reglab/statecodes huggingface dataset:
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 5 - Professional Corporations › § 29–516. Perpetual duration; dissolution

§ 29–516. Perpetual duration; dissolution.
(a) A professional corporation shall have perpetual duration, except that whenever all shareholders of a professional corporation cease at any time for any reason to be licensed to perform the professional services for which the corporation was organized, the professional corporation shall be treated as having converted into a corporation organized under Chapter 3 of this title.
(b) Articles of conversion shall be delivered to the Mayor for filing and meet the requirements of § 29-204.05.
(c) Dissolution by a professional corporation shall meet the requirements of § 29-312.03.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(e)(2), 59 DCR 13171.)
Prior Codifications
2001 Ed., § 29-418.
1981 Ed., § 29-618.
1973 Ed., § 29-1118.
Effect of Amendments
The 2013 amendment by D.C. Law 19-210 rewrote the section.
Editor's Notes
Application of Law 19-210: Section 7 of D.C. Law 19-210 provided that the act shall apply as of January 1, 2012.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 6 - General Partnerships › Subchapter I - General Provisions › § 29–601.01. Short title

§ 29–601.01. Short title.
This chapter may be cited as the “Uniform Partnership Act of 2010”.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Editor's Notes
Uniform Law: This section is based on § 1202 of the Uniform Partnership Act (1997 Act).
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 6 - General Partnerships › Subchapter I - General Provisions › § 29–601.05. Execution, filing, and recording of statements

§ 29–601.05. Execution, filing, and recording of statements.
(a) A statement delivered to the Mayor for filing by a partnership shall be executed by at least 2 partners. Other statements shall be executed by a partner or other person authorized by this chapter.
(b) A person that delivers a statement to the Mayor for filing pursuant to this section shall promptly send a copy of the statement to every nonfiling partner and to any other person named as a partner in the statement. Failure to send a copy of a statement to a partner or other person shall not limit the effectiveness of the statement as to a person not a partner.
(c) A statement delivered to the Mayor for filing by a partnership shall be executed by at least 2 partners. Other statements shall be executed by a partner or other person authorized by this chapter An individual who executes a statement shall personally declare under penalty of making false statements that the contents of the statement are accurate.
(d) A person authorized by this chapter to deliver a statement to the Mayor for filing may amend or cancel the statement by delivering filing an amendment or cancellation to the Mayor for filing that names the partnership, identifies the statement, and states the substance of the amendment or cancellation.
(e) A person that delivers a statement to the Mayor for filing pursuant to this section shall promptly send a copy of the statement to every nonfiling partner and to any other person named as a partner in the statement. Failure to send a copy of a statement to a partner or other person shall not limit the effectiveness of the statement as to a person not a partner.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(f)(2)(D), 59 DCR 13171.)
Prior Codifications
2001 Ed., § 33-101.05.
1981 Ed., § 41-151.5.
Section References
This section is referenced in § 29-601.04, § 29-603.03, § 29-609.04, and § 29-610.01.
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 § 105 of the Uniform Partnership Act (1997 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 6 - General Partnerships › Subchapter I - General Provisions › § 29–601.06. Governing law

§ 29–601.06. Governing law.
The internal affairs of a partnership and the liability of a partner as a partner for the debts, obligations, or other liabilities of the partnership are governed by:
(1) In the case of a limited liability partnership, the law of the District of Columbia; and
(2) In the case of a partnership that is not a limited liability partnership, the law of the state of the jurisdiction in which the partnership has its principal office.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(f)(2)(E), 59 DCR 13171.)
Prior Codifications
2001 Ed., § 33-101.06.
1981 Ed., § 41-151.6.
Effect of Amendments
The 2013 amendment by D.C. Law 19-210 rewrote the section.
Editor's Notes
Uniform Law: This section is based on § 106 of the Uniform Partnership Act (1997 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 6 - General Partnerships › Subchapter I - General Provisions › § 29–601.07. Applicability of act to foreign and interstate commerce

§ 29–601.07. Applicability of act to foreign and interstate commerce.
(a) A partnership or limited liability partnership organized and existing under this chapter may conduct its business, carry on its operations, and exercise the powers granted by this chapter in any state, territory, district, or possession of the United States or in any foreign country.
(b) It is the intent of the Council of the District of Columbia that the legal existence of limited liability partnerships organized in the District be recognized outside the boundaries of the District and that, subject to any reasonable requirement of registration, a District limited liability partnership doing business outside the District be granted full faith and credit.
(c) The liability of partners in a limited liability partnership organized and existing under this chapter for the debts and obligations of the limited liability partnership, or for the acts or omission of other partners, employees, or representatives of the limited liability partnership, shall at all be times determined solely and exclusively by this chapter and any rules promulgated hereunder.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Prior Codifications
2001 Ed., § 33-111.06.
1981 Ed., § 41-161.6.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 6 - General Partnerships › Subchapter I - General Provisions › § 29–601.08. Partnership agreement; effect on partnership and person becoming partner; preformation agreement

