Title 29 — Business Organizations. [Enacted title]

(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 dissol…

(a) In winding up a partnership’s activities and affairs, the assets of the partnership, including the contributions of the partners required by this section, shall be applied to discharge its obligations to creditors, including, to the extent permitted by law, partners who are c…

(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 …

(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…

(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…

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.

(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: (…

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 crea…

(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 survivin…

(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 e…

(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 par…

(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 domesti…

This subchapter shall not be exclusive. Partnerships may merge or engage in interest exchanges in any other manner provided or permitted by law.

(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 p…

(a) A limited liability partnership may not make a distribution, including a distribution under § 29-608.08, if after the distribution: (1) The limited liability partnership would not be able to pay its debts as they become due in the ordinary course of the partnership’s activiti…

(a) If a partner of a limited liability partnership consents to a distribution made in violation of § 29-610.02 and in consenting to the distribution fails to comply with § 29-604.07, the partner is personally liable to the partnership for the amount of the distribution which exc…

(a) The Mayor may commence a proceeding under subsections (b) and (c) of this section to revoke the statement of qualification of a limited liability partnership administratively if the partnership does not: (1) Pay any fee, tax, or penalty required to be paid to the Mayor not la…

(a) A partnership whose statement of qualification has been revoked administratively under § 29-610.04 may apply to the Mayor for reinstatement of the statement of qualification not later than 2 years after the effective date of the revocation. The application must state: (1) The…

(a) If the Mayor denies a partnership’s application for reinstatement following administrative revocation of the partnership’s statement of qualification, the Mayor shall serve the partnership with notice in a record that explains the reasons for the denial. (b) A partnership may…

(a) This chapter shall apply to a partnership formed after the applicability date of this chapter and to a partnership that elects, as provided by subsection (c) of this section, to be governed by this chapter. (b) On and after one year after the applicability date of this chapte…