reglab/statecodes huggingface dataset:
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 6 - General Partnerships › Subchapter X - Limited Liability Partnership › § 29–610.03. Liability for improper distributions by limited liability partnership

§ 29–610.03. Liability for improper distributions by limited liability partnership.
(a) If a partner of a limited liability partnership consents to a distribution made in violation of § 29-610.02 and in consenting to the distribution fails to comply with § 29-604.07, the partner is personally liable to the partnership for the amount of the distribution which exceeds the amount that could have been distributed pursuant to § 29-610.02.
(b) A person that receives a distribution knowing that the distribution violated of § 29-604.07 is personally liable to the limited liability partnership but only to the extent that the distribution received by the person exceeded the amount that could have been properly paid in accordance with § 29-604.07.
(c) A person against which an action is commenced because the person is liable under subsection (a) of this section may:
(1) Implead any other person that is liable under subsection (a) of this section and seek to enforce a right of contribution from the person; and
(2) Implead any person that received a distribution in violation of subsection (b) of this section and seek to enforce a right of contribution from the person in the amount the person received in violation of subsection (b) of this section.
(d) An action under this section is barred if not commenced not later than 2 years after the distribution.
(Mar. 5, 2013, D.C. Law 19-210, § 2(f)(10), 59 DCR 13171.)
Section References
This section is referenced in § 29-605.03.
Editor's Notes
Application of Law 19-210: Section 7 of D.C. Law 19-210 provided that the act shall apply as of January 1, 2012.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 6 - General Partnerships › Subchapter X - Limited Liability Partnership › § 29–610.04. Administrative revocation of statement of qualification

§ 29–610.04. Administrative revocation of statement of qualification.
(a) The Mayor may commence a proceeding under subsections (b) and (c) of this section to revoke the statement of qualification of a limited liability partnership administratively if the partnership does not:
(1) Pay any fee, tax, or penalty required to be paid to the Mayor not later than 6 months after it is due;
(2) Deliver a biennial report to the Mayor not later than 6 months after it is due; or
(3) Have a registered agent in this state for 60 consecutive days. “(b) If the Mayor determines that one or more grounds exist for administratively revoking a statement of qualification, the Mayor shall serve the partnership with notice in a record of the Mayor’s determination.
(c) If a limited liability partnership, not later than 60 days after service of the notice is effected under subsection (b) of this section, does not cure or demonstrate to the satisfaction of the Mayor the nonexistence of each ground determined by the Mayor, the Mayor shall administratively revoke the statement of qualification by signing a statement of administrative revocation that recites the grounds for revocation and the effective date of the revocation. The Mayor shall file the statement and serve a copy on the partnership pursuant to § 29-102.10.
(d) An administrative revocation under subsection (c) of this section affects only a partnership’s status as a limited liability partnership and is not an event causing dissolution of the partnership.
(e) The administrative revocation of a statement of qualification of a limited liability partnership does not terminate the authority of its registered agent.
(Mar. 5, 2013, D.C. Law 19-210, § 2(f)(10), 59 DCR 13171.)
Section References
This section is referenced in § 29-610.05.
Editor's Notes
Application of Law 19-210: Section 7 of D.C. Law 19-210 provided that the act shall apply as of January 1, 2012.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 6 - General Partnerships › Subchapter X - Limited Liability Partnership › § 29–610.05. Reinstatement

