reglab/statecodes huggingface dataset:
2023 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

§ 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).
2023 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

§ 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).
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 7 - Limited Partnerships › Subchapter VIII - Dissolution › § 29–708.10. Rescinding 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.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 7 - Limited Partnerships › Subchapter VIII - Dissolution › § 29–708.11. Court proceedings

§ 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.
2023 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

§ 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.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 7 - Limited Partnerships › Subchapter IX - Actions by Partners › § 29–709.02. Derivative action

§ 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).
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 7 - Limited Partnerships › Subchapter IX - Actions by Partners › § 29–709.03. Proper plaintiff

§ 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).
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 7 - Limited Partnerships › Subchapter IX - Actions by Partners › § 29–709.04. Pleading

§ 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).
2023 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

§ 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.
2023 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

§ 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.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 7 - Limited Partnerships › Subchapter X - Merger › § 29–710.01. Definitions

§ 29–710.01. Definitions.
For the purposes of this subchapter, the term:
(1) “Constituent limited partnership” means a domestic or foreign limited partnership that is a party to a merger.
(2) “Governing statute” of a domestic or foreign limited partnership means the statute that governs the partnership’s internal affairs.
(3) “Personal liability” means personal liability for a debt, liability, or other obligation of a limited partnership which is imposed on a person that co-owns, has an interest in, or is a member of the limited partnership by the limited partnership’s:
(A) Governing statute solely by reason of the person co-owning, having an interest in, or being a member of the limited partnership; or
(B) Certificate of limited partnership and partnership agreement under a provision of the limited partnership’s governing statute authorizing those documents to make one or more specified persons liable for all or specified debts, liabilities, and other obligations of the limited partnership solely by reason of the person or persons co-owning, having an interest in, or being a member of the limited partnership.
(4) “Surviving limited partnership” means a domestic or foreign limited partnership into which one or more other domestic or foreign limited partnerships are merged. A surviving limited partnership may preexist the merger or be created by the merger.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Editor's Notes
Uniform Law: This section is based on § 1101 of the Uniform Limited Partnership Act (2001 Act).
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 7 - Limited Partnerships › Subchapter X - Merger › § 29–710.02. Merger

§ 29–710.02. Merger.
(a) A limited partnership may merge with one or more other domestic or foreign limited partnerships and 2 or more foreign limited partnerships may merge into a domestic limited partnership pursuant to this section, §§ 29-710.03 through 29-710.05, and a plan of merger, if:
(1) The governing statute of each of the other constituent limited partnerships authorizes the merger; and
(2) Each of the other constituent limited partnerships complies with its governing statute in effecting the merger.
(b) A plan of merger shall be in a record and shall include:
(1) The name of each constituent limited partnership;
(2) The name of the surviving limited partnership and, if the surviving limited partnership is to be created by the merger, a statement to that effect;
(3) The terms and conditions of the merger, including the manner and basis for converting the interests in each constituent limited partnership into any combination of money, interests in the surviving limited partnership, interests in any other organization, and other consideration;
(4) If the surviving limited partnership is to be created by the merger, the certificate of limited partnership and partnership agreement of the surviving limited partnership; and
(5) If the surviving limited partnership is not to be created by the merger, any amendments to be made by the merger to the certificate of limited partnership and partnership agreement of the surviving limited partnership.
(c) A merger in which a limited partnership and another form of entity are parties shall be governed by Chapter 2 of this title.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Editor's Notes
Uniform Law: This section is based on § 1106 of the Uniform Limited Partnership Act (2001 Act).
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 7 - Limited Partnerships › Subchapter X - Merger › § 29–710.03. Action on plan of merger by constituent limited partnership

§ 29–710.03. Action on plan of merger by constituent limited partnership.
(a) Subject to § 29-710.06, a plan of merger shall be consented to by all the partners of a constituent limited partnership.
(b) Subject to § 29-710.06 and any contractual rights, after a merger is approved, and at any time before a filing is made under § 29-710.04, a constituent limited partnership may amend the plan or abandon the planned merger:
(1) As provided in the plan; and
(2) Except as prohibited by the plan, with the same consent as was required to approve the plan.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Section References
This section is referenced in § 29-710.02.
Editor's Notes
Uniform Law: This section is based on § 1107 of the Uniform Limited Partnership Act (2001 Act).
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 7 - Limited Partnerships › Subchapter X - Merger › § 29–710.04. Filings required for merger; effective date

