reglab/housing_qa huggingface dataset:
DC Code § 29-705.09 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 7 - Limited Partnerships|Subchapter V - Contributions and Distributions|§ 29-705.09. Liability for improper distributions

(a) A general partner that consents to a distribution made in violation of § 29-705.08 shall be personally liable to the limited partnership for the amount of the distribution which exceeds the amount that could have been distributed without the violation if it is established that in consenting to the distribution the general partner failed to comply with § 29-704.08. (b) A partner or transferee that received a distribution knowing that the distribution to that partner or transferee was made in violation of § 29-705.08 shall be personally liable to the limited partnership but only to the extent that the distribution received by the partner or transferee exceeded the amount that could have been properly paid under § 29-705.08. (c) A general partner against which an action is commenced under subsection (a) of this section may implead in the action any: (1) Other person that is liable under subsection (a) of this section and compel contribution from the person; and (2) Person that received a distribution in violation of subsection (b) of this section and compel contribution from the person in the amount the person received in violation of subsection (b) of this section. (d) An action under this section shall be barred if it is not commenced within 2 years after the distribution.  (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)  Section References This section is referenced in § 29-704.09 and § 29-707.02. Editor's Notes Uniform Law: This section is based on § 509 of the Uniform Limited Partnership Act (2001 Act).
DC Code § 29-706.02 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 7 - Limited Partnerships|Subchapter VI - Dissociation|§ 29-706.02. Effect of dissociation as limited partner

(a) Upon a person’s dissociation as a limited partner: (1) Subject to § 29-707.04, the person shall not have further rights as a limited partner; (2) The person’s obligation of good faith and fair dealing as a limited partner under § 29-703.05(b) shall continue only as to matters arising and events occurring before the dissociation; and (3) Subject to § 29-707.04 and subchapter X of this chapter, any transferable interest owned by the person in the person’s capacity as a limited partner immediately before dissociation shall be owned by the person as a mere transferee. (b) A person’s dissociation as a limited partner does not itself discharge the person from any debt, liability, or other obligation to the limited partnership or the other partners which the person incurred while a limited partner.  (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(g)(7)(B), 59 DCR 13171.)  Section References This section is referenced in § 29-701.02 and § 29-711.01. Effect of Amendments The 2013 amendment by D.C. Law 19-210 substituted “does not itself discharge the person from any debt, liability, or other obligation” for “shall not of itself discharge the person from any obligation” in (b). Editor's Notes Uniform Law: This section is based on § 602 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 § 29-706.04 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 7 - Limited Partnerships|Subchapter VI - Dissociation|§ 29-706.04. Person’s power to dissociate as general partner; wrongful dissociation

(a) A person may dissociate as a general partner at any time, rightfully or wrongfully, by express will pursuant to § 29-706.03(1). (b) A person’s dissociation as a general partner shall be wrongful only if: (1) It is in breach of an express provision of the partnership agreement; or (2) It occurs before the completion of the winding up of the limited partnership and the person: (A) Withdraws as a general partner by express will; (B) Expelled as a general partner by judicial determination under § 29-706.03(5); (C) Is dissociated as a general partner by becoming a debtor in bankruptcy; or (D) In the case of a person that is not an individual, trust (other than a business trust), or estate, is expelled or otherwise dissociated as a general partner because it willfully dissolved or terminated. (c) A person that wrongfully dissociates as a general partner shall be liable to the limited partnership and, subject to § 29-709.01, to the other partners for damages caused by the dissociation. The liability shall be in addition to any other obligation of the general partner to the limited partnership or to the other partners.  (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(g)(7)(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 substituted “completion of the winding up” for “termination” in (b)(2). Editor's Notes Uniform Law: This section is based on § 604 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 § 29-706.05 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 7 - Limited Partnerships|Subchapter VI - Dissociation|§ 29-706.05. Effect of dissociation as general partner

