Code of the District of Columbia

Subchapter I. General Provisions.


§ 29–701.01. Short title.

This chapter may be cited as the “Uniform Limited Partnership Act of 2010”.


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

Editor's Notes

Uniform Law: This section is based on § 101 of the Uniform Limited Partnership Act (2001 Act).


§ 29–701.02. Definitions.

For the purposes of this chapter, the term:

(1) “Certificate of limited partnership” means the certificate required by § 29-702.01. The term includes the certificate as amended or restated.

(2) “Contribution”, except in the phrase “right of contribution”, means any benefit described in § 29-705.01 provided by a person to a limited partnership to become a partner or in the person’s capacity as a partner.

(3) “Distribution” means a transfer of money or other property from a limited partnership to a person on account of a transferable interest or in the person’s capacity as a partner.

(A) The term includes:

(i) A redemption or other purchase by a limited partnership of a transferable interest; and

(ii) A transfer to a partner in return for the partner's relinquishment of any right to participate as a partner in the management or conduct of the partnership's activities and affairs or to have access to records or other information concerning the partnership's activities and affairs; and

(B) The term does not include amounts constituting reasonable compensation for present or past service or payments made in the ordinary course of business under a bona fide retirement plan or other bona fide benefits program.

(4) “Foreign limited liability limited partnership” means a foreign limited partnership whose general partners have limited liability for the debts, obligations, or other liabilities of the foreign limited partnership under a provision similar to § 29-704.04(c).

(5) “Foreign limited partnership” means a partnership formed under the laws of a jurisdiction other than the District which would be a limited partnership if formed under the laws of the District. The term includes a foreign limited liability limited partnership.

(6) “General partner” means:

(A) With respect to a limited partnership, a person that:

(i) Becomes a general partner under § 29-704.01; or was a general partner in a limited partnership when the limited partnership became subject to this chapter under § 29-711.01(a) or (b); and

(ii) Has not dissociated as a general partner under § 29-706.03[; and]

(B) With respect to a foreign limited partnership, a person that has rights, powers, and obligations similar to those of a general partner in a limited partnership.

(7) “Limited liability limited partnership”, except in the phrase “foreign limited liability limited partnership”, means a limited partnership whose certificate of limited partnership states that the limited partnership is a limited liability limited partnership.

(8) “Limited partner” means:

(A) With respect to a limited partnership, a person that:

(i) Becomes a limited partner under § 29-703.01; or was a limited partner in a limited partnership when the limited partnership became subject to this chapter under § 29-711.01(a) or (b); and

(ii) Has not dissociated as a limited partner under § 29-706.01[; and]

(B) With respect to a foreign limited partnership, a person that has rights, powers, and obligations similar to those of a limited partner in a limited partnership.

(9) “Limited partnership”, except in the phrases “foreign limited partnership” and “foreign limited liability limited partnership”, or “domestic limited partnership”, means an entity, having one or more general partners and one or more limited partners, which is formed under this chapter by 2 or more persons or becomes subject to this chapter under subchapter X of this chapter, Chapter 2 of this title, or § 29-711.01(a) or (b). The term includes a limited liability limited partnership.

(10) “Partner” means a limited partner or general partner.

(11) “Partnership agreement” means the partners’ agreement, whether oral, implied, in a record, or in any combination, concerning the matters described in § 29-701.07. The term includes the agreement as amended or restated.

(12) “Person dissociated as a general partner” means a person dissociated as a general partner of a limited partnership.

(13) “Required information” means the information that a limited partnership is required to maintain under § 29-701.08.

(14) “Transferable interest” means the right, as initially owned by a person in the person’s capacity as a partner, to receive distributions from a limited partnership in accordance with the partnership agreement, whether or not the person remains a partner or continues to own any part of the right. The term applies to any fraction of the interest, by whomever owned.

(15) “Transferee” means a person to which all or part of a transferable interest has been transferred, whether or not the transferor is a partner. The term includes a person that owns a transferable interest under § 29-706.02(a)(3) or § 29-706.05(a)(5).