§ 29–610.05. Reinstatement.
(a) A partnership whose statement of qualification has been revoked administratively under § 29-610.04 may apply to the Mayor for reinstatement of the statement of qualification not later than 2 years after the effective date of the revocation. The application must state:
(1) The name of the partnership at the time of the statement of qualification was administratively revoked, and, if needed, a different name that satisfies §§ 29-103.01 and 29-103.02;
(2) The address of the principal office of the partnership and the name and address of its registered agent;
(3) The effective date of administrative revocation of the partnership’s statement of qualification; and
(4) That the grounds for revocation did not exist or have been cured.
(b) To have its statement of qualification reinstated, a partnership must pay all fees, taxes, and penalties that were due to the Mayor at the time of the administrative revocation and all fees, taxes, and penalties that would have been due to the Mayor while the partnership’s statement of qualification was revoked administratively.
(c) If the Mayor determines that the application contains the information required by subsection (a) of this section, is satisfied that the information is correct, and determines that all payments required to be made to the Mayor by subsection (b) of this section have been made, the Mayor shall:
(1) Cancel the statement of revocation;
(2) Prepare a statement of reinstatement stating the Mayor’s determination and the effective date of reinstatement;
(3) File the statement of reinstatement; and
(4) Serve a copy on the partnership.
(d) When reinstatement under this section is effective:
(1) It relates back to and takes effect as of the effective date of the administrative revocation; and
(2) The partnership’s status as a limited liability partnership continues as if the revocation had never occurred, except for the rights of a person arising out of an act or omission in reliance on the revocation before the person knew or had notice of the reinstatement.
(Mar. 5, 2013, D.C. Law 19-210, § 2(f)(10), 59 DCR 13171.)
Editor's Notes
Application of Law 19-210: Section 7 of D.C. Law 19-210 provided that the act shall apply as of January 1, 2012.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 6 - General Partnerships › Subchapter X - Limited Liability Partnership › § 29–610.06. Judicial review of denial of reinstatement

§ 29–610.06. Judicial review of denial of reinstatement.
(a) If the Mayor denies a partnership’s application for reinstatement following administrative revocation of the partnership’s statement of qualification, the Mayor shall serve the partnership with notice in a record that explains the reasons for the denial.
(b) A partnership may seek judicial review of a denial of reinstatement in Superior Court not later than 30 days after service of the notice of denial.
(Mar. 5, 2013, D.C. Law 19-210, § 2(f)(10), 59 DCR 13171.)
Editor's Notes
Application of Law 19-210: Section 7 of D.C. Law 19-210 provided that the act shall apply as of January 1, 2012.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 6 - General Partnerships › Subchapter XI - Transition Provisions › § 29–611.01. Application to existing relations

§ 29–611.01. Application to existing relations.
(a) This chapter shall apply to a partnership formed after the applicability date of this chapter and to a partnership that elects, as provided by subsection (c) of this section, to be governed by this chapter.
(b) On and after one year after the applicability date of this chapter, this chapter shall govern all partnerships, whenever formed.
(c) After the applicability date of this chapter, a partnership voluntarily may elect, in the manner provided in its partnership agreement or by law for amending the partnership agreement, to be governed by this chapter. The provisions of this chapter relating to the liability of the partnership’s partners to third parties shall apply to limit those partners’ liability to a third party that had done business with the partnership within one year before the partnership’s election to be governed by this chapter only if the third party knows or has received a notification of the partnership’s election to be governed by this chapter.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Section References
This section is referenced in § 29-601.02.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 7 - Limited Partnerships › Subchapter I - General Provisions › § 29–701.01. Short title

§ 29–701.01. Short title.
This chapter may be cited as the “Uniform Limited Partnership Act of 2010”.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Editor's Notes
Uniform Law: This section is based on § 101 of the Uniform Limited Partnership Act (2001 Act).
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 7 - Limited Partnerships › Subchapter I - General Provisions › § 29–701.04. Nature, purpose, and duration of entity

§ 29–701.04. Nature, purpose, and duration of entity.
(a) A limited partnership is an entity distinct from its partners. A limited partnership is the same entity regardless of whether its certificate states that the limited partnership is a limited liability limited partnership.
(b) A limited partnership may be formed under this chapter for any lawful purpose, regardless of whether for profit.
(c) A limited partnership shall have a perpetual duration.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(g)(2)(B), 59 DCR 13171.)
Section References
This section is referenced in § 29-711.01.
Effect of Amendments
The 2013 amendment by D.C. Law 19-210, in (b), substituted “formed” for “organized” and added “regardless of whether for profit.”
Editor's Notes
Uniform Law: This section is based on § 104 of the Uniform Limited Partnership Act (2001 Act).
Application of Law 19-210: Section 7 of D.C. Law 19-210 provided that the act shall apply as of January 1, 2012.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 7 - Limited Partnerships › Subchapter I - General Provisions › § 29–701.05. Powers

