reglab/statecodes huggingface dataset:
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 8 - Limited Liability Companies › Subchapter II - Formation; Certificate of Organization, and Other Filings › § 29–802.05. Liability for inaccurate information in filed record

§ 29–802.05. 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 a 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) Subject to subsection (b) of this section, a member of a member-managed limited liability company or the manager of a manager-managed limited liability company, if:
(A) The record was delivered for filing on behalf of the company; and
(B) The member or manager had notice of the inaccuracy for a reasonably sufficient time before the information was relied upon so that, before the reliance, the member or manager reasonably could have:
(i) Effected an amendment under § 29-802.02;
(ii) Filed a petition under § 29-802.04; or
(iii) Delivered to the Mayor for filing a statement of change under §§ 29-104.07 through 29-104.10 or a statement of correction under § 29-102.05.
(b) To the extent that the operating agreement of a member-managed limited liability company expressly relieves a member of responsibility for maintaining the accuracy of information contained in records delivered on behalf of the company to the Mayor for filing under this chapter and imposes that responsibility on one or more other members, the liability stated in subsection (a)(2) of this section shall apply to those other members and not to the member that the operating agreement relieves of the responsibility.
(c) An individual who signs a record authorized or required to be filed under this chapter affirms under penalty of making false statements that the information stated in the record is accurate.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(h)(3)(E), 59 DCR 13171.)
Section References
This section is referenced in § 29-803.02 and § 29-809.04.
Effect of Amendments
The 2013 amendment by D.C. Law 19-210 substituted “making false statements” for “perjury” in (c).
Editor's Notes
Uniform Law: This section is based on § 207 of the Uniform Limited Company Act (2006 Act).
Application of Law 19-210: Section 7 of D.C. Law 19-210 provided that the act shall apply as of January 1, 2012.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 8 - Limited Liability Companies › Subchapter III - Relations of Members and Managers to Persons Dealing with Limited Liability Company › § 29–803.01. No agency power of member as member

§ 29–803.01. No agency power of member as member.
(a) A member shall not be an agent of a limited liability company solely by reason of being a member.
(b) A person’s status as a member shall not prevent or restrict law other than this chapter from imposing liability on a limited liability company because of the person’s conduct.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Editor's Notes
Uniform Law: This section is based on § 301 of the Uniform Limited Company Act (2006 Act).
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 8 - Limited Liability Companies › Subchapter III - Relations of Members and Managers to Persons Dealing with Limited Liability Company › § 29–803.03. Statement of denial

§ 29–803.03. Statement of denial.
A person named in a filed statement of authority granting that person authority may deliver to the Mayor for filing a statement of denial that:
(1) Provides the name of the limited liability company and the caption of the statement of authority to which the statement of denial pertains; and
(2) Denies the grant of authority.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Section References
This section is referenced in § 29-802.03.
Editor's Notes
Uniform Law: This section is based on § 303 of the Uniform Limited Company Act (2006 Act).
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 8 - Limited Liability Companies › Subchapter III - Relations of Members and Managers to Persons Dealing with Limited Liability Company › § 29–803.04. Liability of members and managers

§ 29–803.04. Liability of members and managers.
(a) The debts, obligations, or other liabilities of a limited liability company, whether arising in contract, tort, or otherwise shall:
(1) Be solely the debts, obligations, or other liabilities of the company; and
(2) Not become the debts, obligations, or other liabilities of a member or manager solely by reason of the member acting as a member or manager acting as a manager regardless of the dissolution of the company.
(b) The failure of a limited liability company to observe any particular formalities relating to the exercise of its powers or management of its activities and affairs shall not be a ground for imposing liability on the members or managers for the debts, obligations, or other liabilities of the company.
(c) With respect to members of professional limited liability companies, a member shall be personally liable and accountable only for any negligent or wrongful acts or misconduct committed by the member, or by any individual under the member’s supervision and control in the rendering of professional service on behalf of a professional limited liability company organized under this chapter. A member of a professional limited liability company shall not be personally liable and accountable merely because of the member’s membership interest in the professional limited liability company.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(h)(4), 59 DCR 13171.)
Section References
This section is referenced in § 29-807.02.
Effect of Amendments
The 2013 amendment by D.C. Law 19-210 added “regardless of the dissolution of the company” at the end of (a)(2); and substituted “activities and affairs” for “activities” in (b).
Editor's Notes
Uniform Law: This section is based on § 304 of the Uniform Limited Company Act (2006 Act).
Application of Law 19-210: Section 7 of D.C. Law 19-210 provided that the act shall apply as of January 1, 2012.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 8 - Limited Liability Companies › Subchapter IV - Relations of Members to Each Other and to Limited Liability Company › § 29–804.01. Becoming member

