Ask a question on the site
Questions
Lawyers
Blogs
Legislation
Contacts
Become a lawyer
Login Registration
Subchapter I - General Provisions
§ 29–701.01. Short title - This chapter may be cited as the “Uniform Limited Partnership...
§ 29–701.02. Definitions - For the purposes of this chapter, the term: (1) “Certificate...
§ 29–701.03. Knowledge and notice - (a) A person knows a fact if the person has...
§ 29–701.04. Nature, purpose, and duration of entity - (a) A limited partnership is an entity distinct from its...
§ 29–701.05. Powers - A limited partnership shall have the powers to do all...
§ 29–701.06. Governing law - The law of the District governs the internal affairs of...
§ 29–701.07. Effect of partnership agreement; nonwaivable provisions - (a) Except as otherwise provided in subsection (b) of this...
§ 29–701.08. Partnership agreement; effect on limited partnership and person becoming partner; preformation agreement - (a) A limited partnership is bound by and may enforce...
§ 29–701.09. Partnership agreement; effect on third parties and relationship to records effective on behalf of limited partnership - (a) A partnership agreement may specify that its amendment requires...
§ 29–701.10. Required information - A limited partnership shall maintain at its principal office the...
§ 29–701.11. Business transactions of partner with partnership - A partner may lend money to and do other business...
§ 29–701.12. Dual capacity - A person may be both a general partner and a...
§ 29–701.13. Consent and proxies of partners - Action requiring the consent of partners under this chapter may...
Subchapter II - Formation; Certificate of Limited Partnership and Other Filings
§ 29–702.01. Formation of limited partnership; certificate of limited partnership - (a) In order for a limited partnership to be formed,...
§ 29–702.02. Amendment or restatement of certificate - (a) To amend its certificate of limited partnership, a limited...
§ 29–702.03. Statement of termination - A dissolved limited partnership that has completed winding up may...
§ 29–702.04. Signing of records - (a) Each record delivered to the Mayor for filing pursuant...
§ 29–702.05. Signing and filing pursuant to judicial order - (a) If a person required by this chapter to sign...
§ 29–702.06. Liability for inaccurate information in filed record - (a) If a record delivered to the Mayor for filing...
Subchapter III - Limited Partners
§ 29–703.01. Becoming limited partner - (a) A person becomes a limited partner: (1) Upon formation...
§ 29–703.02. No agency power of limited partner as limited partner - (a) A limited partner is not an agent of a...
§ 29–703.03. No liability as limited partner for limited partnership obligations - (a) A debt, obligation, or other liability of a limited...
§ 29–703.04. Right of limited partner and former limited partner to information - (a) On 10 days’ demand, made in a record received...
§ 29–703.05. Limited duties of limited partners - (a) A limited partner shall not have any fiduciary duty...
§ 29–703.06. Person erroneously believing self to be limited partner - (a) Except as otherwise provided in subsection (b) of this...
Subchapter IV - General Partners
§ 29–704.01. Becoming general partner - (a) A person becomes a general partner: (1) Upon formation...
§ 29–704.02. General partner agent of limited partnership - (a) Each general partner shall be an agent of the...
§ 29–704.03. Limited partnership liable for general partner’s actionable conduct - (a) A limited partnership shall be liable for loss or...
§ 29–704.04. General partner’s liability - (a) Except as otherwise provided in subsections (b) and (c)...
§ 29–704.05. Actions by and against partnership and partners - (a) To the extent not inconsistent with § 29-704.04, a...
§ 29–704.06. Management rights of general partner - (a) Each general partner shall have equal rights in the...
§ 29–704.07. Right of general partner and former general partner to information - (a) A general partner, without having any particular purpose for...
§ 29–704.08. General standards of general partner’s conduct - (a) The only fiduciary duties that a general partner shall...
§ 29–704.09. Reimbursement, indemnification, advancement, and insurance - (a) A limited partnership shall reimburse a general partner for...
Subchapter V - Contributions and Distributions
§ 29–705.01. Form of contribution - A contribution of a partner may consist of property transferred,...
§ 29–705.02. Liability for contributions - (a) A partner’s obligation to contribute money or other property...
§ 29–705.03. Sharing of distributions - A distribution by a limited partnership shall be shared among...
§ 29–705.04. Interim distributions - A partner shall not have a right to any distribution...
§ 29–705.05. No distribution on account of dissociation - A person shall not have a right to receive a...
§ 29–705.06. Distribution in kind - A partner shall not have a right to demand or...
§ 29–705.07. Right to distribution - If a partner or transferee becomes entitled to receive a...
