RCW 25.05.005
Definitions.
The definitions in this section apply throughout this chapter unless the context clearly requires otherwise:
(1) "Business" includes every trade, occupation, and profession.
(2) "Debtor in bankruptcy" means a person who is the subject of:
(a) An order for relief under Title 11 of the United States Code or a comparable order under a successor statute of general application; or
(b) A comparable order under federal, state, or foreign law governing insolvency.
(3) "Distribution" means a transfer of money or other property from a partnership to a partner in the partner's capacity as a partner or to the partner's transferee.
(4) "Foreign limited liability partnership" means a partnership that:
(a) Is formed under laws other than the laws of this state; and
(b) Has the status of a limited liability partnership under those laws.
(5) "Limited liability partnership" means a partnership that has filed an application under RCW 25.05.500 and does not have a similar statement in effect in any other jurisdiction.
(6) "Partnership" means an association of two or more persons to carry on as co-owners a business for profit formed under RCW 25.05.055, predecessor law, or comparable law of another jurisdiction.
(7) "Partnership agreement" means the agreement, whether written, oral, or implied, among the partners concerning the partnership, including amendments to the partnership agreement.
(8) "Partnership at will" means a partnership in which the partners have not agreed to remain partners until the expiration of a definite term or the completion of a particular undertaking.
(9) "Partnership interest" or "partner's interest in the partnership" means all of a partner's interests in the partnership, including the partner's transferable interest and all management and other rights.
(10) "Person" means an individual, corporation, business trust, estate, trust, partnership, limited liability company, association, joint venture, government, governmental subdivision, agency, or instrumentality, or any other legal or commercial entity.
(11) "Property" means all property, real, personal, or mixed, tangible or intangible, or any interest therein.
(12) "Registered agent" means the person designated under Article 4 of chapter 23.95 RCW to serve as the agent of the entity authorized to receive service of any process, notice, or demand required or permitted by law to be served on the entity.
(13) "State" means a state of the United States, the District of Columbia, the Commonwealth of Puerto Rico, or any territory or insular possession subject to the jurisdiction of the United States.
(14) "Statement" means a statement of partnership authority under RCW 25.05.110, a statement of denial under RCW 25.05.115, a statement of dissociation under RCW 25.05.265, a statement of dissolution under RCW 25.05.320, or an amendment or cancellation of any statement under these sections.
(15) "Transfer" includes an assignment, conveyance, lease, mortgage, deed, and encumbrance.
[ 2015 c 176 § 5101; 2009 c 202 § 3; 1998 c 103 § 101.]
NOTES:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
Structure Revised Code of Washington
Chapter 25.05 - Revised Uniform Partnership Act.
25.05.010 - Knowledge and notice.
25.05.015 - Effect of partnership agreement—Nonwaivable provisions.
25.05.020 - Supplemental principles of law.
25.05.025 - Delivery and filing of statements.
25.05.035 - Partnership subject to amendment or repeal of chapter.
25.05.050 - Partnership as entity.
25.05.055 - Formation of partnership.
25.05.060 - Partnership property.
25.05.065 - When property is partnership property.
25.05.100 - Partner agent of partnership.
25.05.105 - Transfer of partnership property.
25.05.110 - Statement of partnership authority.
25.05.115 - Statement of denial.
25.05.120 - Partnership liable for partner's actionable conduct.
25.05.125 - Partner's liability.
25.05.130 - Actions by and against partnership and partners.
25.05.135 - Liability of purported partner.
25.05.150 - Partner's rights and duties.
25.05.155 - Distributions in kind.
25.05.160 - Partner's rights and duties with respect to information.
25.05.165 - General standards of partner's conduct.
25.05.170 - Actions by partnership and partners.
25.05.175 - Continuation of partnership beyond definite term or particular undertaking.
25.05.200 - Partner not co-owner of partnership property.
25.05.205 - Partner's transferable interest in partnership.
25.05.210 - Transfer of partner's transferable interest.
25.05.215 - Partner's transferable interest subject to charging order.
25.05.225 - Events causing partner's dissociation.
25.05.230 - Partner's power to dissociate—Wrongful dissociation.
25.05.235 - Effect of partner's dissociation.
25.05.250 - Purchase of dissociated partner's interest.
25.05.255 - Dissociated partner's power to bind and liability to partnership.
25.05.260 - Dissociated partner's liability to other persons.
25.05.265 - Statement of dissociation.
25.05.270 - Continued use of partnership name.
25.05.300 - Events causing dissolution and winding up of partnership business.
25.05.305 - Partnership continues after dissolution.
25.05.310 - Right to wind up partnership business.
25.05.315 - Partner's power to bind partnership after dissolution.
25.05.320 - Statement of dissolution.
25.05.325 - Partner's liability to other partners after dissolution.
25.05.330 - Settlement of accounts and contributions among partners.
25.05.355 - Conversion of partnership to limited partnership.
25.05.360 - Conversion of limited partnership to partnership.
25.05.365 - Effect of conversion—Entity unchanged.
25.05.370 - Merger of partnerships.
25.05.375 - Merger—Plan—Approval.
25.05.380 - Articles of merger—Filing.
25.05.390 - Merger—Foreign and domestic.
25.05.425 - Partner—Dissent—Payment of fair value.
25.05.430 - Dissenters' rights—Notice—Timing.
25.05.435 - Partner—Dissent—Voting restriction.
25.05.440 - Partners—Dissenters' notice—Requirements.
25.05.445 - Partner—Payment demand—Entitlement.
25.05.450 - Partners' interests—Transfer restriction.
25.05.455 - Payment of fair value—Requirements for compliance.
25.05.460 - Merger—Not effective within sixty days—Transfer restrictions.
25.05.465 - Dissenter's estimate of fair value—Notice.
25.05.470 - Unsettled demand for payment—Proceeding—Parties—Appraisers.
25.05.475 - Unsettled demand for payment—Costs—Fees and expenses of counsel.
25.05.500 - Formation—Registration—Application—Registered agent—Fee.
25.05.510 - Rendering professional services.
25.05.530 - Change of registered agent for service of process.
25.05.533 - Resignation of registered agent for service of process.
25.05.536 - Service of process.
25.05.550 - Foreign limited liability partnership—Effect of registration and governing law.
25.05.555 - Registration requirement.
25.05.560 - Failure to register—Penalties—Service of process.
25.05.565 - Activities not constituting transacting business.
25.05.580 - Registered agent—Designation and maintenance.
25.05.583 - Change of registered agent for service of process.
25.05.586 - Resignation of registered agent.
25.05.589 - Service of process.
25.05.901 - Dates of applicability.
25.05.902 - Applicable fees, charges, and penalties.
25.05.903 - Authority to adopt rules—Secretary of state.
25.05.904 - Uniformity of application and construction—1998 c 103.