reglab/housing_qa huggingface dataset:
DC Code § 29-708.03 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 7 - Limited Partnerships|Subchapter VIII - Dissolution|§ 29-708.03. Winding up

(a) A limited partnership shall continue after dissolution only for the purpose of winding up its activities and affairs. (b) In winding up its activities and affairs, the limited partnership: (1) May amend its certificate of limited partnership to state that the limited partnership is dissolved, preserve the limited partnership business or property as a going concern for a reasonable time, prosecute and defend actions and proceedings, whether civil, criminal, or administrative, transfer the limited partnership’s property, settle disputes by mediation or arbitration, file a statement of termination as provided in § 29-702.03, and perform other necessary acts; and (2) Shall discharge the limited partnership’s liabilities, settle and close the limited partnership’s activities, and marshal and distribute the assets of the partnership. (c) If a dissolved limited partnership does not have a general partner, a person to wind up the dissolved limited partnership’s activities and affairs may be appointed by the consent of limited partners owning a majority of the rights to receive distributions as limited partners at the time the consent is to be effective. A person appointed under this subsection shall: (1) Have the powers of a general partner under § 29-708.04; and (2) Promptly amend the certificate of limited partnership to state: (A) That the limited partnership does not have a general partner; (B) The name of the person that has been appointed to wind up the limited partnership; and (C) The street and mailing address of the person. (d) On the application of any partner, the Superior Court may order judicial supervision of the winding up, including the appointment of a person to wind up the dissolved limited partnership’s activities and affairs, if: (1) A limited partnership does not have a general partner and within a reasonable time following the dissolution no person has been appointed pursuant to subsection (c) of this section; or (2) The applicant establishes other good cause.  (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(g)(9)(C), 59 DCR 13171.)  Section References This section is referenced in § 29-701.07, § 29-702.02, § 29-702.03, and § 29-702.04. Effect of Amendments The 2013 amendment by D.C. Law 19-210 substituted “activities and affairs” for “activities” throughout the section. Editor's Notes Uniform Law: This section is based on § 803 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 § 29-708.04 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 7 - Limited Partnerships|Subchapter VIII - Dissolution|§ 29-708.04. Power of general partner and person dissociated as general partner to bind partnership after dissolution

(a) A limited partnership shall be bound by a general partner’s act after dissolution which: (1) Is appropriate for winding up the limited partnership’s activities and affairs; or (2) Would have bound the limited partnership under § 29-704.02 before dissolution, if, at the time the other party enters into the transaction, the other party does not have notice or knowledge of the dissolution. (b) A person dissociated as a general partner shall bind a limited partnership through an act occurring after dissolution if: (1) 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; and (2) The act: (A) Is appropriate for winding up the limited partnership’s activities; or (B) Would have bound the limited partnership under § 29-704.02 before dissolution and at the time the other party enters into the transaction the other party does not have notice or knowledge of the dissolution.  (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(g)(9)(D), 59 DCR 13171.)  Section References This section is referenced in § 29-706.07, § 29-708.03, and § 29-708.05. Effect of Amendments The 2013 amendment by D.C. Law 19-210 substituted “activities and affairs” for “activities” in (a)(1); and substituted “notice or knowledge” for “notice” in (a)(2) and (b)(2)(B). Editor's Notes Uniform Law: This section is based on § 804 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 § 29-708.05 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 7 - Limited Partnerships|Subchapter VIII - Dissolution|§ 29-708.05. Liability after dissolution of general partner and person dissociated as general partner to limited partnership, other general partners, and persons dissociated as general partner

(a) If a general partner having knowledge of the dissolution causes a limited partnership to incur an obligation under § 29-708.04(a) by an act that is not appropriate for winding up the partnership’s activities and affairs, the general partner shall be liable: (1) To the limited partnership for any damage caused to the limited partnership arising from the obligation; and (2) If another general partner or a person dissociated as a general partner is liable for the obligation, to that other general partner or person for any damage caused to that other general partner or person arising from the liability. (b) If a person dissociated as a general partner causes a limited partnership to incur an obligation under § 29-708.04(b), the person shall be liable: (1) To the limited partnership for any damage caused to the limited partnership arising from the obligation; 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)(9)(E), 59 DCR 13171.)  Effect of Amendments The 2013 amendment by D.C. Law 19-210 substituted “activities and affairs” for “activities” in (a). Editor's Notes Uniform Law: This section is based on § 805 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 § 29-708.06 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 7 - Limited Partnerships|Subchapter VIII - Dissolution|§ 29-708.06. Known claims against dissolved limited partnership

