Title 29 — Business Organizations. [Enacted title]

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

For the purposes of this chapter, the term: (1) “Certificate of organization”, except when referring to a right of contribution, means the certificate required by § 29-802.01. The term “certificate of organization” shall include the certificate as amended or restated. (2) “Contri…

(a) A person knows a fact when the person: (1) Has actual knowledge of it; or (2) Is deemed to know it under subsection (d)(1) of this section or law other than this chapter. (b) A person has notice of a fact when the person: (1) Has reason to know the fact from all of the facts …

(a) A limited liability company is an entity distinct from its member or members. (b) A limited liability company may have any lawful purpose, regardless of whether for profit. (c) A limited liability company shall have perpetual duration.

A limited liability company shall have the capacity to sue and be sued in its own name and the power to do all things necessary or convenient to carry on its activities and affairs.

The law of the District shall govern: (1) The internal affairs of a limited liability company; and (2) The liability of a member as member and a manager as manager for the debts, obligations, or other liabilities of a limited liability company.

(a) Except as otherwise provided in subsections (b) and (c) of this section, the operating agreement shall govern: (1) Relations among the members as members and between the members and the limited liability company; (2) The rights and duties under this chapter of a person in the…

(a) A limited liability company shall be bound by, and may enforce, the operating agreement, whether or not the company has itself manifested assent to the operating agreement. (b) A person that becomes a member of a limited liability company shall be deemed to assent to the oper…

(a) An operating agreement may specify that its amendment requires the approval of a person that is not a party to the operating agreement or the satisfaction of a condition. An amendment shall be ineffective if its adoption does not include the required approval or satisfy the s…

(a) One or more persons may act as organizers to form a limited liability company by signing and delivering to the Mayor for filing a certificate of organization. (b) A certificate of organization shall state: (1) The name of the limited liability company, which shall comply with…

(a) A certificate of organization may be amended or restated at any time. (b) To amend its certificate of organization, a limited liability company shall deliver to the Mayor for filing an amendment stating: (1) The name of the company; (2) The date of filing of its initial certi…

(a) A record delivered to the Mayor for filing pursuant to this chapter must be signed as follows: (1) Except as otherwise provided in paragraph (2) and (3) of this subsection, a record signed on behalf of a limited liability company shall be signed by a person authorized by the …

(a) If a person required by this chapter to sign a record or deliver a record to the Mayor for filing under this chapter 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) The person to deliver the r…

(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 a loss by reliance on the information may recover damages for the loss from: (1) A person that signed the record, or caused another t…

(a) The operating agreement may establish one or more designated series of members, managers, or interests of a limited liability company, in which the members, managers, or interest holders have separate rights, powers, or duties with respect to specified property or obligations…

(a) A member shall not be an agent of a limited liability company solely by reason of being a member. (b) A person’s status as a member shall not prevent or restrict law other than this chapter from imposing liability on a limited liability company because of the person’s conduct…

(a) A limited liability company may deliver to the Mayor for filing a statement of authority. The statement: (1) Shall include the name of the company and the street and mailing addresses of its principal office; (2) With respect to any position that exists in or with respect to …

A person named in a filed statement of authority granting that person authority may deliver to the Mayor for filing a statement of denial that: (1) Provides the name of the limited liability company and the caption of the statement of authority to which the statement of denial pe…

(a) The debts, obligations, or other liabilities of a limited liability company, whether arising in contract, tort, or otherwise shall: (1) Be solely the debts, obligations, or other liabilities of the company; and (2) Not become the debts, obligations, or other liabilities of a …

(a) If a limited liability company is to have only one member upon formation, the person shall become a member as agreed by that person and the organizer of the company. That person and the organizer may be, but need not be, different persons. If different, the organizer shall ac…

A contribution may consist of property transferred, services performed, or another benefit provided to the limited liability company or an agreement to transfer property, perform services, or provide another benefit to the company.

(a) A person’s obligation to make a contribution to a limited liability company shall not be excused by the person’s death, disability, or other inability to perform personally. If a person does not fulfill an obligation, other than a monetary obligation, the person is obligated …

(a) Any distributions made by a limited liability company before its dissolution and winding up shall be in equal shares among members and dissociated members, except to the extent necessary to comply with any transfer effective under § 29-805.02 and any charging order in effect …

(a) A limited liability company shall not make a distribution, including a distribution under § 29-807.05(c), if after the distribution: (1) The company would not be able to pay its debts as they become due in the ordinary course of the company’s activities and affairs; or (2) Th…

(a) Except as otherwise provided in subsection (b) of this section, if a member of a member-managed limited liability company or manager of a manager-managed limited liability company consents to a distribution made in violation of § 29-804.05 and, in consenting to the distributi…

(a) A limited liability company shall be a member-managed limited liability company unless the operating agreement: (1) Expressly provides that: (A) The company is or will be “manager-managed”; (B) The company is or will be “managed by managers”; or (C) Management of the company …

(a) A limited liability company shall reimburse for any payment made, and indemnify for any debt, obligation, or other liability incurred, by a member of a member-managed company or the manager of a manager-managed company in the course of the member’s or manager’s activities on …

(a) A member of a member-managed limited liability company owes to the company and, subject to § 29-808.01(b), the other members the duties of loyalty and care stated in subsections (b) and (c) of this section. (b) The duty of loyalty of a member in a member-managed limited liabi…

(a) In a member-managed limited liability company, the following rules shall apply: (1) On reasonable notice, a member may inspect and copy during regular business hours, at a reasonable location specified by the company, any record maintained by the company regarding the company…

A transferable interest is personal property.