§ 29–710.04. Filings required for merger; effective date.
(a) After each constituent limited partnership has approved a merger, articles of merger shall be signed on behalf of each preexisting:
(1) Domestic limited partnership, by each general partner listed in the certificate of limited partnership; and
(2) Foreign limited partnership, by an authorized representative.
(b) The articles of merger shall include:
(1) The name of each constituent limited partnership and the jurisdiction of its governing statute;
(2) The name of the surviving limited partnership, the jurisdiction of its governing statute, and, if the surviving limited partnership is created by the merger, a statement to that effect;
(3) The date the merger is effective under the governing statute of the surviving limited partnership;
(4) If the surviving limited partnership is to be created by the merger, its certificate of limited partnership;
(5) If the surviving limited partnership preexists the merger, any amendments provided for in the plan of merger to its certificate of limited partnership;
(6) A statement as to each constituent limited partnership that the merger was approved as required by the limited partnership’s governing statute;
(7) If the surviving limited partnership is a foreign limited partnership not authorized to do business in the District, the street and mailing address of an office which the Mayor may use for the purposes of § 29-710.05(b); and
(8) Any additional information required by the governing statute of any constituent limited partnership.
(c) Each constituent limited partnership shall deliver the articles of merger for filing with the Mayor.
(d) A merger shall be effective under this subchapter upon the later of:
(1) Compliance with subsection (c) of this section; or
(2) Subject to subchapter II of Chapter 2 of this title, as specified in the articles of merger.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Section References
This section is referenced in § 29-702.04, § 29-710.03, and § 29-710.05.
Editor's Notes
Uniform Law: This section is based on § 1108 of the Uniform Limited Partnership Act (2001 Act).
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 7 - Limited Partnerships › Subchapter X - Merger › § 29–710.05. Effect of merger

§ 29–710.05. Effect of merger.
(a) When a merger becomes effective:
(1) The surviving limited partnership shall continue or come into existence;
(2) Each constituent limited partnership that merges into the surviving limited partnership shall cease to exist as a separate entity;
(3) All property owned by each constituent limited partnership that ceases to exist shall vest in the surviving limited partnership;
(4) All debts, liabilities, and other obligations of each constituent limited partnership that ceases to exist shall be the obligations of the surviving limited partnership;
(5) An action or proceeding pending by or against any constituent limited partnership that ceases to exist may be continued as if the merger had not occurred;
(6) Except as prohibited by other law, all of the rights, privileges, immunities, powers, and purposes of each constituent limited partnership that ceases to exist shall vest in the surviving limited partnership;
(7) Except as otherwise provided in the plan of merger, the terms and conditions of the plan of merger shall take effect;
(8) Except as otherwise agreed, if a constituent limited partnership ceases to exist, the merger shall not dissolve the limited partnership for the purposes of subchapter VIII of this chapter;
(9) If the surviving limited partnership is created by the merger, its certificate of limited partnership shall become effective; and
(10) If the surviving limited partnership preexists the merger, any amendments provided for in the articles of merger to its certificate of limited partnership and partnership agreement shall become effective.
(b) A surviving limited partnership that is a foreign limited partnership consents to the jurisdiction of the Superior Court to enforce any obligation owed by a constituent limited partnership, if before the conversion the constituent limited partnership was subject to suit in the District on that obligation. A surviving limited partnership that is a foreign limited partnership and not authorized to do business in the District may be served with process at the address required in the articles of merger under § 29-710.04(b)(7).
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Section References
This section is referenced in § 29-710.04.
Editor's Notes
Uniform Law: This section is based on § 1109 of the Uniform Limited Partnership Act (2001 Act).
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 7 - Limited Partnerships › Subchapter X - Merger › § 29–710.06. Restrictions on approval of mergers and on relinquishing limited liability limited partnership status