(a) A dissolved limited partnership may dispose of the known claims against it by following the procedure described in subsection (b) of this section. (b) A dissolved limited partnership may notify its known claimants of the dissolution in a record. The notice shall: (1) Specify the information required to be included in a claim; (2) Provide a mailing address to which the claim is to be sent; (3) State the deadline for receipt of the claim, which may not be less than 120 days after the date the notice is received by the claimant; (4) State that the claim will be barred if not received by the deadline; and (5) Unless the limited partnership has been throughout its existence a limited liability limited partnership, state that the barring of a claim against the limited partnership will also bar any corresponding claim against any general partner or person dissociated as a general partner which is based on § 29-704.04. (c) A claim against a dissolved limited partnership shall be barred if the requirements of subsection (b) of this section are met and: (1) The claim is not received by the specified deadline; or (2) In the case of a claim that is timely received but rejected by the dissolved limited partnership, the claimant does not commence an action to enforce the claim against the limited partnership within 90 days after the receipt of the notice of the rejection. (d) This section shall not apply to a claim based on an event occurring after the effective date of dissolution or a liability that is contingent on that date.  (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)  Section References This section is referenced in § 29-705.08, § 29-708.07, § 29-708.08, and § 29-708.11. Editor's Notes Uniform Law: This section is based on § 806 of the Uniform Limited Partnership Act (2001 Act).
DC Code § 29-708.07 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 7 - Limited Partnerships|Subchapter VIII - Dissolution|§ 29-708.07. Other claims against dissolved limited partnership

(a) A dissolved limited partnership may publish notice of its dissolution and request persons having claims against the limited partnership to present them in accordance with the notice. (b) The notice shall: (1) Be published at least once in a newspaper of general circulation in the District; (2) Describe the information required to be contained in a claim and provide a mailing address to which the claim is to be sent; (3) State that a claim against the limited partnership is barred unless an action to enforce the claim is commenced within 3 years after publication of the notice; and (4) Unless the limited partnership has been throughout its existence a limited liability limited partnership, state that the barring of a claim against the limited partnership will also bar any corresponding claim against any general partner or person dissociated as a general partner which is based on § 29-704.04. (c) If a dissolved limited partnership publishes a notice in accordance with subsection (b) of this section, the claim of each of the following claimants shall be barred unless the claimant commences an action to enforce the claim against the dissolved limited partnership within 3 years after the publication date of the notice: (1) A claimant that did not receive notice in a record under § 29-708.06; (2) A claimant whose claim was timely sent to the dissolved limited partnership but not acted on; and (3) A claimant whose claim is contingent or based on an event occurring after the effective date of dissolution. (d) A claim not barred under this section may be enforced: (1) Against the dissolved limited partnership, to the extent of its undistributed assets; (2) If the assets have been distributed in liquidation, against a partner or transferee to the extent of that person’s proportionate share of the claim or the limited partnership’s assets distributed to the partner or transferee in liquidation, whichever is less, but a person’s total liability for all claims under this paragraph shall not exceed the total amount of assets distributed to the person as part of the winding up of the dissolved limited partnership; or (3) Against any person liable on the claim under § 29-704.04.  (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)  Section References This section is referenced in § 29-705.08 and § 29-708.08. Editor's Notes Uniform Law: This section is based on § 807 of the Uniform Limited Partnership Act (2001 Act).
DC Code § 29-708.08 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 7 - Limited Partnerships|Subchapter VIII - Dissolution|§ 29-708.08. Liability of general partner and person dissociated as general partner when claim against limited partnership barred

If a claim against a dissolved limited partnership is barred under § 29-708.06 or § 29-708.07, any corresponding claim under § 29-704.04 shall also be barred.  (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)  Section References This section is referenced in § 29-705.08. Editor's Notes Uniform Law: This section is based on § 808 of the Uniform Limited Partnership Act (2001 Act).
DC Code § 29-708.10 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 7 - Limited Partnerships|Subchapter VIII - Dissolution|§ 29-708.10. Rescinding dissolution

