reglab/housing_qa huggingface dataset:
DC Code § 29-609.03 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 6 - General Partnerships|Subchapter IX - Mergers and Internal Exchanges|§ 29-609.03. Effect of merger

(a) When a merger takes effect: (1) The separate existence of every partnership that is a party to the merger, other than the surviving partnership, shall cease; (2) All property owned by each of the merged partnerships vests in the surviving partnership; (3) All obligations of every partnership that is a party to the merger shall be the obligations of the surviving partnership; (4) An action or proceeding pending against a partnership that is a party to the merger may be continued as if the merger had not occurred, or the surviving partnership may be substituted as a party to the action or proceeding; and (5) If the plan of merger provides for a person to become a partner in a surviving domestic partnership, the person becomes a partner without the need for the consent that would otherwise be required by § 29-604.01(i). (b) Service of process in an action or proceeding against a surviving foreign partnership to enforce an obligation of a domestic partnership that is a party to a merger may be served pursuant to § 29-104.12. (c) A partner of the surviving partnership shall be liable for: (1) All obligations of a party to the merger for which the partner was personally liable before the merger; (2) All other obligations of the surviving partnership incurred before the merger by a party to the merger, but those obligations shall be satisfied only out of property of the partnership; and (3) Except as otherwise provided in § 29-603.06, all obligations of the surviving partnership incurred after the merger takes effect. (d) Except as otherwise provided in § 29-603.06, if the obligations incurred before the merger by a party to the merger are not satisfied out of the property of the surviving partnership, the general partners of that party immediately before the effective date of the merger shall contribute the amount necessary to satisfy that party’s obligations to the surviving partnership, in the manner provided in § 29-608.07 as if the merged party were dissolved. (e) A partner of a party to a merger who is not a partner of the surviving partnership shall be dissociated from the partnership of which that partner was a partner, as of the date the merger takes effect. A surviving domestic partnership shall be bound under § 29-607.02 by an act of a general partner dissociated under this subsection, and the partner shall be liable under § 29-607.03 for transactions entered into by the surviving partnership after the merger takes effect.  (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)  Prior Codifications 1981 Ed., § 41-159.6. 2001 Ed., § 33-109.06. Editor's Notes Uniform Law: This section is based on § 906 of the Uniform Partnership Act (1997 Act).
DC Code § 29-609.04 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 6 - General Partnerships|Subchapter IX - Mergers and Internal Exchanges|§ 29-609.04. Statement of merger

(a) After a merger, the surviving partnership may file a statement that the parties to the merger have merged into the surviving partnership. (b) A statement of merger shall contain: (1) The name of each partnership that is a party to the merger; (2) The name of the surviving partnership into which the other partnerships were merged; and (3) The street address of the surviving partnership’s principal office and of an office in the District, if any. (c) Except as otherwise provided in subsection (d) of this section, for the purposes of § 29-603.02, property of the surviving partnership that before the merger was held in the name of another party to the merger shall be property held in the name of the surviving partnership upon filing a statement of merger. (d) For the purposes of § 29-603.02, real property of the surviving partnership that before the merger was held in the name of another party to the merger shall be property held in the name of the surviving partnership upon recording a certified copy of the statement of merger in the office for recording transfers of that real property. (e) A filed and, if appropriate, recorded statement of merger, executed and declared to be accurate pursuant to § 29-601.05(c), stating the name of a partnership that is a party to the merger in whose name property was held before the merger and the name of the surviving partnership, but not containing all of the other information required by subsection (b) of this section, shall operate with respect to the partnerships named to the extent provided in subsections (c) and (d) of this section.  (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)  Prior Codifications 1981 Ed., § 41-159.7. 2001 Ed., § 33-109.07. Editor's Notes Uniform Law: This section is based on § 907 of the Uniform Partnership Act (1997 Act).
DC Code § 29-609.05 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 6 - General Partnerships|Subchapter IX - Mergers and Internal Exchanges|§ 29-609.05. Interest exchanges

