Code of the District of Columbia

Subchapter II. Formation; Certificate of Limited Partnership and Other Filings.


§ 29–702.01. Formation of limited partnership; certificate of limited partnership.

(a) In order for a limited partnership to be formed, a certificate of limited partnership shall be delivered to the Mayor for filing. The certificate shall state:

(1) The name of the limited partnership, which shall comply with §§ 29-103.01 and 29-103.02(d);

(2) The information required by § 29-104.04;

(3) The name and the street and mailing address of each general partner and the limited partnership’s principal office;

(4) Whether the limited partnership is a limited liability limited partnership; and

(5) Any additional information required by subchapter X of this chapter.

(b) A certificate of limited partnership may also contain any other matters but may not vary or otherwise affect the provisions specified in § 29-701.07(b) in a manner inconsistent with that section.

(c) If there has been substantial compliance with subsection (a) of this section, subject to subchapter II of Chapter 1 of this title, a limited partnership is formed when:

(1) The certificate of limited partnership has become effective:

(2) At least 2 persons have become partners;

(3) At least one person has become a general partner; and

(4) At least one person has become a limited partner.

(d) Subject to subsection (b) of this section, if any provision of a partnership agreement is inconsistent with the filed certificate of limited partnership, or with a filed statement of dissociation, termination, or change, or with filed articles of merger, or with a statement of merger, interest exchange, conversion, or domestication filed under Chapter 2 of this title:

(1) The partnership agreement shall prevail as to partners and transferees; and

(2) The filed document shall prevail as to persons, other than partners and transferees, that reasonably rely on the filed record to their detriment.


(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(g)(3)(A), 59 DCR 13171.)

Section References

This section is referenced in § 29-101.06, § 29-701.02, and § 29-711.01.

Effect of Amendments

The 2013 amendment by D.C. Law 19-210 substituted “general partner and the limited partnership’s principal office” for “general partner” in (a)(3); and rewrote (c).

Editor's Notes

Uniform Law: This section is based on § 201 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.


§ 29–702.02. Amendment or restatement of certificate.

(a) To amend its certificate of limited partnership, a limited partnership shall deliver to the Mayor for filing an amendment stating:

(1) The name of the limited partnership;

(2) The date of filing of its initial certificate; and

(3) The changes the amendment makes to the certificate as most recently amended or restated.

(b) A limited partnership shall promptly deliver to the Mayor for filing an amendment to a certificate of limited partnership to reflect the:

(1) Admission of a new general partner;

(2) Dissociation of a person as a general partner; or

(3) Appointment of a person to wind up the limited partnership’s activities or affairs under § 29-708.03(c) or (d).

(c) A general partner that knows that any information in a filed certificate of limited partnership was inaccurate when the certificate was filed or has become inaccurate due to changed circumstances shall promptly:

(1) Cause the certificate to be amended; or

(2) If appropriate, deliver to the Mayor for filing a statement of correction pursuant to § 29-102.05 or § 29-104.07.

(d) A certificate of limited partnership may be amended at any time for any other proper purpose as determined by the limited partnership.

(e) A restated certificate of limited partnership may be delivered to the Mayor for filing in the same manner as an amendment.

(f) Subject to § 29-102.03, an amendment or restated certificate shall be effective when filed by the Mayor.

(g) A certificate of limited partnership may also be amended by filing articles of merger under subchapter X of this chapter or a statement of merger, interest exchange, conversion, or domestication under Chapter 2 of this title.


(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(g)(3)(B), 59 DCR 13171.)

Section References

This section is referenced in § 29-702.06.

Effect of Amendments

The 2013 amendment by D.C. Law 19-210 substituted “activities or affairs” for “activities” in (b)(3); and substituted “inaccurate” for “false” in (c).

Editor's Notes

Uniform Law: This section is based on § 202 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.


§ 29–702.03. Statement of termination.

A dissolved limited partnership that has completed winding up may deliver to the Mayor for filing a statement of termination that states:

(1) The name of the limited partnership;

(2) The date of filing of its initial certificate of limited partnership; and

(3) Any other information as determined by the general partners filing the statement or by a person appointed pursuant to § 29-708.03(c) or (d).


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

Section References

This section is referenced in § 29-708.03.

Editor's Notes

Uniform Law: This section is based on § 203 of the Uniform Limited Partnership Act (2001 Act).


§ 29–702.04. Signing of records.

(a) Each record delivered to the Mayor for filing pursuant to this chapter shall be signed in the following manner:

(1) An initial certificate of limited partnership shall be signed by all general partners listed in the certificate.