§ 29–804.01. Becoming member.
(a) If a limited liability company is to have only one member upon formation, the person shall become a member as agreed by that person and the organizer of the company. That person and the organizer may be, but need not be, different persons. If different, the organizer shall act on behalf of the initial member.
(b) If a limited liability company is to have more than one member upon formation, those persons shall become members as agreed by the persons before the formation of the company. The organizer [sic] act on behalf of the persons in forming the company and may be, but need not be, one of the persons.
(c) After formation of a limited liability company, a person becomes a member:
(1) As provided in the operating agreement;
(2) As the result of a transaction effective under subchapter IX of this chapter or Chapter 2 of this title;
(3) With the consent of all the members; or
(4) As provided in § 29-807.01(a)(3).
(d) A person may become a member without acquiring a transferable interest and without making or being obligated to make a contribution to the limited liability company.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(h)(5)(A), 59 DCR 13171.)
Section References
This section is referenced in § 29-801.02.
Effect of Amendments
The 2013 amendment by D.C. Law 19-210 rewrote (c)(4).
Editor's Notes
Uniform Law: This section is based on § 401 of the Uniform Limited Company Act (2006 Act).
Application of Law 19-210: Section 7 of D.C. Law 19-210 provided that the act shall apply as of January 1, 2012.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 8 - Limited Liability Companies › Subchapter IV - Relations of Members to Each Other and to Limited Liability Company › § 29–804.02. Form of contribution

§ 29–804.02. Form of contribution.
A contribution may consist of property transferred, services performed, or another benefit provided to the limited liability company or an agreement to transfer property, perform services, or provide another benefit to the company.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(h)(5)(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 § 402 of the Uniform Limited Company Act (2006 Act).
Application of Law 19-210: Section 7 of D.C. Law 19-210 provided that the act shall apply as of January 1, 2012.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 8 - Limited Liability Companies › Subchapter IV - Relations of Members to Each Other and to Limited Liability Company › § 29–804.03. Liability for contributions

§ 29–804.03. Liability for contributions.
(a) A person’s obligation to make a contribution to a limited liability company shall not be excused by the person’s death, disability, or other inability to perform personally. If a person does not fulfill an obligation, other than a monetary obligation, the person is obligated to contribute money equal to the value of the part of the contribution which has not been made, at the option of the company.
(b) The obligation of a person to make a contribution may be compromised only by consent of all members. A creditor of a limited liability company which extends credit or otherwise acts in reliance on an obligation described in subsection (a) of this section without notice of a compromise under this subsection may enforce the obligation.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(h)(5)(C), 59 DCR 13171.)
Section References
This section is referenced in § 29-805.02.
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 § 403 of the Uniform Limited Company Act (2006 Act).
Application of Law 19-210: Section 7 of D.C. Law 19-210 provided that the act shall apply as of January 1, 2012.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 8 - Limited Liability Companies › Subchapter IV - Relations of Members to Each Other and to Limited Liability Company › § 29–804.04. Sharing of and right to distributions before dissolution

§ 29–804.04. Sharing of and right to distributions before dissolution.
(a) Any distributions made by a limited liability company before its dissolution and winding up shall be in equal shares among members and dissociated members, except to the extent necessary to comply with any transfer effective under § 29-805.02 and any charging order in effect under § 29-805.03.
(b) A person shall have a right to a distribution before the dissolution and winding up of a limited liability company only if the company decides to make an interim distribution. A person’s dissociation shall not entitle the person to a distribution.
(c) A person shall not have a right to demand or receive a distribution from a limited liability company in any form other than money. Except as otherwise provided in § 29-807.05(c), a limited liability company may distribute an asset in kind if each part of the asset is fungible with each other part and each person receives a percentage of the asset equal in value to the person’s share of distributions.
(d) If a member or transferee becomes entitled to receive a distribution, the member or transferee shall have the status of, and shall be entitled to all remedies available to, a creditor of the limited liability company with respect to the distribution. However, the company’s obligation to make a distribution is subject to offset for any amount owed to the company by the member or a person dissociated as a member 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(h)(5)(D), 59 DCR 13171.)
Effect of Amendments
The 2013 amendment by D.C. Law 19-210 added the last sentence in (d).
Editor's Notes
Uniform Law: This section is based on § 404 of the Uniform Limited Company Act (2006 Act).
Application of Law 19-210: Section 7 of D.C. Law 19-210 provided that the act shall apply as of January 1, 2012.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 8 - Limited Liability Companies › Subchapter IV - Relations of Members to Each Other and to Limited Liability Company › § 29–804.06. Liability for improper distributions

