Code of the District of Columbia

Subchapter VIII. Dissolution and Winding Up.


§ 29–608.01. Events causing dissolution and winding up of partnership business.

A partnership is dissolved, and its activities and affairs shall be wound up, only upon the occurrence of any of the following events:

(1) In a partnership at will, the partnership’s having notice from a partner, other than a partner that is dissociated under § 29-606.01(2) through (10), of that partner’s express will to withdraw as a partner, or on a later date specified by the partner;

(2) In a partnership for a definite term or particular undertaking:

(A) Within 90 days after a partner’s dissociation by death or otherwise under § 29-606.01(6) through (10) or wrongful dissociation under § 29-606.02(b), the express will of at least half of the remaining partners to wind up the partnership’s activities and affairs, for which purpose a partner’s rightful dissociation pursuant to § 29-606.02(b)(2)(A) constitutes the expression of that partner’s will to wind up the partnership’s activities and affairs;

(B) The express will of all of the partners to wind up the partnership’s activities and affairs; or

(C) The expiration of the term or the completion of the undertaking;

(3) An event agreed to in the partnership agreement resulting in the winding up of the partnership activities and affairs;

(4) An event that makes it unlawful for all or substantially all of the business of the partnership to be continued, but a cure of illegality within 90 days after notice to the partnership of the event shall be effective retroactively to the date of the event for purposes of this section;

(5) On application by a partner, a judicial determination that:

(A) The economic purpose of the partnership is likely to be unreasonably frustrated;

(B) Another partner has engaged in conduct relating to the partnership activities and affairs which makes it not reasonably practicable to carry on the activities and affairs in partnership with that partner; or

(C) It is not otherwise reasonably practicable to carry on the partnership activities and affairs in conformity with the partnership agreement.

(6) On application by a transferee of a partner’s transferable interest, a judicial determination that it is equitable to wind up the partnership activities and affairs:

(A) After the expiration of the term or completion of the undertaking, if the partnership was for a definite term or particular undertaking at the time of the transfer or entry of the charging order that gave rise to the transfer; or

(B) At any time, if the partnership was a partnership at will at the time of the transfer or entry of the charging order that gave rise to the transfer.

(7) The passage of 90 consecutive days during which the partnership does not have at least 2 partners.


(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(f)(8)(B), 59 DCR 13171.)

Prior Codifications

1981 Ed., § 41-158.1.

2001 Ed., § 33-108.01.

Section References

This section is referenced in § 29-601.04, § 29-604.08, § 29-605.03, § 29-607.01, and § 29-608.12.

Effect of Amendments

The 2013 amendment by D.C. Law 19-210 substituted “activities and affairs” or variants thereof for “business”; made related stylistic changes; and added (7).

Editor's Notes

Uniform Law: This section is based on § 801 of the Uniform Partnership Act (1997 Act).

Section 2(f)(8)(A) of D.C. Law 19-210 substituted “Dissolution and Winding Up” for “Winding up Partnership Business” in the subchapter heading.

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


§ 29–608.02. Partnership continues after dissolution.

(a) Subject to subsection (b) of this section, a partnership shall continue after dissolution only for the purpose of winding up its activities and affairs. The partnership shall be terminated when the winding up of its activities and affairs is completed.

(b) At any time after the dissolution of a partnership and before the winding up of its activities and affairs is completed, all of the partners, including any dissociating partner other than a wrongfully dissociating partner, may waive the right to have the partnership’s activities and affairs wound up and the partnership terminated. In that event:

(1) The partnership shall resume carrying on its activities and affairs as if dissolution had never occurred, and any liability incurred by the partnership or a partner after the dissolution and before the waiver shall be determined as if dissolution had never occurred; and

(2) The rights of a third party accruing under § 29-608.04(1) or arising out of conduct in reliance on the dissolution before the third party knew or received a notification of the waiver shall not be adversely affected.


(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(f)(8)(C), 59 DCR 13171.)

Prior Codifications

1981 Ed., § 41-158.2.

2001 Ed., § 33-108.02.

Section References

This section is referenced in § 29-601.03.

Effect of Amendments

The 2013 amendment by D.C. Law 19-210 substituted “activities and affairs” for “business” throughout (a) and (b).

Editor's Notes

Uniform Law: This section is based on § 802 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.


§ 29–608.03. Right to wind up partnership.

(a) After dissolution, a partner that has not wrongfully dissociated may participate in winding up the partnership’s activities and affairs, but on application of any partner, partner’s legal representative, or transferee, the Superior Court, for good cause shown, may order judicial supervision of the winding up.