(a) Upon a person’s dissociation as a general partner: (1) The person’s right to participate as a general partner in the management and conduct of the partnership’s activities and affairs shall terminate; (2) The person’s duty of loyalty as a general partner under § 29-704.08(b)(3) shall terminate; (3) The person’s duty of loyalty as a general partner under § 29-704.08(b)(1) and (2) and duty of care under § 29-704.08(c) continue only with regard to matters arising and events occurring before the person’s dissociation as a general partner; (4) The person may sign and deliver to the Mayor for filing a statement of dissociation pertaining to the person and, at the request of the limited partnership, shall sign an amendment to the certificate of limited partnership which states that the person has dissociated; and (5) Subject to § 29-707.04, subchapter X of this chapter, and Chapter 2 of this title, any transferable interest owned by the person immediately before dissociation in the person’s capacity as a general partner shall be owned by the person as a mere transferee. (b) A person’s dissociation as a general partner shall not of itself discharge the person from any debt, liability, or other obligation to the limited partnership or the other partners which the person incurred while a general partner.  (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(g)(7)(E), 59 DCR 13171.)  Section References This section is referenced in § 29-701.02 and § 29-702.04. Effect of Amendments The 2013 amendment by D.C. Law 19-210 substituted “activities and affairs” for “activities” in (a)(1); and substituted “debt, liability, or other obligation” for “obligation” in (b). Editor's Notes Uniform Law: This section is based on § 605 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 § 29-706.06 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 7 - Limited Partnerships|Subchapter VI - Dissociation|§ 29-706.06. Power to bind and liability to limited partnership before dissolution of partnership of person dissociated as general partner

(a) After a person is dissociated as a general partner and before the limited partnership is dissolved, merged out of existence, converted, or domesticated under subchapter X of this chapter or Chapter 2 of this title, or otherwise ceases to exist in the form of a limited partnership as a result of a transaction under Chapter 2 of this title, the limited partnership shall be bound by an act of the person only if: (1) The act would have bound the limited partnership under § 29-704.02 before the dissociation; and (2) At the time the other party enters into the transaction: (A) Less than 2 years has passed since the dissociation; and (B) The other party does not have notice of the dissociation and reasonably believes that the person is a general partner. (b) If a limited partnership is bound under subsection (a) of this section, the person dissociated as a general partner which caused the limited partnership to be bound shall be liable: (1) To the limited partnership for any damage caused to the limited partnership arising from the obligation incurred under subsection (a) of this section; and (2) If a general partner or another person dissociated as a general partner is liable for the obligation, to the general partner or other person for any damage caused to the general partner or other person arising from the liability.  (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(g)(7)(F), 59 DCR 13171.)  Effect of Amendments The 2013 amendment by D.C. Law 19-210 substituted “merged out of existence, converted, or domesticated” for “merged” in (a). Editor's Notes Uniform Law: This section is based on § 606 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 § 29-706.07 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 7 - Limited Partnerships|Subchapter VI - Dissociation|§ 29-706.07. Liability to other persons of person dissociated as general partner

(a) A person’s dissociation as a general partner shall not of itself discharge the person’s liability as a general partner for a debt, obligation, or other liability of the limited partnership incurred before dissociation. Except as otherwise provided in subsections (b) and (c) of this section, the person shall not be liable for a limited partnership’s debt, obligation, or other liability incurred after dissociation. (b) A person whose dissociation as a general partner resulted in a dissolution and winding up of the limited partnership’s activities and affairs shall not be liable to the same extent as a general partner under § 29-704.04 on a debt, obligation, or other liability incurred by the limited partnership under § 29-708.04. (c) A person that has dissociated as a general partner but whose dissociation did not result in a dissolution and winding up of the limited partnership’s activities and affairs shall not be liable on a transaction entered into by the limited partnership after the dissociation only if: (1) A general partner would be liable on the transaction; and (2) At the time the other party enters into the transaction: (A) Less than 2 years has passed since the dissociation; and (B) The other party does not have notice of the dissociation and reasonably believes that the person is a general partner. (d) By agreement with a creditor of a limited partnership and the limited partnership, a person dissociated as a general partner may be released from liability for a debt, liability, or other obligation of the limited partnership. (e) A person dissociated as a general partner shall be released from liability for a debt, obligation, or other liability of the limited partnership if the limited partnership’s creditor, with notice of the person’s dissociation as a general partner but without the person’s consent, agrees to a material alteration in the nature or time of payment of the a debt, obligation, or other liability.  (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(g)(7)(G), 59 DCR 13171.)  Section References This section is referenced in § 29-708.09 and § 29-710.07. Effect of Amendments The 2013 amendment by D.C. Law 19-210 substituted “a debt, obligation, or other liability” for “an obligation” or variants thereof in (a), (d) and (e); and substituted “activities and affairs” for “activities” in (b) and (c). Editor's Notes Uniform Law: This section is based on § 607 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 § 29-707.01 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 7 - Limited Partnerships|Subchapter VII - Transferable Interests and Rights of Transferees and Creditors|§ 29-707.01. Partner’s transferable interest