§ 29–601.08. Partnership agreement; effect on partnership and person becoming partner; preformation agreement.
(a) A person that becomes a partner of a partnership is deemed to assent to the partnership agreement.
(b) A partnership is bound by and may enforce the partnership agreement, whether or not the partnership itself has manifested assent to the agreement.
(c) Two or more persons intending to become the initial partners of a partnership may make an agreement providing that upon the formation of the partnership the agreement will become the partnership agreement.
(Mar. 5, 2013, D.C. Law 19-210, § 2(f)(2)(F), 59 DCR 13171.)
Editor's Notes
Application of Law 19-210: Section 7 of D.C. Law 19-210 provided that the act shall apply as of January 1, 2012.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 6 - General Partnerships › Subchapter I - General Provisions › § 29–601.09. Partnership agreement; effect on third parties and relationship to records effective on behalf of partnership

§ 29–601.09. Partnership agreement; effect on third parties and relationship to records effective on behalf of partnership.
(a) A partnership agreement may specify that its amendment requires the approval of a person that is not a party to the agreement or the satisfaction of a condition. An amendment is ineffective if its adoption does not include the required approval or satisfy the specified condition.
(b) The obligations of a partnership and its partners to a person in the person’s capacity as a transferee or person dissociated as a partner are governed by the partnership agreement. Subject only to a court order issued under § 29-605.04 to effectuate a charging order, an amendment to the partnership agreement made after a person becomes a transferee or is dissociated as a partner:
(1) Is effective with regard to any debt, obligation, or other liability of the partnership or its partners to the person in the person’s capacity as a transferee or person dissociated as a partner; and
(2) Is not effective to the extent the amendment:
(A) Imposes a new debt, obligation, or other liability on the transferee or person dissociated as a partner; or
(B) Prejudices the rights under § 29-607.01 of a person that dissociated as a partner before the amendment was made.
(c) If a record delivered by a partnership to the Mayor for filing becomes effective under this chapter and contains a provision that would be ineffective under § 29-601.04(b) or (d)(2) if contained in the partnership agreement, the provision is ineffective in the record.
(d) Subject to subsection (c) of this section, if a record delivered by a partnership to the Mayor for filing becomes effective under this chapter and conflicts with a provision of the partnership agreement:
(1) The agreement prevails as to partners, persons dissociated as partners, and transferees; and
(2) The record prevails as to other persons to the extent they reasonably rely on the record.
(Mar. 5, 2013, D.C. Law 19-210, § 2(f)(2)(F), 59 DCR 13171.)
Editor's Notes
Application of Law 19-210: Section 7 of D.C. Law 19-210 provided that the act shall apply as of January 1, 2012.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 6 - General Partnerships › Subchapter I - General Provisions › § 29–601.10. Signing and filing pursuant to judicial order

§ 29–601.10. Signing and filing pursuant to judicial order.
(a) If a person required by this chapter to sign a record or deliver a record to the Mayor for filing under this chapter does not do so, any other person that is aggrieved may petition the Superior Court to order:
(1) The person to sign the record;
(2) The person to deliver the record to the Mayor for filing; or
(3) The Mayor to file the record unsigned.
(b) If a petitioner under subsection (a) of this section is not the partnership or foreign limited liability partnership to which the record pertains, the petitioner shall make the partnership a party to the action.
(c) A record filed under subsection (a)(3) of this section is effective without being signed.
(Mar. 5, 2013, D.C. Law 19-210, § 2(f)(2)(F), 59 DCR 13171.)
Section References
This section is referenced in § 29-601.04 and § 29-601.11.
Editor's Notes
Application of Law 19-210: Section 7 of D.C. Law 19-210 provided that the act shall apply as of January 1, 2012.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 6 - General Partnerships › Subchapter I - General Provisions › § 29–601.11. Liability for inaccurate information in filed record

