Code of the District of Columbia

§ 29–706.02. Effect of dissociation as limited partner.

(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 arising and events occurring before the dissociation; and

(3) Subject to § 29-707.04 and subchapter X of this chapter, any transferable interest owned by the person in the person’s capacity as a limited partner immediately before dissociation shall be owned by the person as a mere transferee.

(b) A person’s dissociation as a limited partner does not itself discharge the person from any debt, liability, or other obligation to the limited partnership or the other partners which the person incurred while a limited partner.


(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(g)(7)(B), 59 DCR 13171.)

Section References

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

Effect of Amendments

The 2013 amendment by D.C. Law 19-210 substituted “does not itself discharge the person from any debt, liability, or other obligation” for “shall not of itself discharge the person from any obligation” in (b).

Editor's Notes

Uniform Law: This section is based on § 602 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.