§ 29–710.06. Restrictions on approval of mergers and on relinquishing limited liability limited partnership status.
(a) If a partner of a constituent limited partnership will have personal liability with respect to any organization as a result of a merger, approval and amendment of a plan of merger shall be ineffective without the consent of that partner, unless:
(1) The limited partnership’s partnership agreement provides for the approval of the merger with the consent of less than all the partners; and
(2) The partner has consented to the provision of the partnership agreement.
(b) An amendment to a certificate of limited partnership which deletes a statement that the limited partnership is a limited liability limited partnership shall be ineffective without the consent of each general partner unless:
(1) The limited partnership’s partnership agreement provides for the amendment with the consent of less than all the general partners; and
(2) Each general partner that does not consent to the amendment has consented to the provision of the partnership agreement.
(c) A partner shall not give the consent required by subsection (a) or (b) of this section merely by consenting to a provision of the partnership agreement which permits the partnership agreement to be amended with the consent of fewer than all the partners.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Section References
This section is referenced in § 29-701.07, § 29-704.06, and § 29-710.03.
Editor's Notes
Uniform Law: This section is based on § 1110 of the Uniform Limited Partnership Act (2001 Act).
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 7 - Limited Partnerships › Subchapter X - Merger › § 29–710.07. Liability of general partner after merger

§ 29–710.07. Liability of general partner after merger.
(a) A merger under this article shall not discharge any liability under §§ 29-704.04 and 29-706.07 of a person that was a general partner in or dissociated as a general partner from a constituent limited partnership, but:
(1) The provisions of this chapter pertaining to the collection or discharge of that liability shall continue to apply to that liability;
(2) For the purposes of applying those provisions, the surviving limited partnership shall be deemed to be the constituent limited partnership; and
(3) If a person is required to pay any amount under this subsection:
(A) The person shall have a right of contribution from each other person that was liable as a general partner under § 29-704.04 when the obligation was incurred and has not been released from the obligation under § 29-706.07; and
(B) The contribution due from each of those persons shall be in proportion to the right to receive distributions in the capacity of general partner in effect for each of those persons when the obligation was incurred.
(b) In addition to any other liability provided by law:
(1) A person that immediately before a merger became effective was a general partner in a constituent limited partnership that was not a limited liability limited partnership shall be personally liable for each obligation of the surviving limited partnership arising from a transaction with a third party after the merger becomes effective if, at the time the third party enters into the transaction, the third party:
(A) Does not have notice of the merger; and
(B) Reasonably believes that:
(i) The surviving business is the constituent limited partnership;
(ii) The constituent limited partnership is not a limited liability limited partnership; and
(iii) The person is a general partner in the constituent limited partnership; and
(2) A person that was dissociated as a general partner from a constituent limited partnership before the merger became effective shall be personally liable for each obligation of the surviving limited partnership arising from a transaction with a third party after the merger becomes effective if:
(A) Immediately before the merger became effective, the surviving limited partnership was not a limited liability limited partnership; and
(B) At the time the third party enters into the transaction, less than 2 years have passed since the person dissociated as a general partner and the third party:
(i) Does not have notice of the dissociation;
(ii) Does not have notice of the merger; and
(iii) Reasonably believes that the surviving limited partnership is the constituent limited partnership, the constituent limited partnership is not a limited liability limited partnership, and the person is a general partner in the constituent limited partnership.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Editor's Notes
Uniform Law: This section is based on § 1111 of the Uniform Limited Partnership Act (2001 Act).
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 7 - Limited Partnerships › Subchapter X - Merger › § 29–710.08. Power of general partners and persons dissociated as general partners to bind limited partnership after merger