§ 29–804.06. Liability for improper distributions.
(a) Except as otherwise provided in subsection (b) of this section, if a member of a member-managed limited liability company or manager of a manager-managed limited liability company consents to a distribution made in violation of § 29-804.05 and, in consenting to the distribution, fails to comply with § 29-804.09, the member or manager shall be personally liable to the company for the amount of the distribution that exceeds the amount that could have been distributed without the violation of § 29-804.05.
(b) To the extent the operating agreement of a member-managed limited liability company expressly relieves a member of the authority and responsibility to consent to distributions and imposes that authority and responsibility on one or more other members, the liability stated in subsection (a) of this section shall apply to the other members and not the member that the operating agreement relieves of authority and responsibility.
(c) A person that receives a distribution knowing that the distribution to that person was made in violation of § 29-804.05 shall be personally liable to the limited liability company but only to the extent that the distribution received by the person exceeded the amount that could have been properly paid under § 29-804.05.
(d) A person against which an action is commenced because the person is liable under subsection (a) of this section may implead any:
(1) Other person that is subject to liability under subsection (a) of this section and seek to compel contribution from the person; and
(2) Person that received a distribution in violation of subsection (c) of this section and seek to compel contribution from the person in the amount the person received in violation of subsection (c) of this section.
(e) An action under this section shall be barred if 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 § 29-805.02.
Editor's Notes
Uniform Law: This section is based on § 406 of the Uniform Limited Company Act (2006 Act).
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 8 - Limited Liability Companies › Subchapter IV - Relations of Members to Each Other and to Limited Liability Company › § 29–804.08. Reimbursement, indemnification, advancement, and insurance

§ 29–804.08. Reimbursement, indemnification, advancement, and insurance.
(a) A limited liability company shall reimburse for any payment made, and indemnify for any debt, obligation, or other liability incurred, by a member of a member-managed company or the manager of a manager-managed company in the course of the member’s or manager’s activities on behalf of the company, if, in making the payment or incurring the debt, obligation, or other liability, the member or manager complied with the duties stated in §§ 29-804.05 and 29-804.09.
(b) A limited liability company may purchase insurance on behalf of a member or manager of the company against liability asserted against or incurred by the member or manager in that capacity or arising from that status even if, under § 29-801.07(c)(13), the operating agreement could not eliminate or limit the person’s liability to the company for the conduct giving rise to the liability.
(c) In the ordinary course of its activities and affairs, a limited liability company 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 member or manager, if the person promises to repay the company if the person ultimately is determined not to be entitled to be indemnified under subsection (a) of this section.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(h)(5)(G), 59 DCR 13171.)
Section References
This section is referenced in § 29-804.07.
Effect of Amendments
The 2013 amendment by D.C. Law 19-210 substituted “Reimbursement, indemnification, advancement,” for “Indemnification” in the section heading; substituted “§ 29-801.07(c)(13)” for “§ 29-801.07(g)” in (b); and added (c).
Editor's Notes
Uniform Law: This section is based on § 408 of the Uniform Limited Company Act (2006 Act).
Application of Law 19-210: Section 7 of D.C. Law 19-210 provided that the act shall apply as of January 1, 2012.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 8 - Limited Liability Companies › Subchapter V - Transferable Interests and Rights of Transferees and Creditors › § 29–805.01. Nature of transferable interest

§ 29–805.01. Nature of 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(h)(6)(A), 59 DCR 13171.)
Effect of Amendments
The 2013 amendment by D.C. Law 19-210 substituted “is” for “shall be.”
Editor's Notes
Uniform Law: This section is based on § 501 of the Uniform Limited Company Act (2006 Act).
Application of Law 19-210: Section 7 of D.C. Law 19-210 provided that the act shall apply as of January 1, 2012.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 8 - Limited Liability Companies › Subchapter V - Transferable Interests and Rights of Transferees and Creditors › § 29–805.02. Transfer of transferable interest