§ 29–601.11. Liability for inaccurate information in filed record.
(a) If a record delivered to the Mayor for filing under this title and filed by the Mayor contains inaccurate information, a person that suffers loss by reliance on the information may recover damages for the loss from:
(1) A person that signed the record, or caused another to sign it on the person’s behalf, and knew the information to be inaccurate at the time the record was signed; and
(2) A partner, if:
(A) The record was delivered for filing on behalf of the partnership; and
(B) The partner had notice of the inaccuracy for a reasonably sufficient time before the information was relied upon so that, before the reliance, the partner reasonably could have:
(i) Effected an amendment under § 29-610.01(h);
(ii) Filed a petition under § 29-601.10; or
(iii) Delivered to the Mayor for filing a statement of change under § 29-104.07 or a statement of correction under § 29-102.05.
(b) 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.
(Mar. 5, 2013, D.C. Law 19-210, § 2(f)(2)(F), 59 DCR 13171.)
Editor's Notes
Application of Law 19-210: Section 7 of D.C. Law 19-210 provided that the act shall apply as of January 1, 2012.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 6 - General Partnerships › Subchapter II - Nature of Partnership › § 29–602.01. Partnership as entity

§ 29–602.01. Partnership as entity.
(a) A partnership is an entity distinct from its partners.
(b) A limited liability partnership shall continue to be the same entity that existed before the filing of a statement of qualification under § 29-610.01.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Prior Codifications
2001 Ed., § 33-102.01.
1981 Ed., § 41-152.1.
Editor's Notes
Uniform Law: This section is based on § 201 of the Uniform Partnership Act (1997 Act).
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 6 - General Partnerships › Subchapter II - Nature of Partnership › § 29–602.02. Formation of partnership

§ 29–602.02. Formation of partnership.
(a) Except as otherwise provided in subsection (b) of this section, the association of 2 or more persons to carry on as co-owners of a business for profit shall form a partnership, whether or not the persons intend to form a partnership.
(b) An association formed under a statute other than this chapter, a predecessor statute, or a comparable statute of another jurisdiction shall not be a partnership under this chapter.
(c) In determining whether a partnership is formed, the following rules shall apply:
(1) Joint tenancy, tenancy in common, tenancy by the entireties, joint property, common property, or part ownership shall not by itself establish a partnership, even if the co-owners share profits made by the use of the property.
(2) The sharing of gross returns shall not by itself establish a partnership, even if the persons sharing them have a joint or common right or interest in property from which the returns are derived.
(3) A person that receives a share of the profits of a business shall be presumed to be a partner in the business, unless the profits were received in payment:
(A) Of a debt by installments or otherwise;
(B) For services as an independent contractor or of wages or other compensation to an employee;
(C) Of rent;
(D) Of an annuity or other retirement or health benefit to a beneficiary, representative, or designee of a deceased or retired partner;
(E) Of interest or other charge on a loan, even if the amount of payment varies with the profits of the business, including a direct or indirect present or future ownership of the collateral, or rights to income, proceeds, or increase in value derived from the collateral; or
(F) For the sale of the goodwill of a business or other property by installments or otherwise.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Prior Codifications
2001 Ed., § 33-102.02.
1981 Ed., § 41-152.2.
Section References
This section is referenced in § 29-101.02, § 29-601.02, § 29-604.02, and § 47-2855.01.
Editor's Notes
Uniform Law: This section is based on § 202 of the Uniform Partnership Act (1997 Act).
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 6 - General Partnerships › Subchapter II - Nature of Partnership › § 29–602.03. Partnership property

§ 29–602.03. Partnership property.
Property acquired by a partnership shall be property of the partnership and not of the partners individually.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Prior Codifications
2001 Ed., § 33-102.03.
1981 Ed., § 41-152.3.
Editor's Notes
Uniform Law: This section is based on § 203 of the Uniform Partnership Act (1997 Act).
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 6 - General Partnerships › Subchapter II - Nature of Partnership › § 29–602.04. When property is partnership property