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

Section References

This section is referenced in § 29-705.08.

Effect of Amendments

The 2013 amendment by D.C. Law 19-210 rewrote the section.

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.

Uniform Law: This section is based on § 102 of the Uniform Limited Partnership Act (2001 Act).


§ 29–701.03. Knowledge and notice.

(a) A person knows a fact if the person has actual knowledge of it.

(b) A person has notice of a fact if the person:

(1) Knows of it;

(2) Has received a notification of it;

(3) Has reason to know it exists from all of the facts known to the person at the time in question; or

(4) Has notice of it under subsection (c) or (d) of this section.

(c) A certificate of limited partnership on file in the office of the Mayor shall be notice that the partnership is a limited partnership and the persons designated in the certificate as general partners are general partners. Except as otherwise provided in subsection (d) of this section, the certificate shall not be notice of any other fact.

(d) A person has notice of:

(1) Another person’s dissociation as a general partner, 90 days after the effective date of an amendment to the certificate of limited partnership which states that the other person has dissociated or 90 days after the effective date of a statement of dissociation pertaining to the other person, whichever occurs first;

(2) A limited partnership’s dissolution, 90 days after the effective date of an amendment to the certificate of limited partnership stating that the limited partnership is dissolved;

(3) A limited partnership’s termination, 90 days after the effective date of a statement of termination;

(4) A limited partnership’s conversion or domestication under Chapter 2 of this title, 90 days after the effective date of the statement of conversion or domestication;

(5) A merger under subchapter X of this chapter, 90 days after the effective date of the articles of merger; and

(6) A merger or interest exchange under Chapter 2 of this title, 90 days after the effective date of the statement of merger or interest exchange.

(e) A person notifies or gives a notification to another person by taking steps reasonably required to inform the other person in ordinary course, whether or not the other person learns of it.

(f) A person receives a notification when the notification:

(1) Comes to the person’s attention; or

(2) Is delivered at the person’s place of business or at any other place held out by the person as a place for receiving communications.

(g) Except as otherwise provided in subsection (h) of this section, a person other than an individual knows, has notice, or receives a notification of a fact for purposes of a particular transaction when the individual conducting the transaction for the person knows, has notice, or receives a notification of the fact, or in any event when the fact would have been brought to the individual’s attention if the person had exercised reasonable diligence. A person other than an individual exercises reasonable diligence if it maintains reasonable routines for communicating significant information to the individual conducting the transaction for the person and there is reasonable compliance with the routines. Reasonable diligence shall not require an individual acting for the person to communicate information unless the communication is part of the individual’s regular duties or the individual has reason to know of the transaction and that the transaction would be materially affected by the information.

(h) A general partner’s knowledge, notice, or receipt of a notification of a fact relating to the limited partnership shall be effective immediately as knowledge of, notice to, or receipt of a notification by the limited partnership, except in the case of a fraud on the limited partnership committed by or with the consent of the general partner. A limited partner’s knowledge, notice, or receipt of a notification of a fact relating to the limited partnership shall not be effective as knowledge of, notice to, or receipt of a notification by the limited partnership.


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

Section References

This section is referenced in § 29-704.02.

Editor's Notes

Uniform Law: This section is based on § 103 of the Uniform Limited Partnership Act (2001 Act).


§ 29–701.04. Nature, purpose, and duration of entity.

(a) A limited partnership is an entity distinct from its partners. A limited partnership is the same entity regardless of whether its certificate states that the limited partnership is a limited liability limited partnership.

(b) A limited partnership may be formed under this chapter for any lawful purpose, regardless of whether for profit.

(c) A limited partnership shall have a perpetual duration.


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

Section References

This section is referenced in § 29-711.01.

Effect of Amendments

The 2013 amendment by D.C. Law 19-210, in (b), substituted “formed” for “organized” and added “regardless of whether for profit.”

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.