§ 29–701.05. Powers.
A limited partnership shall have the powers to do all things necessary or convenient to carry on its activities or affairs, including the power to sue, be sued, and defend in its own name and to maintain an action against a partner for harm caused to the limited partnership by a breach of the partnership agreement or violation of a duty to the partnership.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(g)(2)(C), 59 DCR 13171.)
Section References
This section is referenced in § 29-701.07.
Effect of Amendments
The 2013 amendment by D.C. Law 19-210 substituted “activities or affairs” for “activities.”
Editor's Notes
Uniform Law: This section is based on § 105 of the Uniform Limited Partnership Act (2001 Act).
Application of Law 19-210: Section 7 of D.C. Law 19-210 provided that the act shall apply as of January 1, 2012.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 7 - Limited Partnerships › Subchapter I - General Provisions › § 29–701.06. Governing law

§ 29–701.06. Governing law.
The law of the District governs the internal affairs of a limited partnership and the liability of a partner for the debts, obligations, or other liabilities of a limited partnership.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(g)(2)(D), 59 DCR 13171.)
Section References
This section is referenced in § 29-701.07.
Effect of Amendments
The 2013 amendment by D.C. Law 19-210 rewrote the section.
Editor's Notes
Uniform Law: This section is based on § 106 of the Uniform Limited Partnership Act (2001 Act).
Application of Law 19-210: Section 7 of D.C. Law 19-210 provided that the act shall apply as of January 1, 2012.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 7 - Limited Partnerships › Subchapter I - General Provisions › § 29–701.08. Partnership agreement; effect on limited partnership and person becoming partner; preformation agreement

§ 29–701.08. Partnership agreement; effect on limited partnership and person becoming partner; preformation agreement.
(a) A limited partnership is bound by and may enforce the partnership agreement, whether or not the partnership has itself manifested assent to the partnership agreement.
(b) A person that becomes a partner of a limited partnership is deemed to assent to the partnership agreement.
(c) Two or more persons intending to become the initial partners of a limited partnership may make an agreement providing that upon the formation of the partnership the agreement will become the partnership agreement.
(Mar. 5, 2013, D.C. Law 19-210, § 2(g)(2)(G), 59 DCR 13171.)
Section References
This section is referenced in § 29-701.02.
Editor's Notes
Section 2(g)(2)(F) of D.C. Law 19-210 redesignated former § 20-701.08 as § 29-701.10.
Application of Law 19-210: Section 7 of D.C. Law 19-210 provided that the act shall apply as of January 1, 2012.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 7 - Limited Partnerships › Subchapter I - General Provisions › § 29–701.09. Partnership agreement; effect on third parties and relationship to records effective on behalf of limited partnership

§ 29–701.09. Partnership agreement; effect on third parties and relationship to records effective on behalf of limited partnership.
(a) A partnership agreement may specify that its amendment requires the approval of a person that is not a party to the agreement or the satisfaction of a condition. An amendment is ineffective if its adoption does not include the required approval or satisfy the specified condition.
(b) The obligations of a limited partnership and its partners to a person in the person’s capacity as a transferee or person dissociated as a partner are governed by the partnership agreement. Subject only to a court order issued under § 29-707.03(b)(2) to effectuate a charging order, an amendment to the partnership agreement made after a person becomes a transferee or is dissociated as a partner:
(1) Is effective with regard to any debt, obligation, or other liability of the limited partnership or its partners to the person in the person’s capacity as a transferee or person dissociated as a partner; and
(2) Is not effective to the extent the amendment imposes a new debt, obligation, or other liability on the transferee or person dissociated as a partner.
(c) If a record delivered by a limited partnership to the Mayor for filing becomes effective and contains a provision that would be ineffective under § 29-701.07(b) or (c)(2) if contained in the partnership agreement, the provision is ineffective in the record.
(d) Subject to subsection (c) of this section, if a record delivered by a limited partnership to the Mayor for filing becomes effective and conflicts with a provision of the partnership agreement:
(1) The agreement prevails as to partners, persons dissociated as partners, and transferees; and
(2) The record prevails as to other persons to the extent they reasonably rely on the record.
(Mar. 5, 2013, D.C. Law 19-210, § 2(g)(2)(G), 59 DCR 13171.)
Editor's Notes
Section 2(g)(2)(F) of D.C. Law 19-210 redesignated former § 20-701.09 as § 29-701.11.
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 I - General Provisions › § 29–701.10. Required information

