reglab/statecodes huggingface dataset:
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 6 - General Partnerships › Subchapter V - Transferees and Creditors of Partner › § 29–605.03. Transfer of partner’s transferable interest

§ 29–605.03. Transfer of partner’s transferable interest.
(a) A transfer, in whole or in part, of a partner’s transferable interest in the partnership:
(1) Is permissible;
(2) Shall not by itself cause the partner’s dissociation or a dissolution and winding up of the partnership business; and
(3) Shall not, as against the other partners or the partnership, entitle the transferee, during the continuance of the partnership, to participate in the management or conduct of the partnership business, to require access to information concerning partnership transactions, or to inspect or copy the partnership books or records.
(b) A transferee of a partner’s transferable interest in the partnership shall have a right to:
(1) Receive, in accordance with the transfer, distributions to which the transferor would otherwise be entitled;
(2) Receive upon the dissolution and winding up of the partnership business, in accordance with the transfer, the net amount otherwise distributable to the transferor; and
(3) Seek under § 29-608.01(6) a judicial determination that it is equitable to wind up the partnership business.
(c) In a dissolution and winding up, a transferee shall be entitled to an account of partnership transactions only from the date of the latest account agreed to by all of the partners.
(d) Upon transfer, the transferor shall retain the rights and duties of a partner other than the interest in distributions transferred.
(e) A partnership need not give effect to a transferee’s rights under this section until it has notice of the transfer.
(f) A transfer of a partner’s transferable interest in the partnership in violation of a restriction on transfer contained in the partnership agreement shall be ineffective as to a person having notice of the restriction at the time of transfer.
(g) If a partner transfers a transferable interest to a person that becomes a partner with respect to the transferred interest, the transferee is liable for the partner’s obligations under §§ 29-604.04 and 29-610.03 known to the transferee when the transferee becomes a partner.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(f)(5)(B), 59 DCR 13171.)
Prior Codifications
1981 Ed., § 41-155.3.
2001 Ed., § 33-105.03.
Section References
This section is referenced in § 29-604.05 and § 29-605.05.
Effect of Amendments
The 2013 amendment by D.C. Law 19-210 added (g).
Editor's Notes
Uniform Law: This section is based on § 503 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 › § 29–605.04. Partner’s transferable interest subject to charging order

§ 29–605.04. Partner’s transferable interest subject to charging order.
(a) On application by a judgment creditor of a partner or of a partner’s transferee, a court having jurisdiction may charge the transferable interest of the judgment debtor to satisfy the judgment. The court may appoint a receiver of the share of the distributions due or to become due to the judgment debtor in respect of the partnership and make all other orders, directions, accounts, and inquiries the judgment debtor might have made or which the circumstances of the case may require.
(b) A charging order shall constitute a lien on the judgment debtor’s transferable interest in the partnership. The court may order a foreclosure of the interest subject to the charging order at any time. The purchaser at the foreclosure sale shall have the rights of a transferee.
(c) At any time before foreclosure, an interest charged may be redeemed:
(1) By the judgment debtor;
(2) With property other than partnership property, by one or more of the other partners; or
(3) With partnership property, by one or more of the other partners with the consent of all of the partners whose interests are not so charged.
(d) This chapter shall not deprive a partner of a right under exemption laws with respect to the partner’s interest in the partnership.
(e) This section provides the exclusive remedy by which a judgment creditor of a partner or partner’s transferee may satisfy a judgment out of the judgment debtor’s transferable interest in the partnership.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Prior Codifications
1981 Ed., § 41-155.4.
2001 Ed., § 33-105.04.
Section References
This section is referenced in § 29-601.09 and § 29-604.05.
Editor's Notes
Uniform Law: This section is based on § 504 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 › § 29–605.05. Power of legal representative of deceased partner

§ 29–605.05. Power of legal representative of deceased partner.
If a partner dies, the deceased partner’s legal representative may exercise:
(1) The rights of a transferee provided in § 29-605.03(c); and
(2) For purposes of settling the estate, the rights the deceased partner had under § 29-604.06.
(Mar. 5, 2013, D.C. Law 19-210, § 2(f)(5)(C), 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 VI - Partner’s Dissociation › § 29–606.02. Partner’s power to dissociate; wrongful dissociation

