Code of the District of Columbia

§ 29–702.01. Formation of limited partnership; certificate of limited partnership.

(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 required by § 29-104.04;

(3) The name and the street and mailing address of each general partner and the limited partnership’s principal office;

(4) Whether the limited partnership is a limited liability limited partnership; and

(5) Any additional information required by subchapter X of this chapter.

(b) A certificate of limited partnership may also contain any other matters but may not vary or otherwise affect the provisions specified in § 29-701.07(b) in a manner inconsistent with that section.

(c) If there has been substantial compliance with subsection (a) of this section, subject to subchapter II of Chapter 1 of this title, a limited partnership is formed when:

(1) The certificate of limited partnership has become effective:

(2) At least 2 persons have become partners;

(3) At least one person has become a general partner; and

(4) At least one person has become a limited partner.

(d) Subject to subsection (b) of this section, if any provision of a partnership agreement is inconsistent with the filed certificate of limited partnership, or with a filed statement of dissociation, termination, or change, or with filed articles of merger, or with a statement of merger, interest exchange, conversion, or domestication filed under Chapter 2 of this title:

(1) The partnership agreement shall prevail as to partners and transferees; and

(2) The filed document shall prevail as to persons, other than partners and transferees, that reasonably rely on the filed record to their detriment.

(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(g)(3)(A), 59 DCR 13171.)

Section References

This section is referenced in § 29-101.06, § 29-701.02, and § 29-711.01.

Effect of Amendments

The 2013 amendment by D.C. Law 19-210 substituted “general partner and the limited partnership’s principal office” for “general partner” in (a)(3); and rewrote (c).

Editor's Notes

Uniform Law: This section is based on § 201 of the Uniform Limited Partnership Act (2001 Act).

Application of Law 19-210: Section 7 of D.C. Law 19-210 provided that the act shall apply as of January 1, 2012.