§ 29–701.10. Required information.
A limited partnership shall maintain at its principal office the following information:
(1) A current list in a record showing the full name and last known street and mailing address of each partner, separately identifying the general partners, in alphabetical order, and the limited partners, in alphabetical order;
(2) A copy of the initial certificate of limited partnership and all amendments to and restatements of the certificate, together with signed copies of any powers of attorney under which any certificate, amendment, or restatement has been signed;
(3) A copy of any articles of merger filed under subchapter X of this chapter and of any statement of merger, interest exchange, conversion, or domestication filed under Chapter 2 of this title;
(4) A copy of the limited partnership’s federal, state, and local income tax returns and reports, if any, for the 3 most recent years;
(5) A copy of any partnership agreement made in a record and any amendment made in a record to any partnership agreement;
(6) A copy of any financial statement of the limited partnership for the 3 most recent years;
(7) A copy of the 3 most recent biennial reports delivered by the limited partnership to the Mayor pursuant to § 29-102.11;
(8) A copy of any record made by the limited partnership during the past 3 years of any consent given by or vote taken of any partner pursuant to this chapter or the partnership agreement; and
(9) Unless contained in a partnership agreement made in a record, a record stating:
(A) A description of the agreed value of contributions other than money made and agreed to be contributed by each partner;
(B) The times at which, or events on the happening of which, any additional contributions agreed to be made by each partner are to be made;
(C) For any person that is both a general partner and a limited partner, a specification of what transferable interest the person owns in each capacity; and
(D) Any events upon the happening of which the limited partnership is to be dissolved and its activities or affairs wound up.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, §§ 2(g)(2)(F), 2(g)(2)(H), 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 redesignated former § 29-701.08 as § 29-701.10; and substituted “A description of the agreed value of contributions other than money made” for “The amount of cash, and a description and statement of the agreed value of the other benefits, contributed” in (9)(A); and substituted “activities or affairs” for “activities” in (9)(D).
Editor's Notes
Uniform Law: This section is based on § 111 of the Uniform Limited Partnership Act (2001 Act).
Section 2(g)(2)(F) of D.C. Law 19-210 redesignated former § 20-701.10 as § 29-701.12.
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 I - General Provisions › § 29–701.11. Business transactions of partner with partnership

§ 29–701.11. Business transactions of partner with partnership.
A partner may lend money to and do other business with the limited partnership and has the same rights and obligations with respect to the loan or other transaction as a person that is not a partner.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(g)(2)(F), 59 DCR 13171.)
Effect of Amendments
The 2013 amendment by D.C. Law 19-210 redesignated former § 29-701.09 as § 29-701.11.
Editor's Notes
Uniform Law: This section is based on § 112 of the Uniform Limited Partnership Act (2001 Act).
Section 2(g)(2)(F) of D.C. Law 19-210 redesignated former § 20-701.11 as § 29-701.13.
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 I - General Provisions › § 29–701.12. Dual capacity

§ 29–701.12. Dual capacity.
A person may be both a general partner and a limited partner. A person that is both a general and limited partner shall have the rights, powers, duties, and obligations provided by this chapter and the partnership agreement in each of those capacities. When the person acts as a general partner, the person shall be subject to the obligations, duties, and restrictions under this chapter and the partnership agreement for general partners. When the person acts as a limited partner, the person shall be subject to the obligations, duties, and restrictions under this chapter and the partnership agreement for limited partners.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(g)(2)(F), 59 DCR 13171.)
Effect of Amendments
The 2013 amendment by D.C. Law 19-210 redesignated former § 29-701.10 as § 29-701.12.
Editor's Notes
Uniform Law: This section is based on § 113 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 I - General Provisions › § 29–701.13. Consent and proxies of partners

§ 29–701.13. Consent and proxies of partners.
Action requiring the consent of partners under this chapter may be taken without a meeting, and a partner may appoint a proxy to consent or otherwise act for the partner by signing an appointment record, either personally or by the partner’s attorney in fact.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(g)(2)(F), 59 DCR 13171.)
Effect of Amendments
The 2013 amendment by D.C. Law 19-210 redesignated former § 29-701.11 as § 29-701.13.
Editor's Notes
Uniform Law: This section is based on § 118 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 II - Formation; Certificate of Limited Partnership and Other Filings › § 29–702.01. Formation of limited partnership; certificate of limited partnership