(b) The legal representative of the last surviving partner may wind up a partnership’s activities and affairs.

(c) A person winding up a partnership’s activities and affairs may preserve the partnership activities or property as a going concern for a reasonable time, prosecute and defend actions and proceedings, whether civil, criminal, or administrative, settle and close the partnership’s activities, dispose of and transfer the partnership’s property, discharge the partnership’s liabilities, distribute the assets of the partnership pursuant to § 29-608.07, settle disputes by mediation or arbitration, and perform other necessary acts.


(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(f)(8)(D), 59 DCR 13171.)

Prior Codifications

1981 Ed., § 41-158.3.

2001 Ed., § 33-108.03.

Section References

This section is referenced in § 29-606.03.

Effect of Amendments

The 2013 amendment by D.C. Law 19-210 substituted “activities and affairs” for “business” in (a) and (b) and for the first occurrence of “business” in (c); and substituted “activities” for the second and third occurrences of “business” in (c).

Editor's Notes

Uniform Law: This section is based on § 803 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.


§ 29–608.04. Partner’s power to bind partnership after dissolution.

Subject to § 29-608.05, a partnership shall be bound by a partner’s act after dissolution that:

(1) Is appropriate for winding up the partnership activities and affairs; or

(2) Would have bound the partnership under § 29-603.01 before dissolution, if the other party to the transaction did not have notice of the dissolution.


(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(f)(8)(E), 59 DCR 13171.)

Prior Codifications

1981 Ed., § 41-158.4.

2001 Ed., § 33-108.04.

Section References

This section is referenced in § 29-608.02, § 29-608.05, and § 29-608.06.

Effect of Amendments

The 2013 amendment by D.C. Law 19-210 substituted “activities and affairs” for “business” in (1).

Editor's Notes

Uniform Law: This section is based on § 804 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.


§ 29–608.05. Statement of dissolution.

(a) After dissolution, a partner that has not wrongfully dissociated may file a statement of dissolution stating the name of the partnership and that the partnership has dissolved and is winding up its activities and affairs.

(b) A statement of dissolution shall cancel a filed statement of partnership authority for the purposes of § 29-603.03(d) and shall be a limitation on authority for the purposes of § 29-603.03(e).

(c) For the purposes of §§ 29-603.01 and 29-608.04, a person not a partner shall be deemed to have notice of the dissolution and the limitation on the partners’ authority as a result of the statement of dissolution 90 days after it is filed.

(d) After filing and, if appropriate, recording a statement of dissolution, a dissolved partnership may file and, if appropriate, record a statement of partnership authority which will operate with respect to a person not a partner as provided in § 29-603.03(d) and (e) in any transaction, whether or not the transaction is appropriate for winding up the partnership activities and affairs.


(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(f)(8)(F), 59 DCR 13171.)

Prior Codifications

1981 Ed., § 41-158.5.

2001 Ed., § 33-108.05.

Section References

This section is referenced in § 29-601.03, § 29-603.03, and § 29-608.04.

Effect of Amendments

The 2013 amendment by D.C. Law 19-210 substituted “activities and affairs” for “business” in (a) and (d).

Editor's Notes

Uniform Law: This section is based on § 805 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.


§ 29–608.06. Partner’s liability to other partners after dissolution.

(a) Except as otherwise provided in subsection (b) of this section and § 29-603.06, after dissolution, a partner shall be liable to the other partners for the partner’s share of any partnership liability incurred under § 29-608.04.

(b) A partner that, with knowledge of the dissolution, incurs a partnership liability under § 29-608.04(2) by an act that is not appropriate for winding up the partnership activities and affairs shall be liable to the partnership for any damage caused to the partnership arising from the liability.


(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(f)(8)(G), 59 DCR 13171.)

Prior Codifications

1981 Ed., § 41-158.6.

2001 Ed., § 33-108.06.

Section References

This section is referenced in § 29-608.09 and § 29-608.11.

Effect of Amendments

The 2013 amendment by D.C. Law 19-210 substituted “activities and affairs” for “business” in (b).

Editor's Notes

Uniform Law: This section is based on § 806 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.


§ 29–608.07. Settlement of accounts and contributions among partners.

(a) In winding up a partnership’s activities and affairs, the assets of the partnership, including the contributions of the partners required by this section, shall be applied to discharge its obligations to creditors, including, to the extent permitted by law, partners who are creditors. Any surplus shall be applied to pay in cash the net amount distributable to partners in accordance with their right to distributions under subsection (b) of this section.