A transferable interest is personal property.  (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(g)(8)(A), 59 DCR 13171.)  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 § 701 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 § 29-707.02 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 7 - Limited Partnerships|Subchapter VII - Transferable Interests and Rights of Transferees and Creditors|§ 29-707.02. Transfer of partner’s transferable interest

(a) A transfer, in whole or in part, of a partner’s transferable interest: (1) Is permissible; (2) Shall not by itself cause the partner’s dissociation or a dissolution and winding up of the limited partnership’s activities and affairs; and (3) Shall not, as against the other partners or the limited partnership, entitle the transferee to participate in the management or conduct of the limited partnership’s activities and affairs, to require access to information concerning the limited partnership’s transactions except as otherwise provided in subsection (c) of this section, or to inspect or copy the required information or the limited partnership’s other records. (b) A transferee shall have a right to receive, in accordance with the transfer: (1) Distributions to which the transferor would otherwise be entitled; and (2) Upon the dissolution and winding up of the limited partnership’s activities and affairs, the net amount otherwise distributable to the transferor. (c) In a dissolution and winding up, a transferee shall be entitled to an account of the limited partnership’s transactions only from the date of dissolution. (d) Upon transfer, the transferor retain the rights of a partner other than the interest in distributions transferred and shall retain all duties and obligations of a partner. (e) A limited partnership need not give effect to a transferee’s rights under this section until the limited partnership has notice of the transfer. (f) A transfer of a partner’s transferable interest in the limited partnership in violation of a restriction on transfer contained in the partnership agreement shall be ineffective as to a person having notice of the restriction at the time of transfer. (g) A transferee that becomes a partner with respect to a transferable interest shall be liable for the transferor’s obligations under §§ 29-705.02 and 29-705.09. However, the transferee shall not be obligated for liabilities unknown to the transferee at the time the transferee became a partner. (h) A transferable interest may be evidenced by a certificate of the interest issued by a limited partnership in a record, and, subject to this section, the interest represented by the certificate may be transferred by a transfer of the certificate.  (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(g)(8)(B), 59 DCR 13171.)  Section References This section is referenced in § 29-707.03 and § 29-707.04. Effect of Amendments The 2013 amendment by D.C. Law 19-210 substituted “activities and affairs” for “activities” in (a)(2), (a)(3), and (b)(2); and added (h). Editor's Notes Uniform Law: This section is based on § 702 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 § 29-707.03 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 7 - Limited Partnerships|Subchapter VII - Transferable Interests and Rights of Transferees and Creditors|§ 29-707.03. Charging order

