Code of the District of Columbia

Subchapter VI. Partner’s Dissociation.


§ 29–606.01. Events causing partner’s dissociation.

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 occurs;

(3) The partner is expelled pursuant to the partnership agreement;

(4) The partner is expelled by the unanimous vote of the other partners if:

(A) It is unlawful to carry on the partnership business with that partner;

(B) There has been a transfer of all or substantially all of that partner’s transferable interest in the partnership, other than a transfer for security purposes, or a court order charging the partner’s interest, which has not been foreclosed;

(C) Within 90 days after the partnership notifies a corporate partner that it will be expelled because it has filed a certificate of dissolution or the equivalent, its charter has been revoked, or its right to conduct business has been suspended by the jurisdiction of its incorporation, there is no revocation of the certificate of dissolution or no reinstatement of its charter or its right to conduct business; or

(D) A partnership that is a partner has been dissolved and its business is being wound up;

(5) On application by the partnership or another partner, the partner is expelled by judicial determination because the partner:

(A) Engaged in wrongful conduct that adversely and materially affected the partnership business;

(B) Willfully or persistently committed a material breach of the partnership agreement or of a duty owed to the partnership or the other partners under § 29-604.04; or

(C) Engaged in conduct relating to the partnership business which makes it not reasonably practicable to carry on the business in partnership with the partner;

(6) The partner:

(A) Became a debtor in bankruptcy;

(B) Executed an assignment for the benefit of creditors;

(C) Sought, consented to, or acquiesced in the appointment of a trustee, receiver, or liquidator of that partner or of all or substantially all of that partner’s property; or

(D) Failed, within 90 days after the appointment, to have vacated or stayed the appointment of a trustee, receiver, or liquidator of the partner or of all or substantially all of the partner’s property obtained without the partner’s consent or acquiescence, or failed within 90 days after the expiration of a stay to have the appointment vacated;

(7) In the case of a partner who is an individual:

(A) The partner dies;

(B) A guardian or general conservator is appointed for the partner; or

(C) There is a judicial determination that the partner has otherwise become incapable of performing the partner’s duties under the partnership agreement;

(8) In the case of a partner that is a trust or is acting as a partner by virtue of being a trustee of a trust, the trust’s entire transferable interest in the partnership is distributed;

(9) In the case of a partner that is an estate or is acting as a partner by virtue of being a personal representative of an estate, the estate’s entire transferable interest in the partnership is distributed;

(10) A partner that is not an individual, partnership, corporation, trust, or estate dissolves and completes winding up; or

(11) The partnership participates in a merger, interest exchange, conversion, or domestication under Chapter 2 of this title or Subchapter [subchapter] IX of this chapter and, as a result, the person ceases to be a partner.


(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(f)(6)(A), 59 DCR 13171.)

Prior Codifications

1981 Ed., § 41-156.1.

2001 Ed., § 33-106.01.

Section References

This section is referenced in § 29-601.02, § 29-601.04, § 29-606.02, and § 29-608.01.

Effect of Amendments

The 2013 amendment by D.C. Law 19-210 substituted “dissolves and completes winding up; or” for “is terminated” in (10); added (11); and made a related change.

Editor's Notes

Uniform Law: This section is based on § 601 of the Uniform Partnership Act (1997 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.


§ 29–606.02. Partner’s power to dissociate; wrongful dissociation.

(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 for a definite term or particular undertaking, before the expiration of the term or the completion of the undertaking:

(A) The partner withdraws by express will, unless the withdrawal follows within 90 days after another partner’s dissociation by death or otherwise under § 29-606.01(6) through (10) or wrongful dissociation under this subsection;

(B) The partner is expelled by judicial determination under § 29-606.01(5);

(C) The partner is dissociated by becoming a debtor in bankruptcy; or

(D) In the case of a partner that is not an individual, trust other than a business trust, or estate, the partner is expelled or otherwise dissociated because it willfully dissolved or terminated.

(c) A partner that wrongfully dissociates shall be liable to the partnership and to the other partners for damages caused by the dissociation. The liability shall be in addition to any other obligation of the partner to the partnership or to the other partners.


(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)

Prior Codifications

1981 Ed., § 41-156.2.

2001 Ed., § 33-106.02.

Section References

This section is referenced in § 29-601.04, § 29-607.01, and § 29-608.01.

Editor's Notes

Uniform Law: This section is based on § 602 of the Uniform Partnership Act (1997 Act).


§ 29–606.03. Effect of partner’s dissociation.

(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 management and conduct of the partnership business terminates, except as otherwise provided in § 29-608.03;

(2) The partner’s duty of loyalty under § 29-604.04(b)(3) terminates; and

(3) The partner’s duty of loyalty under § 29-604.04(b)(1) and (2) and duty of care under § 29-604.04(c) continue only with regard to matters arising and events occurring before the partner’s dissociation, unless the partner participates in winding up the partnership’s business pursuant to § 29-608.03.

(c) A person’s dissociation alone does not discharge the person from a debt, obligation, or other liability to the partnership or to the other partners which the person incurred while a partner.


(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(f)(6)(B), 59 DCR 13171.)

Prior Codifications

1981 Ed., § 41-156.3.

2001 Ed., § 33-106.03.

Section References

This section is referenced in § 29-601.04.

Effect of Amendments

The 2013 amendment by D.C. Law 19-210 added (c).

Editor's Notes

Uniform Law: This section is based on § 603 of the Uniform Partnership Act (1997 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.