(b) Each partner shall be entitled to a settlement of all partnership accounts upon winding up the partnership activities and affairs. In settling accounts among the partners, profits and losses that result from the liquidation of the partnership assets shall be credited and charged to the partners’ accounts. The partnership shall make a distribution to a partner in an amount equal to any excess of the credits over the charges in the partner’s account. A partner shall contribute to the partnership an amount equal to any excess of the charges over the credits in the partner’s account but excluding from the calculation charges attributable to an obligation for which the partner is not personally liable under § 29-603.06.

(c) If a partner fails to contribute the full amount required under subsection (b) of this section, all of the other partners shall contribute, in the proportions in which those partners share partnership losses, the additional amount necessary to satisfy the partnership obligations for which they are personally liable under § 29-603.06. A partner or partner’s legal representative may recover from the other partners any contributions the partner makes to the extent the amount contributed exceeds that partner’s share of the partnership obligations for which the partner is personally liable under § 29-603.06.

(d) After the settlement of accounts, each partner shall contribute, in the proportion in which the partner shares partnership losses, the amount necessary to satisfy partnership obligations that were not known at the time of the settlement and for which the partner is personally liable under § 29-603.06.

(e) The estate of a deceased partner shall be liable for the partner’s obligation to contribute to the partnership.

(f) An assignee for the benefit of creditors of a partnership or a partner, or a person appointed by a court to represent creditors of a partnership or a partner, may enforce a partner’s obligation to contribute to the partnership.


(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(f)(8)(H), 59 DCR 13171.)

Prior Codifications

1981 Ed., § 41-158.7.

2001 Ed., § 33-108.07.

Section References

This section is referenced in § 29-607.01, § 29-608.03, § 29-609.03, and § 29-610.02.

Effect of Amendments

The 2013 amendment by D.C. Law 19-210 substituted “activities and affairs” for “business” in (a) and (b).

Editor's Notes

Uniform Law: This section is based on § 807 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.


§ 29–608.08. Known claims against dissolved limited liability partnership.

(a) Except as otherwise provided in subsection (d) of this section, a dissolved limited liability partnership may give notice of a known claim under subsection (b) of this section, which has the effect provided in subsection (c) of this section.

(b) A dissolved limited liability partnership may, in a record, notify its known claimants of the dissolution. The notice must:

(1) Specify the information required to be included in a claim;

(2) State that a claim must be in writing and provide a mailing address to which the claim is to be sent;

(3) State the deadline for receipt of a claim, which may not be less than 120 days after the date the notice is received by the claimant;

(4) State that the claim will be barred if it is not received by the deadline; and

(5) Unless the partnership has been throughout its existence a limited liability partnership, state that the barring of a claim against the partnership will also bar any corresponding claim against any partner or person dissociated as a partner which is based on § 29-603.06.

(c) A claim against a dissolved limited liability partnership is barred if the notice requirements of subsection (b) of this section are met and:

(1) The claim is not received by the specified deadline; or

(2) If the claim is timely received but rejected by the limited liability partnership:

(A) The partnership causes the claimant to receive a notice in a record stating that the claim is rejected and will be barred unless the claimant commences an action against the partnership to enforce the claim not later than 90 days after the date the claimant receives the notice; and

(B) The claimant does not commence the required action not later than 90 days after the claimant receives the notice.

(d) This section does not apply to a claim based on an event occurring after the effective date of dissolution or a liability that on that date is contingent.


(Mar. 5, 2013, D.C. Law 19-210, § 2(f)(8)(I), 59 DCR 13171.)

Section References

This section is referenced in § 29-608.09, § 29-608.10, § 29-608.11, and § 29-610.02.

Editor's Notes

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


§ 29–608.09. Other claims against dissolved limited liability partnership.

(a) A dissolved limited liability partnership may publish notice of its dissolution and request persons having claims against the partnership to present them in accordance with the notice.

(b) A notice under subsection (a) of this section must:

(1) Be published at least once in a newspaper of general circulation in the District of Columbia, or, if the principal office is not located in the District of Columbia, in the appropriate court where the partnership’s principal office is or was last located;

(2) Describe the information required to be contained in a claim, state that the claim must be in writing, and provide a mailing address to which the claim is to be sent;

(3) State that a claim against the partnership is barred unless an action to enforce the claim is commenced not later than 3 years after publication of the notice; and

(4) Unless the partnership has been throughout its existence a limited liability partnership, state that if a claim against the partnership is barred, any corresponding claim against any partner or person dissociated as a partner which is based on § 29-603.06 is also barred.