Uniform Law: This section is based on § 104 of the Uniform Limited Partnership Act (2001 Act).


§ 29–701.05. Powers.

A limited partnership shall have the powers to do all things necessary or convenient to carry on its activities or affairs, including the power to sue, be sued, and defend in its own name and to maintain an action against a partner for harm caused to the limited partnership by a breach of the partnership agreement or violation of a duty to the partnership.


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

Section References

This section is referenced in § 29-701.07.

Effect of Amendments

The 2013 amendment by D.C. Law 19-210 substituted “activities or affairs” for “activities.”

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.

Uniform Law: This section is based on § 105 of the Uniform Limited Partnership Act (2001 Act).


§ 29–701.06. Governing law.

The law of the District governs the internal affairs of a limited partnership and the liability of a partner for the debts, obligations, or other liabilities of a limited partnership.


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

Section References

This section is referenced in § 29-701.07.

Effect of Amendments

The 2013 amendment by D.C. Law 19-210 rewrote the section.

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.

Uniform Law: This section is based on § 106 of the Uniform Limited Partnership Act (2001 Act).


§ 29–701.07. Effect of partnership agreement; nonwaivable provisions.

(a) Except as otherwise provided in subsection (b) of this section, the partnership agreement shall govern relations among the partners and between the partners and the partnership. To the extent the partnership agreement does not otherwise provide, this chapter shall govern relations among the partners and between the partners and the partnership.

(b) A partnership agreement shall not:

(1) Vary a limited partnership’s power under § 29-701.05 to sue, be sued, and defend in its own name;

(2) Vary the law applicable to a limited partnership under § 29-701.06;

(3) Vary the requirements of § 29-702.04;

(4) Vary the information required under § 29-701.10 or unreasonably restrict the right to information under § 29-703.04 or § 29-704.07, but the partnership agreement may impose reasonable restrictions on the availability and use of information obtained under those sections and may define appropriate remedies, including liquidated damages, for a breach of any reasonable restriction on use;

(5) Eliminate the duty of loyalty under § 29-704.08, but the partnership agreement may:

(A) Identify specific types or categories of activities that do not violate the duty of loyalty, if not manifestly unreasonable; and

(B) Specify the number or percentage of partners which may authorize or ratify, after full disclosure to all partners of all material facts, a specific act or transaction that otherwise would violate the duty of loyalty;

(6) Relieve or exonerate a person from liability for conduct involving bad faith, willful misconduct, or recklessness;

(7) Eliminate the contractual obligation of good faith and fair dealing under §§ 29-703.05(b) and 29-704.08(d), but the partnership agreement may prescribe the standards by which the performance of the obligation is to be measured, if the standards are not manifestly unreasonable;

(8) Vary the power of a person to dissociate as a general partner under § 29-706.04(a), except to require that the notice under § 29-706.03(1) be in a record;

(9) Vary the power of a court to decree dissolution in the circumstances specified in § 29-708.02;

(10) Vary the requirement to wind up the partnership’s activities and affairs as specified in § 29-708.03;

(11) Unreasonably restrict the right of a partner to maintain an action under subchapter IX of this chapter;

(12) Restrict the right of a partner:

(A) Under § 29-710.06(a) to approve a merger; or

(B) Under Chapter 2 of this title to approve a merger, interest exchange, conversion, or domestication;

(13) Relieve or exonerate a person from liability for conduct involving bad faith, willful or intentional misconduct, or knowing violation of the law;

(14) Restrict rights under this chapter of a person other than a partner or a transferee;

(15) Vary the right of a general partner under § 29-704.06(b)(2) to consent to an amendment to the certificate of limited partnership which deletes a statement that the limited partnership is a limited liability limited partnership;

(16) Vary the provisions of § 29-709.06, except that the partnership agreement may provide that the partnership may not have a special litigation committee;

(17) Vary any requirement, procedure, or other provision of this title pertaining to:

(B) The Mayor, including provisions pertaining to records authorized or required to be delivered to the Mayor for filing under this title.

