{"data":{"id":"us-wa/rcw-25.10.806","jurisdiction":"us-wa","citation":"RCW 25.10.806","heading":"Power of general partners and persons dissociated as general partners to bind organization after conversion or merger.","body":"(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:\n(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\n(b) At the time the third party enters into the transaction, the third party:\n(i) Does not have notice of the conversion or merger; and\n(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.\n(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:\n(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\n(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:\n(i) Does not have notice of the dissociation;\n(ii) Does not have notice of the conversion or merger; and\n(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.\n(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:\n(a) To the converted or surviving organization for any damage caused to the organization arising from the obligation; and\n(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.","path":["Title 25","Chapter 25.10"],"source_url":"https://app.leg.wa.gov/rcw/default.aspx?cite=25.10.806","current_through":"July 15, 2026","vintage":"","retrieved_at":"2026-09-06T01:40:38Z","sha256":"3b7a9426f596c58d6560f99c1ab2c1393fae31b11ecdad3021954bd91fce6287","source_id":"us-wa","stale":false,"prev":"us-wa/rcw-25.10.801","next":"us-wa/rcw-25.10.811"},"notice":"GroundRules: Original legal text. Not legal advice."}