(a) One or more domestic or foreign partnerships may adopt a plan of interest exchange by which a domestic or foreign partnership acquires all of the outstanding partnership interests of one or more domestic partnerships in exchange for cash or securities of the acquiring domestic or foreign partnership, if: (1) Each domestic or foreign partnership, the partnership interests of which are to be acquired under the plan of exchange, approves the plan of exchange in the manner prescribed in its partnership agreement; and (2) Each acquiring domestic or foreign partnership takes all action that may be required by the laws of the state under which it was formed and as required by its partnership agreement in order to effect the exchange. (b) A statement of interest exchange shall be signed on behalf of a domestic acquired entity and delivered to the Mayor for filing in accordance with § 29-102.03(a). When an interest exchange takes effect as provided in the plan of exchange: (1) The partnership interest of each domestic partnership that is to be acquired under the plan of exchange shall be considered exchanged as provided in the plan of exchange; (2) The former holders of the partnership interests exchanged under the plan of exchange shall be entitled only to the exchange rights provided in the plan of exchange; and (3) The acquiring domestic or foreign partnership shall be entitled to all rights, title, and interest with respect to the partnership interests so acquired and exchanged, subject to the provisions in the plan of exchange.  (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(f)(9), 59 DCR 13171.)  Prior Codifications 1981 Ed., § 41-159.8. 2001 Ed., § 33-109.08. Section References This section is referenced in § 29-203.01. Effect of Amendments The 2013 amendment by D.C. Law 19-210 substituted “delivered to the Mayor for filing” for “filed with the Mayor” in (b). Editor's Notes Application of Law 19-210: Section 7 of D.C. Law 19-210 provided that the act shall apply as of January 1, 2012.
DC Code § 29-609.06 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 6 - General Partnerships|Subchapter IX - Mergers and Internal Exchanges|§ 29-609.06. Nonexclusive

This subchapter shall not be exclusive. Partnerships may merge or engage in interest exchanges in any other manner provided or permitted by law.  (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)  Prior Codifications 1981 Ed., § 41-159.9. 2001 Ed., § 33-109.09. Editor's Notes Uniform Law: This section is based on § 909 of the Uniform Partnership Act (1997 Act).
DC Code § 29-610.01 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 6 - General Partnerships|Subchapter X - Limited Liability Partnership|§ 29-610.01. Statement of qualification

(a) A partnership may become a limited liability partnership pursuant to this section. (b) The terms and conditions on which a partnership becomes a limited liability partnership shall be approved by the vote necessary to amend the partnership agreement except, in the case of a partnership agreement that expressly considers obligations to contribute, the vote necessary to amend those provisions. (c) After the approval required by subsection (b) of this section, a partnership may become a limited liability partnership by delivering to the Mayor for filing a statement of qualification. The statement shall contain: (1) The name of the partnership, which shall satisfy the requirements of §§ 29-103.01 and 29-103.02(e); (2) The street address of the partnership’s principal office and, if different, the street address of an office in District, if any; (3) If the partnership does not have an office in District, the information required by § 29-104.04; (4) A statement that the partnership elects to be a limited liability partnership; and (5) A deferred effective date, if any. (d) The agent of a limited liability partnership for service of process shall be an individual who is a resident of the District or other person authorized to do business in the District. (e) The status of a partnership as a limited liability partnership shall be effective on the later of the filing of the statement or a date specified in the statement. The status shall remain effective, regardless of changes in the partnership, until it is canceled pursuant to § 29-601.05(d) or revoked pursuant to § 29-106.01(3). (f) The status of a partnership as a limited liability partnership and the liability of its partners shall not be affected by errors or later changes in the information required to be contained in the statement of qualification under subsection (c) of this section. (g) The filing of a statement of qualification establishes that a partnership has satisfied all conditions precedent to the qualification of the partnership as a limited liability partnership. (h) An amendment or cancellation of a statement of qualification shall be effective when it is filed or on a deferred effective date specified in the amendment or cancellation.  (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)  Prior Codifications 1981 Ed., § 41-160.1. 2001 Ed., § 33-110.01. Section References This section is referenced in § 29-601.02, § 29-601.11, § 29-602.01, and § 29-603.06. Editor's Notes Uniform Law: This section is based on § 1001 of the Uniform Partnership Act (1997 Act).
DC Code § 29-610.03 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 6 - General Partnerships|Subchapter X - Limited Liability Partnership|§ 29-610.03. Liability for improper distributions by limited liability partnership

(a) If a partner of a limited liability partnership consents to a distribution made in violation of § 29-610.02 and in consenting to the distribution fails to comply with § 29-604.07, the partner is personally liable to the partnership for the amount of the distribution which exceeds the amount that could have been distributed pursuant to § 29-610.02. (b) A person that receives a distribution knowing that the distribution violated of § 29-604.07 is personally liable to the limited liability partnership but only to the extent that the distribution received by the person exceeded the amount that could have been properly paid in accordance with § 29-604.07. (c) A person against which an action is commenced because the person is liable under subsection (a) of this section may: (1) Implead any other person that is liable under subsection (a) of this section and seek to enforce a right of contribution from the person; and (2) Implead any person that received a distribution in violation of subsection (b) of this section and seek to enforce a right of contribution from the person in the amount the person received in violation of subsection (b) of this section. (d) An action under this section is barred if not commenced not later than 2 years after the distribution.  (Mar. 5, 2013, D.C. Law 19-210, § 2(f)(10), 59 DCR 13171.)  Section References This section is referenced in § 29-605.03. Editor's Notes Application of Law 19-210: Section 7 of D.C. Law 19-210 provided that the act shall apply as of January 1, 2012.
DC Code § 29-610.04 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 6 - General Partnerships|Subchapter X - Limited Liability Partnership|§ 29-610.04. Administrative revocation of statement of qualification

