reglab/statecodes huggingface dataset:
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 7 - Limited Partnerships › Subchapter IV - General Partners › § 29–704.05. Actions by and against partnership and partners

§ 29–704.05. Actions by and against partnership and partners.
(a) To the extent not inconsistent with § 29-704.04, a general partner may be joined in an action against the limited partnership or named in a separate action.
(b) A judgment against a limited partnership shall not by itself be a judgment against a general partner. A judgment against a limited partnership shall not be satisfied from a general partner’s assets unless there is also a judgment against the general partner.
(c) A judgment creditor of a general partner shall not levy execution against the assets of the general partner to satisfy a judgment based on a claim against the limited partnership, unless the partner is personally liable for the claim under § 29-704.04 and:
(1) A judgment based on the same claim has been obtained against the limited partnership and a writ of execution on the judgment has been returned unsatisfied in whole or in part;
(2) The limited partnership is a debtor in bankruptcy;
(3) The general partner has agreed that the creditor need not exhaust limited partnership assets;
(4) A court grants permission to the judgment creditor to levy execution against the assets of a general partner based on a finding that limited partnership assets subject to execution are clearly insufficient to satisfy the judgment, that exhaustion of limited partnership assets is excessively burdensome, or that the grant of permission is an appropriate exercise of the court’s equitable powers; or
(5) Liability is imposed on the general partner by law or contract independent of the existence of the limited partnership.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Editor's Notes
Uniform Law: This section is based on § 405 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 › § 29–704.06. Management rights of general partner

§ 29–704.06. Management rights of general partner.
(a) Each general partner shall have equal rights in the management and conduct of the limited partnership’s activities and affairs. Except as expressly provided in this chapter, any matter relating to the activities and affairs of the limited partnership may be exclusively decided by the general partner or, if there is more than one general partner, by a majority of the general partners.
(b) The consent of each partner shall be necessary to:
(1) Amend the partnership agreement;
(2) Amend the certificate of limited partnership to add or, subject to § 29-710.06, delete a statement that the limited partnership is a limited liability limited partnership; and
(3) Sell, lease, exchange, or otherwise dispose of all, or substantially all, of the limited partnership’s property, with or without the good will, other than in the usual and regular course of the limited partnership’s activities.
(c) A limited partnership shall reimburse a general partner for payments made and indemnify a general partner for liabilities incurred by the general partner in the ordinary course of the activities of the partnership or for the preservation of its activities or property.
(d) A limited partnership shall reimburse a general partner for an advance to the limited partnership beyond the amount of capital the general partner agreed to contribute.
(e) A payment or advance made by a general partner which gives rise to an obligation of the limited partnership under subsection (c) or (d) of this section shall constitute a loan to the limited partnership which accrues interest from the date of the payment or advance.
(f) A general partner shall not be entitled to remuneration for services performed for 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)(E), 59 DCR 13171.)
Section References
This section is referenced in § 29-701.07, § 29-704.04, and § 29-704.09.
Effect of Amendments
The 2013 amendment by D.C. Law 19-210 substituted “activities and affairs” for “activities” twice in (a).
Editor's Notes
Uniform Law: This section is based on § 406 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 › § 29–704.09. Reimbursement, indemnification, advancement, and insurance

§ 29–704.09. Reimbursement, indemnification, advancement, and insurance.
(a) A limited partnership shall reimburse a general partner for any payment made by the general partner in the course of the general partner’s activities on behalf of the partnership, if the general partner complied with §§ 29-704.06, 29-704.08, and 29-705.09 in making the payment.
(b) A limited partnership shall indemnify and hold harmless a person with respect to any claim or demand against the person and any debt, obligation, or other liability incurred by the person by reason of the person’s former or present capacity as a general partner, if the claim, demand, debt, obligation, or other liability does not arise from the person’s breach of § 29-704.06, [§ ] 29-704.08, or [§ ] 29-705.09.
(c) In the ordinary course of its activities and affairs, a limited partnership may advance reasonable expenses, including attorney’s fees and costs, incurred by a person in connection with a claim or demand against the person by reason of the person’s former or present capacity as a general partner, if the person promises to repay the partnership if the person ultimately is determined not to be entitled to be indemnified under subsection (b) of this section.
(d) A limited partnership may purchase and maintain insurance on behalf of a general partner against liability asserted against or incurred by the general partner in that capacity or arising from that status even if, under § 29-701.07(b)(6), the partnership agreement could not eliminate or limit the person’s liability to the partnership for the conduct giving rise to the liability.
(Mar. 5, 2013, D.C. Law 19-210, § 2(g)(4)(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 V - Contributions and Distributions › § 29–705.01. Form of contribution