(a) On application by a judgment creditor of a partner or transferee, the Superior Court may enter a charging order against the transferable interest of the judgment debtor for the unsatisfied amount of the judgment. A charging order constitutes a lien on a judgment debtor’s transferable interest and requires the limited partnership to pay over to the person to which the charging order was issued any distribution that otherwise would be paid to the judgment debtor. (b) To the extent necessary to effectuate the collection of distributions pursuant to a charging order in effect under subsection (a) of this section, the Superior Court may: (1) Appoint a receiver of the distributions subject to the charging order, with the power to make all inquiries the judgment debtor might have made; and (2) Make all other orders necessary to give effect to the charging order. (c) Upon a showing that distributions under a charging order will not pay the judgment debt within a reasonable time, the Superior Court may foreclose the lien and order the sale of the transferable interest. The purchaser at the foreclosure sale obtains only the transferable interest, does not thereby become a partner, and is subject to § 29-707.02. (d) At any time before foreclosure under subsection (c) of this section, the partner or transferee whose transferable interest is subject to a charging order under subsection (a) of this section may extinguish the charging order by satisfying the judgment and filing a certified copy of the satisfaction with the Superior Court. (e) At any time before foreclosure under subsection (c) of this section, a limited partnership or one or more partners whose transferable interests are not subject to the charging order may pay to the judgment creditor the full amount due under the judgment and thereby succeed to the rights of the judgment creditor, including the charging order. (f) This chapter does not deprive any partner or transferee of the benefit of any exemption law applicable to the transferable interest of the partner or transferee. (g) This section provides the exclusive remedy by which a person seeking to enforce a judgment against a partner or transferee may, in the capacity of a judgment creditor, satisfy the judgment from the judgment debtor’s transferable interest.  (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(g)(8)(C), 59 DCR 13171.)  Section References This section is referenced in § 29-701.09. 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 § 703 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 § 29-707.04 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 7 - Limited Partnerships|Subchapter VII - Transferable Interests and Rights of Transferees and Creditors|§ 29-707.04. Power of legal representative of deceased partner

If a partner dies, the deceased partner’s personal representative or other legal representative may exercise the rights of a transferee as provided in § 29-707.02 and, for the purposes of settling the estate, may exercise the rights of a current limited partner under § 29-703.04.  (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(g)(8)(D), 59 DCR 13171.)  Section References This section is referenced in § 29-703.04, § 29-704.07, § 29-706.02, and § 29-706.05. Effect of Amendments The 2013 amendment by D.C. Law 19-210 substituted “legal representative” for “estate” in the section heading. Editor's Notes Uniform Law: This section is based on § 704 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 § 29-708.01 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 7 - Limited Partnerships|Subchapter VIII - Dissolution|§ 29-708.01. Nonjudicial dissolution

Except as otherwise provided in § 29-708.02, a limited partnership is dissolved, and its activities and affairs shall be wound up, only upon the occurrence of any of the following: (1) The happening of an event specified in the partnership agreement; (2) The consent of all general partners and of limited partners owning a majority of the rights to receive distributions as limited partners at the time the consent is to be effective; (3) After the dissociation of a person as a general partner: (A) If the limited partnership has at least one remaining general partner, the consent to dissolve the limited partnership given within 90 days after the dissociation by partners owning a majority of the rights to receive distributions as partners at the time the consent is to be effective; or (B) If the limited partnership does not have a remaining general partner, the passage of 90 days after the dissociation, unless before the end of the period: (i) Consent to continue the activities and affairs of the limited partnership and admit at least one general partner is given by limited partners owning a majority of the rights to receive distributions as limited partners at the time the consent is to be effective; and (ii) At least one person is admitted as a general partner in accordance with the consent; (4) The passage of 90 days after the dissociation of the limited partnership’s last limited partner, unless before the end of the period the limited partnership admits at least one limited partner; or (5) The signing and filing of a certificate of dissolution by the Mayor under § 29-106.02.  (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(g)(9)(A), 59 DCR 13171.)  Section References This section is referenced in § 29-702.04, § 29-703.01, § 29-704.01, and § 29-711.01. Effect of Amendments The 2013 amendment by D.C. Law 19-210 substituted “activities and affairs” for “activities” in the introductory language and in (3)(B)(i). Editor's Notes Uniform Law: This section is based on § 801 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 § 29-708.02 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 7 - Limited Partnerships|Subchapter VIII - Dissolution|§ 29-708.02. Judicial dissolution

On application by a partner the Superior Court may order dissolution of a limited partnership if it is not reasonably practicable to carry on the activities and affairs of the limited partnership in conformity with the partnership agreement.  (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(g)(9)(B), 59 DCR 13171.)  Section References This section is referenced in § 29-701.07, § 29-708.01, and § 29-708.10. Effect of Amendments The 2013 amendment by D.C. Law 19-210 substituted “activities and affairs” for “activities”. Editor's Notes Uniform Law: This section is based on § 802 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.