(a) A limited partnership may rescind its dissolution, unless a statement of termination applicable to the partnership is effective, the Superior Court has entered an order under § 29-708.02 dissolving the partnership, or the Mayor has dissolved the partnership under § 29-106.02. (b) Rescinding dissolution under this section requires: (1) The consent of each partner; and (2) If the limited partnership has delivered to the Mayor for filing an amendment to the certificate of limited partnership stating that the partnership is dissolved and if: (A) The amendment is not effective, the filing by the partnership of a statement of withdrawal under § 29-102.04 applicable to the amendment; or (B) The amendment is effective, the delivery by the partnership to the Mayor for filing of an amendment to the certificate of limited partnership stating that dissolution has been rescinded under this section. (c) If a limited partnership rescinds its dissolution: (1) The partnership resumes carrying on its activities and affairs as if dissolution had never occurred; (2) Subject to paragraph (3) of this subsection, any liability incurred by the partnership after the dissolution and before the rescission is effective is determined as if dissolution had never occurred; and (3) The rights of a third party arising out of conduct in reliance on the dissolution before the third party knew or had notice of the rescission may not be adversely affected.  (Mar. 5, 2013, D.C. Law 19-210, § 2(g)(9)(G), 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 § 29-708.11 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 7 - Limited Partnerships|Subchapter VIII - Dissolution|§ 29-708.11. Court proceedings

(a) A dissolved limited partnership that has published a notice under § 29-708.06(b) may file an application with the Superior Court, or, if the principal office is not located in the District, in an appropriate court where the company’s principal office is located, for a determination of the amount and form of security to be provided for payment of claims that are contingent, have not been made known to the partnership, or are based on an event occurring after the effective date of dissolution but which, based on the facts known to the partnership, are reasonably expected to arise after the effective date of dissolution. Security is not required for any claim that is or is reasonably anticipated to be barred under § 29-708.06(c). (b) Not later than 10 days after the filing of an application under subsection (a) of this section, the dissolved limited partnership shall give notice of the proceeding to each claimant holding a contingent claim known to the partnership. (c) In a proceeding brought under this section, the court may appoint a guardian ad litem to represent all claimants whose identities are unknown. The reasonable fees and expenses of the guardian, including all reasonable expert witness fees, must be paid by the dissolved limited partnership. (d) A dissolved limited partnership that provides security in the amount and form ordered by the court under subsection (a) of this section satisfies the partnership’s obligations with respect to claims that are contingent, have not been made known to the partnership, or are based on an event occurring after the effective date of dissolution, and such claims may not be enforced against a partner or transferee that received assets in liquidation.  (Mar. 5, 2013, D.C. Law 19-210, § 2(g)(9)(G), 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 § 29-709.01 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 7 - Limited Partnerships|Subchapter IX - Actions by Partners|§ 29-709.01. Direct action by partner

(a) Subject to subsection (b) of this section, a partner may maintain a direct action in the Superior Court against the limited partnership or another partner for legal or equitable relief, with or without an accounting as to the partnership’s activities and affairs, to enforce the rights and otherwise protect the interests of the partner, including rights and interests under the partnership agreement or this chapter or arising independently of the partnership relationship. (b) A partner commencing a direct action under this section shall be required to plead and prove an actual or threatened injury that is not solely the result of an injury suffered or threatened to be suffered by the limited partnership. (c) The accrual of, and any time limitation on, a right of action for a remedy under this section shall be governed by other law. A right to an accounting upon a dissolution and winding up shall not revive a claim barred by law.  (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(g)(10)(A), 59 DCR 13171.)  Section References This section is referenced in § 29-706.04. Effect of Amendments The 2013 amendment by D.C. Law 19-210 substituted “activities and affairs” for “activities” in (a). Editor's Notes Uniform Law: This section is based on § 1001 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 § 29-709.02 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 7 - Limited Partnerships|Subchapter IX - Actions by Partners|§ 29-709.02. Derivative action