§ 29–606.02. Partner’s power to dissociate; wrongful dissociation.
(a) A partner may dissociate at any time, rightfully or wrongfully, by express will pursuant to § 29-606.01(1).
(b) A partner’s dissociation shall be wrongful only if:
(1) It is in breach of an express provision of the partnership agreement; or
(2) In the case of a partnership for a definite term or particular undertaking, before the expiration of the term or the completion of the undertaking:
(A) The partner withdraws by express will, unless the withdrawal follows within 90 days after another partner’s dissociation by death or otherwise under § 29-606.01(6) through (10) or wrongful dissociation under this subsection;
(B) The partner is expelled by judicial determination under § 29-606.01(5);
(C) The partner is dissociated by becoming a debtor in bankruptcy; or
(D) In the case of a partner that is not an individual, trust other than a business trust, or estate, the partner is expelled or otherwise dissociated because it willfully dissolved or terminated.
(c) A partner that wrongfully dissociates shall be liable to the partnership and to the other partners for damages caused by the dissociation. The liability shall be in addition to any other obligation of the partner to the partnership or to the other partners.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Prior Codifications
1981 Ed., § 41-156.2.
2001 Ed., § 33-106.02.
Section References
This section is referenced in § 29-601.04, § 29-607.01, and § 29-608.01.
Editor's Notes
Uniform Law: This section is based on § 602 of the Uniform Partnership Act (1997 Act).
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 6 - General Partnerships › Subchapter VI - Partner’s Dissociation › § 29–606.03. Effect of partner’s dissociation

§ 29–606.03. Effect of partner’s dissociation.
(a) If a partner’s dissociation results in a dissolution and winding up of the partnership business, subchapter VIII of this chapter shall apply; otherwise, subchapter VII of this chapter applies.
(b) Upon a partner’s dissociation:
(1) The partner’s right to participate in the management and conduct of the partnership business terminates, except as otherwise provided in § 29-608.03;
(2) The partner’s duty of loyalty under § 29-604.04(b)(3) terminates; and
(3) The partner’s duty of loyalty under § 29-604.04(b)(1) and (2) and duty of care under § 29-604.04(c) continue only with regard to matters arising and events occurring before the partner’s dissociation, unless the partner participates in winding up the partnership’s business pursuant to § 29-608.03.
(c) A person’s dissociation alone does not discharge the person from a debt, obligation, or other liability to the partnership or to the other partners which the person incurred while a partner.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(f)(6)(B), 59 DCR 13171.)
Prior Codifications
1981 Ed., § 41-156.3.
2001 Ed., § 33-106.03.
Section References
This section is referenced in § 29-601.04.
Effect of Amendments
The 2013 amendment by D.C. Law 19-210 added (c).
Editor's Notes
Uniform Law: This section is based on § 603 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 VII - Partner’s Dissociation When Business Not Wound Up › § 29–607.02. Dissociated partner’s power to bind and liability to partnership

§ 29–607.02. Dissociated partner’s power to bind and liability to partnership.
(a) For 2 years after a partner dissociates without resulting in a dissolution and winding up of the partnership business, the partnership, including a surviving partnership under subchapter IX of this chapter, shall be bound by an act of the dissociated partner which would have bound the partnership under § 29-603.01 before dissociation only if at the time of entering into the transaction the other party:
(1) Reasonably believed that the dissociated partner was then a partner;
(2) Did not have notice of the partner’s dissociation; and
(3) Is not deemed to have had knowledge under § 29-603.03(e) or notice under § 29-607.04(c).
(b) A dissociated partner shall be liable to the partnership for any damage caused to the partnership arising from a debt, obligation, or other liability incurred by the dissociated partner after dissociation for which the partnership is liable 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(f)(7)(A), 59 DCR 13171.)
Prior Codifications
1981 Ed., § 41-157.2.
2001 Ed., § 33-107.02.
Section References
This section is referenced in § 29-607.01, § 29-607.04, and § 29-609.03.
Effect of Amendments
The 2013 amendment by D.C. Law 19-210 substituted “’a debt, obligation, or other liability” for “an obligation” in (b).
Editor's Notes
Uniform Law: This section is based on § 702 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 VII - Partner’s Dissociation When Business Not Wound Up › § 29–607.03. Dissociated partner’s liability to other persons

