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Subchapter I - General Provisions
§ 29–801.01. Short title - This chapter may be cited as the “Uniform Limited Liability...
§ 29–801.02. Definitions - For the purposes of this chapter, the term: (1) “Certificate...
§ 29–801.03. Knowledge; notice - (a) A person knows a fact when the person: (1)...
§ 29–801.04. Nature, purpose, and duration of limited liability company - (a) A limited liability company is an entity distinct from...
§ 29–801.05. Powers - A limited liability company shall have the capacity to sue...
§ 29–801.06. Governing law - The law of the District shall govern: (1) The internal...
§ 29–801.07. Operating agreement; scope, function, and limitations - (a) Except as otherwise provided in subsections (b) and (c)...
§ 29–801.08. Operating agreement; effect on limited liability company and persons becoming members; preformation agreement - (a) A limited liability company shall be bound by, and...
§ 29–801.09. Operating agreement; effect on third parties and relationship to records effective on behalf of limited liability company - (a) An operating agreement may specify that its amendment requires...
Subchapter II - Formation; Certificate of Organization, and Other Filings
§ 29–802.01. Formation of limited liability company; certificate of organization - (a) One or more persons may act as organizers to...
§ 29–802.02. Amendment or restatement of certificate of organization - (a) A certificate of organization may be amended or restated...
§ 29–802.03. Signing of records to be delivered for filing to Mayor - (a) A record delivered to the Mayor for filing pursuant...
§ 29–802.04. Signing and filing pursuant to judicial order - (a) If a person required by this chapter to sign...
§ 29–802.05. Liability for inaccurate information in filed record - (a) If a record delivered to the Mayor for filing...
§ 29–802.06. Series of members, managers, or interests of limited liability company - (a) The operating agreement may establish one or more designated...
Subchapter III - Relations of Members and Managers to Persons Dealing with Limited Liability Company
§ 29–803.01. No agency power of member as member - (a) A member shall not be an agent of a...
§ 29–803.02. Statement of authority - (a) A limited liability company may deliver to the Mayor...
§ 29–803.03. Statement of denial - A person named in a filed statement of authority granting...
§ 29–803.04. Liability of members and managers - (a) The debts, obligations, or other liabilities of a limited...
Subchapter IV - Relations of Members to Each Other and to Limited Liability Company
§ 29–804.01. Becoming member - (a) If a limited liability company is to have only...
§ 29–804.02. Form of contribution - A contribution may consist of property transferred, services performed, or...
§ 29–804.03. Liability for contributions - (a) A person’s obligation to make a contribution to a...
§ 29–804.04. Sharing of and right to distributions before dissolution - (a) Any distributions made by a limited liability company before...
§ 29–804.05. Limitations on distribution - (a) A limited liability company shall not make a distribution,...
§ 29–804.06. Liability for improper distributions - (a) Except as otherwise provided in subsection (b) of this...
§ 29–804.07. Management of limited liability company - (a) A limited liability company shall be a member-managed limited...
§ 29–804.08. Reimbursement, indemnification, advancement, and insurance - (a) A limited liability company shall reimburse for any payment...
§ 29–804.09. Standards of conduct for members and managers - (a) A member of a member-managed limited liability company owes...
§ 29–804.10. Right of members, managers, and dissociated members to information - (a) In a member-managed limited liability company, the following rules...
Subchapter V - Transferable Interests and Rights of Transferees and Creditors
§ 29–805.01. Nature of transferable interest - A transferable interest is personal property. (July 2, 2011, D.C....
§ 29–805.02. Transfer of transferable interest - (a) Subject to § 29-805.03(f), a transfer, in whole or...
§ 29–805.03. Charging order - (a) On application by a judgment creditor of a member...
§ 29–805.04. Power of personal representative of deceased member - If a member dies, the deceased member’s personal representative or...
Subchapter VI - Member’s Dissociation
§ 29–806.01. Member’s power to dissociate; wrongful dissociation - (a) A person may dissociate as a member at any...
§ 29–806.02. Events causing dissociation - A person shall be dissociated as a member from a...
§ 29–806.03. Effect of person’s dissociation as member - (a) When a person is dissociated as a member of...
Subchapter VII - Dissolution and Winding up
§ 29–807.01. Events causing dissolution - (a) A limited liability company is dissolved, and its activities...
§ 29–807.02. Winding up - (a) A dissolved limited liability company shall wind up its...
§ 29–807.03. Known claims against dissolved limited liability company - (a) Except as otherwise provided in subsection (d) of this...
§ 29–807.04. Other claims against dissolved limited liability company - (a) A dissolved limited liability company may publish notice of...
§ 29–807.05. Distribution of assets in winding up limited liability company’s activities and affairs - (a) In winding up its activities and affairs, a limited...
§ 29–807.06. Rescinding dissolution - (a) A limited liability company may rescind its dissolution unless...
§ 29–807.07. Court proceedings - (a) A dissolved limited liability company that has published a...
Subchapter VIII - Actions by Members
§ 29–808.01. Direct action by member - (a) Subject to subsection (b) of this section, a member...
§ 29–808.02. Derivative action - A member may maintain a derivative action in the Superior...
§ 29–808.03. Proper plaintiff - A derivative action to enforce a right of a limited...
§ 29–808.04. Pleading - In a derivative action under § 29-808.02, the complaint shall...
§ 29–808.05. Special litigation committee - (a) If a limited liability company is named as or...
§ 29–808.06. Proceeds and expenses - (a) Except as otherwise provided in subsection (b) of this...
Subchapter IX - Merger and Domestication
§ 29–809.01. Definitions - For the purposes of this subchapter, the term: (1) “Constituent...
§ 29–809.02. Merger - (a) A limited liability company may merge with one or...
§ 29–809.03. Action on plan of merger by constituent company - (a) A plan of merger shall be consented to by...
§ 29–809.04. Filings required for merger; effective date - (a) After each constituent company has approved a merger, articles...
§ 29–809.05. Effect of merger - (a) When a merger becomes effective: (1) The surviving company...
§ 29–809.06. Domestication - (a) A foreign limited liability company may become a limited...
§ 29–809.07. Action on plan of domestication by domesticating limited liability company - (a) A plan of domestication shall be consented to: (1)...
§ 29–809.08. Filings required for domestication; effective date - (a) After a plan of domestication is approved, a domesticating...
§ 29–809.09. Effect of domestication - (a) When a domestication takes effect: (1) The domesticated company...
§ 29–809.10. Restrictions on approval of mergers and domestications - (a) If a member of a constituent or domesticating limited...
§ 29–809.11. Subchapter not exclusive - This subchapter shall not preclude a limited liability company from...
Subchapter X - Transition Provisions
§ 29–810.01. Application to existing relationships - (a) This chapter shall apply to a limited liability company...