§ 29–705.01. Form of contribution.
A contribution of a partner may consist of property transferred, services performed, or another benefit provided to the partnership or an agreement to transfer property, perform services, or provide another benefit 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)(6)(A), 59 DCR 13171.)
Effect of Amendments
The 2013 amendment by D.C. Law 19-210 substituted “property transferred, services performed, or another benefit provided to the partnership or an agreement to transfer property, perform services, or provide another benefit to the partnership” for “tangible or intangible property or other benefit to the limited partnership, including money, services performed, promissory notes, other agreements to contribute cash or property, and contracts for services to be performed.”
Editor's Notes
Uniform Law: This section is based on § 501 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 V - Contributions and Distributions › § 29–705.02. Liability for contributions

§ 29–705.02. Liability for contributions.
(a) A partner’s obligation to contribute money or other property or other benefit to, or to perform services for, a limited partnership shall not be excused by the partner’s death, disability, or other inability to perform personally.
(b) If a partner does not make a promised non-monetary contribution, the partner shall be obligated at the option of the limited partnership to contribute money equal to that portion of the value, as stated in the required information, of the stated contribution which has not been made.
(c) The obligation of a partner to make a contribution or return money or other property paid or distributed in violation of this chapter may be compromised only by consent of all partners. A creditor of a limited partnership which extends credit or otherwise acts in reliance on an obligation described in subsection (a) of this section, without notice of any compromise under this subsection, may enforce the original obligation.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(g)(6)(B), 59 DCR 13171.)
Section References
This section is referenced in § 29-707.02.
Effect of Amendments
The 2013 amendment by D.C. Law 19-210 substituted “contributions” for “contribution” in the section heading.
Editor's Notes
Uniform Law: This section is based on § 502 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 V - Contributions and Distributions › § 29–705.03. Sharing of distributions

§ 29–705.03. Sharing of distributions.
A distribution by a limited partnership shall be shared among the partners on the basis of the value, as stated in the required records when the limited partnership decides to make the distribution, of the contributions the limited partnership has received from each partner.
(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 § 503 of the Uniform Limited Partnership Act (2001 Act).
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 7 - Limited Partnerships › Subchapter V - Contributions and Distributions › § 29–705.04. Interim distributions

§ 29–705.04. Interim distributions.
A partner shall not have a right to any distribution before the dissolution and winding up of the limited partnership unless the limited partnership decides to make an interim distribution.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Editor's Notes
Uniform Law: This section is based on § 504 of the Uniform Limited Partnership Act (2001 Act).
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 7 - Limited Partnerships › Subchapter V - Contributions and Distributions › § 29–705.05. No distribution on account of dissociation

§ 29–705.05. No distribution on account of dissociation.
A person shall not have a right to receive a distribution on account of dissociation.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Editor's Notes
Uniform Law: This section is based on § 505 of the Uniform Limited Partnership Act (2001 Act).
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 7 - Limited Partnerships › Subchapter V - Contributions and Distributions › § 29–705.06. Distribution in kind

§ 29–705.06. Distribution in kind.
A partner shall not have a right to demand or receive any distribution from a limited partnership in any form other than money. Subject to § 29-708.09(b), a limited partnership may distribute an asset in kind to the extent each partner receives a percentage of the asset equal to the partner’s share of distributions.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(g)(6)(C), 59 DCR 13171.)
Effect of Amendments
The 2013 amendment by D.C. Law 19-210 substituted “money” for “cash.”
Editor's Notes
Uniform Law: This section is based on § 506 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 V - Contributions and Distributions › § 29–705.07. Right to distribution

§ 29–705.07. Right to distribution.
If a partner or transferee becomes entitled to receive a distribution, the partner or transferee has the status of, and is entitled to all remedies available to, a creditor of the limited partnership with respect to the distribution. However, the limited partnership’s obligation to make a distribution shall be subject to offset for any amount owed to the limited partnership by the partner or dissociated partner on whose account the distribution is made.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(g)(6)(D), 59 DCR 13171.)
Effect of Amendments
The 2013 amendment by D.C. Law 19-210 substituted “If” for “When.”
Editor's Notes
Uniform Law: This section is based on § 507 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 V - Contributions and Distributions › § 29–705.09. Liability for improper distributions

