Revised Code of Washington

Wash. Rev. Code § 25.05.150 (2026)

Partner's rights and duties

✓ current as of May 2026
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(1) Each partner is deemed to have an account that is:
(a) Credited with an amount equal to the money plus the value of any other property, net of the amount of any liabilities, the partner contributes to the partnership and the partner's share of the partnership profits; and
(b) Charged with an amount equal to the money plus the value of any other property, net of the amount of any liabilities, distributed by the partnership to the partner and the partner's share of the partnership losses.
(2) Each partner is entitled to an equal share of the partnership profits and is chargeable with a share of the partnership losses in proportion to the partner's share of the profits.
(3) A partnership shall reimburse a partner for payments made and indemnify a partner for liabilities incurred by the partner in the ordinary course of the business of the partnership or for the preservation of its business or property.
(4) A partnership shall reimburse a partner for an advance to the partnership beyond the amount of capital the partner agreed to contribute.
(5) A payment or advance made by a partner which gives rise to a partnership obligation under subsection (3) or (4) of this section constitutes a loan to the partnership which accrues interest from the date of the payment or advance.
(6) Each partner has equal rights in the management and conduct of the partnership business.
(7) A partner may use or possess partnership property only on behalf of the partnership.
(8) A partner is not entitled to remuneration for services performed for the partnership, except for reasonable compensation for services rendered in winding up the business of the partnership.
(9) A person may become a partner only with the consent of all of the partners.
(10) A difference arising as to a matter in the ordinary course of business of a partnership may be decided by a majority of the partners. An act outside the ordinary course of business of a partnership and an amendment to the partnership agreement may be undertaken only with the consent of all of the partners.
(11) This section does not affect the obligations of a partnership to other persons under RCW 25.05.100.
[ 1998 c 103 s 401.]
Notes of Decisions
Cited in 9 cases (2 in the last 5 years), 2009–2022 · 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). “” See also RCW 25.05.150(6) (Unir P’ship Act § 401(f)) (“Each partner has equal rights in the management and conduct of the partnership business.”
Simpson v. Thorslund, 151 Wash. App. 276 (Wash. Ct. App. 2009). · cites it 4× “res one, citing the following the provisions: (2) A partner may maintain an action against the partnership or another partner for legal or equitable relief, with or without an accounting as to partnership business, to: (a) Enforce the partner’s rights under the partnership…”
DeFelice v. Emp. Sec. Dep't, 351 P.3d 197 (Wash. Ct. App. 2015). “See RCW 25.05.150. ¶61 The dearth of Washington case law addressing partners’ prerogatives under modern partnership statutes might have contributed to the department’s and the ALJ’s error.”
Simpson v. Thorslund, 211 P.3d 469 (Wash. Ct. App. 2009). · cites it 4× “equires one, citing the following the provisions: A partner may maintain an action against the partnership or another partner for legal or equitable relief, with or without an accounting as to partnership business, to: (a) Enforce the partner's rights under the partnership…”
Samuel Krautscheid v. James [A.] E. Klaustermeyer, Sr. (Wash. Ct. App. 2021). “” RCW 25.05.150(2). Here, the trial court’s written findings of fact indicate that the trial court weighed the evidence and made factual determinations.”
Johanna Grider v. Christopher Quinn (Wash. Ct. App. 2022). “Johanna Grider writes that, in conclusion of law 6, the trial court interpreted the partnership agreement as modifying RCW 25.05.150(6) such that “each partner held a partnership interest under RCW 25.”
Joyce Zamelis v. Zintars Zamelis (Wash. Ct. App. 2013). “But while Zintars asserts he did not repudiate the Partnership Agreement, he makes no argument as to why the evidence fails to support the trial court's determination that he did, and we agree with Joyce that the evidence supports 8The only liability associated with the Property…”
Int'l Marine Underwriters v. ABCD Marine, LLC (Wash. 2013). “" See also RCW 25.05.150(6) (section 401(f)) ("Each partner has equal rights in the management and conduct of the partnership business.”
Armand DeFelice v. State of Washington, Emp. Sec. Dept. (Wash. Ct. App. 2015). “See RCW 25.05.150. The dearth of Washington case law addressing partners' prerogatives under modern partnership statutes might have contributed to the department's and the ALl's error.”
— Wash. Rev. Code § 25.05.150(2) — 1 case
Samuel Krautscheid v. James [A.] E. Klaustermeyer, Sr. (Wash. Ct. App. 2021). “” RCW 25.05.150(2). Here, the trial court’s written findings of fact indicate that the trial court weighed the evidence and made factual determinations.”
— Wash. Rev. Code § 25.05.150(6) — 3 cases
Int'l Marine Underwriters v. ABCD Marine, LLC, 313 P.3d 395 (Wash. 2013). “” See also RCW 25.05.150(6) (Unir P’ship Act § 401(f)) (“Each partner has equal rights in the management and conduct of the partnership business.”
Johanna Grider v. Christopher Quinn (Wash. Ct. App. 2022). “Johanna Grider writes that, in conclusion of law 6, the trial court interpreted the partnership agreement as modifying RCW 25.05.150(6) such that “each partner held a partnership interest under RCW 25.”
Int'l Marine Underwriters v. ABCD Marine, LLC (Wash. 2013). “" See also RCW 25.05.150(6) (section 401(f)) ("Each partner has equal rights in the management and conduct of the partnership business.”
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