Restrictions on approval of mergers and on relinquishing limited liability limited partnership status.
D.C. Code § 29-710.06
in effect29-710.06. Restrictions on approval of mergers and on relinquishing limited liability limited partnership status.
(a)
If a partner of a constituent limited partnership will have personal liability with respect to any organization as a result of a merger, approval and amendment of a plan of merger shall be ineffective without the consent of that partner, unless:
(1)
The limited partnership’s partnership agreement provides for the approval of the merger with the consent of less than all the partners; and
(2)
The partner has consented to the provision of the partnership agreement.
(b)
An amendment to a certificate of limited partnership which deletes a statement that the limited partnership is a limited liability limited partnership shall be ineffective without the consent of each general partner unless:
(1)
The limited partnership’s partnership agreement provides for the amendment with the consent of less than all the general partners; and
(2)
Each general partner that does not consent to the amendment has consented to the provision of the partnership agreement.
(c)
A partner shall not give the consent required by subsection (a) or (b) of this section merely by consenting to a provision of the partnership agreement which permits the partnership agreement to be amended with the consent of fewer than all the partners.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Source: Council of the District of Columbia (code.dccouncil.gov)URL: https://code.dccouncil.gov/us/dc/council/code/sections/29-710.06Fetched: 10/21/2026