§ 29–705.09. Liability for improper distributions.
(a) A general partner that consents to a distribution made in violation of § 29-705.08 shall be personally liable to the limited partnership for the amount of the distribution which exceeds the amount that could have been distributed without the violation if it is established that in consenting to the distribution the general partner failed to comply with § 29-704.08.
(b) A partner or transferee that received a distribution knowing that the distribution to that partner or transferee was made in violation of § 29-705.08 shall be personally liable to the limited partnership but only to the extent that the distribution received by the partner or transferee exceeded the amount that could have been properly paid under § 29-705.08.
(c) A general partner against which an action is commenced under subsection (a) of this section may implead in the action any:
(1) Other person that is liable under subsection (a) of this section and compel contribution from the person; and
(2) Person that received a distribution in violation of subsection (b) of this section and compel contribution from the person in the amount the person received in violation of subsection (b) of this section.
(d) An action under this section shall be barred if it is not commenced within 2 years after the distribution.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Section References
This section is referenced in § 29-704.09 and § 29-707.02.
Editor's Notes
Uniform Law: This section is based on § 509 of the Uniform Limited Partnership Act (2001 Act).
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 7 - Limited Partnerships › Subchapter VI - Dissociation › § 29–706.02. Effect of dissociation as limited partner

§ 29–706.02. Effect of dissociation as limited partner.
(a) Upon a person’s dissociation as a limited partner:
(1) Subject to § 29-707.04, the person shall not have further rights as a limited partner;
(2) The person’s obligation of good faith and fair dealing as a limited partner under § 29-703.05(b) shall continue only as to matters arising and events occurring before the dissociation; and
(3) Subject to § 29-707.04 and subchapter X of this chapter, any transferable interest owned by the person in the person’s capacity as a limited partner immediately before dissociation shall be owned by the person as a mere transferee.
(b) A person’s dissociation as a limited partner does not itself discharge the person from any debt, liability, or other obligation to the limited partnership or the other partners which the person incurred while a limited partner.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(g)(7)(B), 59 DCR 13171.)
Section References
This section is referenced in § 29-701.02 and § 29-711.01.
Effect of Amendments
The 2013 amendment by D.C. Law 19-210 substituted “does not itself discharge the person from any debt, liability, or other obligation” for “shall not of itself discharge the person from any obligation” in (b).
Editor's Notes
Uniform Law: This section is based on § 602 of the Uniform Limited Partnership Act (2001 Act).
Application of Law 19-210: Section 7 of D.C. Law 19-210 provided that the act shall apply as of January 1, 2012.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 7 - Limited Partnerships › Subchapter VI - Dissociation › § 29–706.04. Person’s power to dissociate as general partner; wrongful dissociation

§ 29–706.04. Person’s power to dissociate as general partner; wrongful dissociation.
(a) A person may dissociate as a general partner at any time, rightfully or wrongfully, by express will pursuant to § 29-706.03(1).
(b) A person’s dissociation as a general partner shall be wrongful only if:
(1) It is in breach of an express provision of the partnership agreement; or
(2) It occurs before the completion of the winding up of the limited partnership and the person:
(A) Withdraws as a general partner by express will;
(B) Expelled as a general partner by judicial determination under § 29-706.03(5);
(C) Is dissociated as a general partner by becoming a debtor in bankruptcy; or
(D) In the case of a person that is not an individual, trust (other than a business trust), or estate, is expelled or otherwise dissociated as a general partner because it willfully dissolved or terminated.
(c) A person that wrongfully dissociates as a general partner shall be liable to the limited partnership and, subject to § 29-709.01, to the other partners for damages caused by the dissociation. The liability shall be in addition to any other obligation of the general partner to the limited partnership or to the other partners.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(g)(7)(D), 59 DCR 13171.)
Section References
This section is referenced in § 29-701.07.
Effect of Amendments
The 2013 amendment by D.C. Law 19-210 substituted “completion of the winding up” for “termination” in (b)(2).
Editor's Notes
Uniform Law: This section is based on § 604 of the Uniform Limited Partnership Act (2001 Act).
Application of Law 19-210: Section 7 of D.C. Law 19-210 provided that the act shall apply as of January 1, 2012.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 7 - Limited Partnerships › Subchapter VI - Dissociation › § 29–706.05. Effect of dissociation as general partner

