Revised Code of Washington
Chapter 25.05 - Revised Uniform Partnership Act.
25.05.305 - Partnership continues after dissolution.

RCW 25.05.305
Partnership continues after dissolution.

(1) Subject to subsection (2) of this section, a partnership continues after dissolution only for the purpose of winding up its business. The partnership is terminated when the winding up of its business is completed.
(2) At any time after the dissolution of a partnership and before the winding up of its business is completed, all of the partners, including any dissociating partner other than a wrongfully dissociating partner, may waive the right to have the partnership's business wound up and the partnership terminated. In that event:
(a) The partnership resumes carrying on its business as if dissolution had never occurred, and any liability incurred by the partnership or a partner after the dissolution and before the waiver is determined as if dissolution had never occurred; and
(b) The rights of a third party accruing under RCW 25.05.315(1) or arising out of conduct in reliance on the dissolution before the third party knew or received a notification of the waiver may not be adversely affected.

[ 1998 c 103 § 802.]

Structure Revised Code of Washington

Revised Code of Washington

Title 25 - Partnerships

Chapter 25.05 - Revised Uniform Partnership Act.

25.05.005 - Definitions.

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.

25.05.030 - Governing law.

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.

25.05.350 - Definitions.

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.

25.05.385 - Effect of merger.

25.05.390 - Merger—Foreign and domestic.

25.05.395 - Nonexclusive.

25.05.420 - Definitions.

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.

25.05.505 - Name.

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.

25.05.905 - Short title—1998 c 103.

25.05.907 - Savings clause—1998 c 103.