Power of general partners and persons dissociated as general partners to bind organization after conversion or merger.
RCW 25.10.806
in effect(1) An act of a person that immediately before a conversion or merger became effective was a general partner in a converting or constituent limited partnership binds the converted or surviving organization after the conversion or merger becomes effective, if: (a) Before the conversion or merger became effective, the act would have bound the converting or constituent limited partnership under RCW 25.10.381 ; and (b) At the time the third party enters into the transaction, the third party: (i) Does not have notice of the conversion or merger; and (ii) Reasonably believes that the converted or surviving business is the converting or constituent limited partnership and that the person is a general partner in the converting or constituent limited partnership. (2) An act of a person that before a conversion or merger became effective was dissociated as a general partner from a converting or constituent limited partnership binds the converted or surviving organization after the conversion or merger becomes effective, if: (a) Before the conversion or merger became effective, the act would have bound the converting or constituent limited partnership under RCW 25.10.381 if the person had been a general partner; and (b) At the time the third party enters into the transaction, less than two years have passed since the person dissociated as a general partner and the third party: (i) Does not have notice of the dissociation; (ii) Does not have notice of the conversion or merger; and (iii) Reasonably believes that the converted or surviving organization is the converting or constituent limited partnership and that the person is a general partner in the converting or constituent limited partnership. (3) If a person having knowledge of the conversion or merger causes a converted or surviving organization to incur an obligation under subsection (1) or (2) of this section, the person is liable: (a) To the converted or surviving organization for any damage caused to the organization arising from the obligation; and (b) If another person is liable for the obligation, to that other person for any damage caused to that other person arising from the liability.
(1) An act of a person that immediately before a conversion or merger became effective was a general partner in a converting or constituent limited partnership binds the converted or surviving organization after the conversion or merger becomes effective, if:
(a) Before the conversion or merger became effective, the act would have bound the converting or constituent limited partnership under RCW 25.10.381 ; and
(b) At the time the third party enters into the transaction, the third party:
(i) Does not have notice of the conversion or merger; and
(ii) Reasonably believes that the converted or surviving business is the converting or constituent limited partnership and that the person is a general partner in the converting or constituent limited partnership.
(2) An act of a person that before a conversion or merger became effective was dissociated as a general partner from a converting or constituent limited partnership binds the converted or surviving organization after the conversion or merger becomes effective, if:
(a) Before the conversion or merger became effective, the act would have bound the converting or constituent limited partnership under RCW 25.10.381 if the person had been a general partner; and
(b) At the time the third party enters into the transaction, less than two years have passed since the person dissociated as a general partner and the third party:
(i) Does not have notice of the dissociation;
(ii) Does not have notice of the conversion or merger; and
(iii) Reasonably believes that the converted or surviving organization is the converting or constituent limited partnership and that the person is a general partner in the converting or constituent limited partnership.
(3) If a person having knowledge of the conversion or merger causes a converted or surviving organization to incur an obligation under subsection (1) or (2) of this section, the person is liable:
(a) To the converted or surviving organization for any damage caused to the organization arising from the obligation; and
(b) If another person is liable for the obligation, to that other person for any damage caused to that other person arising from the liability.
Source: WA Statutes (Official Site)URL: https://app.leg.wa.gov/RCW/default.aspx?cite=25.10&full=trueFetched: 6/29/2026