§ 29–706.05. Effect of dissociation as general partner.
(a) Upon a person’s dissociation as a general partner:
(1) The person’s right to participate as a general partner in the management and conduct of the partnership’s activities and affairs shall terminate;
(2) The person’s duty of loyalty as a general partner under § 29-704.08(b)(3) shall terminate;
(3) The person’s duty of loyalty as a general partner under § 29-704.08(b)(1) and (2) and duty of care under § 29-704.08(c) continue only with regard to matters arising and events occurring before the person’s dissociation as a general partner;
(4) The person may sign and deliver to the Mayor for filing a statement of dissociation pertaining to the person and, at the request of the limited partnership, shall sign an amendment to the certificate of limited partnership which states that the person has dissociated; and
(5) Subject to § 29-707.04, subchapter X of this chapter, and Chapter 2 of this title, any transferable interest owned by the person immediately before dissociation in the person’s capacity as a general partner shall be owned by the person as a mere transferee.
(b) A person’s dissociation as a general partner shall not of itself discharge the person from any debt, liability, or other obligation to the limited partnership or the other partners which the person incurred while a general partner.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(g)(7)(E), 59 DCR 13171.)
Section References
This section is referenced in § 29-701.02 and § 29-702.04.
Effect of Amendments
The 2013 amendment by D.C. Law 19-210 substituted “activities and affairs” for “activities” in (a)(1); and substituted “debt, liability, or other obligation” for “obligation” in (b).
Editor's Notes
Uniform Law: This section is based on § 605 of the Uniform Limited Partnership Act (2001 Act).
Application of Law 19-210: Section 7 of D.C. Law 19-210 provided that the act shall apply as of January 1, 2012.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 7 - Limited Partnerships › Subchapter VI - Dissociation › § 29–706.06. Power to bind and liability to limited partnership before dissolution of partnership of person dissociated as general partner

§ 29–706.06. Power to bind and liability to limited partnership before dissolution of partnership of person dissociated as general partner.
(a) After a person is dissociated as a general partner and before the limited partnership is dissolved, merged out of existence, converted, or domesticated under subchapter X of this chapter or Chapter 2 of this title, or otherwise ceases to exist in the form of a limited partnership as a result of a transaction under Chapter 2 of this title, the limited partnership shall be bound by an act of the person only if:
(1) The act would have bound the limited partnership under § 29-704.02 before the dissociation; and
(2) At the time the other party enters into the transaction:
(A) Less than 2 years has passed since the dissociation; and
(B) The other party does not have notice of the dissociation and reasonably believes that the person is a general partner.
(b) If a limited partnership is bound under subsection (a) of this section, the person dissociated as a general partner which caused the limited partnership to be bound shall be liable:
(1) To the limited partnership for any damage caused to the limited partnership arising from the obligation incurred under subsection (a) of this section; and
(2) If a general partner or another person dissociated as a general partner is liable for the obligation, to the general partner or other person for any damage caused to the general partner or other person arising from the liability.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(g)(7)(F), 59 DCR 13171.)
Effect of Amendments
The 2013 amendment by D.C. Law 19-210 substituted “merged out of existence, converted, or domesticated” for “merged” in (a).
Editor's Notes
Uniform Law: This section is based on § 606 of the Uniform Limited Partnership Act (2001 Act).
Application of Law 19-210: Section 7 of D.C. Law 19-210 provided that the act shall apply as of January 1, 2012.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 7 - Limited Partnerships › Subchapter VI - Dissociation › § 29–706.07. Liability to other persons of person dissociated as general partner