§ 29–705.08. Limitations on distribution - (a) A limited partnership shall not make a distribution, including...
§ 29–705.09. Liability for improper distributions - (a) A general partner that consents to a distribution made...
Subchapter VI - Dissociation
§ 29–706.01. Dissociation as limited partner - (a) A person shall not have a right to dissociate...
§ 29–706.02. Effect of dissociation as limited partner - (a) Upon a person’s dissociation as a limited partner: (1)...
§ 29–706.03. Dissociation as general partner - A person shall be dissociated from a limited partnership as...
§ 29–706.04. Person’s power to dissociate as general partner; wrongful dissociation - (a) A person may dissociate as a general partner at...
§ 29–706.05. Effect of dissociation as general partner - (a) Upon a person’s dissociation as a general partner: (1)...
§ 29–706.06. Power to bind and liability to limited partnership before dissolution of partnership of person dissociated as general partner - (a) After a person is dissociated as a general partner...
§ 29–706.07. Liability to other persons of person dissociated as general partner - (a) A person’s dissociation as a general partner shall not...
Subchapter VII - Transferable Interests and Rights of Transferees and Creditors
§ 29–707.01. Partner’s transferable interest - A transferable interest is personal property. (July 2, 2011, D.C....
§ 29–707.02. Transfer of partner’s transferable interest - (a) A transfer, in whole or in part, of a...
§ 29–707.03. Charging order - (a) On application by a judgment creditor of a partner...
§ 29–707.04. Power of legal representative of deceased partner - If a partner dies, the deceased partner’s personal representative or...
Subchapter VIII - Dissolution
§ 29–708.01. Nonjudicial dissolution - Except as otherwise provided in § 29-708.02, a limited partnership...
§ 29–708.02. Judicial dissolution - On application by a partner the Superior Court may order...
§ 29–708.03. Winding up - (a) A limited partnership shall continue after dissolution only for...
§ 29–708.04. Power of general partner and person dissociated as general partner to bind partnership after dissolution - (a) A limited partnership shall be bound by a general...
§ 29–708.05. Liability after dissolution of general partner and person dissociated as general partner to limited partnership, other general partners, and persons dissociated as general partner - (a) If a general partner having knowledge of the dissolution...
§ 29–708.06. Known claims against dissolved limited partnership - (a) A dissolved limited partnership may dispose of the known...
§ 29–708.07. Other claims against dissolved limited partnership - (a) A dissolved limited partnership may publish notice of its...
§ 29–708.08. Liability of general partner and person dissociated as general partner when claim against limited partnership barred - If a claim against a dissolved limited partnership is barred...
§ 29–708.09. Disposition of assets; when contributions required - (a) In winding up a limited partnership’s activities and affairs,...
§ 29–708.10. Rescinding dissolution - (a) A limited partnership may rescind its dissolution, unless a...
§ 29–708.11. Court proceedings - (a) A dissolved limited partnership that has published a notice...
Subchapter IX - Actions by Partners
§ 29–709.01. Direct action by partner - (a) Subject to subsection (b) of this section, a partner...
§ 29–709.02. Derivative action - A partner may maintain a derivative action in the Superior...
§ 29–709.03. Proper plaintiff - A derivative action shall be maintained only by a person...
§ 29–709.04. Pleading - In a derivative action, the complaint shall state with particularity:...
§ 29–709.05. Proceeds and expenses - (a) Except as otherwise provided in subsection (b) of this...
§ 29–709.06. Special litigation committee - (a) If a limited partnership is named as or made...
Subchapter X - Merger
§ 29–710.01. Definitions - For the purposes of this subchapter, the term: (1) “Constituent...
§ 29–710.02. Merger - (a) A limited partnership may merge with one or more...
§ 29–710.03. Action on plan of merger by constituent limited partnership - (a) Subject to § 29-710.06, a plan of merger shall...
§ 29–710.04. Filings required for merger; effective date - (a) After each constituent limited partnership has approved a merger,...
§ 29–710.05. Effect of merger - (a) When a merger becomes effective: (1) The surviving limited...
§ 29–710.06. Restrictions on approval of mergers and on relinquishing limited liability limited partnership status - (a) If a partner of a constituent limited partnership will...
§ 29–710.07. Liability of general partner after merger - (a) A merger under this article shall not discharge any...
§ 29–710.08. Power of general partners and persons dissociated as general partners to bind limited partnership after merger - (a) An act of a person that immediately before a...
Subchapter XI - Transition Provisions
§ 29–711.01. Application to existing relationships - (a) Before one year after the applicability date of this...