§ 29–602.04. When property is partnership property.
(a) Property shall be partnership property if acquired in the name of:
(1) The partnership; or
(2) One or more partners with an indication in the instrument transferring title to the property of the person’s capacity as a partner or of the existence of a partnership but without an indication of the name of the partnership.
(b) Property shall be acquired in the name of the partnership by a transfer to:
(1) The partnership in its name; or
(2) One or more partners in their capacity as partners in the partnership, if the name of the partnership is indicated in the instrument transferring title to the property.
(c) Property shall be presumed to be partnership property if purchased with partnership assets, even if not acquired in the name of the partnership or of one or more partners with an indication in the instrument transferring title to the property of the person’s capacity as a partner or of the existence of a partnership.
(d) Property acquired in the name of one or more of the partners, without an indication in the instrument transferring title to the property of the person’s capacity as a partner or of the existence of a partnership and without use of partnership assets, shall be presumed to be separate property, even if used for partnership purposes.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Prior Codifications
2001 Ed., § 33-102.04.
1981 Ed., § 41-152.4.
Editor's Notes
Uniform Law: This section is based on § 204 of the Uniform Partnership Act (1997 Act).
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 6 - General Partnerships › Subchapter III - Relations of Partners to Persons Dealing with Partnership › § 29–603.01. Partner agent of partnership

§ 29–603.01. Partner agent of partnership.
Subject to the effect of a statement of partnership authority under § 29-603.03:
(1) Each partner shall be an agent of the partnership for the purpose of its business.
(2) An act of a partner, including the execution of an instrument in the partnership name, for apparently carrying on in the ordinary course the partnership business or business of the kind carried on by the partnership shall bind the partnership, unless the partner had no authority to act for the partnership in the particular matter and the person with whom the partner was dealing knew or had received a notification that the partner lacked authority.
(3) An act of a partner which is not apparently for carrying on in the ordinary course the partnership business or business of the kind carried on by the partnership shall bind the partnership only if the act was authorized by the other partners.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Prior Codifications
2001 Ed., § 33-103.01.
1981 Ed., § 41-153.1.
Section References
This section is referenced in § 29-603.02, § 29-604.01, § 29-607.02, § 29-608.04, and § 29-608.05.
Editor's Notes
Uniform Law: This section is based on § 301 of the Uniform Partnership Act (1997 Act).
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 6 - General Partnerships › Subchapter III - Relations of Partners to Persons Dealing with Partnership › § 29–603.02. Transfer of partnership property

§ 29–603.02. Transfer of partnership property.
(a) Partnership property may be transferred as follows:
(1) Subject to the effect of a statement of partnership authority under § 29-603.03, partnership property held in the name of the partnership may be transferred by an instrument of transfer executed by a partner in the partnership name.
(2) Partnership property held in the name of one or more partners with an indication in the instrument transferring the property to them in their capacity as partners or of the existence of a partnership, but without an indication of the name of the partnership, may be transferred by an instrument of transfer executed by the persons in whose name the property is held.
(3) Partnership property held in the name of one or more persons other than the partnership, without an indication in the instrument transferring the property to them in their capacity as partners or of the existence of a partnership, may be transferred by an instrument of transfer executed by the persons in whose name the property is held.
(b) A partnership may recover partnership property from a transferee only if it proves that execution of the instrument of initial transfer did not bind the partnership under § 29-603.01 and:
(1) As to a subsequent transferee who gave value for property transferred under subsection (a)(1) and (2) of this section, proves that the subsequent transferee knew or had received a notification that the person that executed the instrument of initial transfer lacked authority to bind the partnership; or
(2) As to a transferee who gave value for property transferred under subsection (a)(3) of this section, proves that the transferee knew or had received a notification that the property was partnership property and that the person that executed the instrument of initial transfer lacked authority to bind the partnership.
(c) A partnership shall not recover partnership property from a subsequent transferee if the partnership would not have been entitled to recover the property, under subsection (b) of this section, from any earlier transferee of the property.
(d) If a person holds all of the partners’ interests in the partnership, all of the partnership property shall vest in that person. The person may execute a document in the name of the partnership to evidence vesting of the property in that person and may file or record the document.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Prior Codifications
2001 Ed., § 33-103.02.
1981 Ed., § 41-153.2.
Section References
This section is referenced in § 29-609.04.
Editor's Notes
Uniform Law: This section is based on § 302 of the Uniform Partnership Act (1997 Act).
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 6 - General Partnerships › Subchapter III - Relations of Partners to Persons Dealing with Partnership › § 29–603.04. Statement of denial

§ 29–603.04. Statement of denial.
A partner or other person named as a partner in a filed statement of partnership authority or in a list maintained by an agent pursuant to § 29-603.03(b) may deliver to the Mayor for filing a statement of denial stating the name of the partnership and the fact that is being denied, which may include denial of a person’s authority or status as a partner. A statement of denial shall be a limitation on authority as provided in § 29-603.03(d) and (e).
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(f)(3)(B), 59 DCR 13171.)
Prior Codifications
2001 Ed., § 33-103.04.
1981 Ed., § 41-153.4.
Effect of Amendments
The 2013 amendment by D.C. Law 19-210 substituted “deliver to the Mayor for filing” for “file.”
Editor's Notes
Uniform Law: This section is based on § 304 of the Uniform Partnership Act (1997 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 6 - General Partnerships › Subchapter III - Relations of Partners to Persons Dealing with Partnership › § 29–603.05. Partnership liable for partner’s actionable conduct

