Title 29 — Business Organizations. [Enacted title]

This chapter may be cited as the “Uniform Limited Partnership Act of 2010”.

For the purposes of this chapter, the term: (1) “Certificate of limited partnership” means the certificate required by § 29-702.01. The term includes the certificate as amended or restated. (2) “Contribution”, except in the phrase “right of contribution”, means any benefit descri…

(a) A person knows a fact if the person has actual knowledge of it. (b) A person has notice of a fact if the person: (1) Knows of it; (2) Has received a notification of it; (3) Has reason to know it exists from all of the facts known to the person at the time in question; or (4) …

(a) A limited partnership is an entity distinct from its partners. A limited partnership is the same entity regardless of whether its certificate states that the limited partnership is a limited liability limited partnership. (b) A limited partnership may be formed under this cha…

A limited partnership shall have the powers to do all things necessary or convenient to carry on its activities or affairs, including the power to sue, be sued, and defend in its own name and to maintain an action against a partner for harm caused to the limited partnership by a …

The law of the District governs the internal affairs of a limited partnership and the liability of a partner for the debts, obligations, or other liabilities of a limited partnership.

(a) Except as otherwise provided in subsection (b) of this section, the partnership agreement shall govern relations among the partners and between the partners and the partnership. To the extent the partnership agreement does not otherwise provide, this chapter shall govern rela…

(a) A limited partnership is bound by and may enforce the partnership agreement, whether or not the partnership has itself manifested assent to the partnership agreement. (b) A person that becomes a partner of a limited partnership is deemed to assent to the partnership agreement…

(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 condit…

A limited partnership shall maintain at its principal office the following information: (1) A current list in a record showing the full name and last known street and mailing address of each partner, separately identifying the general partners, in alphabetical order, and the limi…

A partner may lend money to and do other business with the limited partnership and has the same rights and obligations with respect to the loan or other transaction as a person that is not a partner.

A person may be both a general partner and a limited partner. A person that is both a general and limited partner shall have the rights, powers, duties, and obligations provided by this chapter and the partnership agreement in each of those capacities. When the person acts as a g…

Action requiring the consent of partners under this chapter may be taken without a meeting, and a partner may appoint a proxy to consent or otherwise act for the partner by signing an appointment record, either personally or by the partner’s attorney in fact.

(a) In order for a limited partnership to be formed, a certificate of limited partnership shall be delivered to the Mayor for filing. The certificate shall state: (1) The name of the limited partnership, which shall comply with §§ 29-103.01 and 29-103.02(d); (2) The information r…

(a) To amend its certificate of limited partnership, a limited partnership shall deliver to the Mayor for filing an amendment stating: (1) The name of the limited partnership; (2) The date of filing of its initial certificate; and (3) The changes the amendment makes to the certif…

A dissolved limited partnership that has completed winding up may deliver to the Mayor for filing a statement of termination that states: (1) The name of the limited partnership; (2) The date of filing of its initial certificate of limited partnership; and (3) Any other informati…

(a) Each record delivered to the Mayor for filing pursuant to this chapter shall be signed in the following manner: (1) An initial certificate of limited partnership shall be signed by all general partners listed in the certificate. (2) An amendment adding or deleting a statement…

(a) If a person required by this chapter to sign a record or deliver a record to the Mayor for filing 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) Deliver the record to the Mayor for filing; or…

(a) If a record delivered to the Mayor for filing under this chapter 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 …

(a) A person becomes a limited partner: (1) Upon formation as provided in the partnership agreement; or (2) After formation, a person becomes a limited partner: (A) As provided in the partnership agreement; (B) As the result of a merger under subchapter X of this chapter or a tra…

(a) A limited partner is not an agent of a limited partnership solely by reason of being a limited partner. (b) A person’s status as a limited partner does not prevent or restrict the law, other than in this title, from imposing liability on a limited partnership because of the p…

(a) A debt, obligation, or other liability of a limited partnership, whether arising in contract, tort, or otherwise, is not attributable to a limited partner. A limited partner shall not be personally liable, directly or indirectly, by way of contribution or otherwise, for an a …

(a) On 10 days’ demand, made in a record received by the limited partnership, a limited partner may inspect and copy required information during regular business hours in the limited partnership’s principal office. The limited partner need not have any particular purpose for seek…

(a) A limited partner shall not have any fiduciary duty to the limited partnership or to any other partner solely by reason of being a limited partner. (b) A limited partner shall discharge the duties to the partnership and the other partners under this chapter or under the partn…

(a) Except as otherwise provided in subsection (b) of this section, a person that makes an investment in a business enterprise and erroneously but in good faith believes that the person has become a limited partner in the enterprise shall not be liable for the enterprise’s obliga…