§ 29–706.07. Liability to other persons of person dissociated as general partner.
(a) A person’s dissociation as a general partner shall not of itself discharge the person’s liability as a general partner for a debt, obligation, or other liability of the limited partnership incurred before dissociation. Except as otherwise provided in subsections (b) and (c) of this section, the person shall not be liable for a limited partnership’s debt, obligation, or other liability incurred after dissociation.
(b) A person whose dissociation as a general partner resulted in a dissolution and winding up of the limited partnership’s activities and affairs shall not be liable to the same extent as a general partner under § 29-704.04 on a debt, obligation, or other liability incurred by the limited partnership under § 29-708.04.
(c) A person that has dissociated as a general partner but whose dissociation did not result in a dissolution and winding up of the limited partnership’s activities and affairs shall not be liable on a transaction entered into by the limited partnership after the dissociation only if:
(1) A general partner would be liable on the transaction; and
(2) At the time the other party enters into the transaction:
(A) Less than 2 years has passed since the dissociation; and
(B) The other party does not have notice of the dissociation and reasonably believes that the person is a general partner.
(d) By agreement with a creditor of a limited partnership and the limited partnership, a person dissociated as a general partner may be released from liability for a debt, liability, or other obligation of the limited partnership.
(e) A person dissociated as a general partner shall be released from liability for a debt, obligation, or other liability of the limited partnership if the limited partnership’s creditor, with notice of the person’s dissociation as a general partner but without the person’s consent, agrees to a material alteration in the nature or time of payment of the a debt, obligation, or other liability.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(g)(7)(G), 59 DCR 13171.)
Section References
This section is referenced in § 29-708.09 and § 29-710.07.
Effect of Amendments
The 2013 amendment by D.C. Law 19-210 substituted “a debt, obligation, or other liability” for “an obligation” or variants thereof in (a), (d) and (e); and substituted “activities and affairs” for “activities” in (b) and (c).
Editor's Notes
Uniform Law: This section is based on § 607 of the Uniform Limited Partnership Act (2001 Act).
Application of Law 19-210: Section 7 of D.C. Law 19-210 provided that the act shall apply as of January 1, 2012.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 7 - Limited Partnerships › Subchapter VII - Transferable Interests and Rights of Transferees and Creditors › § 29–707.01. Partner’s transferable interest

§ 29–707.01. Partner’s transferable interest.
A transferable interest is personal property.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(g)(8)(A), 59 DCR 13171.)
Effect of Amendments
The 2013 amendment by D.C. Law 19-210 rewrote the section.
Editor's Notes
Uniform Law: This section is based on § 701 of the Uniform Limited Partnership Act (2001 Act).
Application of Law 19-210: Section 7 of D.C. Law 19-210 provided that the act shall apply as of January 1, 2012.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 7 - Limited Partnerships › Subchapter VII - Transferable Interests and Rights of Transferees and Creditors › § 29–707.02. Transfer of partner’s transferable interest

§ 29–707.02. Transfer of partner’s transferable interest.
(a) A transfer, in whole or in part, of a partner’s transferable interest:
(1) Is permissible;
(2) Shall not by itself cause the partner’s dissociation or a dissolution and winding up of the limited partnership’s activities and affairs; and
(3) Shall not, as against the other partners or the limited partnership, entitle the transferee to participate in the management or conduct of the limited partnership’s activities and affairs, to require access to information concerning the limited partnership’s transactions except as otherwise provided in subsection (c) of this section, or to inspect or copy the required information or the limited partnership’s other records.
(b) A transferee shall have a right to receive, in accordance with the transfer:
(1) Distributions to which the transferor would otherwise be entitled; and
(2) Upon the dissolution and winding up of the limited partnership’s activities and affairs, the net amount otherwise distributable to the transferor.
(c) In a dissolution and winding up, a transferee shall be entitled to an account of the limited partnership’s transactions only from the date of dissolution.
(d) Upon transfer, the transferor retain the rights of a partner other than the interest in distributions transferred and shall retain all duties and obligations of a partner.
(e) A limited partnership need not give effect to a transferee’s rights under this section until the limited partnership has notice of the transfer.
(f) A transfer of a partner’s transferable interest in the limited partnership in violation of a restriction on transfer contained in the partnership agreement shall be ineffective as to a person having notice of the restriction at the time of transfer.
(g) A transferee that becomes a partner with respect to a transferable interest shall be liable for the transferor’s obligations under §§ 29-705.02 and 29-705.09. However, the transferee shall not be obligated for liabilities unknown to the transferee at the time the transferee became a partner.
(h) A transferable interest may be evidenced by a certificate of the interest issued by a limited partnership in a record, and, subject to this section, the interest represented by the certificate may be transferred by a transfer of the certificate.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(g)(8)(B), 59 DCR 13171.)
Section References
This section is referenced in § 29-707.03 and § 29-707.04.
Effect of Amendments
The 2013 amendment by D.C. Law 19-210 substituted “activities and affairs” for “activities” in (a)(2), (a)(3), and (b)(2); and added (h).
Editor's Notes
Uniform Law: This section is based on § 702 of the Uniform Limited Partnership Act (2001 Act).
Application of Law 19-210: Section 7 of D.C. Law 19-210 provided that the act shall apply as of January 1, 2012.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 7 - Limited Partnerships › Subchapter VII - Transferable Interests and Rights of Transferees and Creditors › § 29–707.03. Charging order