§ 29–702.01. Formation of limited partnership; certificate of limited partnership.
(a) In order for a limited partnership to be formed, a certificate of limited partnership shall be delivered to the Mayor for filing. The certificate shall state:
(1) The name of the limited partnership, which shall comply with §§ 29-103.01 and 29-103.02(d);
(2) The information required by § 29-104.04;
(3) The name and the street and mailing address of each general partner and the limited partnership’s principal office;
(4) Whether the limited partnership is a limited liability limited partnership; and
(5) Any additional information required by subchapter X of this chapter.
(b) A certificate of limited partnership may also contain any other matters but may not vary or otherwise affect the provisions specified in § 29-701.07(b) in a manner inconsistent with that section.
(c) If there has been substantial compliance with subsection (a) of this section, subject to subchapter II of Chapter 1 of this title, a limited partnership is formed when:
(1) The certificate of limited partnership has become effective:
(2) At least 2 persons have become partners;
(3) At least one person has become a general partner; and
(4) At least one person has become a limited partner.
(d) Subject to subsection (b) of this section, if any provision of a partnership agreement is inconsistent with the filed certificate of limited partnership, or with a filed statement of dissociation, termination, or change, or with filed articles of merger, or with a statement of merger, interest exchange, conversion, or domestication filed under Chapter 2 of this title:
(1) The partnership agreement shall prevail as to partners and transferees; and
(2) The filed document shall prevail as to persons, other than partners and transferees, that reasonably rely on the filed record to their detriment.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(g)(3)(A), 59 DCR 13171.)
Section References
This section is referenced in § 29-101.06, § 29-701.02, and § 29-711.01.
Effect of Amendments
The 2013 amendment by D.C. Law 19-210 substituted “general partner and the limited partnership’s principal office” for “general partner” in (a)(3); and rewrote (c).
Editor's Notes
Uniform Law: This section is based on § 201 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 II - Formation; Certificate of Limited Partnership and Other Filings › § 29–702.02. Amendment or restatement of certificate

§ 29–702.02. Amendment or restatement of certificate.
(a) To amend its certificate of limited partnership, a limited partnership shall deliver to the Mayor for filing an amendment stating:
(1) The name of the limited partnership;
(2) The date of filing of its initial certificate; and
(3) The changes the amendment makes to the certificate as most recently amended or restated.
(b) A limited partnership shall promptly deliver to the Mayor for filing an amendment to a certificate of limited partnership to reflect the:
(1) Admission of a new general partner;
(2) Dissociation of a person as a general partner; or
(3) Appointment of a person to wind up the limited partnership’s activities or affairs under § 29-708.03(c) or (d).
(c) A general partner that knows that any information in a filed certificate of limited partnership was inaccurate when the certificate was filed or has become inaccurate due to changed circumstances shall promptly:
(1) Cause the certificate to be amended; or
(2) If appropriate, deliver to the Mayor for filing a statement of correction pursuant to § 29-102.05 or § 29-104.07.
(d) A certificate of limited partnership may be amended at any time for any other proper purpose as determined by the limited partnership.
(e) A restated certificate of limited partnership may be delivered to the Mayor for filing in the same manner as an amendment.
(f) Subject to § 29-102.03, an amendment or restated certificate shall be effective when filed by the Mayor.
(g) A certificate of limited partnership may also be amended by filing articles of merger under subchapter X of this chapter or a statement of merger, interest exchange, conversion, or domestication under Chapter 2 of this title.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(g)(3)(B), 59 DCR 13171.)
Section References
This section is referenced in § 29-702.06.
Effect of Amendments
The 2013 amendment by D.C. Law 19-210 substituted “activities or affairs” for “activities” in (b)(3); and substituted “inaccurate” for “false” in (c).
Editor's Notes
Uniform Law: This section is based on § 202 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 II - Formation; Certificate of Limited Partnership and Other Filings › § 29–702.03. Statement of termination