§ 29–607.03. Dissociated partner’s liability to other persons.
(a) A partner’s dissociation shall not of itself discharge the partner’s liability for a partnership debt, obligation, or other liability incurred before dissociation. A dissociated partner shall not be liable for a partnership debt, obligation, or other liability incurred after dissociation, except as otherwise provided in subsection (b) of this section.
(b) A partner that dissociates without resulting in a dissolution and winding up of the partnership business shall be liable as a partner to the other party in a transaction entered into by the partnership, or a surviving partnership under subchapter IX of this chapter, within 2 years after the partner’s dissociation, only if the partner is liable for the obligation under § 29-603.06 and at the time of entering into the transaction the other party:
(1) Reasonably believed that the dissociated partner was then a partner;
(2) Did not have notice of the partner’s dissociation; and
(3) Is not deemed to have had knowledge under § 29-603.03(e) or notice under § 29-607.04(c).
(c) By agreement with the partnership creditor and the partners continuing the business, a dissociated partner may be released from liability for a partnership debt, obligation, or other liability.
(d) A dissociated partner shall be released from liability for a partnership debt, obligation, or other liability if a partnership creditor, with notice of the partner’s dissociation but without the partner’s consent, agrees to a material alteration in the nature or time of payment of a partnership debt, obligation, or other liability.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(f)(7)(B), 59 DCR 13171.)
Prior Codifications
1981 Ed., § 41-157.3.
2001 Ed., § 33-107.03.
Section References
This section is referenced in § 29-607.04, § 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” for “obligation” in (a), (c) and (d).
Editor's Notes
Uniform Law: This section is based on § 703 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 VII - Partner’s Dissociation When Business Not Wound Up › § 29–607.04. Statement of dissociation

§ 29–607.04. Statement of dissociation.
(a) A dissociated partner or the partnership may file a statement of dissociation stating the name of the partnership and that the partner is dissociated from the partnership.
(b) A statement of dissociation shall be a limitation on the authority of a dissociated partner for the purposes of § 29-603.03(d) and (e).
(c) For the purposes of §§ 29-607.02(a)(3) and 29-607.03(b)(3), a person not a partner shall be deemed to have notice of the dissociation 90 days after the statement of dissociation is filed.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Prior Codifications
1981 Ed., § 41-157.4.
2001 Ed., § 33-107.04.
Section References
This section is referenced in § 29-601.03, § 29-603.03, § 29-607.02, and § 29-607.03.
Editor's Notes
Uniform Law: This section is based on § 704 of the Uniform Partnership Act (1997 Act).
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 6 - General Partnerships › Subchapter VII - Partner’s Dissociation When Business Not Wound Up › § 29–607.05. Continued use of partnership name

§ 29–607.05. Continued use of partnership name.
Continued use of a partnership name, or a dissociated partner’s name as part thereof, by partners continuing the partnership’s activities and affairs shall not of itself make the dissociated partner liable for a debt, obligation, or other liability of the partners or the partnership continuing the activities and affairs.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(f)(7)(C), 59 DCR 13171.)
Prior Codifications
1981 Ed., § 41-157.5.
2001 Ed., § 33-107.05.
Effect of Amendments
The 2013 amendment by D.C. Law 19-210 substituted “partnership’s activities and affairs” for the first occurrence of “business”; substituted “a debt, obligation, or other liability” for “an obligation”; and substituted “activities and affairs” for the second occurrence of “business.”
Editor's Notes
Uniform Law: This section is based on § 705 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 VIII - Dissolution and Winding Up › § 29–608.02. Partnership continues after dissolution

§ 29–608.02. Partnership continues after dissolution.
(a) Subject to subsection (b) of this section, a partnership shall continue after dissolution only for the purpose of winding up its activities and affairs. The partnership shall be terminated when the winding up of its activities and affairs is completed.
(b) At any time after the dissolution of a partnership and before the winding up of its activities and affairs is completed, all of the partners, including any dissociating partner other than a wrongfully dissociating partner, may waive the right to have the partnership’s activities and affairs wound up and the partnership terminated. In that event:
(1) The partnership shall resume carrying on its activities and affairs as if dissolution had never occurred, and any liability incurred by the partnership or a partner after the dissolution and before the waiver shall be determined as if dissolution had never occurred; and
(2) The rights of a third party accruing under § 29-608.04(1) or arising out of conduct in reliance on the dissolution before the third party knew or received a notification of the waiver shall not be adversely affected.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(f)(8)(C), 59 DCR 13171.)
Prior Codifications
1981 Ed., § 41-158.2.
2001 Ed., § 33-108.02.
Section References
This section is referenced in § 29-601.03.
Effect of Amendments
The 2013 amendment by D.C. Law 19-210 substituted “activities and affairs” for “business” throughout (a) and (b).
Editor's Notes
Uniform Law: This section is based on § 802 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 VIII - Dissolution and Winding Up › § 29–608.03. Right to wind up partnership

