Revised Code of Washington
Wash. Rev. Code § 25.05.005 (2026)
Definitions
✓ current as of May 2026
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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.
Notes:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
Notes of Decisions
Cited in 16
cases (6 in the last 5 years), 2004–2025 · leading case: Int'l Marine Underwriters v. ABCD Marine, LLC, 313 P.3d 395 (Wash. 2013).
Int'l Marine Underwriters v. ABCD Marine, LLC, 313 P.3d 395 (Wash. 2013). “Laws of 1998, ch. 103 (RUPA); Laws of 1945, ch. 137 (UPA).”
DeFelice v. Emp. Sec. Dep't, 351 P.3d 197 (Wash. Ct. App. 2015). “RCW 25.05.005(7) (defining “partnership agreement”); Roediger v.”
Casey v. Chapman, 98 P.3d 1246 (Wash. Ct. App. 2004). “Chapman also points to RCW 25.05.005(9) for support that “the partnership interest” is something more than we hold.”
Curley Elec., Inc. v. Bills, 121 P.3d 106 (Wash. Ct. App. 2005). “57 (1968); see also RCW 25.05.005(1). [9] The argument that "passive co-ownership of property by itself does not establish a partnership" refers to the official comments of the Revised Uniform Partnership Act (RUPA).”
Curley Elec., Inc. v. Bills, 130 Wash. App. 114 (Wash. Ct. App. 2005). “Crane & Bromberg, supra at 57 (1968); see also RCW 25.05.005(1). The argument that “passive co-ownership of property by itself does not establish a partnership” refers to the official comments of the RUPA.”
State Of Washington v. Sandra Lee Allen (Wash. Ct. App. 2016). “74 RCW 25.05.005 (emphasis added). -17- No. 73046-1-1/18 no authority that the definitions under the Act applicable to that chapter also extend to the criminal code.”
Michael Mockovak, M.d., App v. King & Mockovak Eye Ctr., Resps (Wash. Ct. App. 2017). “RCW 25.05.005(6). A partnership agreement may be written, oral, or implied.”
John Kendall, Jr., V Arthur W. Allen (Wash. Ct. App. 2024). “Legal Principles Under Washington’s Revised Uniform Partnership Act, chapter 25.05 RCW, a partnership is generally formed when “two or more persons .”
Armand DeFelice v. State of Washington, Emp. Sec. Dept. (Wash. Ct. App. 2015). “RCW 25.05.005(6). These are provisions of the RUPA, which was adopted in Washington in 1998.”
Narinder Samra Et Ano v. Pritpal Singh (Wash. Ct. App. 2020). “24 Where, as here, there is no express partnership contract that identifies Kulwant as a partner, the existence of a partnership depends upon the intention of the parties.25 “That intention must be ascertained from all of the facts and circumstances and the actions and conduct…”
Johanna Grider v. Christopher Quinn (Wash. Ct. App. 2022). “150(6) such that “each partner held a partnership interest under RCW 25.05.005(9) commensurate with their respective ownership interests in the i502 license.”
Janton Constr., Llc, Resp V. Royal Concentrates, Llc, Apps (Wash. Ct. App. 2024). “A “partnership” is an “association of two or more persons to carry on as co-owners a business for profit,” regardless of stated intent to form a partnership.”
— Wash. Rev. Code § 25.05.005(1) — 2 cases
Curley Elec., Inc. v. Bills, 121 P.3d 106 (Wash. Ct. App. 2005). “57 (1968); see also RCW 25.05.005(1). [9] The argument that "passive co-ownership of property by itself does not establish a partnership" refers to the official comments of the Revised Uniform Partnership Act (RUPA).”
Curley Elec., Inc. v. Bills, 130 Wash. App. 114 (Wash. Ct. App. 2005). “Crane & Bromberg, supra at 57 (1968); see also RCW 25.05.005(1). The argument that “passive co-ownership of property by itself does not establish a partnership” refers to the official comments of the RUPA.”
— Wash. Rev. Code § 25.05.005(6) — 11 cases
Int'l Marine Underwriters v. ABCD Marine, LLC, 313 P.3d 395 (Wash. 2013). “Laws of 1998, ch. 103 (RUPA); Laws of 1945, ch. 137 (UPA).”
State Of Washington v. Sandra Lee Allen (Wash. Ct. App. 2016). “74 RCW 25.05.005 (emphasis added). -17- No. 73046-1-1/18 no authority that the definitions under the Act applicable to that chapter also extend to the criminal code.”
Michael Mockovak, M.d., App v. King & Mockovak Eye Ctr., Resps (Wash. Ct. App. 2017). “RCW 25.05.005(6). A partnership agreement may be written, oral, or implied.”
Narinder Samra Et Ano v. Pritpal Singh (Wash. Ct. App. 2020). “24 Where, as here, there is no express partnership contract that identifies Kulwant as a partner, the existence of a partnership depends upon the intention of the parties.25 “That intention must be ascertained from all of the facts and circumstances and the actions and conduct…”
John Kendall, Jr., V Arthur W. Allen (Wash. Ct. App. 2024). “Legal Principles Under Washington’s Revised Uniform Partnership Act, chapter 25.05 RCW, a partnership is generally formed when “two or more persons .”
— Wash. Rev. Code § 25.05.005(7) — 5 cases
DeFelice v. Emp. Sec. Dep't, 351 P.3d 197 (Wash. Ct. App. 2015). “RCW 25.05.005(7) (defining “partnership agreement”); Roediger v.”
State Of Washington v. Sandra Lee Allen (Wash. Ct. App. 2016). “74 RCW 25.05.005 (emphasis added). -17- No. 73046-1-1/18 no authority that the definitions under the Act applicable to that chapter also extend to the criminal code.”
Michael Mockovak, M.d., App v. King & Mockovak Eye Ctr., Resps (Wash. Ct. App. 2017). “RCW 25.05.005(6). A partnership agreement may be written, oral, or implied.”
John Kendall, Jr., V Arthur W. Allen (Wash. Ct. App. 2024). “Legal Principles Under Washington’s Revised Uniform Partnership Act, chapter 25.05 RCW, a partnership is generally formed when “two or more persons .”
Armand DeFelice v. State of Washington, Emp. Sec. Dept. (Wash. Ct. App. 2015). “RCW 25.05.005(6). These are provisions of the RUPA, which was adopted in Washington in 1998.”
— Wash. Rev. Code § 25.05.005(8) — 1 case
Michael Mockovak, M.d., App v. King & Mockovak Eye Ctr., Resps (Wash. Ct. App. 2017). “RCW 25.05.005(6). A partnership agreement may be written, oral, or implied.”
— Wash. Rev. Code § 25.05.005(9) — 2 cases
Casey v. Chapman, 98 P.3d 1246 (Wash. Ct. App. 2004). “Chapman also points to RCW 25.05.005(9) for support that “the partnership interest” is something more than we hold.”
Johanna Grider v. Christopher Quinn (Wash. Ct. App. 2022). “150(6) such that “each partner held a partnership interest under RCW 25.05.005(9) commensurate with their respective ownership interests in the i502 license.”
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