§ 29–805.02. Transfer of transferable interest.
(a) Subject to § 29-805.03(f), a transfer, in whole or in part, of a transferable interest:
(1) Is permissible;
(2) Shall not by itself cause a member’s dissociation or a dissolution and winding up of the limited liability company’s activities and affairs; and
(3) Subject to § 29-805.04, shall not entitle the transferee to:
(A) Participate in the management or conduct of the company’s activities and affairs; or
(B) Except as otherwise provided in subsection (c) of this section, have access to records or other information concerning the company’s activities and affairs.
(b) A transferee shall have the right to receive, in accordance with the transfer, distributions to which the transferor would otherwise be entitled.
(c) In a dissolution and winding up of a limited liability company, a transferee shall be entitled to an account of the company’s transactions only from the date of dissolution.
(d) A transferable interest may be evidenced by a certificate of the interest issued by the limited liability company in a record, and, subject to this section, the interest represented by the certificate may be transferred by a transfer of the certificate.
(e) A limited liability company need not give effect to a transferee’s rights under this section until the company has notice of the transfer.
(f) A transfer of a transferable interest in violation of a restriction on transfer contained in the operating agreement shall be ineffective as to a person having notice of the restriction at the time of transfer.
(g) Except as otherwise provided in § 29-806.02(4)(B), when a member transfers a transferable interest, the transferor shall retain the rights of a member other than the interest in distributions transferred and shall retain all duties and obligations of a member.
(h) If a member transfers a transferable interest to a person that becomes a member with respect to the transferred interest, the transferee shall be liable for the member’s obligations under §§ 29-804.03 and 29-804.06(c) known to the transferee when the transferee becomes a member.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(h)(6)(B), 59 DCR 13171.)
Section References
This section is referenced in § 29-804.04, § 29-805.03, § 29-805.04, and § 29-807.05.
Effect of Amendments
The 2013 amendment by D.C. Law 19-210 substituted “Subject to § 29-805.03(f), a transfer” for “A transfer” in the introductory language of (a); substituted “activities and affairs” for “activities” throughout (a); and substituted “If” for “When” at the beginning of (h).
Editor's Notes
Uniform Law: This section is based on § 502 of the Uniform Limited Company Act (2006 Act).
Application of Law 19-210: Section 7 of D.C. Law 19-210 provided that the act shall apply as of January 1, 2012.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 8 - Limited Liability Companies › Subchapter V - Transferable Interests and Rights of Transferees and Creditors › § 29–805.04. Power of personal representative of deceased member

§ 29–805.04. Power of personal representative of deceased member.
If a member dies, the deceased member’s personal representative or other legal representative may exercise the rights of a transferee provided in § 29-805.02(c) and, for the purposes of settling the estate, the rights of a current member under § 29-804.10.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Section References
This section is referenced in § 29-805.02 and § 29-806.03.
Editor's Notes
Uniform Law: This section is based on § 504 of the Uniform Limited Company Act (2006 Act).
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 8 - Limited Liability Companies › Subchapter VI - Member’s Dissociation › § 29–806.01. Member’s power to dissociate; wrongful dissociation

§ 29–806.01. Member’s power to dissociate; wrongful dissociation.
(a) A person may dissociate as a member at any time, rightfully or wrongfully, by withdrawing as a member by express will under § 29-806.02(1).
(b) A person’s dissociation from a limited liability company shall be wrongful only if the dissociation:
(1) Is in breach of an express provision of the operating agreement; or
(2) Occurs before the completion of the winding up of the company and:
(A) The person withdraws as a member by express will;
(B) The person is expelled as a member by judicial order under § 29-80.602(5) [§ 29-806.02(5)];
(C) The person is dissociated under § 29-806.02(7)(A) by becoming a debtor in bankruptcy; or
(D) In the case of a person that is not a trust (other than a business trust), an estate, or an individual, the person is expelled or otherwise dissociated as a member because it willfully dissolved or terminated.
(c) A person that wrongfully dissociates as a member shall be liable to the limited liability company and, subject to § 29-808.01, to the other members for damages caused by the dissociation. The liability shall be in addition to any other debt, obligation, or other liability of the member to the company or the other members.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(h)(7)(A), 59 DCR 13171.)
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 § 601 of the Uniform Limited Company Act (2006 Act).
Application of Law 19-210: Section 7 of D.C. Law 19-210 provided that the act shall apply as of January 1, 2012.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 8 - Limited Liability Companies › Subchapter VI - Member’s Dissociation › § 29–806.03. Effect of person’s dissociation as member