(a) Subject to § 29-805.03(f), a transfer, in whole or in part, of a transferable interest: (1) Is permissible; (2) Shall not by itself cause a member’s dissociation or a dissolution and winding up of the limited liability company’s activities and affairs; and (3) Subject to § 29…

(a) On application by a judgment creditor of a member or transferee, the Superior Court may enter a charging order against the transferable interest of the judgment debtor for the unsatisfied amount of the judgment. Except as otherwise provided in subsection (f) of this section, …

If a member dies, the deceased member’s personal representative or other legal representative may exercise the rights of a transferee provided in § 29-805.02(c) and, for the purposes of settling the estate, the rights of a current member under § 29-804.10.

(a) A person may dissociate as a member at any time, rightfully or wrongfully, by withdrawing as a member by express will under § 29-806.02(1). (b) A person’s dissociation from a limited liability company shall be wrongful only if the dissociation: (1) Is in breach of an express …

A person shall be dissociated as a member from a limited liability company when: (1) The company has notice of the person’s express will to withdraw as a member, but, if the person specified a withdrawal date later than the date the company had notice, on that later date; (2) An …

(a) When a person is dissociated as a member of a limited liability company: (1) The person’s right to participate as a member in the management and conduct of the company’s activities and affairs shall terminate; (2) If the company is member-managed, the person’s duties and obli…

(a) A limited liability company is dissolved, and its activities and affairs shall be wound up, upon the occurrence of any of the following: (1) An event or circumstance that the operating agreement states causes dissolution; (2) The consent of all the members; (3) The passage of…

(a) A dissolved limited liability company shall wind up its activities and affairs, and, except as otherwise provided in § 29-807.06, shall continue after dissolution only for the purpose of winding up. (b) In winding up its activities and affairs, a limited liability company: (1…

(a) Except as otherwise provided in subsection (d) of this section, a dissolved limited liability company may give notice of a known claim under subsection (b) of this section, which shall have the effect as provided in subsection (c) of this section. (b) A dissolved limited liab…

(a) A dissolved limited liability company may publish notice of its dissolution and request persons having claims against the company to present them in accordance with the notice. (b) The notice authorized by subsection (a) of this section shall: (1) Be published at least once i…

(a) In winding up its activities and affairs, a limited liability company shall apply its assets to discharge its obligations to creditors, including members that are creditors. (b) After a limited liability company complies with subsection (a) of this section, any surplus shall …

(a) A limited liability company may rescind its dissolution unless a statement of termination applicable to the company becomes effective, the Superior Court has entered an order under § 29-807.01(a)(4) or (5) dissolving the company, or the Mayor has dissolved the company under §…

(a) A dissolved limited liability company that has published a notice under § 29-807.04 may file an application with the Superior Court, or, if the principal office is not located in the District, in an appropriate court where the company’s principal office is located, for a dete…

(a) Subject to subsection (b) of this section, a member may maintain a direct action in the Superior Court against another member, a manager, or the limited liability company to enforce the member’s rights and otherwise protect the member’s interests, including rights and interes…

A member may maintain a derivative action in the Superior Court to enforce a right of a limited liability company if: (1) The member first makes a demand on the other members in a member-managed limited liability company, or the managers of a manager-managed limited liability com…

A derivative action to enforce a right of a limited liability company may be maintained only by a person that is a member at the time the action is commenced and: (1) Was a member when the conduct giving rise to the action occurred; or (2) Whose status as a member was derived, by…

In a derivative action under § 29-808.02, the complaint shall state with particularity: (1) The date and content of plaintiff’s demand and the response to the demand by the managers or other members; or (2) If a demand has not been made, the reasons a demand under § 29-808.02(1) …

(a) If a limited liability company is named as or made a party in a derivative proceeding, the company may appoint a special litigation committee to investigate the claims asserted in the proceeding and determine whether pursuing the action is in the best interests of the company…

(a) Except as otherwise provided in subsection (b) of this section: (1) Any proceeds or other benefits of a derivative action under § 29-808.02, whether by judgment, compromise, or settlement, belong to the limited liability company and not to the plaintiff; and (2) If the plaint…

For the purposes of this subchapter, the term: (1) “Constituent company” means a limited liability company that is a party to a merger. (2) “Domesticated company” means the company that exists after a domesticating foreign limited liability company or limited liability company ef…