§ 29–707.03. Charging order.
(a) On application by a judgment creditor of a partner or transferee, the Superior Court may enter a charging order against the transferable interest of the judgment debtor for the unsatisfied amount of the judgment. A charging order constitutes a lien on a judgment debtor’s transferable interest and requires the limited partnership to pay over to the person to which the charging order was issued any distribution that otherwise would be paid to the judgment debtor.
(b) To the extent necessary to effectuate the collection of distributions pursuant to a charging order in effect under subsection (a) of this section, the Superior Court may:
(1) Appoint a receiver of the distributions subject to the charging order, with the power to make all inquiries the judgment debtor might have made; and
(2) Make all other orders necessary to give effect to the charging order.
(c) Upon a showing that distributions under a charging order will not pay the judgment debt within a reasonable time, the Superior Court may foreclose the lien and order the sale of the transferable interest. The purchaser at the foreclosure sale obtains only the transferable interest, does not thereby become a partner, and is subject to § 29-707.02.
(d) At any time before foreclosure under subsection (c) of this section, the partner or transferee whose transferable interest is subject to a charging order under subsection (a) of this section may extinguish the charging order by satisfying the judgment and filing a certified copy of the satisfaction with the Superior Court.
(e) At any time before foreclosure under subsection (c) of this section, a limited partnership or one or more partners whose transferable interests are not subject to the charging order may pay to the judgment creditor the full amount due under the judgment and thereby succeed to the rights of the judgment creditor, including the charging order.
(f) This chapter does not deprive any partner or transferee of the benefit of any exemption law applicable to the transferable interest of the partner or transferee.
(g) This section provides the exclusive remedy by which a person seeking to enforce a judgment against a partner or transferee may, in the capacity of a judgment creditor, satisfy the judgment from the judgment debtor’s transferable interest.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(g)(8)(C), 59 DCR 13171.)
Section References
This section is referenced in § 29-701.09.
Effect of Amendments
The 2013 amendment by D.C. Law 19-210 rewrote the section.
Editor's Notes
Uniform Law: This section is based on § 703 of the Uniform Limited Partnership Act (2001 Act).
Application of Law 19-210: Section 7 of D.C. Law 19-210 provided that the act shall apply as of January 1, 2012.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 7 - Limited Partnerships › Subchapter VII - Transferable Interests and Rights of Transferees and Creditors › § 29–707.04. Power of legal representative of deceased partner

§ 29–707.04. Power of legal representative of deceased partner.
If a partner dies, the deceased partner’s personal representative or other legal representative may exercise the rights of a transferee as provided in § 29-707.02 and, for the purposes of settling the estate, may exercise the rights of a current limited partner under § 29-703.04.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(g)(8)(D), 59 DCR 13171.)
Section References
This section is referenced in § 29-703.04, § 29-704.07, § 29-706.02, and § 29-706.05.
Effect of Amendments
The 2013 amendment by D.C. Law 19-210 substituted “legal representative” for “estate” in the section heading.
Editor's Notes
Uniform Law: This section is based on § 704 of the Uniform Limited Partnership Act (2001 Act).
Application of Law 19-210: Section 7 of D.C. Law 19-210 provided that the act shall apply as of January 1, 2012.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 7 - Limited Partnerships › Subchapter VIII - Dissolution › § 29–708.01. Nonjudicial dissolution