§ 29–608.03. Right to wind up partnership.
(a) After dissolution, a partner that has not wrongfully dissociated may participate in winding up the partnership’s activities and affairs, but on application of any partner, partner’s legal representative, or transferee, the Superior Court, for good cause shown, may order judicial supervision of the winding up.
(b) The legal representative of the last surviving partner may wind up a partnership’s activities and affairs.
(c) A person winding up a partnership’s activities and affairs may preserve the partnership activities or property as a going concern for a reasonable time, prosecute and defend actions and proceedings, whether civil, criminal, or administrative, settle and close the partnership’s activities, dispose of and transfer the partnership’s property, discharge the partnership’s liabilities, distribute the assets of the partnership pursuant to § 29-608.07, settle disputes by mediation or arbitration, and perform other necessary acts.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(f)(8)(D), 59 DCR 13171.)
Prior Codifications
1981 Ed., § 41-158.3.
2001 Ed., § 33-108.03.
Section References
This section is referenced in § 29-606.03.
Effect of Amendments
The 2013 amendment by D.C. Law 19-210 substituted “activities and affairs” for “business” in (a) and (b) and for the first occurrence of “business” in (c); and substituted “activities” for the second and third occurrences of “business” in (c).
Editor's Notes
Uniform Law: This section is based on § 803 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 VIII - Dissolution and Winding Up › § 29–608.04. Partner’s power to bind partnership after dissolution

§ 29–608.04. Partner’s power to bind partnership after dissolution.
Subject to § 29-608.05, a partnership shall be bound by a partner’s act after dissolution that:
(1) Is appropriate for winding up the partnership activities and affairs; or
(2) Would have bound the partnership under § 29-603.01 before dissolution, if the other party to the transaction did not have notice of the dissolution.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(f)(8)(E), 59 DCR 13171.)
Prior Codifications
1981 Ed., § 41-158.4.
2001 Ed., § 33-108.04.
Section References
This section is referenced in § 29-608.02, § 29-608.05, and § 29-608.06.
Effect of Amendments
The 2013 amendment by D.C. Law 19-210 substituted “activities and affairs” for “business” in (1).
Editor's Notes
Uniform Law: This section is based on § 804 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 VIII - Dissolution and Winding Up › § 29–608.05. Statement of dissolution

§ 29–608.05. Statement of dissolution.
(a) After dissolution, a partner that has not wrongfully dissociated may file a statement of dissolution stating the name of the partnership and that the partnership has dissolved and is winding up its activities and affairs.
(b) A statement of dissolution shall cancel a filed statement of partnership authority for the purposes of § 29-603.03(d) and shall be a limitation on authority for the purposes of § 29-603.03(e).
(c) For the purposes of §§ 29-603.01 and 29-608.04, a person not a partner shall be deemed to have notice of the dissolution and the limitation on the partners’ authority as a result of the statement of dissolution 90 days after it is filed.
(d) After filing and, if appropriate, recording a statement of dissolution, a dissolved partnership may file and, if appropriate, record a statement of partnership authority which will operate with respect to a person not a partner as provided in § 29-603.03(d) and (e) in any transaction, whether or not the transaction is appropriate for winding up the partnership activities and affairs.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(f)(8)(F), 59 DCR 13171.)
Prior Codifications
1981 Ed., § 41-158.5.
2001 Ed., § 33-108.05.
Section References
This section is referenced in § 29-601.03, § 29-603.03, and § 29-608.04.
Effect of Amendments
The 2013 amendment by D.C. Law 19-210 substituted “activities and affairs” for “business” in (a) and (d).
Editor's Notes
Uniform Law: This section is based on § 805 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 VIII - Dissolution and Winding Up › § 29–608.06. Partner’s liability to other partners after dissolution

