Wash. Rev. Code » Title 25 · Chapter 25.05
Revised Code of Washington

Wash. Rev. Code § 25.05.055 (2026)

Formation of partnership

✓ current as of May 2026
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(1) Except as otherwise provided in subsection (2) of this section, the association of two or more persons to carry on as co-owners a business for profit forms a partnership, whether or not the persons intend to form a partnership.
(2) An association formed under a statute other than this chapter, a predecessor statute, or a comparable statute of another jurisdiction is not a partnership under this chapter.
(3) In determining whether a partnership is formed, the following rules apply:
(a) Joint tenancy, tenancy in common, tenancy by the entireties, joint property, common property, or part ownership does not by itself establish a partnership, even if the co-owners share profits made by the use of the property;
(b) The sharing of gross returns does not by itself establish a partnership, even if the persons sharing them have a joint or common right or interest in property from which the returns are derived; and
(c) A person who receives a share of the profits of a business is presumed to be a partner in the business, unless the profits were received in payment:
(i) Of a debt by installments or otherwise;
(ii) For services as an independent contractor or of wages or other compensation to an employee;
(iii) Of rent;
(iv) Of an annuity or other retirement or health benefit to a beneficiary, representative, or designee of a deceased or retired partner;
(v) Of interest or other charge on a loan, even if the amount of payment varies with the profits of the business, including a direct or indirect present or future ownership of the collateral, or rights to income, proceeds, or increase in value derived from the collateral; or
(vi) For the sale of the goodwill of a business or other property by installments or otherwise.
[ 1998 c 103 s 202.]
Notes of Decisions
Cited in 20 cases (7 in the last 5 years), 2005–2026 · leading case: DeFelice v. Emp. Sec. Dep't, 351 P.3d 197 (Wash. Ct. App. 2015).
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DeFelice v. Emp. Sec. Dep't, 351 P.3d 197 (Wash. Ct. App. 2015). · cites it 7× “Armand, Loretta, and Louise testify they began to operate as partners, the formation of a partnership was governed by RCW 25.05.055. RCW 25.05-.005(6). These are provisions of the RUPA, which was adopted in Washington in 1998.”
Curley Elec., Inc. v. Bills, 121 P.3d 106 (Wash. Ct. App. 2005). · cites it 6× “acted on behalf of the partnership when it incurred the debt that was eventually reduced to judgment.”
McCormick v. Dunn & Black, PS, 167 P.3d 610 (Wash. Ct. App. 2007). · cites it 3× “" RCW 25.05.055(2). A corporation is an association formed under a statute other then the RUPA.”
Bldg. 11 Investors LLC v. City of Seattle, 912 F. Supp. 2d 972 (W.D. Wash. 2012). · cites it 4× “RCW § 25.05.055(1). Under Washington law, a partnership is formed by “the association of two or more persons to carry on as co-owners a business for profit.”
McCormick v. Dunn & Black, PS, 140 Wash. App. 873 (Wash. Ct. App. 2007). · cites it 3× “” RCW 25.05.055(2). A “corporation” is an association formed under a statute other then the RUPA.”
Curley Elec., Inc. v. Bills, 130 Wash. App. 114 (Wash. Ct. App. 2005). · cites it 4× “, concur. Reconsideration denied December 22, 2005.”
Simpson v. Thorslund, 151 Wash. App. 276 (Wash. Ct. App. 2009). “RCW 25.05.055(1) (emphasis added); Bengston v.”
Chevalier v. Woempner, 290 P.3d 1031 (Wash. Ct. App. 2012). · cites it 7× “We also hold that RCW 25.05.055 precludes a finding that Bequette had a partnership interest in Alki.”
Biochron, Inc. v. Blue Roots, LLC, 529 P.3d 464 (Wash. Ct. App. 2023). “” RCW 25.05.055(1). RUPA also modifies the common law duties partners owe each other and the partnership, limiting them to the duty of loyalty and the duty of care, as defined by the statute.”
Simpson v. Thorslund, 211 P.3d 469 (Wash. Ct. App. 2009). “[4] RCW 25.05.055 (emphasis added); Bengston v.”
John Kendall, Jr., V Arthur W. Allen (Wash. Ct. App. 2024). · cites it 8× “Because the facts do not support the conclusion that Allen formed a partnership with the LLC, as defined by RCW 25.05.055, we reverse the trial court’s finding of a partnership.”