§ 29–603.05. Partnership liable for partner’s actionable conduct.
(a) A partnership shall be liable for loss or injury caused to a person, or for a penalty incurred, as a result of a wrongful act or omission, or other actionable conduct, of a partner acting in the ordinary course of business of the partnership or with authority of the partnership.
(b) If, in the course of the partnership’s business or while acting with authority of the partnership, a partner receives or causes the partnership to receive money or property of a person not a partner, and the money or property is misapplied by a partner, the partnership shall be liable for the loss.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Prior Codifications
2001 Ed., § 33-103.05.
1981 Ed., § 41-153.5.
Editor's Notes
Uniform Law: This section is based on § 305 of the Uniform Partnership Act (1997 Act).
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 6 - General Partnerships › Subchapter III - Relations of Partners to Persons Dealing with Partnership › § 29–603.06. Partner’s liability

§ 29–603.06. Partner’s liability.
(a) Except as otherwise provided in subsections (b) and (c) of this section, all partners shall be liable jointly and severally for all debts, obligations, or other liabilities of the partnership unless otherwise agreed by the claimant or provided by law.
(b) A person admitted as a partner into an existing partnership shall not be personally liable for any partnership debt, obligation, or other liability incurred before the person’s admission as a partner.
(c) An obligation of a partnership incurred while the partnership is a limited liability partnership, whether arising in contract, tort, or otherwise, shall be solely the debt, obligation, or other liability of the partnership. A partner shall not be personally liable, directly or indirectly, by way of contribution or otherwise, for such a debt, obligation, or other liability solely by reason of being or so acting as a partner. This subsection shall apply notwithstanding anything inconsistent in the partnership agreement that existed immediately before the vote required to become a limited liability partnership under § 29-610.01(b).
(d) The failure of a limited liability partnership to observe any formalities relating to the exercise of its powers or management of its business is not a ground for imposing liability on any partner of the partnership for any debt, obligation, or other liability of the partnership.
(e) The cancellation or administrative revocation of a limited liability partnership’s statement of qualification does not affect this section’s limitation on the liability of a partner for a debt, obligation, or other liability of the partnership incurred while the statement was in effect.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(f)(3)(C), 59 DCR 13171.)
Prior Codifications
2001 Ed., § 33-103.06.
1981 Ed., § 41-153.6.
Section References
This section is referenced in § 29-601.02, § 29-603.07, § 29-607.03, § 29-608.06, § 29-608.07, § 29-608.08, § 29-608.09, § 29-608.11, and § 29-609.03.
Effect of Amendments
The 2013 amendment by D.C. Law 19-210 substituted “debt, obligation, or other liability” or a variant thereof for “obligation” or a variant thereof in (a), (b), and (c); and added (d) and (e).
Editor's Notes
Uniform Law: This section is based on § 306 of the Uniform Partnership Act (1997 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 6 - General Partnerships › Subchapter III - Relations of Partners to Persons Dealing with Partnership › § 29–603.07. Actions by and against partnership and partners

§ 29–603.07. Actions by and against partnership and partners.
(a) A partnership may sue and be sued in the name of the partnership.
(b) Except as otherwise provided in subsection (f) of this section, action may be brought against the partnership and, to the extent not inconsistent with § 29-603.06, any or all of the partners in the same action or in separate actions.
(c) A judgment against a partnership shall not by itself be a judgment against a partner. A judgment against a partnership shall not be satisfied from a partner’s assets unless there is also a judgment against the partner.
(d) A judgment creditor of a partner may not levy execution against the assets of the partner to satisfy a judgment based on a claim against the partnership unless the partner is personally liable for the claim under § 29-603.06 and:
(1) A judgment based on the same claim has been obtained against the partnership and a writ of execution on the judgment has been returned unsatisfied in whole or in part;
(2) The partnership is a debtor in bankruptcy;
(3) The partner has agreed that the creditor need not exhaust partnership assets;
(4) A court grants permission to the judgment creditor to levy execution against the assets of a partner based on a finding that partnership assets subject to execution are clearly insufficient to satisfy the judgment, that exhaustion of 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 partner by law or contract independent of the existence of the partnership.
(e) This section shall apply to any partnership debt, obligation, or other liability resulting from a representation by a partner or purported partner under § 29-603.08.
(f) A partner is not a proper party to an action against a partnership if that partner is not personally liable for the claim under § 29-603.06.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(f)(3)(D), 59 DCR 13171.)
Prior Codifications
2001 Ed., § 33-103.07.
1981 Ed., § 41-153.7.
Section References
This section is referenced in § 29-601.04.
Effect of Amendments
The 2013 amendment by D.C. Law 19-210 substituted “debt, obligation, or other liability” for “liability or obligation” in (e); and substituted “is not” for “shall not be” in (f).
Editor's Notes
Uniform Law: This section is based on § 307 of the Uniform Partnership Act (1997 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 6 - General Partnerships › Subchapter III - Relations of Partners to Persons Dealing with Partnership › § 29–603.08. Liability of purported partner