§ 29–710.08. Power of general partners and persons dissociated as general partners to bind limited partnership after merger.
(a) An act of a person that immediately before a merger became effective was a general partner in a constituent limited partnership shall bind the surviving limited partnership after the merger becomes effective if:
(1) Before the merger became effective, the act would have bound the constituent limited partnership under § 29-704.02; and
(2) At the time the third party enters into the transaction, the third party:
(A) Does not have notice of the merger; and
(B) Reasonably believes that the surviving business is the constituent limited partnership and that the person is a general partner in the constituent limited partnership.
(b) An act of a person that before a merger became effective was dissociated as a general partner from a constituent limited partnership shall bind the surviving limited partnership after the merger becomes effective if:
(1) Before the merger became effective, the act would have bound the constituent limited partnership under § 29-704.02 if the person had been a general partner; and
(2) At the time the third party enters into the transaction, less than 2 years have passed since the person dissociated as a general partner and the third party:
(A) Does not have notice of the dissociation;
(B) Does not have notice of the merger; and
(C) Reasonably believes that the surviving limited partnership is the constituent limited partnership and that the person is a general partner in the constituent limited partnership.
(c) If a person having knowledge of the merger causes a surviving limited partnership to incur an obligation under subsection (a) or (b) of this section, the person shall be liable:
(1) To the surviving limited partnership for any damage caused to the surviving limited partnership arising from the obligation; and
(2) If another person is liable for the obligation, to that other person for any damage caused to that other person arising from that liability.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Editor's Notes
Uniform Law: This section is based on § 1112 of the Uniform Limited Partnership Act (2001 Act).
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 8 - Limited Liability Companies › Subchapter I - General Provisions › § 29–801.01. Short title

§ 29–801.01. Short title.
This chapter may be cited as the “Uniform Limited Liability Company 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 Company Act (2006 Act).
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 8 - Limited Liability Companies › Subchapter I - General Provisions › § 29–801.03. Knowledge; notice

§ 29–801.03. Knowledge; notice.
(a) A person knows a fact when the person:
(1) Has actual knowledge of it; or
(2) Is deemed to know it under subsection (d)(1) of this section or law other than this chapter.
(b) A person has notice of a fact when the person:
(1) Has reason to know the fact from all of the facts known to the person at the time in question; or
(2) Is deemed to have notice of the fact under subsection (d)(2) of this section;
(c) A person notifies another of a fact by taking steps reasonably required to inform the other person in ordinary course, whether or not the other person knows the fact.
(d) A person that is not a member shall be deemed to:
(1) Know of a limitation on authority to transfer real property as provided in § 29-803.02(g); and
(2) Have notice of a limited liability company’s:
(A) Dissolution, 90 days after a statement of dissolution under § 29- 807.02(b)(2)(A) becomes effective;
(B) Termination, 90 days after a statement of termination § 29-807.02(b)(2)(F) becomes effective; and
(C) Participation in a merger, interest exchange, conversion, or domestication, 90 days after the articles of merger, interest exchange, conversion, or domestication under subchapter IX of this chapter or under Chapter 2 of this title becomes effective.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(h)(2)(B), 59 DCR 13171.)
Section References
This section is referenced in § 29-803.02.
Effect of Amendments
The 2013 amendment by D.C. Law 19-210 rewrote (d)(2)(C).
Editor's Notes
Uniform Law: This section is based on § 103 of the Uniform Limited Company Act (2006 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.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 8 - Limited Liability Companies › Subchapter I - General Provisions › § 29–801.04. Nature, purpose, and duration of limited liability company

§ 29–801.04. Nature, purpose, and duration of limited liability company.
(a) A limited liability company is an entity distinct from its member or members.
(b) A limited liability company may have any lawful purpose, regardless of whether for profit.
(c) A limited liability company shall have perpetual duration.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(h)(2)(C), 59 DCR 13171.)
Effect of Amendments
The 2013 amendment by D.C. Law 19-210 substituted “member or members” for “members” in (a).
Editor's Notes
Uniform Law: This section is based on § 104 of the Uniform Limited Company Act (2006 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.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 8 - Limited Liability Companies › Subchapter I - General Provisions › § 29–801.05. Powers

