Cowlitz County Quitclaim Deed (Partnership or Limited Partnership Grantor) Form

One partner's signature moves a parcel out of partnership title in Washington. RCW 25.05.105(1)(a) provides that partnership property held in the name of the partnership may be transferred by an instrument executed by a partner in the partnership name. This quitclaim deed is configured for that act: one partnership grantor, one signature line, an entry for the office the signer holds, and one representative capacity certificate.

Ordinary course, or the other partners' authority

Washington measures a partner's signature against what the partnership does. RCW 25.05.100(1) makes each partner an agent of the partnership for the purpose of its business, and an act of a partner, including the execution of an instrument in the partnership name, for apparently carrying on that business in the ordinary course binds it. Subsection (2) draws the other line: an act outside the ordinary course binds the partnership only where the other partners authorized it. Conveying land sits inside that course for a partnership in the property business and outside it for one whose trade is something else, which is why Section 8 collects the authority relied on.

A grant of authority the state keeps on file

RCW 25.05.110 gives a general partnership a public answer to that question. A statement of partnership authority filed with the Secretary of State may name the partners authorized to execute an instrument transferring real property held in the partnership name. A grant in a filed statement is conclusive in favor of a non-partner who gives value without knowledge to the contrary, and a limitation in one is something a non-partner is deemed to know. It sits with the Secretary of State rather than the auditor's land records, so the recorded chain carries authority through the deed's Section 8 entry.

General partners sign, limited partners cannot

A limited partnership grantor answers to chapter 25.10 RCW. RCW 25.10.021(1) makes it an entity distinct from its partners, the same entity whether or not it is a limited liability limited partnership. RCW 25.10.381 makes each general partner an agent for the purposes of the partnership's activities on that same ordinary course test. RCW 25.10.311 closes the other door in a sentence: a limited partner does not have the right or the power as a limited partner to act for or bind the limited partnership. RCW 25.10.201 names each general partner in the certificate of limited partnership, a public record a title examiner reads the signer against.

What the form recites, and what it is not set up as

The form recites exactly one grantor described as a partnership, with entries for the type of partnership, general, limited liability, limited, or limited liability limited, and for the jurisdiction of formation. Three record patterns present that configuration: a parcel deeded out of the partnership's own name, a release of whatever interest that name carries in adjoining ground, and property passing out to the partners. What the form is not set up as: two grantor entries, a signer conveying in an individual right, or title standing in the partners' names with an indication of partner capacity, which RCW 25.05.105(1)(b) transfers by the persons in whose name the property is held.

Quitclaim words, and what the partnership keeps

The operative words come from the statutory quitclaim form of RCW 64.04.050. Conveys and quitclaims passes all then existing legal and equitable rights of the partnership in the described premises, so a partnership holding an undivided fraction passes that fraction, with no covenant of title. Better title reaching it later stays there, the statute reaching after acquired title only where a deed says so.

Pro rata shares, and the counter before the counter

WAC 458-61A-211 is the excise tax rule naming partnerships in its own heading. Subsection (2)(b) reaches property passing out of a partnership to the partners who will hold it in the same pro rata shares in which they owned the partnership, and taxes a distribution disproportionate to a grantee partner's interest. Taxable or exempt, an affidavit travels with the deed under WAC 458-61A-303, a Department of Revenue form obtained separately and not part of this package, and RCW 82.45.090 holds the auditor back until the treasurer verifies the tax.

The download holds the blank deed as a fillable PDF, a completed example prepared for a Skagit County release by a Washington general partnership, and a plain language guide to the entries, notarization, and recording. Searchers also look for a partnership quit claim deed. These materials describe Washington law in general terms; they are not legal advice.