(A) Registered agents; or

(c) Subject to subsection (b) of this section, but without limiting other terms that may be included in a partnership agreement, the following rules apply:

(1) The partnership agreement may specify the method by which a specific act or transaction that would otherwise violate the duty of loyalty may be authorized or ratified by one or more disinterested and independent persons after full disclosure of all material facts.

(2) If not manifestly unreasonable, the partnership agreement may:

(A) Restrict or eliminate aspects of the duty of loyalty stated in § 29- 704.08(b);

(B) Identify specific types or categories of activities and affairs that do not violate the duty of loyalty;

(C) Alter the duty of care, but may not authorize willful or intentional misconduct or knowing violation of law; and

(D) Alter or eliminate any other fiduciary duty.

(d) The court shall decide as a matter of law any claim made under subsection (b)(7) or (c)(2) of this section that a term of a partnership agreement is manifestly unreasonable. The court:

(1) Shall make its determination as of the time the challenged term became part of the partnership agreement and by considering only circumstances existing at that time; and

(2) May invalidate the term only if, in light of the purposes, activities, and affairs of the limited partnership, it is readily apparent that:

(A) The objective of the term is unreasonable; or

(B) The term is an unreasonable means to achieve the provision’s objective.


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

Section References

This section is referenced in § 29-701.02, § 29-701.09, § 29-702.01, and § 29-704.09.

Effect of Amendments

The 2013 amendment by D.C. Law 19-210 rewrote (b); and added (c) and (d).

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.

Uniform Law: This section is based on § 110 of the Uniform Limited Partnership Act (2001 Act).


§ 29–701.08. Partnership agreement; effect on limited partnership and person becoming partner; preformation agreement.

(a) A limited partnership is bound by and may enforce the partnership agreement, whether or not the partnership has itself manifested assent to the partnership agreement.

(b) A person that becomes a partner of a limited partnership is deemed to assent to the partnership agreement.

(c) Two or more persons intending to become the initial partners of a limited partnership may make an agreement providing that upon the formation of the partnership the agreement will become the partnership agreement.


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

Section References

This section is referenced in § 29-701.02.

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.

Section 2(g)(2)(F) of D.C. Law 19-210 redesignated former § 20-701.08 as § 29-701.10.


§ 29–701.09. Partnership agreement; effect on third parties and relationship to records effective on behalf of limited partnership.

(a) A partnership agreement may specify that its amendment requires the approval of a person that is not a party to the agreement or the satisfaction of a condition. An amendment is ineffective if its adoption does not include the required approval or satisfy the specified condition.

(b) The obligations of a limited partnership and its partners to a person in the person’s capacity as a transferee or person dissociated as a partner are governed by the partnership agreement. Subject only to a court order issued under § 29-707.03(b)(2) to effectuate a charging order, an amendment to the partnership agreement made after a person becomes a transferee or is dissociated as a partner:

(1) Is effective with regard to any debt, obligation, or other liability of the limited partnership or its partners to the person in the person’s capacity as a transferee or person dissociated as a partner; and

(2) Is not effective to the extent the amendment imposes a new debt, obligation, or other liability on the transferee or person dissociated as a partner.

(c) If a record delivered by a limited partnership to the Mayor for filing becomes effective and contains a provision that would be ineffective under § 29-701.07(b) or (c)(2) if contained in the partnership agreement, the provision is ineffective in the record.

(d) Subject to subsection (c) of this section, if a record delivered by a limited partnership to the Mayor for filing becomes effective and conflicts with a provision of the partnership agreement:

(1) The agreement prevails as to partners, persons dissociated as partners, and transferees; and

(2) The record prevails as to other persons to the extent they reasonably rely on the record.


(Mar. 5, 2013, D.C. Law 19-210, § 2(g)(2)(G), 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.

Section 2(g)(2)(F) of D.C. Law 19-210 redesignated former § 20-701.09 as § 29-701.11.


§ 29–701.10. Required information.