§ 29–702.03. Statement of termination.
A dissolved limited partnership that has completed winding up may deliver to the Mayor for filing a statement of termination that states:
(1) The name of the limited partnership;
(2) The date of filing of its initial certificate of limited partnership; and
(3) Any other information as determined by the general partners filing the statement or by a person appointed pursuant to § 29-708.03(c) or (d).
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Section References
This section is referenced in § 29-708.03.
Editor's Notes
Uniform Law: This section is based on § 203 of the Uniform Limited Partnership Act (2001 Act).
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 7 - Limited Partnerships › Subchapter II - Formation; Certificate of Limited Partnership and Other Filings › § 29–702.05. Signing and filing pursuant to judicial order

§ 29–702.05. 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 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) Deliver the record to the Mayor for filing; or
(3) The Mayor to file the record unsigned.
(b) If the person aggrieved under subsection (a) of this section is not the limited partnership or foreign limited partnership to which the record pertains, the aggrieved person shall make the limited partnership or foreign limited partnership a party to the action. A person aggrieved under subsection (a) of this section may seek the remedies provided in subsection (a) of this section in the same action in combination or in the alternative.
(c) A record filed unsigned pursuant to this section shall be effective without being signed.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Section References
This section is referenced in § 29-702.06.
Editor's Notes
Uniform Law: This section is based on § 205 of the Uniform Limited Partnership Act (2001 Act).
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 7 - Limited Partnerships › Subchapter II - Formation; Certificate of Limited Partnership and Other Filings › § 29–702.06. Liability for inaccurate information in filed record

§ 29–702.06. Liability for inaccurate information in filed record.
(a) If a record delivered to the Mayor for filing under this chapter and filed by the Mayor contains inaccurate information, a person that suffers loss by reliance on the information may recover damages for the loss from:
(1) A person that signed the record, or caused another to sign it on the person’s behalf, and knew the information to be inaccurate at the time the record was signed; and
(2) A general partner that has notice that the information was inaccurate when the record was filed or has become inaccurate because of changed circumstances, if the general partner has notice for a reasonably sufficient time before the information is relied upon to enable the general partner to effect an amendment under § 29-702.02, file a petition pursuant to § 29-702.05, or deliver to the Mayor for filing a statement of change pursuant to § 29-104.07 or a statement of correction pursuant to § 29-102.05.
(b) Signing a record authorized or required to be filed under this chapter shall constitute an affirmation under the penalties of making false statements that the facts stated in the record are true.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(g)(3)(D), 59 DCR 13171.)
Effect of Amendments
The 2013 amendment by D.C. Law 19-210 substituted “inaccurate” for “false” in (a) and in the section heading; and substituted “making false statements” for “perjury” in (b).
Editor's Notes
Uniform Law: This section is based on § 208 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 III - Limited Partners › § 29–703.01. Becoming limited partner

§ 29–703.01. Becoming limited partner.
(a) A person becomes a limited partner:
(1) Upon formation as provided in the partnership agreement; or
(2) After formation, a person becomes a limited partner:
(A) As provided in the partnership agreement;
(B) As the result of a merger under subchapter X of this chapter or a transaction under Chapter 2 of this title;
(C) With the consent of all the partners; or
(D) As provided in § 29-708.01(4).
(b) A person may become a limited partner without:
(1) Acquiring a transferable interest; or
(2) Making or being obligated to make a contribution to the limited partnership.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(g)(4)(A), 59 DCR 13171.)
Section References
This section is referenced in § 29-701.02.
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 § 301 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 III - Limited Partners › § 29–703.02. No agency power of limited partner as limited partner

§ 29–703.02. No agency power of limited partner as limited partner.
(a) A limited partner is not an agent of a limited partnership solely by reason of being a limited partner.
(b) A person’s status as a limited partner does not prevent or restrict the law, other than in this title, from imposing liability on a limited partnership because of the person’s conduct.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(g)(4)(B), 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 § 302 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 III - Limited Partners › § 29–703.03. No liability as limited partner for limited partnership obligations