(2) An amendment adding or deleting a statement that the limited partnership is a limited liability limited partnership shall be signed by all general partners listed in the certificate.

(3) An amendment designating as general partner a person admitted under § 29-708.01(3)(B) following the dissociation of a limited partnership’s last general partner shall be signed by that person.

(4) An amendment required by § 29-708.03(c) following the appointment of a person to wind up the dissolved limited partnership’s activities or affairs shall be signed by that person.

(5) Any other amendment shall be signed by:

(A) At least one general partner listed in the certificate;

(B) Each other person designated in the amendment as a new general partner; and

(C) Each person that the amendment indicates has dissociated as a general partner, unless:

(i) The person is deceased or a guardian or general conservator has been appointed for the person and the amendment so states; or

(ii) The person has previously delivered to the Mayor for filing a statement of dissociation.

(6) A restated certificate of limited partnership shall be signed by at least one general partner listed in the certificate, and, to the extent the restated certificate effects a change under any other paragraph of this subsection, the certificate shall be signed in a manner that satisfies that paragraph.

(7) A statement of termination shall be signed by all general partners listed in the certificate or, if the certificate of a dissolved limited partnership lists no general partners, by the person appointed pursuant to § 29-708.03(c) or (d) to wind up the dissolved limited partnership’s activities or affairs.

(8) Articles of merger shall be signed as provided in § 29-710.04(a).

(9) Any other record delivered on behalf of a limited partnership to the Mayor for filing shall be signed by at least one general partner listed in the certificate.

(10) A statement by a person pursuant to § 29-706.05(a)(4) stating that the person has dissociated as a general partner shall be signed by that person.

(11) A statement of withdrawal by a person pursuant to § 29-703.06 shall be signed by that person.

(12) A record delivered on behalf of a foreign limited partnership to the Mayor for filing shall be signed by at least one general partner of the foreign limited partnership.

(13) Any other record delivered on behalf of any person to the Mayor for filing shall be signed by that person.

(b) Any person may sign by an attorney in fact any record to be filed pursuant to this chapter.

(c) Each record delivered to the Mayor for filing pursuant to Chapter 2 of this title shall be signed by each general partner listed in the certificate of limited partnership.


(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(g)(3)(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” in (a)(4) and (a)(7).

Editor's Notes

Uniform Law: This section is based on § 204 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.


§ 29–702.05. Signing and filing pursuant to judicial order.

(a) If a person required by this chapter to sign a record or deliver a record to the Mayor for filing does not do so, any other person that is aggrieved may petition the Superior Court to order:

(1) The person to sign the record;

(2) Deliver the record to the Mayor for filing; or

(3) The Mayor to file the record unsigned.

(b) If the person aggrieved under subsection (a) of this section is not the limited partnership or foreign limited partnership to which the record pertains, the aggrieved person shall make the limited partnership or foreign limited partnership a party to the action. A person aggrieved under subsection (a) of this section may seek the remedies provided in subsection (a) of this section in the same action in combination or in the alternative.

(c) A record filed unsigned pursuant to this section shall be effective without being signed.


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

Section References

This section is referenced in § 29-702.06.

Editor's Notes

Uniform Law: This section is based on § 205 of the Uniform Limited Partnership Act (2001 Act).


§ 29–702.06. Liability for inaccurate information in filed record.

(a) If a record delivered to the Mayor for filing under this chapter and filed by the Mayor contains inaccurate information, a person that suffers loss by reliance on the information may recover damages for the loss from:

(1) A person that signed the record, or caused another to sign it on the person’s behalf, and knew the information to be inaccurate at the time the record was signed; and

(2) A general partner that has notice that the information was inaccurate when the record was filed or has become inaccurate because of changed circumstances, if the general partner has notice for a reasonably sufficient time before the information is relied upon to enable the general partner to effect an amendment under § 29-702.02, file a petition pursuant to § 29-702.05, or deliver to the Mayor for filing a statement of change pursuant to § 29-104.07 or a statement of correction pursuant to § 29-102.05.

(b) Signing a record authorized or required to be filed under this chapter shall constitute an affirmation under the penalties of making false statements that the facts stated in the record are true.


(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(g)(3)(D), 59 DCR 13171.)

Effect of Amendments

The 2013 amendment by D.C. Law 19-210 substituted “inaccurate” for “false” in (a) and in the section heading; and substituted “making false statements” for “perjury” in (b).

Editor's Notes

Uniform Law: This section is based on § 208 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.