§ 29–708.01. Nonjudicial dissolution.
Except as otherwise provided in § 29-708.02, a limited partnership is dissolved, and its activities and affairs shall be wound up, only upon the occurrence of any of the following:
(1) The happening of an event specified in the partnership agreement;
(2) The consent of all general partners and of limited partners owning a majority of the rights to receive distributions as limited partners at the time the consent is to be effective;
(3) After the dissociation of a person as a general partner:
(A) If the limited partnership has at least one remaining general partner, the consent to dissolve the limited partnership given within 90 days after the dissociation by partners owning a majority of the rights to receive distributions as partners at the time the consent is to be effective; or
(B) If the limited partnership does not have a remaining general partner, the passage of 90 days after the dissociation, unless before the end of the period:
(i) Consent to continue the activities and affairs of the limited partnership and admit at least one general partner is given by limited partners owning a majority of the rights to receive distributions as limited partners at the time the consent is to be effective; and
(ii) At least one person is admitted as a general partner in accordance with the consent;
(4) The passage of 90 days after the dissociation of the limited partnership’s last limited partner, unless before the end of the period the limited partnership admits at least one limited partner; or
(5) The signing and filing of a certificate of dissolution by the Mayor under § 29-106.02.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(g)(9)(A), 59 DCR 13171.)
Section References
This section is referenced in § 29-702.04, § 29-703.01, § 29-704.01, and § 29-711.01.
Effect of Amendments
The 2013 amendment by D.C. Law 19-210 substituted “activities and affairs” for “activities” in the introductory language and in (3)(B)(i).
Editor's Notes
Uniform Law: This section is based on § 801 of the Uniform Limited Partnership Act (2001 Act).
Application of Law 19-210: Section 7 of D.C. Law 19-210 provided that the act shall apply as of January 1, 2012.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 7 - Limited Partnerships › Subchapter VIII - Dissolution › § 29–708.02. Judicial dissolution

§ 29–708.02. Judicial dissolution.
On application by a partner the Superior Court may order dissolution of a limited partnership if it is not reasonably practicable to carry on the activities and affairs of the limited partnership in conformity with the partnership agreement.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(g)(9)(B), 59 DCR 13171.)
Section References
This section is referenced in § 29-701.07, § 29-708.01, and § 29-708.10.
Effect of Amendments
The 2013 amendment by D.C. Law 19-210 substituted “activities and affairs” for “activities”.
Editor's Notes
Uniform Law: This section is based on § 802 of the Uniform Limited Partnership Act (2001 Act).
Application of Law 19-210: Section 7 of D.C. Law 19-210 provided that the act shall apply as of January 1, 2012.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 7 - Limited Partnerships › Subchapter VIII - Dissolution › § 29–708.03. Winding up

§ 29–708.03. Winding up.
(a) A limited partnership shall continue after dissolution only for the purpose of winding up its activities and affairs.
(b) In winding up its activities and affairs, the limited partnership:
(1) May amend its certificate of limited partnership to state that the limited partnership is dissolved, preserve the limited partnership business or property as a going concern for a reasonable time, prosecute and defend actions and proceedings, whether civil, criminal, or administrative, transfer the limited partnership’s property, settle disputes by mediation or arbitration, file a statement of termination as provided in § 29-702.03, and perform other necessary acts; and
(2) Shall discharge the limited partnership’s liabilities, settle and close the limited partnership’s activities, and marshal and distribute the assets of the partnership.
(c) If a dissolved limited partnership does not have a general partner, a person to wind up the dissolved limited partnership’s activities and affairs may be appointed by the consent of limited partners owning a majority of the rights to receive distributions as limited partners at the time the consent is to be effective. A person appointed under this subsection shall:
(1) Have the powers of a general partner under § 29-708.04; and
(2) Promptly amend the certificate of limited partnership to state:
(A) That the limited partnership does not have a general partner;
(B) The name of the person that has been appointed to wind up the limited partnership; and
(C) The street and mailing address of the person.
(d) On the application of any partner, the Superior Court may order judicial supervision of the winding up, including the appointment of a person to wind up the dissolved limited partnership’s activities and affairs, if:
(1) A limited partnership does not have a general partner and within a reasonable time following the dissolution no person has been appointed pursuant to subsection (c) of this section; or
(2) The applicant establishes other good cause.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(g)(9)(C), 59 DCR 13171.)
Section References
This section is referenced in § 29-701.07, § 29-702.02, § 29-702.03, and § 29-702.04.
Effect of Amendments
The 2013 amendment by D.C. Law 19-210 substituted “activities and affairs” for “activities” throughout the section.
Editor's Notes
Uniform Law: This section is based on § 803 of the Uniform Limited Partnership Act (2001 Act).
Application of Law 19-210: Section 7 of D.C. Law 19-210 provided that the act shall apply as of January 1, 2012.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 7 - Limited Partnerships › Subchapter VIII - Dissolution › § 29–708.04. Power of general partner and person dissociated as general partner to bind partnership after dissolution