§ 29–608.06. Partner’s liability to other partners after dissolution.
(a) Except as otherwise provided in subsection (b) of this section and § 29-603.06, after dissolution, a partner shall be liable to the other partners for the partner’s share of any partnership liability incurred under § 29-608.04.
(b) A partner that, with knowledge of the dissolution, incurs a partnership liability under § 29-608.04(2) by an act that is not appropriate for winding up the partnership activities and affairs shall be liable to the partnership for any damage caused to the partnership arising from the liability.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(f)(8)(G), 59 DCR 13171.)
Prior Codifications
1981 Ed., § 41-158.6.
2001 Ed., § 33-108.06.
Section References
This section is referenced in § 29-608.09 and § 29-608.11.
Effect of Amendments
The 2013 amendment by D.C. Law 19-210 substituted “activities and affairs” for “business” in (b).
Editor's Notes
Uniform Law: This section is based on § 806 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 VIII - Dissolution and Winding Up › § 29–608.08. Known claims against dissolved limited liability partnership

§ 29–608.08. Known claims against dissolved limited liability partnership.
(a) Except as otherwise provided in subsection (d) of this section, a dissolved limited liability partnership may give notice of a known claim under subsection (b) of this section, which has the effect provided in subsection (c) of this section.
(b) A dissolved limited liability partnership may, in a record, notify its known claimants of the dissolution. The notice must:
(1) Specify the information required to be included in a claim;
(2) State that a claim must be in writing and provide a mailing address to which the claim is to be sent;
(3) State the deadline for receipt of a claim, which may not be less than 120 days after the date the notice is received by the claimant;
(4) State that the claim will be barred if it is not received by the deadline; and
(5) Unless the partnership has been throughout its existence a limited liability partnership, state that the barring of a claim against the partnership will also bar any corresponding claim against any partner or person dissociated as a partner which is based on § 29-603.06.
(c) A claim against a dissolved limited liability partnership is barred if the notice 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 limited liability partnership:
(A) The partnership 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 partnership to enforce the claim not later than 90 days after the date the claimant receives the notice; and
(B) The claimant does not commence the required action not later than 90 days after the claimant receives the notice.
(d) This section does 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.
(Mar. 5, 2013, D.C. Law 19-210, § 2(f)(8)(I), 59 DCR 13171.)
Section References
This section is referenced in § 29-608.09, § 29-608.10, § 29-608.11, and § 29-610.02.
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 6 - General Partnerships › Subchapter VIII - Dissolution and Winding Up › § 29–608.09. Other claims against dissolved limited liability partnership

§ 29–608.09. Other claims against dissolved limited liability partnership.
(a) A dissolved limited liability partnership may publish notice of its dissolution and request persons having claims against the partnership to present them in accordance with the notice.
(b) A notice under subsection (a) of this section must:
(1) Be published at least once in a newspaper of general circulation in the District of Columbia, or, if the principal office is not located in the District of Columbia, in the appropriate court where the partnership’s principal office is or was last located;
(2) Describe the information required to be contained in a claim, state that the claim must be in writing, and provide a mailing address to which the claim is to be sent;
(3) State that a claim against the partnership is barred unless an action to enforce the claim is commenced not later than 3 years after publication of the notice; and
(4) Unless the partnership has been throughout its existence a limited liability partnership, state that if a claim against the partnership is barred, any corresponding claim against any partner or person dissociated as a partner which is based on § 29-603.06 is also barred.
(c) If a dissolved limited liability partnership publishes a notice in accordance with subsection (b) of this section, the claim of each of the following claimants is barred unless the claimant commences an action to enforce the claim against the partnership not later than 3 years after the publication date of the notice:
(1) A claimant that did not receive notice in a record under § 29-608.08;
(2) A claimant whose claim was timely sent to the partnership but not acted on; and
(3) A claimant whose claim is contingent on or based on an event occurring after the effective date of dissolution.
(d) A claim not barred under this section or § 29-608.08(c) may be enforced as follows:
(1) Against a dissolved limited liability partnership, a claim may be enforced to the extent of its undistributed assets;
(2) Except as otherwise provided in § 29-608.10(d), if assets of the partnership have been distributed after dissolution, a claim may be enforced against a partner or transferee to the extent of that person’s proportionate share of the claim or of the partnership’s assets distributed to the partner or transferee after dissolution, whichever is less, but a person’s total liability for all claims under this paragraph may not exceed the total amount of assets distributed to the person after dissolution; and
(3) A claim may be enforced against any person liable on the claim under § 29-603.06, 29-607.03, or 29-608.06.
(Mar. 5, 2013, D.C. Law 19-210, § 2(f)(8)(I), 59 DCR 13171.)
Section References
This section is referenced in § 29-604.05, § 29-608.10, § 29-608.11, and § 29-610.02.
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 6 - General Partnerships › Subchapter VIII - Dissolution and Winding Up › § 29–608.10. Court proceedings

