Code of the District of Columbia

§ 29–706.05. Effect of dissociation as general partner.

(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)(3) shall terminate;

(3) The person’s duty of loyalty as a general partner under § 29-704.08(b)(1) and (2) and duty of care under § 29-704.08(c) continue only with regard to matters arising and events occurring before the person’s dissociation as a general partner;

(4) The person may sign and deliver to the Mayor for filing a statement of dissociation pertaining to the person and, at the request of the limited partnership, shall sign an amendment to the certificate of limited partnership which states that the person has dissociated; and

(5) Subject to § 29-707.04, subchapter X of this chapter, and Chapter 2 of this title, any transferable interest owned by the person immediately before dissociation in the person’s capacity as a general partner shall be owned by the person as a mere transferee.

(b) A person’s dissociation as a general partner shall not of 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 general partner.


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

Section References

This section is referenced in § 29-701.02 and § 29-702.04.

Effect of Amendments

The 2013 amendment by D.C. Law 19-210 substituted “activities and affairs” for “activities” in (a)(1); and substituted “debt, liability, or other obligation” for “obligation” in (b).

Editor's Notes

Uniform Law: This section is based on § 605 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.