(c) If a dissolved limited liability partnership publishes a notice in accordance with subsection (b) of this section, the claim of each of the following claimants is barred unless the claimant commences an action to enforce the claim against the partnership not later than 3 years after the publication date of the notice:

(1) A claimant that did not receive notice in a record under § 29-608.08;

(2) A claimant whose claim was timely sent to the partnership but not acted on; and

(3) A claimant whose claim is contingent on or based on an event occurring after the effective date of dissolution.

(d) A claim not barred under this section or § 29-608.08(c) may be enforced as follows:

(1) Against a dissolved limited liability partnership, a claim may be enforced to the extent of its undistributed assets;

(2) Except as otherwise provided in § 29-608.10(d), if assets of the partnership have been distributed after dissolution, a claim may be enforced against a partner or transferee to the extent of that person’s proportionate share of the claim or of the partnership’s assets distributed to the partner or transferee after dissolution, whichever is less, but a person’s total liability for all claims under this paragraph may not exceed the total amount of assets distributed to the person after dissolution; and

(3) A claim may be enforced against any person liable on the claim under § 29-603.06, 29-607.03, or 29-608.06.


(Mar. 5, 2013, D.C. Law 19-210, § 2(f)(8)(I), 59 DCR 13171.)

Section References

This section is referenced in § 29-604.05, § 29-608.10, § 29-608.11, and § 29-610.02.

Editor's Notes

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


§ 29–608.10. Court proceedings.

(a) A dissolved limited liability partnership that has published a notice under § 29-608.09 may file an application with the Superior Court, or, if the principal office is not located in the District, an appropriate court where the office of its principal office is located, for a determination of the amount and form of security to be provided for payment of claims that are contingent, have not been made known to the partnership, or are based on an event occurring after the effective date of dissolution but which, based on the facts known to the dissolved partnership, are reasonably expected to arise after the effective date of dissolution. Security is not required for any claim that is or is reasonably anticipated to be barred under § 29-608.08(c).

(b) Not later than 10 days after the filing of an application under subsection (a) of this section, the dissolved limited liability partnership shall give notice of the proceeding to each claimant holding a contingent claim known to the partnership.

(c) In any proceeding under this section, the court may appoint a guardian ad litem to represent all claimants whose identities are unknown. The reasonable fees and expenses of the guardian, including all reasonable expert witness fees, must be paid by the dissolved limited liability partnership.

(d) A dissolved limited liability partnership that provides security in the amount and form ordered by the court under subsection (a) of this section satisfies the partnership’s obligations with respect to claims that are contingent, have not been made known to the partnership, or are based on an event occurring after the effective date of dissolution, and the claims may not be enforced against a partner or transferee who receives assets in liquidation.

(e) This section applies only to a debt, obligation, or liability incurred while a partnership was a limited liability partnership.


(Mar. 5, 2013, D.C. Law 19-210, § 2(f)(8)(I), 59 DCR 13171.)

Section References

This section is referenced in § 29-608.09, § 29-608.11, and § 29-610.02.

Editor's Notes

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


§ 29–608.11. Liability of partner and person dissociated as partner when claim against limited liability partnership is barred.

If a claim against a dissolved limited liability partnership is barred under § 29-608.08(c), 29-608.09(c), or 29-608.10, any corresponding claim under § 29-603.06, 29-607.03, or 29-608.06 is also barred.


(Mar. 5, 2013, D.C. Law 19-210, § 2(f)(8)(I), 59 DCR 13171.)

Editor's Notes

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


§ 29–608.12. Rescinding dissolution.

(a) A partnership may rescind its dissolution, unless a statement of termination applicable to the partnership is effective or the Superior Court has entered an order under § 29-608.01(5) or (6) dissolving the partnership.

(b) Rescinding dissolution under this section requires:

(1) The consent of each partner;

(2) If a statement of dissolution applicable to the partnership has been filed by the Mayor but has not become effective, delivery to the Mayor for filing of a statement of withdrawal under § 29-102.04 applicable to the statement of dissolution; and

(3) If a statement of dissolution applicable to the partnership is effective, the delivery to the Mayor for filing of a statement of correction under § 29-102.05 stating that dissolution has been rescinded under this section.

(c) If a partnership rescinds its dissolution:

(1) The partnership resumes carrying on its activities and affairs as if dissolution had never occurred;

(2) Subject to paragraph (3) of this subsection, any liability incurred by the partnership after the dissolution and before the rescission is effective is determined as if dissolution had never occurred; and

(3) The rights of a third party arising out of conduct in reliance on the dissolution before the third party knew or had notice of the rescission may not be adversely affected.


(Mar. 5, 2013, D.C. Law 19-210, § 2(f)(8)(I), 59 DCR 13171.)

Editor's Notes

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