§ 29–608.10. Court proceedings.
(a) A dissolved limited liability partnership that has published a notice under § 29-608.09 may file an application with the Superior Court, or, if the principal office is not located in the District, an appropriate court where the office of its principal office is located, for a determination of the amount and form of security to be provided for payment of claims that are contingent, have not been made known to the partnership, or are based on an event occurring after the effective date of dissolution but which, based on the facts known to the dissolved partnership, are reasonably expected to arise after the effective date of dissolution. Security is not required for any claim that is or is reasonably anticipated to be barred under § 29-608.08(c).
(b) Not later than 10 days after the filing of an application under subsection (a) of this section, the dissolved limited liability partnership shall give notice of the proceeding to each claimant holding a contingent claim known to the partnership.
(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 partnership.
(d) A dissolved limited liability partnership that provides security in the amount and form ordered by the court under subsection (a) of this section satisfies the partnership’s obligations with respect to claims that are contingent, have not been made known to the partnership, or are based on an event occurring after the effective date of dissolution, and the claims may not be enforced against a partner or transferee who receives assets in liquidation.
(e) This section applies only to a debt, obligation, or liability incurred while a partnership was a limited liability partnership.
(Mar. 5, 2013, D.C. Law 19-210, § 2(f)(8)(I), 59 DCR 13171.)
Section References
This section is referenced in § 29-608.09, § 29-608.11, and § 29-610.02.
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 6 - General Partnerships › Subchapter VIII - Dissolution and Winding Up › § 29–608.11. Liability of partner and person dissociated as partner when claim against limited liability partnership is barred

§ 29–608.11. Liability of partner and person dissociated as partner when claim against limited liability partnership is barred.
If a claim against a dissolved limited liability partnership is barred under § 29-608.08(c), 29-608.09(c), or 29-608.10, any corresponding claim under § 29-603.06, 29-607.03, or 29-608.06 is also barred.
(Mar. 5, 2013, D.C. Law 19-210, § 2(f)(8)(I), 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 VIII - Dissolution and Winding Up › § 29–608.12. Rescinding dissolution

§ 29–608.12. Rescinding dissolution.
(a) A partnership may rescind its dissolution, unless a statement of termination applicable to the partnership is effective or the Superior Court has entered an order under § 29-608.01(5) or (6) dissolving the partnership.
(b) Rescinding dissolution under this section requires:
(1) The consent of each partner;
(2) If a statement of dissolution applicable to the partnership has been filed by the Mayor but has not become effective, 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 partnership 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 partnership rescinds its dissolution:
(1) The partnership resumes carrying on its activities and affairs as if dissolution had never occurred;
(2) Subject to paragraph (3) of this subsection, any liability incurred by the partnership after the dissolution and before the rescission is effective is determined as if dissolution had never occurred; and
(3) The rights of a third party arising out of conduct in reliance on the dissolution before the third party knew or had notice of the rescission may not be adversely affected.
(Mar. 5, 2013, D.C. Law 19-210, § 2(f)(8)(I), 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 IX - Mergers and Internal Exchanges › § 29–609.01. Definitions

§ 29–609.01. Definitions.
For the purposes of this subchapter, the term:
(1) “General partner” means a partner in a partnership and a general partner in a limited partnership.
(2) “Limited partner” means a limited partner in a limited partnership.
(3) “Limited partnership” means a limited partnership created under Chapter 2 of this title, predecessor law, or comparable law of another jurisdiction.
(4) “Partner” includes both a general partner and a limited partner.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Prior Codifications
1981 Ed., § 41-159.1.
2001 Ed., § 33-109.01.
Editor's Notes
Uniform Law: This section is based on § 901 of the Uniform Partnership Act (1997 Act).
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 6 - General Partnerships › Subchapter IX - Mergers and Internal Exchanges › § 29–609.02. Merger of partnerships