(a) A person becomes a general partner: (1) Upon formation of a limited partnership, as agreed among the persons that are to be the initial partners; and (2) After formation: (A) As provided in the partnership agreement; (B) Under § 29-708.01(3)(B) following the dissociation of a…

(a) Each general partner shall be an agent of the limited partnership for the purposes of its activities and affairs. (b) An act of a general partner, including the signing of a record in the partnership’s name, for apparently carrying on in the ordinary course the limited partne…

(a) A limited 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 general partner acting in the ordinary course of activities or affairs of the limited partnersh…

(a) Except as otherwise provided in subsections (b) and (c) of this section, all general partners shall be liable jointly and severally for all debts, obligations, and other liabilities of the limited partnership unless otherwise agreed by the claimant or provided by law. (b) A p…

(a) To the extent not inconsistent with § 29-704.04, a general partner may be joined in an action against the limited partnership or named in a separate action. (b) A judgment against a limited partnership shall not by itself be a judgment against a general partner. A judgment ag…

(a) Each general partner shall have equal rights in the management and conduct of the limited partnership’s activities and affairs. Except as expressly provided in this chapter, any matter relating to the activities and affairs of the limited partnership may be exclusively decide…

(a) A general partner, without having any particular purpose for seeking the information, may inspect and copy during regular business hours: (1) In the limited partnership’s principal office, required information; and (2) At a reasonable location specified by the limited partner…

(a) The only fiduciary duties that a general partner shall have to the limited partnership and the other partners are the duties of loyalty and care under subsections (b) and (c) of this section. (b) A general partner’s duty of loyalty to the limited partnership and the other par…

(a) A limited partnership shall reimburse a general partner for any payment made by the general partner in the course of the general partner’s activities on behalf of the partnership, if the general partner complied with §§ 29-704.06, 29-704.08, and 29-705.09 in making the paymen…

A contribution of a partner may consist of property transferred, services performed, or another benefit provided to the partnership or an agreement to transfer property, perform services, or provide another benefit to the partnership.

(a) A partner’s obligation to contribute money or other property or other benefit to, or to perform services for, a limited partnership shall not be excused by the partner’s death, disability, or other inability to perform personally. (b) If a partner does not make a promised non…

A distribution by a limited partnership shall be shared among the partners on the basis of the value, as stated in the required records when the limited partnership decides to make the distribution, of the contributions the limited partnership has received from each partner.

A partner shall not have a right to any distribution before the dissolution and winding up of the limited partnership unless the limited partnership decides to make an interim distribution.

A person shall not have a right to receive a distribution on account of dissociation.

A partner shall not have a right to demand or receive any distribution from a limited partnership in any form other than money. Subject to § 29-708.09(b), a limited partnership may distribute an asset in kind to the extent each partner receives a percentage of the asset equal to …

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 limited partnership with respect to the distribution. However, the limited partnership’s obligation …

(a) A limited partnership shall not make a distribution, including a distribution under § 29-708.09, in violation of the partnership agreement. (b) A limited partnership shall not make a distribution if after the distribution: (1) The limited partnership would not be able to pay …

(a) A general partner that consents to a distribution made in violation of § 29-705.08 shall be personally liable to the limited partnership for the amount of the distribution which exceeds the amount that could have been distributed without the violation if it is established tha…

(a) A person shall not have a right to dissociate as a limited partner before the completion of the winding up of the limited partnership. (b) A person shall be dissociated from a limited partnership as a limited partner upon the occurrence of any of the following events: (1) The…

(a) Upon a person’s dissociation as a limited partner: (1) Subject to § 29-707.04, the person shall not have further rights as a limited partner; (2) The person’s obligation of good faith and fair dealing as a limited partner under § 29-703.05(b) shall continue only as to matters…

A person shall be dissociated from a limited partnership as a general partner when: (1) The limited partnership has notice of the person’s express will to withdraw as a general partner or on a later date specified by the person; (2) An event agreed to in the partnership agreement…

(a) A person may dissociate as a general partner at any time, rightfully or wrongfully, by express will pursuant to § 29-706.03(1). (b) A person’s dissociation as a general partner shall be wrongful only if: (1) It is in breach of an express provision of the partnership agreement…

(a) Upon a person’s dissociation as a general partner: (1) The person’s right to participate as a general partner in the management and conduct of the partnership’s activities and affairs shall terminate; (2) The person’s duty of loyalty as a general partner under § 29-704.08(b)(…

(a) After a person is dissociated as a general partner and before the limited partnership is dissolved, merged out of existence, converted, or domesticated under subchapter X of this chapter or Chapter 2 of this title, or otherwise ceases to exist in the form of a limited partner…

(a) A person’s dissociation as a general partner shall not of itself discharge the person’s liability as a general partner for a debt, obligation, or other liability of the limited partnership incurred before dissociation. Except as otherwise provided in subsections (b) and (c) o…