§ 29–806.03. Effect of person’s dissociation as member.
(a) When a person is dissociated as a member of a limited liability company:
(1) The person’s right to participate as a member in the management and conduct of the company’s activities and affairs shall terminate;
(2) If the company is member-managed, the person’s duties and obligations under § 29-804.09 end with regard to matters arising and events occurring after the person’s dissociation; and
(3) Subject to § 29-805.04, subchapter IX 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 member is owned by the person solely as a transferee.
(b) A person’s dissociation as a member of a limited liability company shall not of itself discharge the person from any debt, obligation, or other liability to the company or the other members which the person incurred while a member.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(h)(7)(C), 59 DCR 13171.)
Effect of Amendments
The 2013 amendment by D.C. Law 19-210 substituted “activities and affairs” for “activities” in (a)(1); and substituted “duties and obligations under § 29-804.09” for “fiduciary duties as a member shall” in (a)(2).
Editor's Notes
Uniform Law: This section is based on § 603 of the Uniform Limited Company Act (2006 Act).
Application of Law 19-210: Section 7 of D.C. Law 19-210 provided that the act shall apply as of January 1, 2012.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 8 - Limited Liability Companies › Subchapter VII - Dissolution and Winding up › § 29–807.01. Events causing dissolution

§ 29–807.01. Events causing dissolution.
(a) A limited liability company is dissolved, and its activities and affairs shall be wound up, upon the occurrence of any of the following:
(1) An event or circumstance that the operating agreement states causes dissolution;
(2) The consent of all the members;
(3) The passage of 90 consecutive days during which the company has no members, unless:
(A) Consent to admit at least one specified person as a member is given by transferees owning the rights to receive a majority of distributions as transferees at the time the consent is to be effective; and
(B) At least one person becomes a member in accordance with the consent;
(4) On application by a member, the entry by Superior Court of an order dissolving the company on the grounds that:
(A) The conduct of all or substantially all of the company’s activities and affairs is unlawful; or
(B) It is not reasonably practicable to carry on the company’s activities and affairs in conformity with the certificate of organization and the operating agreement.
(5) On application by a member, the entry by Superior Court of an order dissolving the company on the grounds that the managers or those members in control of the company:
(A) Have acted, are acting, or will act in a manner that is illegal or fraudulent; or
(B) Have acted or are acting in a manner that is oppressive and was, is, or will be directly harmful to the applicant.
(6) The signing and filing of a statement of administrative dissolution by the Mayor under § 29-106.02.
(b) In a proceeding brought under subsection (a)(5) of this section, the Superior Court may order a remedy other than dissolution.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(h)(8)(A), 59 DCR 13171.)
Section References
This section is referenced in § 29-801.07, § 29-802.06, § 29-804.01, § 29-807.02, and § 29-807.06.
Effect of Amendments
The 2013 amendment by D.C. Law 19-210 substituted “activities and affairs” for “activities” in the introductory language of (a) and twice in (a)(4); rewrote (a)(3); added (a)(6); and made related changes.
Editor's Notes
Uniform Law: This section is based on § 701 of the Uniform Limited Company Act (2006 Act).
Application of Law 19-210: Section 7 of D.C. Law 19-210 provided that the act shall apply as of January 1, 2012.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 8 - Limited Liability Companies › Subchapter VII - Dissolution and Winding up › § 29–807.03. Known claims against dissolved limited liability company

§ 29–807.03. Known claims against dissolved limited liability company.
(a) Except as otherwise provided in subsection (d) of this section, a dissolved limited liability company may give notice of a known claim under subsection (b) of this section, which shall have the effect as provided in subsection (c) of this section.
(b) A dissolved limited liability company may in a record notify its known claimants of the dissolution. 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 shall not be less than 120 days after the date the notice is received by the claimant; and
(4) State that the claim will be barred if not received by the deadline.
(c) A claim against a dissolved limited liability company 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) If the claim is timely received but rejected by the company:
(A) The company causes the claimant to receive a notice in a record stating that the claim is rejected and will be barred unless the claimant commences an action against the company to enforce the claim within 90 days after the claimant receives the notice; and
(B) The claimant does not commence the required action within the 90 days.
(d) This section shall not apply to a claim based on an event occurring after the effective date of dissolution or a liability that on that date is contingent.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Section References
This section is referenced in § 29-804.05 and § 29-807.04.
Editor's Notes
Uniform Law: This section is based on § 703 of the Uniform Limited Company Act (2006 Act).
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 8 - Limited Liability Companies › Subchapter VII - Dissolution and Winding up › § 29–807.04. Other claims against dissolved limited liability company

