Title 29 — Business Organizations. [Enacted title]

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

(a) A partnership is an entity distinct from its partners. (b) A limited liability partnership shall continue to be the same entity that existed before the filing of a statement of qualification under § 29-610.01.

(a) Except as otherwise provided in subsection (b) of this section, the association of 2 or more persons to carry on as co-owners of a business for profit shall form a partnership, whether or not the persons intend to form a partnership. (b) An association formed under a statute …

Property acquired by a partnership shall be property of the partnership and not of the partners individually.

(a) Property shall be partnership property if acquired in the name of: (1) The partnership; or (2) One or more partners with an indication in the instrument transferring title to the property of the person’s capacity as a partner or of the existence of a partnership but without a…

Subject to the effect of a statement of partnership authority under § 29-603.03: (1) Each partner shall be an agent of the partnership for the purpose of its business. (2) An act of a partner, including the execution of an instrument in the partnership name, for apparently carryi…

(a) Partnership property may be transferred as follows: (1) Subject to the effect of a statement of partnership authority under § 29-603.03, partnership property held in the name of the partnership may be transferred by an instrument of transfer executed by a partner in the partn…

(a) A partnership may deliver to the Mayor for filing a statement of partnership authority, which: (1) Shall include: (A) The name of the partnership; (B) The street address of its principal office and of one office in District, if there is one; (C) The names and mailing addresse…

A partner or other person named as a partner in a filed statement of partnership authority or in a list maintained by an agent pursuant to § 29-603.03(b) may deliver to the Mayor for filing a statement of denial stating the name of the partnership and the fact that is being denie…

(a) A 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 partner acting in the ordinary course of business of the partnership or with authority of the partnersh…

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

(a) A partnership may sue and be sued in the name of the partnership. (b) Except as otherwise provided in subsection (f) of this section, action may be brought against the partnership and, to the extent not inconsistent with § 29-603.06, any or all of the partners in the same act…

(a) If a person, by words or conduct, purports to be a partner, or consents to being represented by another as a partner, in a partnership or with one or more persons not partners, the purported partner shall be liable to a person to whom the representation is made, if that perso…

(a) Each partner shall deemed to have an account that is: (1) Credited with an amount equal to the money plus the value of any other property, net of the amount of any liabilities, the partner contributes to the partnership and the partner’s share of the partnership profits; and …

(a) Upon formation of a partnership under § 29-602.02(a), a person becomes a partner. (b) After formation of a partnership, a person becomes a partner: (1) As provided in the partnership agreement; (2) As a result of a transaction effective under Subchapter [subchapter] IX of thi…

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

(a) A person’s obligation to make a contribution to a partnership is not excused by the person’s death, disability, or other inability to perform personally. (b) If a person does not fulfill an obligation to make a contribution other than money, the person is obligated at the opt…

(a) Any distributions made by a partnership before its dissolution and winding up must be in equal shares among partners, except to the extent necessary to comply with a transfer effective under § 29-605.03 or charging order in effect under § 29-605.04. (b) A person has a right t…

(a) A partnership shall keep its books and records, if any, at its principal office. (b) A partnership shall provide partners and their agents and attorneys access to its books and records. It shall provide former partners and their agents and attorneys access to books and record…

(a) The only fiduciary duties a partner owes to the partnership and the other partners are the duty of loyalty and the duty of care set forth in subsections (b) and (c) of this section. (b) A partner’s duty of loyalty to the partnership and the other partners include the followin…

(a) A partnership may maintain an action against a partner for a breach of the partnership agreement, or for the violation of a duty to the partnership, causing harm to the partnership. (b) A partner may maintain an action against the partnership or another partner for legal or e…

(a) If a partnership for a definite term or particular undertaking is continued, without an express agreement, after the expiration of the term or completion of the undertaking, the rights and duties of the partners shall remain the same as they were at the expiration or completi…

A partner shall not be a co-owner of partnership property and has no interest in partnership property which can be transferred, either voluntarily or involuntarily.

Except as otherwise provided in subchapter IX of this chapter or Chapter 2 of this title, the only transferable interest of a partner in the partnership is the partner’s share of the profits and losses of the partnership and the partner’s right to receive distributions. The inter…

(a) A transfer, in whole or in part, of a partner’s transferable interest in the partnership: (1) Is permissible; (2) Shall not by itself cause the partner’s dissociation or a dissolution and winding up of the partnership business; and (3) Shall not, as against the other partners…

(a) On application by a judgment creditor of a partner or of a partner’s transferee, a court having jurisdiction may charge the transferable interest of the judgment debtor to satisfy the judgment. The court may appoint a receiver of the share of the distributions due or to becom…

If a partner dies, the deceased partner’s legal representative may exercise: (1) The rights of a transferee provided in § 29-605.03(c); and (2) For purposes of settling the estate, the rights the deceased partner had under § 29-604.06.

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

(a) A partner may dissociate at any time, rightfully or wrongfully, by express will pursuant to § 29-606.01(1). (b) A partner’s dissociation shall be wrongful only if: (1) It is in breach of an express provision of the partnership agreement; or (2) In the case of a partnership fo…

(a) If a partner’s dissociation results in a dissolution and winding up of the partnership business, subchapter VIII of this chapter shall apply; otherwise, subchapter VII of this chapter applies. (b) Upon a partner’s dissociation: (1) The partner’s right to participate in the ma…

(a) If a partner is dissociated from a partnership without resulting in a dissolution and winding up of the partnership business under § 29-608.01, the partnership shall cause the dissociated partner’s interest in the partnership to be purchased for a buyout price determined purs…

(a) For 2 years after a partner dissociates without resulting in a dissolution and winding up of the partnership business, the partnership, including a surviving partnership under subchapter IX of this chapter, shall be bound by an act of the dissociated partner which would have …

(a) A partner’s dissociation shall not of itself discharge the partner’s liability for a partnership debt, obligation, or other liability incurred before dissociation. A dissociated partner shall not be liable for a partnership debt, obligation, or other liability incurred after …

(a) A dissociated partner or the partnership may file a statement of dissociation stating the name of the partnership and that the partner is dissociated from the partnership. (b) A statement of dissociation shall be a limitation on the authority of a dissociated partner for the …

Continued use of a partnership name, or a dissociated partner’s name as part thereof, by partners continuing the partnership’s activities and affairs shall not of itself make the dissociated partner liable for a debt, obligation, or other liability of the partners or the partners…

A partnership is dissolved, and its activities and affairs shall be wound up, only upon the occurrence of any of the following events: (1) In a partnership at will, the partnership’s having notice from a partner, other than a partner that is dissociated under § 29-606.01(2) throu…

(a) Subject to subsection (b) of this section, a partnership shall continue after dissolution only for the purpose of winding up its activities and affairs. The partnership shall be terminated when the winding up of its activities and affairs is completed. (b) At any time after t…

(a) After dissolution, a partner that has not wrongfully dissociated may participate in winding up the partnership’s activities and affairs, but on application of any partner, partner’s legal representative, or transferee, the Superior Court, for good cause shown, may order judic…

Subject to § 29-608.05, a partnership shall be bound by a partner’s act after dissolution that: (1) Is appropriate for winding up the partnership activities and affairs; or (2) Would have bound the partnership under § 29-603.01 before dissolution, if the other party to the transa…

(a) After dissolution, a partner that has not wrongfully dissociated may file a statement of dissolution stating the name of the partnership and that the partnership has dissolved and is winding up its activities and affairs. (b) A statement of dissolution shall cancel a filed st…

(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…