Armand DeFelice v. State of Washington, Emp. Sec. Dept. (Wash. Ct. App. 2015). · cites it 7× “" RCW 25.05.055(1). Required is joint ownership of the business and a joint right of control over the business' affairs.”
Show all 20 citing cases →
— Wash. Rev. Code § 25.05.055(1) — 11 cases
DeFelice v. Emp. Sec. Dep't, 351 P.3d 197 (Wash. Ct. App. 2015). “Armand, Loretta, and Louise testify they began to operate as partners, the formation of a partnership was governed by RCW 25.05.055. RCW 25.05-.005(6). These are provisions of the RUPA, which was adopted in Washington in 1998.”
Bldg. 11 Investors LLC v. City of Seattle, 912 F. Supp. 2d 972 (W.D. Wash. 2012). “RCW § 25.05.055(1). Under Washington law, a partnership is formed by “the association of two or more persons to carry on as co-owners a business for profit.”
Curley Elec., Inc. v. Bills, 121 P.3d 106 (Wash. Ct. App. 2005). “acted on behalf of the partnership when it incurred the debt that was eventually reduced to judgment.”
Curley Elec., Inc. v. Bills, 130 Wash. App. 114 (Wash. Ct. App. 2005). “, concur. Reconsideration denied December 22, 2005.”
Simpson v. Thorslund, 151 Wash. App. 276 (Wash. Ct. App. 2009). “RCW 25.05.055(1) (emphasis added); Bengston v.”
— Wash. Rev. Code § 25.05.055(2) — 4 cases
McCormick v. Dunn & Black, PS, 167 P.3d 610 (Wash. Ct. App. 2007). “" RCW 25.05.055(2). A corporation is an association formed under a statute other then the RUPA.”
McCormick v. Dunn & Black, PS, 140 Wash. App. 873 (Wash. Ct. App. 2007). “” RCW 25.05.055(2). A “corporation” is an association formed under a statute other then the RUPA.”
Chevalier v. Woempner, 290 P.3d 1031 (Wash. Ct. App. 2012). “We also hold that RCW 25.05.055 precludes a finding that Bequette had a partnership interest in Alki.”
Dale Carey v. Matthew Bumstead (Wash. Ct. App. 2019).
— Wash. Rev. Code § 25.05.055(3) — 2 cases
Bldg. 11 Investors LLC v. City of Seattle, 912 F. Supp. 2d 972 (W.D. Wash. 2012). “RCW § 25.05.055(1). Under Washington law, a partnership is formed by “the association of two or more persons to carry on as co-owners a business for profit.”
Curley Elec., Inc. v. Bills, 121 P.3d 106 (Wash. Ct. App. 2005). “acted on behalf of the partnership when it incurred the debt that was eventually reduced to judgment.”
— Wash. Rev. Code § 25.05.055(3)(a) — 3 cases
Curley Elec., Inc. v. Bills, 121 P.3d 106 (Wash. Ct. App. 2005). “acted on behalf of the partnership when it incurred the debt that was eventually reduced to judgment.”
Curley Elec., Inc. v. Bills, 130 Wash. App. 114 (Wash. Ct. App. 2005). “, concur. Reconsideration denied December 22, 2005.”
John Kendall, Jr., V Arthur W. Allen (Wash. Ct. App. 2024). “Because the facts do not support the conclusion that Allen formed a partnership with the LLC, as defined by RCW 25.05.055, we reverse the trial court’s finding of a partnership.”
— Wash. Rev. Code § 25.05.055(3)(b) — 1 case
John Kendall, Jr., V Arthur W. Allen (Wash. Ct. App. 2024). “Because the facts do not support the conclusion that Allen formed a partnership with the LLC, as defined by RCW 25.05.055, we reverse the trial court’s finding of a partnership.”
— Wash. Rev. Code § 25.05.055(3)(c) — 2 cases
DeFelice v. Emp. Sec. Dep't, 351 P.3d 197 (Wash. Ct. App. 2015). “Armand, Loretta, and Louise testify they began to operate as partners, the formation of a partnership was governed by RCW 25.05.055. RCW 25.05-.005(6). These are provisions of the RUPA, which was adopted in Washington in 1998.”
Armand DeFelice v. State of Washington, Emp. Sec. Dept. (Wash. Ct. App. 2015). “" RCW 25.05.055(1). Required is joint ownership of the business and a joint right of control over the business' affairs.”
— Wash. Rev. Code § 25.05.055(3)(c)(ii) — 3 cases
DeFelice v. Emp. Sec. Dep't, 351 P.3d 197 (Wash. Ct. App. 2015). “Armand, Loretta, and Louise testify they began to operate as partners, the formation of a partnership was governed by RCW 25.05.055. RCW 25.05-.005(6). These are provisions of the RUPA, which was adopted in Washington in 1998.”
John Kendall, Jr., V Arthur W. Allen (Wash. Ct. App. 2024). “Because the facts do not support the conclusion that Allen formed a partnership with the LLC, as defined by RCW 25.05.055, we reverse the trial court’s finding of a partnership.”
Armand DeFelice v. State of Washington, Emp. Sec. Dept. (Wash. Ct. App. 2015). “" RCW 25.05.055(1). Required is joint ownership of the business and a joint right of control over the business' affairs.”
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