§ 29–801.05. Powers.
A limited liability company shall have the capacity to sue and be sued in its own name and the power to do all things necessary or convenient to carry on its activities and affairs.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(h)(2)(D), 59 DCR 13171.)
Section References
This section is referenced in § 29-801.07.
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 § 105 of the Uniform Limited Company Act (2006 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.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 8 - Limited Liability Companies › Subchapter I - General Provisions › § 29–801.06. Governing law

§ 29–801.06. Governing law.
The law of the District shall govern:
(1) The internal affairs of a limited liability company; and
(2) The liability of a member as member and a manager as manager for the debts, obligations, or other liabilities of a limited liability company.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Section References
This section is referenced in § 29-801.07.
Editor's Notes
Uniform Law: This section is based on § 106 of the Uniform Limited Company Act (2006 Act).
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 8 - Limited Liability Companies › Subchapter I - General Provisions › § 29–801.08. Operating agreement; effect on limited liability company and persons becoming members; preformation agreement

§ 29–801.08. Operating agreement; effect on limited liability company and persons becoming members; preformation agreement.
(a) A limited liability company shall be bound by, and may enforce, the operating agreement, whether or not the company has itself manifested assent to the operating agreement.
(b) A person that becomes a member of a limited liability company shall be deemed to assent to the operating agreement.
(c) Two or more persons intending to become the initial members of a limited liability company may make an agreement providing that upon the formation of the company the agreement will become the operating agreement. One person intending to become the initial member of a limited liability company may assent to terms providing that, upon the formation of the company, the terms will become the operating agreement.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Section References
This section is referenced in § 29-801.07.
Editor's Notes
Uniform Law: This section is based on § 111 of the Uniform Limited Company Act (2006 Act).
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 8 - Limited Liability Companies › Subchapter I - General Provisions › § 29–801.09. Operating agreement; effect on third parties and relationship to records effective on behalf of limited liability company

§ 29–801.09. Operating agreement; effect on third parties and relationship to records effective on behalf of limited liability company.
(a) An operating agreement may specify that its amendment requires the approval of a person that is not a party to the operating agreement or the satisfaction of a condition. An amendment shall be ineffective if its adoption does not include the required approval or satisfy the specified condition.
(b) The obligations of a limited liability company and its members to a person in the person’s capacity as a transferee or dissociated member shall be governed by the operating agreement. Subject only to any court order issued under § 29-805.03(b)(2) to effectuate a charging order, an amendment to the operating agreement made after a person becomes a transferee or dissociated member shall be effective with regard to any debt, obligation, or other liability of the limited liability company or its members to the person in the person’s capacity as a transferee or dissociated member and is not effective to the extent the amendment imposes a new debt, obligation, or other liability on the transferee or person dissociated as a member.
(c) If a record that has been delivered by a limited liability company to the Mayor for filing and has become effective under this chapter contains a provision that would be ineffective under § 29-801.07(c) or (d)(3) if contained in the operating agreement, the provision shall likewise be ineffective in the record.
(d) Subject to subsection (c) of this section, if a record that has been delivered by a limited liability company to the Mayor for filing and has become effective under this chapter conflicts with a provision of the operating agreement:
(1) The operating agreement shall prevail as to members, dissociated members, transferees, and managers; and
(2) The record shall prevail as to other persons to the extent they reasonably rely on the record.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(h)(2)(F), 59 DCR 13171.)
Section References
This section is referenced in § 29-801.07, § 29-802.01, and § 29-810.01.
Effect of Amendments
The 2013 amendment by D.C. Law 19-210 added “and is not effective to the extent the amendment imposes a new debt, obligation, or other liability on the transferee or person dissociated as a member” at the end of (b); and substituted “§ 29-801.07(c) or (d)(3)” for “§ 29-801.07(c)” in (c).
Editor's Notes
Uniform Law: This section is based on § 112 of the Uniform Limited Company Act (2006 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.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 8 - Limited Liability Companies › Subchapter II - Formation; Certificate of Organization, and Other Filings › § 29–802.02. Amendment or restatement of certificate of organization