§ 29–609.02. Merger of partnerships.
(a) Pursuant to a plan of merger approved as provided in subsection (c) of this section, a partnership may be merged with one or more partnerships.
(b) The plan of merger shall set forth:
(1) The name of each partnership that is a party to the merger;
(2) The name of the surviving partnership into which the other partnerships will merge;
(3) The terms and conditions of the merger;
(4) The manner and basis of converting the interests of each party to the merger into interests or obligations of the surviving partnership, or into money or other property in whole or part; and
(5) The street address of the surviving partnership’s principal office.
(c) The plan of merger shall be approved by all of the partners, or a number or percentage specified for merger in the partnership agreement.
(d) After a plan of merger is approved and before the merger takes effect, the plan may be amended or abandoned as provided in the plan.
(e) The merger shall be effective on the later of:
(1) The filing of all documents required by law to be filed as a condition to the effectiveness of the merger; or
(2) Any effective date specified in the plan of merger.
(f) A merger in which a partnership and another form of entity are parties shall be governed by Chapter 2 of this title.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Prior Codifications
1981 Ed., § 41-159.5.
2001 Ed., § 33-109.05.
Editor's Notes
Uniform Law: This section is based on § 905 of the Uniform Partnership Act (1997 Act).
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 6 - General Partnerships › Subchapter IX - Mergers and Internal Exchanges › § 29–609.03. Effect of merger

§ 29–609.03. Effect of merger.
(a) When a merger takes effect:
(1) The separate existence of every partnership that is a party to the merger, other than the surviving partnership, shall cease;
(2) All property owned by each of the merged partnerships vests in the surviving partnership;
(3) All obligations of every partnership that is a party to the merger shall be the obligations of the surviving partnership;
(4) An action or proceeding pending against a partnership that is a party to the merger may be continued as if the merger had not occurred, or the surviving partnership may be substituted as a party to the action or proceeding; and
(5) If the plan of merger provides for a person to become a partner in a surviving domestic partnership, the person becomes a partner without the need for the consent that would otherwise be required by § 29-604.01(i).
(b) Service of process in an action or proceeding against a surviving foreign partnership to enforce an obligation of a domestic partnership that is a party to a merger may be served pursuant to § 29-104.12.
(c) A partner of the surviving partnership shall be liable for:
(1) All obligations of a party to the merger for which the partner was personally liable before the merger;
(2) All other obligations of the surviving partnership incurred before the merger by a party to the merger, but those obligations shall be satisfied only out of property of the partnership; and
(3) Except as otherwise provided in § 29-603.06, all obligations of the surviving partnership incurred after the merger takes effect.
(d) Except as otherwise provided in § 29-603.06, if the obligations incurred before the merger by a party to the merger are not satisfied out of the property of the surviving partnership, the general partners of that party immediately before the effective date of the merger shall contribute the amount necessary to satisfy that party’s obligations to the surviving partnership, in the manner provided in § 29-608.07 as if the merged party were dissolved.
(e) A partner of a party to a merger who is not a partner of the surviving partnership shall be dissociated from the partnership of which that partner was a partner, as of the date the merger takes effect. A surviving domestic partnership shall be bound under § 29-607.02 by an act of a general partner dissociated under this subsection, and the partner shall be liable under § 29-607.03 for transactions entered into by the surviving partnership after the merger takes effect.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Prior Codifications
1981 Ed., § 41-159.6.
2001 Ed., § 33-109.06.
Editor's Notes
Uniform Law: This section is based on § 906 of the Uniform Partnership Act (1997 Act).
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 6 - General Partnerships › Subchapter IX - Mergers and Internal Exchanges › § 29–609.04. Statement of merger

§ 29–609.04. Statement of merger.
(a) After a merger, the surviving partnership may file a statement that the parties to the merger have merged into the surviving partnership.
(b) A statement of merger shall contain:
(1) The name of each partnership that is a party to the merger;
(2) The name of the surviving partnership into which the other partnerships were merged; and
(3) The street address of the surviving partnership’s principal office and of an office in the District, if any.
(c) Except as otherwise provided in subsection (d) of this section, for the purposes of § 29-603.02, property of the surviving partnership that before the merger was held in the name of another party to the merger shall be property held in the name of the surviving partnership upon filing a statement of merger.
(d) For the purposes of § 29-603.02, real property of the surviving partnership that before the merger was held in the name of another party to the merger shall be property held in the name of the surviving partnership upon recording a certified copy of the statement of merger in the office for recording transfers of that real property.
(e) A filed and, if appropriate, recorded statement of merger, executed and declared to be accurate pursuant to § 29-601.05(c), stating the name of a partnership that is a party to the merger in whose name property was held before the merger and the name of the surviving partnership, but not containing all of the other information required by subsection (b) of this section, shall operate with respect to the partnerships named to the extent provided in subsections (c) and (d) of this section.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Prior Codifications
1981 Ed., § 41-159.7.
2001 Ed., § 33-109.07.
Editor's Notes
Uniform Law: This section is based on § 907 of the Uniform Partnership Act (1997 Act).
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 6 - General Partnerships › Subchapter IX - Mergers and Internal Exchanges › § 29–609.05. Interest exchanges