§ 29–708.04. Power of general partner and person dissociated as general partner to bind partnership after dissolution.
(a) A limited partnership shall be bound by a general partner’s act after dissolution which:
(1) Is appropriate for winding up the limited partnership’s activities and affairs; or
(2) Would have bound the limited partnership under § 29-704.02 before dissolution, if, at the time the other party enters into the transaction, the other party does not have notice or knowledge of the dissolution.
(b) A person dissociated as a general partner shall bind a limited partnership through an act occurring after dissolution if:
(1) At the time the other party enters into the transaction:
(A) Less than 2 years has passed since the dissociation; and
(B) The other party does not have notice of the dissociation and reasonably believes that the person is a general partner; and
(2) The act:
(A) Is appropriate for winding up the limited partnership’s activities; or
(B) Would have bound the limited partnership under § 29-704.02 before dissolution and at the time the other party enters into the transaction the other party does not have notice or knowledge of the dissolution.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(g)(9)(D), 59 DCR 13171.)
Section References
This section is referenced in § 29-706.07, § 29-708.03, and § 29-708.05.
Effect of Amendments
The 2013 amendment by D.C. Law 19-210 substituted “activities and affairs” for “activities” in (a)(1); and substituted “notice or knowledge” for “notice” in (a)(2) and (b)(2)(B).
Editor's Notes
Uniform Law: This section is based on § 804 of the Uniform Limited Partnership Act (2001 Act).
Application of Law 19-210: Section 7 of D.C. Law 19-210 provided that the act shall apply as of January 1, 2012.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 7 - Limited Partnerships › Subchapter VIII - Dissolution › § 29–708.05. Liability after dissolution of general partner and person dissociated as general partner to limited partnership, other general partners, and persons dissociated as general partner

§ 29–708.05. Liability after dissolution of general partner and person dissociated as general partner to limited partnership, other general partners, and persons dissociated as general partner.
(a) If a general partner having knowledge of the dissolution causes a limited partnership to incur an obligation under § 29-708.04(a) by an act that is not appropriate for winding up the partnership’s activities and affairs, the general partner shall be liable:
(1) To the limited partnership for any damage caused to the limited partnership arising from the obligation; and
(2) If another general partner or a person dissociated as a general partner is liable for the obligation, to that other general partner or person for any damage caused to that other general partner or person arising from the liability.
(b) If a person dissociated as a general partner causes a limited partnership to incur an obligation under § 29-708.04(b), the person shall be liable:
(1) To the limited partnership for any damage caused to the limited partnership arising from the obligation; and
(2) If a general partner or another person dissociated as a general partner is liable for the obligation, to the general partner or other person for any damage caused to the general partner or other person arising from the liability.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(g)(9)(E), 59 DCR 13171.)
Effect of Amendments
The 2013 amendment by D.C. Law 19-210 substituted “activities and affairs” for “activities” in (a).
Editor's Notes
Uniform Law: This section is based on § 805 of the Uniform Limited Partnership Act (2001 Act).
Application of Law 19-210: Section 7 of D.C. Law 19-210 provided that the act shall apply as of January 1, 2012.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 7 - Limited Partnerships › Subchapter VIII - Dissolution › § 29–708.06. Known claims against dissolved limited partnership

§ 29–708.06. Known claims against dissolved limited partnership.
(a) A dissolved limited partnership may dispose of the known claims against it by following the procedure described in subsection (b) of this section.
(b) A dissolved limited partnership may notify its known claimants of the dissolution in a record. The notice shall:
(1) Specify the information required to be included in a claim;
(2) Provide a mailing address to which the claim is to be sent;
(3) State the deadline for receipt of the claim, which may not be less than 120 days after the date the notice is received by the claimant;
(4) State that the claim will be barred if not received by the deadline; and
(5) Unless the limited partnership has been throughout its existence a limited liability limited partnership, state that the barring of a claim against the limited partnership will also bar any corresponding claim against any general partner or person dissociated as a general partner which is based on § 29-704.04.
(c) A claim against a dissolved limited partnership shall be barred if the requirements of subsection (b) of this section are met and:
(1) The claim is not received by the specified deadline; or
(2) In the case of a claim that is timely received but rejected by the dissolved limited partnership, the claimant does not commence an action to enforce the claim against the limited partnership within 90 days after the receipt of the notice of the rejection.
(d) This section shall not apply to a claim based on an event occurring after the effective date of dissolution or a liability that is contingent on that date.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Section References
This section is referenced in § 29-705.08, § 29-708.07, § 29-708.08, and § 29-708.11.
Editor's Notes
Uniform Law: This section is based on § 806 of the Uniform Limited Partnership Act (2001 Act).