§ 29–603.08. Liability of purported partner.
(a) If a person, by words or conduct, purports to be a partner, or consents to being represented by another as a partner, in a partnership or with one or more persons not partners, the purported partner shall be liable to a person to whom the representation is made, if that person, relying on the representation, enters into a transaction with the actual or purported partnership. If the representation, either by the purported partner or by a person with the purported partner’s consent, is made in a public manner, the purported partner shall be liable to a person that relies upon the purported partnership even if the purported partner is not aware of being held out as a partner to the claimant. If partnership liability results, the purported partner shall be liable with respect to that liability as if the purported partner were a partner. If no partnership liability results, the purported partner shall be liable with respect to that liability jointly and severally with any other person consenting to the representation.
(b) If a person is thus represented to be a partner in an existing partnership, or with one or more persons not partners, the purported partner shall be an agent of persons consenting to the representation to bind them to the same extent and in the same manner as if the purported partner were a partner, with respect to persons that enter into transactions in reliance upon the representation. If all of the partners of the existing partnership consent to the representation, a partnership act or obligation shall result. If fewer than all of the partners of the existing partnership consent to the representation, the person acting and the partners consenting to the representation shall be jointly and severally liable.
(c) A person shall not be liable as a partner merely because the person is named by another in a statement of partnership authority.
(d) A person shall not continue to be liable as a partner merely because of a failure to file a statement of dissociation or to amend a statement of partnership authority to indicate the partner’s dissociation from the partnership.
(e) Except as otherwise provided in subsections (a) and (b) of this section, persons that are not partners as to each other shall not be liable as partners to other persons.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Prior Codifications
2001 Ed., § 33-103.08.
1981 Ed., § 41-153.8.
Section References
This section is referenced in § 29-603.07.
Editor's Notes
Uniform Law: This section is based on § 308 of the Uniform Partnership Act (1997 Act).
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 6 - General Partnerships › Subchapter IV - Relations of Partners to Each Other and to Partnership › § 29–604.02. Becoming partner

§ 29–604.02. Becoming partner.
(a) Upon formation of a partnership under § 29-602.02(a), a person becomes a partner.
(b) After formation of a partnership, a person becomes a partner:
(1) As provided in the partnership agreement;
(2) As a result of a transaction effective under Subchapter [subchapter] IX of this chapter or Chapter 2 of this title; or
(3) With the consent of all the partners.
(c) A person may become a partner without:
(1) Acquiring a transferable interest; or
(2) Making or being obligated to make a contribution to the partnership.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(f)(4)(B), (D), 59 DCR 13171.)
Prior Codifications
1981 Ed., § 41-154.2.
2001 Ed., § 33-104.02.
Section References
This section is referenced in § 29-601.02.
Effect of Amendments
The 2013 amendment by D.C. Law 19-210 rewrote the section, which formerly read: “Distributions in kind. A partner shall have no right to receive, and shall not be required to accept, a distribution in kind.”
Editor's Notes
Uniform Law: This section is based on § 402 of the Uniform Partnership Act (1997 Act). See Vol. 6, Part I , Uniform Laws Annotated, Master Edition.
Application of Law 19-210: Section 7 of D.C. Law 19-210 provided that the act shall apply as of January 1, 2012.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 6 - General Partnerships › Subchapter IV - Relations of Partners to Each Other and to Partnership › § 29–604.03. Form of contribution

