Washington Partnership Agreement

Washington partnership agreements consist of the rules partners follow in determining their roster as well as the management of the co-owned business. This is a binding agreement and thus acts as a roadmap for the partnership’s activities and each partner’s obligations accordingly.

Last updated January 29th, 2025

Washington partnership agreements consist of the rules partners follow in determining their roster as well as the management of the co-owned business. This is a binding agreement and thus acts as a roadmap for the partnership’s activities and each partner’s obligations accordingly.

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Washington Partnership Types (4)

Partnership Type State Filing Requirement
General Partnership (GP) Washington Business Entities Search (No registration requirements, but naming regulations apply to all partnerships)
Limited Partnership (LP) Certificate of Limited Partnership (Filing Fee: $180.00)
Limited Liability Partnership (LLP) Certificate of Limited Liability Partnership (Filing Fee:$180.00)
Limited Liability Limited Partnership (LLLP) Certificate of Limited Partnership (And Limited Liability Limited Partnership) (Filing Fee: $180.00)

Fiduciary Duty

Duty of Loyalty:
  • The partners in a limited partnership are fully responsible for reporting on every benefit as well as all profit and property “derived” from taking advantage of “limited partnership opportunity,” property, or while conducting its business.[1]
  • Partners specifically uphold loyalty to their partnership by refraining from “dealing with the limited partnership” as, with, or on behalf of a party with interests that conflict with the LP’s goals or business.[2]
  • Partners do not engage in any “competing” business activities with the partnership regardless of whether it is winding up or still conducting its affairs. [3]

Duty of Care:

  • A general partner is explicitly restricted from committing a “knowing violation of law” and must maintain a level of conduct that is not negligent, reckless, or intentionally harmful.[4]

General partners, in addition to remaining lawful, must always satisfy a partnership agreement’s requirements regarding their partnership behavior by operating in good faith and fairness.[5]

Partners must uphold their partnership agreement and the law but can pursue personal or professional interests that do not constitute a violation of any kind of their “duty or obligation” to the partnership.[6]

Liability

Partners have the potential to be personally liable for the “obligations of the partnership” but retain the ability and the right to find remedies through a claimant agreement or any the law provides.[7]
Partnerships that hold liability do not pass existing liabilities to new partners at the time of their admittance because a new partner is only responsible for partnership obligations that occur after their “admission as a partner.” [8]
A limited liability partnership’s liabilities, such as its debts, are “solely the obligation of the partnership” so long as its registration as such is up-to-date and valid in the eyes of the state.[9]
Every kind of limited liability partnership (i.e., foreign or domestic) that provides professionally licensed services must maintain one to three million dollars in professional liability insurance or its equivalent; otherwise, the partners assume personal liability for satisfying the amount falling under an applicable judgment requiring such financial responsibility.[10]

State Definitions (5)

General partner means the person receiving the “consent of all partners” and, as per a successful partnership agreement, legally becomes a general partner in a limited partnership.[11]
Limited partner means a person that all the partners of a limited partnership explicitly provide consent to admit as a limited partnership “as provided in the partnership agreement” while remaining compliant with law.[12]
Partnership means that two persons, or more, own a business that is compliant with and operates under Washington uniform partnership law, “predecessor law, or comparable law of another jurisdiction.” [13]
Limited liability partnership means a domestic partnership holding a current registration as a limited liability partnership with the state of Washington in addition to lacking any “similar statement” or registration in another state or country’s jurisdiction.[14]
Foreign limited liability partnership means a partnership holds in “status of a limited liability partnership” in a jurisdiction outside Washington and whose origin, set up, and registration is according to a jurisdiction that is not Washington.[15]