(a) The Mayor may commence a proceeding under subsections (b) and (c) of this section to revoke the statement of qualification of a limited liability partnership administratively if the partnership does not: (1) Pay any fee, tax, or penalty required to be paid to the Mayor not later than 6 months after it is due; (2) Deliver a biennial report to the Mayor not later than 6 months after it is due; or (3) Have a registered agent in this state for 60 consecutive days. “(b) If the Mayor determines that one or more grounds exist for administratively revoking a statement of qualification, the Mayor shall serve the partnership with notice in a record of the Mayor’s determination. (c) If a limited liability partnership, not later than 60 days after service of the notice is effected under subsection (b) of this section, does not cure or demonstrate to the satisfaction of the Mayor the nonexistence of each ground determined by the Mayor, the Mayor shall administratively revoke the statement of qualification by signing a statement of administrative revocation that recites the grounds for revocation and the effective date of the revocation. The Mayor shall file the statement and serve a copy on the partnership pursuant to § 29-102.10. (d) An administrative revocation under subsection (c) of this section affects only a partnership’s status as a limited liability partnership and is not an event causing dissolution of the partnership. (e) The administrative revocation of a statement of qualification of a limited liability partnership does not terminate the authority of its registered agent.  (Mar. 5, 2013, D.C. Law 19-210, § 2(f)(10), 59 DCR 13171.)  Section References This section is referenced in § 29-610.05. Editor's Notes Application of Law 19-210: Section 7 of D.C. Law 19-210 provided that the act shall apply as of January 1, 2012.
DC Code § 29-610.05 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 6 - General Partnerships|Subchapter X - Limited Liability Partnership|§ 29-610.05. Reinstatement

(a) A partnership whose statement of qualification has been revoked administratively under § 29-610.04 may apply to the Mayor for reinstatement of the statement of qualification not later than 2 years after the effective date of the revocation. The application must state: (1) The name of the partnership at the time of the statement of qualification was administratively revoked, and, if needed, a different name that satisfies §§ 29-103.01 and 29-103.02; (2) The address of the principal office of the partnership and the name and address of its registered agent; (3) The effective date of administrative revocation of the partnership’s statement of qualification; and (4) That the grounds for revocation did not exist or have been cured. (b) To have its statement of qualification reinstated, a partnership must pay all fees, taxes, and penalties that were due to the Mayor at the time of the administrative revocation and all fees, taxes, and penalties that would have been due to the Mayor while the partnership’s statement of qualification was revoked administratively. (c) If the Mayor determines that the application contains the information required by subsection (a) of this section, is satisfied that the information is correct, and determines that all payments required to be made to the Mayor by subsection (b) of this section have been made, the Mayor shall: (1) Cancel the statement of revocation; (2) Prepare a statement of reinstatement stating the Mayor’s determination and the effective date of reinstatement; (3) File the statement of reinstatement; and (4) Serve a copy on the partnership. (d) When reinstatement under this section is effective: (1) It relates back to and takes effect as of the effective date of the administrative revocation; and (2) The partnership’s status as a limited liability partnership continues as if the revocation had never occurred, except for the rights of a person arising out of an act or omission in reliance on the revocation before the person knew or had notice of the reinstatement.  (Mar. 5, 2013, D.C. Law 19-210, § 2(f)(10), 59 DCR 13171.)  Editor's Notes Application of Law 19-210: Section 7 of D.C. Law 19-210 provided that the act shall apply as of January 1, 2012.
DC Code § 29-610.06 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 6 - General Partnerships|Subchapter X - Limited Liability Partnership|§ 29-610.06. Judicial review of denial of reinstatement

(a) If the Mayor denies a partnership’s application for reinstatement following administrative revocation of the partnership’s statement of qualification, the Mayor shall serve the partnership with notice in a record that explains the reasons for the denial. (b) A partnership may seek judicial review of a denial of reinstatement in Superior Court not later than 30 days after service of the notice of denial.  (Mar. 5, 2013, D.C. Law 19-210, § 2(f)(10), 59 DCR 13171.)  Editor's Notes Application of Law 19-210: Section 7 of D.C. Law 19-210 provided that the act shall apply as of January 1, 2012.
DC Code § 29-611.01 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 6 - General Partnerships|Subchapter XI - Transition Provisions|§ 29-611.01. Application to existing relations