§ 29–604.03. Form of contribution.
A contribution may consist of property transferred, services performed, or other benefit provided to the partnership or an agreement to transfer property, perform services, or provide another benefit.
(Mar. 5, 2013, D.C. Law 19-210, § 2(f)(4)(D), 59 DCR 13171.)
Section References
This section is referenced in § 29-601.02, § 29-601.04, and § 29-604.08.
Editor's Notes
Section 2(f)(4)(C) of D.C. Law 19-210 redesignated former § 20-604.03 as § 29-604.06.
Application of Law 19-210: Section 7 of D.C. Law 19-210 provided that the act shall apply as of January 1, 2012.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 6 - General Partnerships › Subchapter IV - Relations of Partners to Each Other and to Partnership › § 29–604.04. Liability for contributions

§ 29–604.04. Liability for contributions.
(a) A person’s obligation to make a contribution to a partnership is not excused by the person’s death, disability, or other inability to perform personally.
(b) If a person does not fulfill an obligation to make a contribution other than money, the person is obligated at the option of the partnership to contribute money equal to the value of the part of the contribution which has not been made.
(c) The obligation of a person to make a contribution may be compromised only by consent of all partners. If a creditor of a limited liability partnership 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, the creditor may enforce the obligation.
(Mar. 5, 2013, D.C. Law 19-210, § 2(f)(4)(D), 59 DCR 13171.)
Section References
This section is referenced in § 29-601.04, § 29-604.08, § 29-605.03, § 29-606.01, and § 29-606.03.
Editor's Notes
Section 2(f)(4)(C) of D.C. Law 19-210 redesignated former § 20-604.04 as § 29-604.07.
Application of Law 19-210: Section 7 of D.C. Law 19-210 provided that the act shall apply as of January 1, 2012.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 6 - General Partnerships › Subchapter IV - Relations of Partners to Each Other and to Partnership › § 29–604.05. Distributions in kind; sharing of and right to distribution before dissolution

§ 29–604.05. Distributions in kind; sharing of and right to distribution before dissolution.
(a) Any distributions made by a partnership before its dissolution and winding up must be in equal shares among partners, except to the extent necessary to comply with a transfer effective under § 29-605.03 or charging order in effect under § 29-605.04.
(b) A person has a right to a distribution before the dissolution and winding up of a partnership only if the partnership decides to make an interim distribution.
(c) A person does not have a right to demand or receive a distribution from a partnership in any form other than money. Except as otherwise provided in § 29-608.09, a partnership may distribute an asset in kind only 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 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 partnership with respect to the distribution. However, the partnership’s obligation to make a distribution is subject to offset for any amount owed to the partnership by the partner or a person dissociated as partner on whose account the distribution is made.
(Mar. 5, 2013, D.C. Law 19-210, § 2(f)(4)(D), 59 DCR 13171.)
Section References
This section is referenced in § 29-607.01.
Editor's Notes
Section 2(f)(4)(C) of D.C. Law 19-210 redesignated former § 20-604.05 as § 29-604.08.
Application of Law 19-210: Section 7 of D.C. Law 19-210 provided that the act shall apply as of January 1, 2012.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 6 - General Partnerships › Subchapter IV - Relations of Partners to Each Other and to Partnership › § 29–604.06. Partner’s rights and duties with respect to information

§ 29–604.06. Partner’s rights and duties with respect to information.
(a) A partnership shall keep its books and records, if any, at its principal office.
(b) A partnership shall provide partners and their agents and attorneys access to its books and records. It shall provide former partners and their agents and attorneys access to books and records pertaining to the period during which they were partners. The right of access provides the opportunity to inspect and copy books and records during ordinary business hours. A partnership may impose a reasonable charge, covering the costs of labor and material, for copies of documents furnished.
(c) Each partner and the partnership shall furnish to a partner, and to the legal representative of a deceased partner or partner under legal disability:
(1) Without demand, any information concerning the partnership’s business [activities] and affairs reasonably required for the proper exercise of the partner’s rights and duties under the partnership agreement or this chapter; and
(2) On demand, any other information concerning the partnership’s business [activities] and affairs, except to the extent the demand or the information demanded is unreasonable or otherwise improper under the circumstances.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, §§ 2(f)(4)(C), (D), 59 DCR 13171.)
Prior Codifications
1981 Ed., § 41-154.3.
2001 Ed., § 33-104.03.
2001 Ed., § 29-604.03.
Section References
This section is referenced in § 29-605.05.
Effect of Amendments
The 2013 amendment by D.C. Law 19-210 redesignated former § 20-604.03 as § 29-604.06; and apparently intended to substitute “activities” for “business” twice in (c).
Editor's Notes
Uniform Law: This section is based on § 403 of the Uniform Partnership Act (1997 Act).
Section 2(f)(4)(C) of D.C. Law 19-210 redesignated former § 20-604.06 as § 29-604.09.
Application of Law 19-210: Section 7 of D.C. Law 19-210 provided that the act shall apply as of January 1, 2012.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 6 - General Partnerships › Subchapter IV - Relations of Partners to Each Other and to Partnership › § 29–604.08. Actions by partnership and partners

