Code of the District of Columbia

Subchapter X. Limited Liability Partnership.


§ 29–610.01. Statement of qualification.

(a) A partnership may become a limited liability partnership pursuant to this section.

(b) The terms and conditions on which a partnership becomes a limited liability partnership shall be approved by the vote necessary to amend the partnership agreement except, in the case of a partnership agreement that expressly considers obligations to contribute, the vote necessary to amend those provisions.

(c) After the approval required by subsection (b) of this section, a partnership may become a limited liability partnership by delivering to the Mayor for filing a statement of qualification. The statement shall contain:

(1) The name of the partnership, which shall satisfy the requirements of §§ 29-103.01 and 29-103.02(e);

(2) The street address of the partnership’s principal office and, if different, the street address of an office in District, if any;

(3) If the partnership does not have an office in District, the information required by § 29-104.04;

(4) A statement that the partnership elects to be a limited liability partnership; and

(5) A deferred effective date, if any.

(d) The agent of a limited liability partnership for service of process shall be an individual who is a resident of the District or other person authorized to do business in the District.

(e) The status of a partnership as a limited liability partnership shall be effective on the later of the filing of the statement or a date specified in the statement. The status shall remain effective, regardless of changes in the partnership, until it is canceled pursuant to § 29-601.05(d) or revoked pursuant to § 29-106.01(3).

(f) The status of a partnership as a limited liability partnership and the liability of its partners shall not be affected by errors or later changes in the information required to be contained in the statement of qualification under subsection (c) of this section.

(g) The filing of a statement of qualification establishes that a partnership has satisfied all conditions precedent to the qualification of the partnership as a limited liability partnership.

(h) An amendment or cancellation of a statement of qualification shall be effective when it is filed or on a deferred effective date specified in the amendment or cancellation.


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

Prior Codifications

1981 Ed., § 41-160.1.

2001 Ed., § 33-110.01.

Section References

This section is referenced in § 29-601.02, § 29-601.11, § 29-602.01, and § 29-603.06.

Editor's Notes

Uniform Law: This section is based on § 1001 of the Uniform Partnership Act (1997 Act).


§ 29–610.02. Limitations on distributions by limited liability partnership.

(a) A limited liability partnership may not make a distribution, including a distribution under § 29-608.08, if after the distribution:

(1) The limited liability partnership would not be able to pay its debts as they become due in the ordinary course of the partnership’s activities and affairs; or

(2) Except as permitted in the partnership agreement, the limited liability partnership’s total assets would be less than the sum of its total liabilities plus the amount that would be needed, if the partnership were to be dissolved and wound up at the time of the distribution, to satisfy the preferential rights of the partners and transferees upon dissolution and winding up whose preferential rights are superior to the right to receive distributions of the persons receiving the distribution.

(b) A limited liability partnership may base a determination that a distribution is not prohibited under subsection (a) of this section on:

(1) Financial statements prepared on the basis of accounting practices and principles that are reasonable in the circumstances; or

(2) A fair valuation or other method that is reasonable under the circumstances.

(c) Except as otherwise provided in subsection (e) of this section, the effect of a distribution under subsection (a) of this section is measured:

(1) In the case of a distribution as defined in § 29-601.02(3), as of the earlier of the date:

(A) Money or other property is transferred or debt is incurred by the limited liability partnership; or

(B) The person entitled to the distribution ceases to own the interest or rights being acquired by the limited liability partnership in return for the distribution;

(2) In the case of any other distribution of indebtedness, as of the date the indebtedness is distributed; and

(3) In all other cases, as of the date:

(A) The distribution is authorized, if the payment occurs not later than 120 days after that date; or

(B) The payment is made, if the payment occurs more than 120 days after the distribution is authorized.

(d) A limited liability partnership’s indebtedness to a partner or transferee incurred by reason of a distribution made in accordance with this section is at parity with the limited liability company’s indebtedness to its general, unsecured creditors, except to the extent subordinated by agreement.

(e) A limited liability partnership’s indebtedness, including indebtedness issued as a distribution, is not a liability for purposes of subsection (a) of this section if the terms of the indebtedness provide that payment of principal and interest is made only if and to the extent that a payment of a distribution could then be made under this section. If the indebtedness is issued as a distribution, each payment of principal or interest is treated as a distribution, the effect of which is measured on the date the payment is made.

(f) In measuring the effect of a distribution under § 29-608.07, the debts and liabilities of a dissolved limited liability partnership do not include any claim that has been disposed of under § 29-608.08, 29-608.09, or 29-608.10.


(Mar. 5, 2013, D.C. Law 19-210, § 2(f)(10), 59 DCR 13171.)

Section References

This section is referenced in § 29-604.01 and § 29-610.03.

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.


§ 29–610.03. Liability for improper distributions by limited liability partnership.