§ 29–802.02. Amendment or restatement of certificate of organization.
(a) A certificate of organization may be amended or restated at any time.
(b) To amend its certificate of organization, a limited liability company shall deliver to the Mayor for filing an amendment stating:
(1) The name of the company;
(2) The date of filing of its initial certificate of organization; and
(3) The changes the amendment makes to the certificate as most recently amended or restated.
(c) To restate its certificate of organization, a limited liability company shall deliver to the Mayor for filing a restatement, designated as such in its heading.
(d) If a member of a member-managed limited liability company, or a manager of a manager-managed limited liability company, knows that any information in a filed certificate of organization was inaccurate when the certificate was filed or has become inaccurate owing to changed circumstances, the member or manager shall promptly:
(1) Cause the certificate to be amended; or
(2) If appropriate, deliver to the Mayor for filing a statement of change under §§ 29-104.07 through 29-104.10 or a statement of correction under § 29-102.05.
(e) A limited liability company may amend its certificate of organization to delete the information required by § 29-802.01(b)(2) at any time after it has filed its first biennial report under § 29-102.11.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(h)(3)(B), 59 DCR 13171.)
Section References
This section is referenced in § 29-802.05.
Effect of Amendments
The 2013 amendment by D.C. Law 19-210 substituted “initial certificate” for “certificate” in (b)(2); deleted “stating” following “heading” at the end of (c) and substituted a closing period for the semicolon; repealed (c)(1) through (c)(3); repealed (d), which read: “Subject to §§ 29-801.09(c) and 29-802.05(c), an amendment to or restatement of a certificate of organization shall be effective when filed by the Mayor.”; and redesignated former (e) and (f) as (d) and (e), respectively.
Editor's Notes
Uniform Law: This section is based on § 202 of the Uniform Limited Company Act (2006 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.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 8 - Limited Liability Companies › Subchapter II - Formation; Certificate of Organization, and Other Filings › § 29–802.03. Signing of records to be delivered for filing to Mayor

§ 29–802.03. Signing of records to be delivered for filing to Mayor.
(a) A record delivered to the Mayor for filing pursuant to this chapter must be signed as follows:
(1) Except as otherwise provided in paragraph (2) and (3) of this subsection, a record signed on behalf of a limited liability company shall be signed by a person authorized by the company.
(2) A limited liability company’s initial certificate of organization shall be signed by at least one person acting as an organizer.
(3) A record filed on behalf of a dissolved limited liability company that has no members shall be signed by the person winding up the company’s activities and affairs under § 29-807.02(c) or a person appointed under § 29-807.02(d) to wind up those activities and affairs.
(4) A statement of denial by a person under § 29-803.03 shall be signed by that person.
(5) Any other record delivered to the Mayor for filing on behalf of a person shall be signed by that person.
(b) A person that signs a record as an agent or legal representative thereby affirms that the person is authorized to sign the record.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(h)(3)(C), 59 DCR 13171.)
Section References
This section is referenced in § 29-809.04.
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 § 203 of the Uniform Limited Company Act (2006 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.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 8 - Limited Liability Companies › Subchapter II - Formation; Certificate of Organization, and Other Filings › § 29–802.04. Signing and filing pursuant to judicial order

§ 29–802.04. Signing and filing pursuant to judicial order.
(a) If a person required by this chapter to sign a record or deliver a record to the Mayor for filing under this chapter does not do so, any other person that is aggrieved may petition the Superior Court to order:
(1) The person to sign the record;
(2) The person to deliver the record to the Mayor for filing; or
(3) The Mayor to file the record unsigned.
(b) If a petitioner under subsection (a) of this section is not the limited liability company or foreign limited liability company to which the record pertains, the petitioner shall make the company a party to the action.
(c) A record filed under subsection (a)(3) of this section is effective without being signed.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(h)(3)(D), 59 DCR 13171.)
Section References
This section is referenced in § 29-801.07 and § 29-802.05.
Effect of Amendments
The 2013 amendment by D.C. Law 19-210 added (c).
Editor's Notes
Uniform Law: This section is based on § 204 of the Uniform Limited Company Act (2006 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.