§ 29–807.04. Other claims against dissolved limited liability company.
(a) A dissolved limited liability company may publish notice of its dissolution and request persons having claims against the company to present them in accordance with the notice.
(b) The notice authorized by subsection (a) of this section shall:
(1) Be published at least once in a newspaper of general circulation in the District;
(2) Describe the information required to be contained in a claim and provide a mailing address to which the claim is to be sent; and
(3) State that a claim against the company is barred unless an action to enforce the claim is commenced within 3 years after publication of the notice.
(c) If a dissolved limited liability company publishes a notice in accordance with subsection (b) of this section, unless the claimant commences an action to enforce the claim against the company within 3 years after the publication date of the notice, the claim of each of the following claimants shall be barred:
(1) A claimant that did not receive notice in a record under § 29-807.03;
(2) A claimant whose claim was timely sent to the company but not acted on; and
(3) A claimant whose claim is contingent at, or based on an event occurring after, the effective date of dissolution.
(d) A claim not barred under this section or § 29-807.03 may be enforced:
(1) Against a dissolved limited liability company, to the extent of its undistributed assets; and
(2) If assets of the company have been distributed after dissolution, against a member or transferee to the extent of that person’s proportionate share of the claim or of the assets distributed to the member or transferee after dissolution, whichever is less, but a person’s total liability for all claims under this paragraph shall not exceed the total amount of assets distributed to the person after dissolution.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(h)(8)(C), 59 DCR 13171.)
Section References
This section is referenced in § 29-804.05 and § 29-807.07.
Effect of Amendments
The 2013 amendment by D.C. Law 19-210 substituted “this section or § 29-807.03” for “this section” in (d).
Editor's Notes
Uniform Law: This section is based on § 704 of the Uniform Limited Company Act (2006 Act).
Application of Law 19-210: Section 7 of D.C. Law 19-210 provided that the act shall apply as of January 1, 2012.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 8 - Limited Liability Companies › Subchapter VII - Dissolution and Winding up › § 29–807.05. Distribution of assets in winding up limited liability company’s activities and affairs

§ 29–807.05. Distribution of assets in winding up limited liability company’s activities and affairs.
(a) In winding up its activities and affairs, a limited liability company shall apply its assets to discharge its obligations to creditors, including members that are creditors.
(b) After a limited liability company complies with subsection (a) of this section, any surplus shall be distributed in the following order, subject to any charging order in effect under § 29-805.03:
(1) To each person owning a transferable interest that reflects contributions made by a member and not previously returned, an amount equal to the value of the unreturned contributions; and
(2) In equal shares among members and dissociated members, except to the extent necessary to comply with any transfer effective under § 29-805.02.
(c) If a limited liability company does not have sufficient surplus to comply with subsection (b)(1) of this section, any surplus must be distributed among the owners of transferable interests in proportion to the value of their respective unreturned contributions.
(d) All distributions made under subsections (b) and (c) of this section must be paid in money.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(h)(8)(D), 59 DCR 13171.)
Section References
This section is referenced in § 29-804.04 and § 29-804.05.
Effect of Amendments
The 2013 amendment by D.C. Law 19-210 substituted “activities and affairs” for “activities” in the section heading and in (a).
Editor's Notes
Uniform Law: This section is based on § 705 of the Uniform Limited Company Act (2006 Act).
Application of Law 19-210: Section 7 of D.C. Law 19-210 provided that the act shall apply as of January 1, 2012.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 8 - Limited Liability Companies › Subchapter VII - Dissolution and Winding up › § 29–807.06. Rescinding dissolution

§ 29–807.06. Rescinding dissolution.
(a) A limited liability company may rescind its dissolution unless a statement of termination applicable to the company becomes effective, the Superior Court has entered an order under § 29-807.01(a)(4) or (5) dissolving the company, or the Mayor has dissolved the company under § 29-106.02.
(b) Rescinding dissolution under this section requires:
(1) The consent of each member;
(2) If a statement of dissolution applicable to the limited liability company has been filed by the Mayor but has not become effective, the delivery to the Mayor for filing of a statement of withdrawal under § 29-102.04 applicable to the statement of dissolution; and
(3) If a statement of dissolution applicable to the limited liability company is effective, the delivery to the Mayor for filing of a statement of correction under § 29-102.05 stating that dissolution has been rescinded under this section.
(c) If a limited liability company rescinds its dissolution:
(1) The company resumes carrying on its activities and affairs as if dissolution never occurred;
(2) Subject to paragraph (3) of this subsection, any liability incurred by the company after the dissolution but before the rescission is effective is determined as if the dissolution never occurred; and
(3) The rights of a third party arising out of actions taken by the third party in reliance on the dissolution before the third party knew or had notice of the rescission may not be adversely affected.
(Mar. 5, 2013, D.C. Law 19-210, § 2(h)(8)(E), 59 DCR 13171.)
Section References
This section is referenced in § 29-807.02.
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 8 - Limited Liability Companies › Subchapter VII - Dissolution and Winding up › § 29–807.07. Court proceedings