A partner may maintain a derivative action in the Superior Court to enforce a right of a limited partnership if: (1) The partner first makes a demand on the general partners, requesting that they cause the limited partnership to bring an action to enforce the right, and the general partners do not bring the action within a reasonable time; or (2) A demand would be futile.  (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)  Editor's Notes Uniform Law: This section is based on § 1002 of the Uniform Limited Partnership Act (2001 Act).
DC Code § 29-709.03 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 7 - Limited Partnerships|Subchapter IX - Actions by Partners|§ 29-709.03. Proper plaintiff

A derivative action shall be maintained only by a person that is a partner at the time the action is commenced and: (1) That was a partner when the conduct giving rise to the action occurred; or (2) Whose status as a partner devolved upon the person by operation of law or pursuant to the terms of the partnership agreement from a person that was a partner at the time of the conduct.  (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)  Editor's Notes Uniform Law: This section is based on § 1003 of the Uniform Limited Partnership Act (2001 Act).
DC Code § 29-709.04 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 7 - Limited Partnerships|Subchapter IX - Actions by Partners|§ 29-709.04. Pleading

In a derivative action, the complaint shall state with particularity: (1) The date and content of plaintiff’s demand and the general partners’ response to the demand; or (2) Why demand should be excused as futile.  (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)  Editor's Notes Uniform Law: This section is based on § 1004 of the Uniform Limited Partnership Act (2001 Act).
DC Code § 29-709.05 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 7 - Limited Partnerships|Subchapter IX - Actions by Partners|§ 29-709.05. Proceeds and expenses

(a) Except as otherwise provided in subsection (b) of this section: (1) Any proceeds or other benefits of a derivative action, whether by judgment, compromise, or settlement, shall belong to the limited partnership and not to the derivative plaintiff; (2) If the derivative plaintiff receives any proceeds, the derivative plaintiff shall immediately remit them to the limited partnership. (b) If a derivative action is successful in whole or in part, the Superior Court may award the plaintiff reasonable expenses, including reasonable attorneys’ fees, from the recovery of the limited partnership. (c) A derivative action on behalf of a limited partnership may not be voluntarily dismissed or settled without the Superior Court’s approval.  (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(g)(10)(B), 59 DCR 13171.)  Effect of Amendments The 2013 amendment by D.C. Law 19-210 added (c). Editor's Notes Uniform Law: This section is based on § 1005 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 § 29-709.06 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 7 - Limited Partnerships|Subchapter IX - Actions by Partners|§ 29-709.06. Special litigation committee

(a) If a limited partnership is named as or made a party in a derivative proceeding, the partnership may appoint a special litigation committee to investigate the claims asserted in the proceeding and determine whether pursuing the action is in the best interests of the partnership. If the partnership appoints a special litigation committee, on motion by the committee made in the name of the partnership, except for good cause shown, the Superior Court shall stay discovery for the time reasonably necessary to permit the committee to complete its investigation. This subsection does not prevent the court from enforcing a person’s right to information under § 29-703.04 or 29-704.07 or, for good cause shown, granting extraordinary relief in the form of a temporary restraining order or preliminary injunction. (b) A special litigation committee may be composed of one or more disinterested and independent individuals, who may be partners. (c) A special litigation committee may be appointed: (1) By a majority of the general partners not named as defendants or plaintiffs in the proceeding; and (2) If all general partners are named as defendants or plaintiffs in the proceeding, by a majority of the general partners named as defendants. (d) After appropriate investigation, a special litigation committee may determine that it is in the best interests of the limited partnership that the proceeding: (1) Continue under the control of the plaintiff; (2) Continue under the control of the committee; (3) Be settled on terms approved by the committee; or (4) Be dismissed. (e) After making a determination under subsection (d) of this section, a special litigation committee shall file with the Superior Court a statement of its determination and its report supporting its determination and shall serve each party with a copy of the determination and report. The court shall determine whether the members of the committee were disinterested and independent and whether the committee conducted its investigation and made its recommendation in good faith, independently, and with reasonable care, with the committee having the burden of proof. If the court finds that the members of the committee met their burden of proof, were disinterested and independent, and that the committee acted in good faith, independently, and with reasonable care, the court shall enforce the determination of the committee. Otherwise, the court shall dissolve the stay of discovery entered under subsection (a) of this section and allow the action to proceed under the direction of the plaintiff.  (Mar. 5, 2013, D.C. Law 19-210, § 2(g)(10)(C), 59 DCR 13171.)  Section References This section is referenced in § 29-701.07. 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.