(a) This chapter shall apply to a partnership formed after the applicability date of this chapter and to a partnership that elects, as provided by subsection (c) of this section, to be governed by this chapter. (b) On and after one year after the applicability date of this chapter, this chapter shall govern all partnerships, whenever formed. (c) After the applicability date of this chapter, a partnership voluntarily may elect, in the manner provided in its partnership agreement or by law for amending the partnership agreement, to be governed by this chapter. The provisions of this chapter relating to the liability of the partnership’s partners to third parties shall apply to limit those partners’ liability to a third party that had done business with the partnership within one year before the partnership’s election to be governed by this chapter only if the third party knows or has received a notification of the partnership’s election to be governed by this chapter.  (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)  Section References This section is referenced in § 29-601.02.
DC Code § 29-701.01 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 7 - Limited Partnerships|Subchapter I - General Provisions|§ 29-701.01. Short title

This chapter may be cited as the “Uniform Limited Partnership Act of 2010”.  (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)  Editor's Notes Uniform Law: This section is based on § 101 of the Uniform Limited Partnership Act (2001 Act).
DC Code § 29-701.04 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 7 - Limited Partnerships|Subchapter I - General Provisions|§ 29-701.04. Nature, purpose, and duration of entity

(a) A limited partnership is an entity distinct from its partners. A limited partnership is the same entity regardless of whether its certificate states that the limited partnership is a limited liability limited partnership. (b) A limited partnership may be formed under this chapter for any lawful purpose, regardless of whether for profit. (c) A limited partnership shall have a perpetual duration.  (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(g)(2)(B), 59 DCR 13171.)  Section References This section is referenced in § 29-711.01. Effect of Amendments The 2013 amendment by D.C. Law 19-210, in (b), substituted “formed” for “organized” and added “regardless of whether for profit.” Editor's Notes Uniform Law: This section is based on § 104 of the Uniform Limited Partnership Act (2001 Act). Application of Law 19-210: Section 7 of D.C. Law 19-210 provided that the act shall apply as of January 1, 2012.
DC Code § 29-701.05 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 7 - Limited Partnerships|Subchapter I - General Provisions|§ 29-701.05. Powers

A limited partnership shall have the powers to do all things necessary or convenient to carry on its activities or affairs, including the power to sue, be sued, and defend in its own name and to maintain an action against a partner for harm caused to the limited partnership by a breach of the partnership agreement or violation of a duty to the partnership.  (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(g)(2)(C), 59 DCR 13171.)  Section References This section is referenced in § 29-701.07. Effect of Amendments The 2013 amendment by D.C. Law 19-210 substituted “activities or affairs” for “activities.” Editor's Notes Uniform Law: This section is based on § 105 of the Uniform Limited Partnership Act (2001 Act). Application of Law 19-210: Section 7 of D.C. Law 19-210 provided that the act shall apply as of January 1, 2012.
DC Code § 29-701.06 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 7 - Limited Partnerships|Subchapter I - General Provisions|§ 29-701.06. Governing law

The law of the District governs the internal affairs of a limited partnership and the liability of a partner for the debts, obligations, or other liabilities of a limited partnership.  (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(g)(2)(D), 59 DCR 13171.)  Section References This section is referenced in § 29-701.07. Effect of Amendments The 2013 amendment by D.C. Law 19-210 rewrote the section. Editor's Notes Uniform Law: This section is based on § 106 of the Uniform Limited Partnership Act (2001 Act). Application of Law 19-210: Section 7 of D.C. Law 19-210 provided that the act shall apply as of January 1, 2012.
DC Code § 29-701.08 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 7 - Limited Partnerships|Subchapter I - General Provisions|§ 29-701.08. Partnership agreement; effect on limited partnership and person becoming partner; preformation agreement

(a) A limited partnership is bound by and may enforce the partnership agreement, whether or not the partnership has itself manifested assent to the partnership agreement. (b) A person that becomes a partner of a limited partnership is deemed to assent to the partnership agreement. (c) Two or more persons intending to become the initial partners of a limited partnership may make an agreement providing that upon the formation of the partnership the agreement will become the partnership agreement.  (Mar. 5, 2013, D.C. Law 19-210, § 2(g)(2)(G), 59 DCR 13171.)  Section References This section is referenced in § 29-701.02. Editor's Notes Section 2(g)(2)(F) of D.C. Law 19-210 redesignated former § 20-701.08 as § 29-701.10. Application of Law 19-210: Section 7 of D.C. Law 19-210 provided that the act shall apply as of January 1, 2012.