(a) If a partner of a limited liability partnership consents to a distribution made in violation of § 29-610.02 and in consenting to the distribution fails to comply with § 29-604.07, the partner is personally liable to the partnership for the amount of the distribution which exceeds the amount that could have been distributed pursuant to § 29-610.02.

(b) A person that receives a distribution knowing that the distribution violated of § 29-604.07 is personally liable to the limited liability partnership but only to the extent that the distribution received by the person exceeded the amount that could have been properly paid in accordance with § 29-604.07.

(c) A person against which an action is commenced because the person is liable under subsection (a) of this section may:

(1) Implead any other person that is liable under subsection (a) of this section and seek to enforce a right of contribution from the person; and

(2) Implead any person that received a distribution in violation of subsection (b) of this section and seek to enforce a right of contribution from the person in the amount the person received in violation of subsection (b) of this section.

(d) An action under this section is barred if not commenced not later than 2 years after the distribution.


(Mar. 5, 2013, D.C. Law 19-210, § 2(f)(10), 59 DCR 13171.)

Section References

This section is referenced in § 29-605.03.

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.


§ 29–610.04. Administrative revocation of statement of qualification.

(a) The Mayor may commence a proceeding under subsections (b) and (c) of this section to revoke the statement of qualification of a limited liability partnership administratively if the partnership does not:

(1) Pay any fee, tax, or penalty required to be paid to the Mayor not later than 6 months after it is due;

(2) Deliver a biennial report to the Mayor not later than 6 months after it is due; or

(3) Have a registered agent in this state for 60 consecutive days. “(b) If the Mayor determines that one or more grounds exist for administratively revoking a statement of qualification, the Mayor shall serve the partnership with notice in a record of the Mayor’s determination.

(c) If a limited liability partnership, not later than 60 days after service of the notice is effected under subsection (b) of this section, does not cure or demonstrate to the satisfaction of the Mayor the nonexistence of each ground determined by the Mayor, the Mayor shall administratively revoke the statement of qualification by signing a statement of administrative revocation that recites the grounds for revocation and the effective date of the revocation. The Mayor shall file the statement and serve a copy on the partnership pursuant to § 29-102.10.

(d) An administrative revocation under subsection (c) of this section affects only a partnership’s status as a limited liability partnership and is not an event causing dissolution of the partnership.

(e) The administrative revocation of a statement of qualification of a limited liability partnership does not terminate the authority of its registered agent.


(Mar. 5, 2013, D.C. Law 19-210, § 2(f)(10), 59 DCR 13171.)

Section References

This section is referenced in § 29-610.05.

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.


§ 29–610.05. Reinstatement.

(a) A partnership whose statement of qualification has been revoked administratively under § 29-610.04 may apply to the Mayor for reinstatement of the statement of qualification not later than 2 years after the effective date of the revocation. The application must state:

(1) The name of the partnership at the time of the statement of qualification was administratively revoked, and, if needed, a different name that satisfies §§ 29-103.01 and 29-103.02;

(2) The address of the principal office of the partnership and the name and address of its registered agent;

(3) The effective date of administrative revocation of the partnership’s statement of qualification; and

(4) That the grounds for revocation did not exist or have been cured.

(b) To have its statement of qualification reinstated, a partnership must pay all fees, taxes, and penalties that were due to the Mayor at the time of the administrative revocation and all fees, taxes, and penalties that would have been due to the Mayor while the partnership’s statement of qualification was revoked administratively.

(c) If the Mayor determines that the application contains the information required by subsection (a) of this section, is satisfied that the information is correct, and determines that all payments required to be made to the Mayor by subsection (b) of this section have been made, the Mayor shall:

(1) Cancel the statement of revocation;

(2) Prepare a statement of reinstatement stating the Mayor’s determination and the effective date of reinstatement;

(3) File the statement of reinstatement; and

(4) Serve a copy on the partnership.

(d) When reinstatement under this section is effective:

(1) It relates back to and takes effect as of the effective date of the administrative revocation; and

(2) The partnership’s status as a limited liability partnership continues as if the revocation had never occurred, except for the rights of a person arising out of an act or omission in reliance on the revocation before the person knew or had notice of the reinstatement.


(Mar. 5, 2013, D.C. Law 19-210, § 2(f)(10), 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.


§ 29–610.06. Judicial review of denial of reinstatement.

(a) If the Mayor denies a partnership’s application for reinstatement following administrative revocation of the partnership’s statement of qualification, the Mayor shall serve the partnership with notice in a record that explains the reasons for the denial.

(b) A partnership may seek judicial review of a denial of reinstatement in Superior Court not later than 30 days after service of the notice of denial.


(Mar. 5, 2013, D.C. Law 19-210, § 2(f)(10), 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.