§ 29–604.08. Actions by partnership and partners.
(a) A partnership may maintain an action against a partner for a breach of the partnership agreement, or for the violation of a duty to the partnership, causing harm to the partnership.
(b) A partner may maintain an action against the partnership or another partner for legal or equitable relief, with or without an accounting as to partnership business, to enforce the:
(1) Partner’s rights under the partnership agreement;
(2) Partner’s rights under this chapter, including:
(A) The partner’s rights under § 29-604.01, § 29-604.03, or § 29-604.04;
(B) The partner’s right on dissociation to have the partner’s interest in the partnership purchased pursuant to § 29-607.01 or enforce any other right under subchapter VI or VII of this chapter; or
(C) The partner’s right to compel a dissolution and winding up of the partnership business under § 29-608.01 or enforce any other right under subchapter VIII of this chapter; or
(3) Rights and otherwise protect the interests of the partner, including rights and interests arising independently of the partnership relationship.
(c) The accrual of, and any time limitation on, a right of action for a remedy under this section shall be governed by other law. A right to an accounting upon a dissolution and winding up shall not revive a claim barred by law.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(f)(4)(C), 59 DCR 13171.)
Prior Codifications
1981 Ed., § 41-154.5.
2001 Ed., § 33-104.05.
2001 Ed., § 29-604.05.
Effect of Amendments
The 2013 amendment by D.C. Law 19-210 redesignated former § 20-604.05 as § 29-604.08.
Editor's Notes
Uniform Law: This section is based on § 405 of the Uniform Partnership Act (1997 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 6 - General Partnerships › Subchapter IV - Relations of Partners to Each Other and to Partnership › § 29–604.09. Continuation of partnership beyond definite term or particular undertaking

§ 29–604.09. Continuation of partnership beyond definite term or particular undertaking.
(a) If a partnership for a definite term or particular undertaking is continued, without an express agreement, after the expiration of the term or completion of the undertaking, the rights and duties of the partners shall remain the same as they were at the expiration or completion, so far as is consistent with a partnership at will.
(b) If the partners, or those of them who habitually acted in the business during the term or undertaking, continue the business without any settlement or liquidation of the partnership, they shall be presumed to have agreed that the partnership will continue.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(f)(4)(C), 59 DCR 13171.)
Prior Codifications
1981 Ed., § 41-154.6.
2001 Ed., § 33-104.06.
2001 Ed., § 29-604.06.
Effect of Amendments
The 2013 amendment by D.C. Law 19-210 redesignated former § 20-604.06 as § 29-604.09.
Editor's Notes
Uniform Law: This section is based on § 406 of the Uniform Partnership Act (1997 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 6 - General Partnerships › Subchapter V - Transferees and Creditors of Partner › § 29–605.01. Partner not co-owner of partnership property

§ 29–605.01. Partner not co-owner of partnership property.
A partner shall not be a co-owner of partnership property and has no interest in partnership property which can be transferred, either voluntarily or involuntarily.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Prior Codifications
1981 Ed., § 41-155.1.
2001 Ed., § 33-105.01.
Editor's Notes
Uniform Law: This section is based on § 501 of the Uniform Partnership Act (1997 Act).
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 6 - General Partnerships › Subchapter V - Transferees and Creditors of Partner › § 29–605.02. Partner’s transferable interest in partnership

§ 29–605.02. Partner’s transferable interest in partnership.
Except as otherwise provided in subchapter IX of this chapter or Chapter 2 of this title, the only transferable interest of a partner in the partnership is the partner’s share of the profits and losses of the partnership and the partner’s right to receive distributions. The interest of a partner, whether or not transferable, shall be personal property.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(f)(5)(A), 59 DCR 13171.)
Prior Codifications
1981 Ed., § 41-155.2.
2001 Ed., § 33-105.02.
Effect of Amendments
The 2013 amendment by D.C. Law 19-210 substituted “is” for the first occurrence of “shall be.”
Editor's Notes
Uniform Law: This section is based on § 502 of the Uniform Partnership Act (1997 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.