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

Wash. Rev. Code § 25.05.300 (2026)

Events causing dissolution and winding up of partnership business

✓ current as of May 2026
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A partnership is dissolved, and its business must be wound up, only upon the occurrence of any of the following events:
(1) In a partnership at will, the partnership's having notice from a partner, other than a partner who is dissociated under RCW 25.05.225 (2) through (10), of that partner's express will to withdraw as a partner, or on a later date specified by the partner;
(2) In a partnership for a definite term or particular undertaking:
(a) Within ninety days after a partner's dissociation by death or otherwise under RCW 25.05.225 (6) through (10) or wrongful dissociation under RCW 25.05.230(2) if a majority of the remaining partners decide to wind up the partnership business, and for purposes of this subsection a partner's rightful dissociation pursuant to RCW 25.05.230(2)(b)(i) constitutes the expression of that partner's will to wind up the partnership business;
(b) The express will of all of the partners to wind up the partnership business; or
(c) The expiration of the term or the completion of the undertaking;
(3) An event agreed to in the partnership agreement resulting in the winding up of the partnership business;
(4) An event that makes it unlawful for all or substantially all of the business of the partnership to be continued, but a cure of illegality within ninety days after notice to the partnership of the event is effective retroactively to the date of the event for purposes of this section;
(5) On application by a partner, a judicial determination that:
(a) The economic purpose of the partnership is likely to be unreasonably frustrated;
(b) Another partner has engaged in conduct relating to the partnership business which makes it not reasonably practicable to carry on the business in partnership with that partner; or
(c) It is not otherwise reasonably practicable to carry on the partnership business in conformity with the partnership agreement; or
(6) On application by a transferee of a partner's transferable interest, a judicial determination that it is equitable to wind up the partnership business:
(a) After the expiration of the term or completion of the undertaking, if the partnership was for a definite term or particular undertaking at the time of the transfer or entry of the charging order that gave rise to the transfer; or
(b) At any time, if the partnership was a partnership at will at the time of the transfer or entry of the charging order that gave rise to the transfer.
[ 1998 c 103 s 801.]
Notes of Decisions
Cited in 8 cases (2 in the last 5 years), 2007–2025 · leading case: Bryan W. McLelland, DDS, et ux v. Mark C. Paxton, DDS, et ux, 453 P.3d 1 (Wash. Ct. App. 2019).
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Bryan W. McLelland, DDS, et ux v. Mark C. Paxton, DDS, et ux, 453 P.3d 1 (Wash. Ct. App. 2019). · cites it 2× “250 declares: (1) If a partner is dissociated from a partnership without resulting in a dissolution and winding up of the partnership business under RCW 25.05.300, the partnership shall cause the dissociated partner’s interest in the partnership to be purchased for a buyout…”
McCormick v. Dunn & Black, PS, 167 P.3d 610 (Wash. Ct. App. 2007). “McCormick asserts that the firm neglected corporate requirements, including not: (1) issuing stock certificates, (2) providing notice for meetings, and (3) holding meetings.”
McCormick v. Dunn & Black, PS, 140 Wash. App. 873 (Wash. Ct. App. 2007). “McCormick asserts that the firm neglected corporate requirements, including not: (1) issuing stock certificates, (2) providing notice for meetings, and (3) holding meetings.”
Simpson v. Thorslund, 151 Wash. App. 276 (Wash. Ct. App. 2009). “250 or enforce any other right under article 6 or 7 of this chapter; or (iii) The partner’s right to compel a dissolution and winding up of the partnership business under RCW 25.05.300 or enforce any other right under article 8 of this chapter; or (c) Enforce the rights and…”
Chevalier v. Woempner, 290 P.3d 1031 (Wash. Ct. App. 2012). · cites it 3× “The trial court concluded that (1) Woempner exercised his right to dissociate himself from the partnership when he told Chevalier that he did not have an interest in Alki and (2) Woempner’s exercise of his right to dissociate himself required dissolution of the partnership and a…”
Simpson v. Thorslund, 211 P.3d 469 (Wash. Ct. App. 2009). “250 or enforce any other right under article 6 or 7 of this chapter; or (iii) The partner's right to compel a dissolution and winding up of the partnership business under RCW 25.05.300 or enforce any other right under article 8 of this chapter; or (c) Enforce the rights and…”
Susan Hanson Resp/x-app. V. Eric Pedersen, App/x-resp (Wash. Ct. App. 2025). “300(5)(a)-(c) (providing a remedy, upon “application by a partner,” where, for example, there is a judicial determination that “[t]he economic purpose of the partnership is likely to be unreasonably frustrated[.]”) (emphasis added).”
Stony Meadows Homeowners Ass'n, Resp/cross App V. Reid & Eike Kley, App/cross-resp (Wash. Ct. App. 2025). “See RCW 25.05.300(2)(c) (stating that a partnership for a particular undertaking is “dissolved, and its business must be wound up,” upon “completion of the undertaking”).”
— Wash. Rev. Code § 25.05.300(1) — 2 cases
McCormick v. Dunn & Black, PS, 167 P.3d 610 (Wash. Ct. App. 2007). “McCormick asserts that the firm neglected corporate requirements, including not: (1) issuing stock certificates, (2) providing notice for meetings, and (3) holding meetings.”
McCormick v. Dunn & Black, PS, 140 Wash. App. 873 (Wash. Ct. App. 2007). “McCormick asserts that the firm neglected corporate requirements, including not: (1) issuing stock certificates, (2) providing notice for meetings, and (3) holding meetings.”
— Wash. Rev. Code § 25.05.300(2)(c) — 1 case
Stony Meadows Homeowners Ass'n, Resp/cross App V. Reid & Eike Kley, App/cross-resp (Wash. Ct. App. 2025). “See RCW 25.05.300(2)(c) (stating that a partnership for a particular undertaking is “dissolved, and its business must be wound up,” upon “completion of the undertaking”).”
— Wash. Rev. Code § 25.05.300(5)(a) — 1 case
Susan Hanson Resp/x-app. V. Eric Pedersen, App/x-resp (Wash. Ct. App. 2025). “300(5)(a)-(c) (providing a remedy, upon “application by a partner,” where, for example, there is a judicial determination that “[t]he economic purpose of the partnership is likely to be unreasonably frustrated[.]”) (emphasis added).”
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