§ 29–807.07. Court proceedings.
(a) A dissolved limited liability company that has published a notice under § 29-807.04 may file an application with the Superior Court, or, if the principal office is not located in the District, in an appropriate court where the company’s principal office is located, for a determination of the amount and form of security to be provided for payment of claims that are contingent, have not been made known to the company, or are based on an event occurring after the effective date of dissolution but which, based on the facts known to the dissolved company, are reasonably expected to arise after the effective date of dissolution. Security is not required for any claim that is or is reasonably anticipated to be barred under § 29-807.04(c).
(b) Not later than 10 days after the filing of an application under subsection (a) of this section, the dissolved limited liability company shall give notice of the proceeding to each claimant holding a contingent claim known to the company.
(c) In any proceeding under this section, the court may appoint a guardian ad litem to represent all claimants whose identities are unknown. The reasonable fees and expenses of the guardian, including all reasonable expert witness fees, must be paid by the dissolved limited liability company.
(d) A dissolved limited liability company that provides security in the amount and form ordered by the court under subsection (a) of this subsection satisfies the company’s obligations with respect to claims that are contingent, have not been made known to the company, or are based on an event occurring after the effective date of dissolution. Such claims may not be enforced against a member or transferee that received assets in liquidation.
(Mar. 5, 2013, D.C. Law 19-210, § 2(h)(8)(E), 59 DCR 13171.)
Section References
This section is referenced in § 29-804.05.
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 8 - Limited Liability Companies › Subchapter VIII - Actions by Members › § 29–808.01. Direct action by member

§ 29–808.01. Direct action by member.
(a) Subject to subsection (b) of this section, a member may maintain a direct action in the Superior Court against another member, a manager, or the limited liability company to enforce the member’s rights and otherwise protect the member’s interests, including rights and interests under the operating agreement or this chapter or arising independently of the membership relationship.
(b) A member maintaining a direct action under this section shall plead and prove an actual or threatened injury that is not solely the result of an injury suffered or threatened to be suffered by the limited liability company.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Section References
This section is referenced in § 29-804.09 and § 29-806.01.
Editor's Notes
Uniform Law: This section is based on § 901 of the Uniform Limited Company Act (2006 Act).
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 8 - Limited Liability Companies › Subchapter VIII - Actions by Members › § 29–808.02. Derivative action

§ 29–808.02. Derivative action.
A member may maintain a derivative action in the Superior Court to enforce a right of a limited liability company if:
(1) The member first makes a demand on the other members in a member-managed limited liability company, or the managers of a manager-managed limited liability company, requesting that they cause the company to bring an action to enforce the right, and the managers or other members do not bring the action within a reasonable time; or
(2) A demand under paragraph (1) of this section would be futile.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Section References
This section is referenced in § 29-808.04 and § 29-808.06.
Editor's Notes
Uniform Law: This section is based on § 902 of the Uniform Limited Company Act (2006 Act).
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 8 - Limited Liability Companies › Subchapter VIII - Actions by Members › § 29–808.03. Proper plaintiff

§ 29–808.03. Proper plaintiff.
A derivative action to enforce a right of a limited liability company may be maintained only by a person that is a member at the time the action is commenced and:
(1) Was a member when the conduct giving rise to the action occurred; or
(2) Whose status as a member was derived, by operation of law or pursuant to the terms of the operating agreement, from a person that was a member at the time the conduct giving rise to the action occurred.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(h)(9)(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 § 903 of the Uniform Limited Company Act (2006 Act).
Application of Law 19-210: Section 7 of D.C. Law 19-210 provided that the act shall apply as of January 1, 2012.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 8 - Limited Liability Companies › Subchapter VIII - Actions by Members › § 29–808.04. Pleading