§ 29–609.05. Interest exchanges.
(a) One or more domestic or foreign partnerships may adopt a plan of interest exchange by which a domestic or foreign partnership acquires all of the outstanding partnership interests of one or more domestic partnerships in exchange for cash or securities of the acquiring domestic or foreign partnership, if:
(1) Each domestic or foreign partnership, the partnership interests of which are to be acquired under the plan of exchange, approves the plan of exchange in the manner prescribed in its partnership agreement; and
(2) Each acquiring domestic or foreign partnership takes all action that may be required by the laws of the state under which it was formed and as required by its partnership agreement in order to effect the exchange.
(b) A statement of interest exchange shall be signed on behalf of a domestic acquired entity and delivered to the Mayor for filing in accordance with § 29-102.03(a). When an interest exchange takes effect as provided in the plan of exchange:
(1) The partnership interest of each domestic partnership that is to be acquired under the plan of exchange shall be considered exchanged as provided in the plan of exchange;
(2) The former holders of the partnership interests exchanged under the plan of exchange shall be entitled only to the exchange rights provided in the plan of exchange; and
(3) The acquiring domestic or foreign partnership shall be entitled to all rights, title, and interest with respect to the partnership interests so acquired and exchanged, subject to the provisions in the plan of exchange.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(f)(9), 59 DCR 13171.)
Prior Codifications
1981 Ed., § 41-159.8.
2001 Ed., § 33-109.08.
Section References
This section is referenced in § 29-203.01.
Effect of Amendments
The 2013 amendment by D.C. Law 19-210 substituted “delivered to the Mayor for filing” for “filed with the Mayor” in (b).
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 IX - Mergers and Internal Exchanges › § 29–609.06. Nonexclusive

§ 29–609.06. Nonexclusive.
This subchapter shall not be exclusive. Partnerships may merge or engage in interest exchanges in any other manner provided or permitted by law.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Prior Codifications
1981 Ed., § 41-159.9.
2001 Ed., § 33-109.09.
Editor's Notes
Uniform Law: This section is based on § 909 of the Uniform Partnership Act (1997 Act).
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 6 - General Partnerships › Subchapter X - Limited Liability Partnership › § 29–610.01. Statement of qualification

§ 29–610.01. Statement of qualification.
(a) A partnership may become a limited liability partnership pursuant to this section.
(b) The terms and conditions on which a partnership becomes a limited liability partnership shall be approved by the vote necessary to amend the partnership agreement except, in the case of a partnership agreement that expressly considers obligations to contribute, the vote necessary to amend those provisions.
(c) After the approval required by subsection (b) of this section, a partnership may become a limited liability partnership by delivering to the Mayor for filing a statement of qualification. The statement shall contain:
(1) The name of the partnership, which shall satisfy the requirements of §§ 29-103.01 and 29-103.02(e);
(2) The street address of the partnership’s principal office and, if different, the street address of an office in District, if any;
(3) If the partnership does not have an office in District, the information required by § 29-104.04;
(4) A statement that the partnership elects to be a limited liability partnership; and
(5) A deferred effective date, if any.
(d) The agent of a limited liability partnership for service of process shall be an individual who is a resident of the District or other person authorized to do business in the District.
(e) The status of a partnership as a limited liability partnership shall be effective on the later of the filing of the statement or a date specified in the statement. The status shall remain effective, regardless of changes in the partnership, until it is canceled pursuant to § 29-601.05(d) or revoked pursuant to § 29-106.01(3).
(f) The status of a partnership as a limited liability partnership and the liability of its partners shall not be affected by errors or later changes in the information required to be contained in the statement of qualification under subsection (c) of this section.
(g) The filing of a statement of qualification establishes that a partnership has satisfied all conditions precedent to the qualification of the partnership as a limited liability partnership.
(h) An amendment or cancellation of a statement of qualification shall be effective when it is filed or on a deferred effective date specified in the amendment or cancellation.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Prior Codifications
1981 Ed., § 41-160.1.
2001 Ed., § 33-110.01.
Section References
This section is referenced in § 29-601.02, § 29-601.11, § 29-602.01, and § 29-603.06.
Editor's Notes
Uniform Law: This section is based on § 1001 of the Uniform Partnership Act (1997 Act).