Title 29, Business Organizations. [Enacted title]

(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…

A transferable interest is personal property.

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

(a) On application by a judgment creditor of a partner 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. A charging order constitutes a lien on a judgment debtor’s tran…

If a partner dies, the deceased partner’s personal representative or other legal representative may exercise the rights of a transferee as provided in § 29-707.02 and, for the purposes of settling the estate, may exercise the rights of a current limited partner under § 29-703.04.

Except as otherwise provided in § 29-708.02, a limited partnership is dissolved, and its activities and affairs shall be wound up, only upon the occurrence of any of the following: (1) The happening of an event specified in the partnership agreement; (2) The consent of all genera…

On application by a partner the Superior Court may order dissolution of a limited partnership if it is not reasonably practicable to carry on the activities and affairs of the limited partnership in conformity with the partnership agreement.

(a) A limited partnership shall continue after dissolution only for the purpose of winding up its activities and affairs. (b) In winding up its activities and affairs, the limited partnership: (1) May amend its certificate of limited partnership to state that the limited partners…

(a) A limited partnership shall be bound by a general partner’s act after dissolution which: (1) Is appropriate for winding up the limited partnership’s activities and affairs; or (2) Would have bound the limited partnership under § 29-704.02 before dissolution, if, at the time t…

(a) If a general partner having knowledge of the dissolution causes a limited partnership to incur an obligation under § 29-708.04(a) by an act that is not appropriate for winding up the partnership’s activities and affairs, the general partner shall be liable: (1) To the limited…

(a) A dissolved limited partnership may dispose of the known claims against it by following the procedure described in subsection (b) of this section. (b) A dissolved limited partnership may notify its known claimants of the dissolution in a record. The notice shall: (1) Specify …

(a) A dissolved limited partnership may publish notice of its dissolution and request persons having claims against the limited partnership to present them in accordance with the notice. (b) The notice shall: (1) Be published at least once in a newspaper of general circulation in…

If a claim against a dissolved limited partnership is barred under § 29-708.06 or § 29-708.07, any corresponding claim under § 29-704.04 shall also be barred.

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

(a) A limited partnership may rescind its dissolution, unless a statement of termination applicable to the partnership is effective, the Superior Court has entered an order under § 29-708.02 dissolving the partnership, or the Mayor has dissolved the partnership under § 29-106.02.…

(a) A dissolved limited partnership that has published a notice under § 29-708.06(b) 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 determi…

(a) Subject to subsection (b) of this section, a partner may maintain a direct action in the Superior Court against the limited partnership or another partner for legal or equitable relief, with or without an accounting as to the partnership’s activities and affairs, to enforce t…

A partner may maintain a derivative action in the Superior Court to enforce a right of a limited partnership if: (1) The partner first makes a demand on the general partners, requesting that they cause the limited partnership to bring an action to enforce the right, and the gener…

A derivative action shall be maintained only by a person that is a partner at the time the action is commenced and: (1) That was a partner when the conduct giving rise to the action occurred; or (2) Whose status as a partner devolved upon the person by operation of law or pursuan…

In a derivative action, the complaint shall state with particularity: (1) The date and content of plaintiff’s demand and the general partners’ response to the demand; or (2) Why demand should be excused as futile.

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

(a) If a limited partnership is named as or made a party in a derivative proceeding, the partnership 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 partnersh…

For the purposes of this subchapter, the term: (1) “Constituent limited partnership” means a domestic or foreign limited partnership that is a party to a merger. (2) “Governing statute” of a domestic or foreign limited partnership means the statute that governs the partnership’s …

(a) A limited partnership may merge with one or more other domestic or foreign limited partnerships and 2 or more foreign limited partnerships may merge into a domestic limited partnership pursuant to this section, §§ 29-710.03 through 29-710.05, and a plan of merger, if: (1) The…

(a) Subject to § 29-710.06, a plan of merger shall be consented to by all the partners of a constituent limited partnership. (b) Subject to § 29-710.06 and any contractual rights, after a merger is approved, and at any time before a filing is made under § 29-710.04, a constituent…

(a) After each constituent limited partnership has approved a merger, articles of merger shall be signed on behalf of each preexisting: (1) Domestic limited partnership, by each general partner listed in the certificate of limited partnership; and (2) Foreign limited partnership,…

(a) When a merger becomes effective: (1) The surviving limited partnership shall continue or come into existence; (2) Each constituent limited partnership that merges into the surviving limited partnership shall cease to exist as a separate entity; (3) All property owned by each …

(a) If a partner of a constituent limited partnership will have personal liability with respect to any organization as a result of a merger, approval and amendment of a plan of merger shall be ineffective without the consent of that partner, unless: (1) The limited partnership’s …

(a) A merger under this article shall not discharge any liability under §§ 29-704.04 and 29-706.07 of a person that was a general partner in or dissociated as a general partner from a constituent limited partnership, but: (1) The provisions of this chapter pertaining to the colle…

(a) An act of a person that immediately before a merger became effective was a general partner in a constituent limited partnership shall bind the surviving limited partnership after the merger becomes effective if: (1) Before the merger became effective, the act would have bound…

(a) Before one year after the applicability date of this chapter, this chapter shall govern only: (1) A limited partnership formed on or after the applicability date of this chapter; and (2) Except as otherwise provided in subsections (c) and (d) of this section, a limited partne…

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…