§ 29–808.04. Pleading.
In a derivative action under § 29-808.02, the complaint shall state with particularity:
(1) The date and content of plaintiff’s demand and the response to the demand by the managers or other members; or
(2) If a demand has not been made, the reasons a demand under § 29-808.02(1) would be futile.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Editor's Notes
Uniform Law: This section is based on § 904 of the Uniform Limited Company Act (2006 Act).
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 8 - Limited Liability Companies › Subchapter VIII - Actions by Members › § 29–808.06. Proceeds and expenses

§ 29–808.06. Proceeds and expenses.
(a) Except as otherwise provided in subsection (b) of this section:
(1) Any proceeds or other benefits of a derivative action under § 29-808.02, whether by judgment, compromise, or settlement, belong to the limited liability company and not to the plaintiff; and
(2) If the plaintiff receives any proceeds, the plaintiff shall remit them immediately to the company.
(b) If a derivative action under § 29-808.02 is successful in whole or in part, the Superior Court may award the plaintiff reasonable expenses, including reasonable attorney’s fees and costs, from the recovery of the limited liability company.
(c) A derivative action on behalf of a limited partnership may not be voluntarily dismissed or settled without the Superior Court’s approval.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(h)(9)(C), 59 DCR 13171.)
Effect of Amendments
The 2013 amendment by D.C. Law 19-210 added (c).
Editor's Notes
Uniform Law: This section is based on § 906 of the Uniform Limited Company Act (2006 Act).
Application of Law 19-210: Section 7 of D.C. Law 19-210 provided that the act shall apply as of January 1, 2012.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 8 - Limited Liability Companies › Subchapter IX - Merger and Domestication › § 29–809.01. Definitions

§ 29–809.01. Definitions.
For the purposes of this subchapter, the term:
(1) “Constituent company” means a limited liability company that is a party to a merger.
(2) “Domesticated company” means the company that exists after a domesticating foreign limited liability company or limited liability company effects a domestication pursuant to §§ 29-809.06 through 29-809.09.
(3) “Domesticating company” means the company that effects a domestication pursuant to §§ 29-809.06 through 29-809.09.
(4) “Governing statute” means the statute that governs the internal affairs of a foreign limited liability company or limited liability company.
(5) “Personal liability” means liability for a debt, obligation, or other liability of a foreign limited liability company or limited liability company which is imposed on a person that co-owns, has an interest in, or is a member of the company by the:
(A) Governing statute solely by reason of the person co-owning, having an interest in, or being a member of the company; or
(B) Company’s certificate or articles of organization and operating agreement, or comparable records as provided in its governing statute, under a provision of the governing statute authorizing those documents to make one or more specified persons liable for all or specified debts, obligations, or other liabilities of the company solely by reason of the person or persons co-owning, having an interest in, or being a member of the company.
(6) “Surviving company” means a foreign limited liability company or limited liability company into which one or more other foreign limited liability companies or limited liability companies are merged whether the company preexisted the merger or was created by the merger.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Editor's Notes
Uniform Law: This section is based on § 1001 of the Uniform Limited Company Act (2006 Act).
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 8 - Limited Liability Companies › Subchapter IX - Merger and Domestication › § 29–809.02. Merger

§ 29–809.02. Merger.
(a) A limited liability company may merge with one or more other constituent companies pursuant to this section, §§ 29-809.03 through 29-809.05, and a plan of merger, if:
(1) The governing statute of each of the other companies authorizes the merger;
(2) The merger is not prohibited by the law of a jurisdiction that enacted any of the governing statutes; and
(3) Each of the other companies complies with its governing statute in effecting the merger.
(b) A plan of merger shall be in a record and shall include:
(1) The name and form of each constituent company;
(2) The name and form of the surviving company and, if the surviving company is to be created by the merger, a statement to that effect;
(3) The terms and conditions of the merger, including the manner and basis for converting the interests in each constituent company into any combination of money, interests in the surviving company, and other consideration;
(4) If the surviving company is to be created by the merger, the surviving company’s organizational documents that are proposed to be in a record; and
(5) If the surviving company is not to be created by the merger, any amendments to be made by the merger to the surviving company’s certificate of organization and any amendments to its operating agreement that are, or are proposed to be, in a record.
(c) A merger in which a limited liability company and another form of entity are parties shall be governed by Chapter 2 of this title.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Editor's Notes
Uniform Law: This section is based on § 1002 of the Uniform Limited Company Act (2006 Act).