§ 29–703.03. No liability as limited partner for limited partnership obligations.
(a) A debt, obligation, or other liability of a limited partnership, whether arising in contract, tort, or otherwise, is not attributable to a limited partner. A limited partner shall not be personally liable, directly or indirectly, by way of contribution or otherwise, for an a debt, obligation, or other liability of the limited partnership solely by reason of being a limited partner, even if the limited partner participates in the management and control of the limited partnership.
(b) The failure of a limited partnership to observe formalities relating to the exercise of its powers or management of its activities and affairs is not a ground for imposing liability on a limited partner for a debt, obligation, or other liability of the partnership.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(g)(4)(C), 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 § 303 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 III - Limited Partners › § 29–703.05. Limited duties of limited partners

§ 29–703.05. Limited duties of limited partners.
(a) A limited partner shall not have any fiduciary duty to the limited partnership or to any other partner solely by reason of being a limited partner.
(b) A limited partner shall discharge the duties to the partnership and the other partners under this chapter or under the partnership agreement and exercise any rights consistently with the obligation of good faith and fair dealing.
(c) A limited partner does not violate a duty or obligation under this chapter or under the partnership agreement merely because the limited partner’s conduct furthers the limited partner’s own interest.
(d) If a limited partner enters into a transaction with a limited partnership, the limited partner’s rights and obligations arising from the transaction are the same as those of a person that is not a partner.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(g)(4)(E), 59 DCR 13171.)
Section References
This section is referenced in § 29-701.07, § 29-706.01, and § 29-706.02.
Effect of Amendments
The 2013 amendment by D.C. Law 19-210 substituted “does” for “shall” in (c); and added (d).
Editor's Notes
Uniform Law: This section is based on § 305 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 III - Limited Partners › § 29–703.06. Person erroneously believing self to be limited partner

§ 29–703.06. Person erroneously believing self to be limited partner.
(a) Except as otherwise provided in subsection (b) of this section, a person that makes an investment in a business enterprise and erroneously but in good faith believes that the person has become a limited partner in the enterprise shall not be liable for the enterprise’s obligations by reason of making the investment, receiving distributions from the enterprise, or exercising any rights of or appropriate to a limited partner, if, on ascertaining the mistake, the person:
(1) Causes an appropriate certificate of limited partnership, amendment, or statement of correction to be signed and delivered to the Mayor for filing; or
(2) Withdraws from future participation as an owner in the enterprise by signing and delivering to the Mayor for filing a statement of withdrawal under this section.
(b) A person that makes an investment described in subsection (a) of this section shall be liable to the same extent as a general partner to any third party that enters into a transaction with the enterprise, believing in good faith that the person is a general partner, before the Mayor files a statement of withdrawal, certificate of limited partnership, amendment, or statement of correction to show that the person is not a general partner.
(c) If a person makes a diligent effort in good faith to comply with subsection (a)(1) of this section and is unable to cause the appropriate certificate of limited partnership, amendment, or statement of correction to be signed and delivered to the Mayor for filing, the person shall have the right to withdraw from the enterprise pursuant to subsection (a)(2) of this section even if the withdrawal would otherwise breach an agreement with others that are or have agreed to become co-owners of the enterprise.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Section References
This section is referenced in § 29-702.04.
Editor's Notes
Uniform Law: This section is based on § 306 of the Uniform Limited Partnership Act (2001 Act).
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 7 - Limited Partnerships › Subchapter IV - General Partners › § 29–704.01. Becoming general partner

§ 29–704.01. Becoming general partner.
(a) A person becomes a general partner:
(1) Upon formation of a limited partnership, as agreed among the persons that are to be the initial partners; and
(2) After formation:
(A) As provided in the partnership agreement;
(B) Under § 29-708.01(3)(B) following the dissociation of a limited partnership’s last general partner;
(C) As the result of a merger under subchapter X of this chapter or a transaction under Chapter 2 of this title; or
(D) With the consent of all the partners.
(3) As the result of a merger under subchapter X of this chapter or a transaction under Chapter 2 of this title; or
(4) With the consent of all the partners.
(b) A person may become a general partner without:
(1) Acquiring a transferable interest; or
(2) Making or being obligated to make a contribution to the partnership.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(g)(4)(A), 59 DCR 13171.)
Section References
This section is referenced in § 29-701.02.
Effect of Amendments
The 2013 amendment by D.C. Law 19-210 added the (a) designation; rewrote (a)(1) and (a)(2); and added (b).
Editor's Notes
Uniform Law: This section is based on § 401 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 IV - General Partners › § 29–704.02. General partner agent of limited partnership