A limited partnership shall maintain at its principal office the following information:

(1) A current list in a record showing the full name and last known street and mailing address of each partner, separately identifying the general partners, in alphabetical order, and the limited partners, in alphabetical order;

(2) A copy of the initial certificate of limited partnership and all amendments to and restatements of the certificate, together with signed copies of any powers of attorney under which any certificate, amendment, or restatement has been signed;

(3) A copy of any articles of merger filed under subchapter X of this chapter and of any statement of merger, interest exchange, conversion, or domestication filed under Chapter 2 of this title;

(4) A copy of the limited partnership’s federal, state, and local income tax returns and reports, if any, for the 3 most recent years;

(5) A copy of any partnership agreement made in a record and any amendment made in a record to any partnership agreement;

(6) A copy of any financial statement of the limited partnership for the 3 most recent years;

(7) A copy of the 3 most recent biennial reports delivered by the limited partnership to the Mayor pursuant to § 29-102.11;

(8) A copy of any record made by the limited partnership during the past 3 years of any consent given by or vote taken of any partner pursuant to this chapter or the partnership agreement; and

(9) Unless contained in a partnership agreement made in a record, a record stating:

(A) A description of the agreed value of contributions other than money made and agreed to be contributed by each partner;

(B) The times at which, or events on the happening of which, any additional contributions agreed to be made by each partner are to be made;

(C) For any person that is both a general partner and a limited partner, a specification of what transferable interest the person owns in each capacity; and

(D) Any events upon the happening of which the limited partnership is to be dissolved and its activities or affairs wound up.


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

Section References

This section is referenced in § 29-701.07.

Effect of Amendments

The 2013 amendment by D.C. Law 19-210 redesignated former § 29-701.08 as § 29-701.10; and substituted “A description of the agreed value of contributions other than money made” for “The amount of cash, and a description and statement of the agreed value of the other benefits, contributed” in (9)(A); and substituted “activities or affairs” for “activities” in (9)(D).

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.

Section 2(g)(2)(F) of D.C. Law 19-210 redesignated former § 20-701.10 as § 29-701.12.

Uniform Law: This section is based on § 111 of the Uniform Limited Partnership Act (2001 Act).


§ 29–701.11. Business transactions of partner with partnership.

A partner may lend money to and do other business with the limited partnership and has the same rights and obligations with respect to the loan or other transaction as a person that is not a partner.


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

Effect of Amendments

The 2013 amendment by D.C. Law 19-210 redesignated former § 29-701.09 as § 29-701.11.

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.

Section 2(g)(2)(F) of D.C. Law 19-210 redesignated former § 20-701.11 as § 29-701.13.

Uniform Law: This section is based on § 112 of the Uniform Limited Partnership Act (2001 Act).


§ 29–701.12. Dual capacity.

A person may be both a general partner and a limited partner. A person that is both a general and limited partner shall have the rights, powers, duties, and obligations provided by this chapter and the partnership agreement in each of those capacities. When the person acts as a general partner, the person shall be subject to the obligations, duties, and restrictions under this chapter and the partnership agreement for general partners. When the person acts as a limited partner, the person shall be subject to the obligations, duties, and restrictions under this chapter and the partnership agreement for limited partners.


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

Effect of Amendments

The 2013 amendment by D.C. Law 19-210 redesignated former § 29-701.10 as § 29-701.12.

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.

Uniform Law: This section is based on § 113 of the Uniform Limited Partnership Act (2001 Act).


§ 29–701.13. Consent and proxies of partners.

Action requiring the consent of partners under this chapter may be taken without a meeting, and a partner may appoint a proxy to consent or otherwise act for the partner by signing an appointment record, either personally or by the partner’s attorney in fact.


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

Effect of Amendments

The 2013 amendment by D.C. Law 19-210 redesignated former § 29-701.11 as § 29-701.13.

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.

Uniform Law: This section is based on § 118 of the Uniform Limited Partnership Act (2001 Act).