§ 29–704.02. General partner agent of limited partnership.
(a) Each general partner shall be an agent of the limited partnership for the purposes of its activities and affairs.
(b) An act of a general partner, including the signing of a record in the partnership’s name, for apparently carrying on in the ordinary course the limited partnership’s activities or affairs or activities or affairs of the kind carried on by the limited partnership shall bind the limited partnership, unless the general partner did not have authority to act for the limited partnership in the particular matter and the person with which the general partner was dealing knew, had received a notification, or had notice under § 29-701.03(d) that the general partner lacked authority.
(c) An act of a general partner which is not apparently for carrying on in the ordinary course the limited partnership’s activities or affairs or activities or affairs of the kind carried on by the limited partnership shall bind the limited partnership only if the act was actually authorized by all 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)(4)(B), 59 DCR 13171.)
Section References
This section is referenced in § 29-706.06, § 29-708.04, and § 29-710.08.
Effect of Amendments
The 2013 amendment by D.C. Law 19-210 substituted “activities and affairs” for “activities” in (a); and substituted “activities or affairs or activities or affairs” for “activities or activities” in (b) and (c).
Editor's Notes
Uniform Law: This section is based on § 402 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 IV - General Partners › § 29–704.03. Limited partnership liable for general partner’s actionable conduct

§ 29–704.03. Limited partnership liable for general partner’s actionable conduct.
(a) A limited partnership shall be liable for loss or injury caused to a person, or for a penalty incurred, as a result of a wrongful act or omission, or other actionable conduct, of a general partner acting in the ordinary course of activities or affairs of the limited partnership or with authority of the limited partnership.
(b) If, in the course of the limited partnership’s activities or affairs or while acting with authority of the limited partnership, a general partner receives or causes the limited partnership to receive money or property of a person not a partner, and the money or property is misapplied by a general partner, the limited partnership shall be liable for the loss.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(g)(4)(C), 59 DCR 13171.)
Effect of Amendments
The 2013 amendment by D.C. Law 19-210 substituted “activities or affairs” for “activities” in (a) and (b).
Editor's Notes
Uniform Law: This section is based on § 403 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 IV - General Partners › § 29–704.04. General partner’s liability

§ 29–704.04. General partner’s liability.
(a) Except as otherwise provided in subsections (b) and (c) of this section, all general partners shall be liable jointly and severally for all debts, obligations, and other liabilities of the limited partnership unless otherwise agreed by the claimant or provided by law.
(b) A person that becomes a general partner of an existing limited partnership is not be personally liable for a debt, obligation, or other liability of a limited partnership incurred before the person became a general partner.
(c) A debt, obligation, or other liability of a limited partnership incurred while the limited partnership is a limited partnership, whether arising in contract tort, or otherwise, and that is incurred while the limited partnership is a limited liability partnership, is solely an obligation of the limited partnership. A general partner shall not be personally liable, directly or indirectly, by way of contribution or otherwise, for such debt, obligation, or other liability solely by reason of being or acting as a general partner. This subsection shall apply despite anything inconsistent in the partnership agreement that existed immediately before the consent required to become a limited liability limited partnership under § 29-704.06(b)(2).
(d) The failure of a limited liability limited partnership to observe formalities relating to the exercise of its powers or management of its activities and affairs is not a ground for imposing liability on a general partner of the limited liability limited partnership for a debt, obligation, or liability of the partnership.
(e) An amendment of a certificate of limited partnership which deletes a statement that the limited partnership is a limited liability limited partnership does not affect the limitation in this section on the liability of a general partner for a debt, obligation, or other liability of the limited partnership incurred before the amendment became effective.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(g)(4)(D), 59 DCR 13171.)
Section References
This section is referenced in § 29-701.02, § 29-704.05, § 29-706.07, § 29-708.06, § 29-708.07, § 29-708.08, and § 29-710.07.
Effect of Amendments
The 2013 amendment by D.C. Law 19-210 rewrote the section.
Editor's Notes
Uniform Law: This section is based on § 404 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.