D.C. Code § 29-601.01 Short title.
29-601.01. Short title.
This chapter may be cited as the “Uniform Partnership Act of 2010”.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
General Provisions.
D.C. Code div. V, tit. 29, ch. 6, subch. I
in effectD.C. Code § 29-601.02 Definitions.
29-601.02. Definitions.
For the purposes of this chapter, the term:
(1)
“Business” includes every trade, occupation, and profession.
(2)
“Contribution”, except in the phrase “right of contribution”, means property or a benefit described in § 29-604.03 provided by a person to a 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 partnership to person on account of a transferable interest or in a person’s capacity as a partner.
(A)
The term includes:
(i)
A redemption or other purchase by a 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 business or have access to records or other information concerning the partnership’s business; 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)
“Domestic partnership” means a partnership whose internal relations are governed by the laws of the District.
(5)
“Foreign limited liability partnership” means a foreign partnership whose partners have limited liability for the debts, obligations, or other liabilities of the foreign partnership under a provision similar to § 29-603.06(c).
(A)
Is formed under laws other than the laws of the District; and
(B)
Has the status of a limited liability partnership under those laws.
(6)
“Foreign partnership” means an unincorporated entity formed under the law of a jurisdiction other than the District which would be a partnership if formed under the law of the District.
(7)
“Limited liability partnership” or “domestic limited liability partnership” means a partnership that has filed a statement of qualification under § 29-610.01 and does not have a similar statement in effect in any other jurisdiction.
(8)
“Partner” means a person that:
(A)
Has become a partner in a partnership under § 29-604.02 or was a partner in a partnership when the partnership became subject to this chapter under § 29-611.01; and
(B)
Has not dissociated as a partner under § 29-606.01.
(9)
“Partnership” means an association of 2 or more persons to carry on as co-owners a business for profit formed under § 29-602.02, predecessor law, or comparable law of another jurisdiction.
(10)
“Partnership agreement” means the agreement, whether written, oral, or implied, among the partners concerning the partnership, including amendments to the partnership agreement.
(11)
“Partnership at will” means a partnership in which the partners have not agreed to remain partners until the expiration of a definite term or the completion of a particular undertaking.
(12)
“Partnership interest” or “partner’s interest in the partnership” means all of a partner’s interests in the partnership, including the partner’s transferable interest and all management and other rights.
(13)
“Registered foreign limited liability partnership” means a foreign limited liability partnership that is registered to do business in this state pursuant to a statement of registration filed by the Mayor.
(14)
“Surviving partnership” means a domestic or foreign partnership into which one or more domestic or foreign partnerships are merged. A surviving partnership may preexist the merger or be created by the merger.
(15)
“Transferable interest” means the right, as initially owned by a person in the person’s capacity as a partner, to receive distributions from a 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.
(16)
“Transferee” means a person to which all or part of a transferable interest has been transferred, whether or not the transferor is a partner.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(f)(2)(A), 59 DCR 13171.)
D.C. Code § 29-601.03 Knowledge and notice.
29-601.03. 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; or
(3)
Has reason to know it exists from all of the facts known to the person at the time in question.
(c)
A person notifies or gives a notification to another by taking steps reasonably required to inform the other person in ordinary course, whether or not the other person learns of it.
(d)
A person receives a notification when the notification:
(1)
Comes to the person’s attention; or
(2)
Is duly delivered at the person’s place of business or at any other place held out by the person as a place for receiving communications.
(e)
Except as otherwise provided in subsection (f) 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 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. The person exercises reasonable diligence if it maintains reasonable routines for communicating significant information to the individual conducting the transaction 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.
(f)
A partner’s knowledge, notice, or receipt of a notification of a fact relating to the partnership shall be effective immediately as knowledge by notice to, or receipt of a notification by, the partnership, except in the case of a fraud on the partnership committed by or with the consent of that partner.
(g)
A person that is not a partner is deemed:
(1)
To know of a limitation on authority to transfer real property as provided in § 29-603.03(e); and
(2)
To have notice of:
(A)
A partner’s dissociation 90 days after a statement of dissociation under § 29-607.04 becomes effective; and
(B)
A partnership’s:
(i)
Dissolution 90 days after a statement of dissolution under § 29-608.05 becomes effective;
(ii)
Termination 90 days after a statement of termination under § 29-608.02 becomes effective; and
(iii)
Participation in a merger, interest exchange, conversion, or domestication 90 days after articles of merger, interest exchange, conversion, or domestication under Chapter 2 of this title becomes effective.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(f)(2)(B), 59 DCR 13171.)
D.C. Code § 29-601.04 Effect of partnership agreement; nonwaivable provisions.
29-601.04. Effect of partnership agreement; nonwaivable provisions.
(a)
Except as otherwise provided in subsection (b) of this section, relations among the partners and between the partners and the partnership shall be governed by the partnership agreement. 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 the rights and duties under § 29-601.05, except to eliminate the duty to provide copies of statements to all of the partners;
(2)
Unreasonably restrict the right of access to books and records under § 29-604.03(b);
(3)
Eliminate the duty of loyalty under § 29-604.04(b) or § 29-606.03(b)(3), but:
(A)
The partnership agreement may identify specific types or categories of activities that do not violate the duty of loyalty, if not manifestly unreasonable; or
(B)
All of the partners or a number or percentage specified in the partnership agreement may authorize or ratify, after full disclosure of all material facts, a specific act or transaction that otherwise would violate the duty of loyalty;
(4)
Unreasonably reduce the duty of care under § 29-604.04(c) or § 29-606.03(b)(3);
(5)
Eliminate the obligation of good faith and fair dealing under § 29-604.04(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;
(6)
Vary the power to dissociate as a partner under § 29-606.02(a), except to require the notice under § 29-606.01(1) to be in writing;
(7)
Vary the right of a court to expel a partner in the events specified in § 29-606.01(5);
(8)
Vary the requirement to wind up the partnership business in cases specified in § 29-608.01(4), (5), or (6);
(9)
Vary the law applicable to a limited liability partnership under § 29-105.01(a);
(10)
Restrict rights of third parties under this chapter;
(11)
Vary the provisions of § 29-601.10;
(12)
Vary the provisions of § 29-603.07;
(13)
Relieve or exonerate a person from liability for conduct involving bad faith, willful or intentional misconduct, or knowing violation of the law;
(14)
Vary the right of a partner to approve a merger, interest exchange, conversion, or domestication; or
(15)
Vary any requirement, procedure, or other provision of this title pertaining to:
(A)
Registered agents; or
(B)
The Mayor, including provisions pertaining to records authorized or required to be delivered to the Mayor for filing under this title.
(c)
Subject to subsection (b) of this section, 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 the aspects of the duty of loyalty stated in § 29-604.07(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 under subsection (b)(5) 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(f)(2)(C), 59 DCR 13171.)
D.C. Code § 29-601.05 Execution, filing, and recording of statements.
29-601.05. Execution, filing, and recording of statements.
(a)
A statement delivered to the Mayor for filing by a partnership shall be executed by at least 2 partners. Other statements shall be executed by a partner or other person authorized by this chapter.
(b)
A person that delivers a statement to the Mayor for filing pursuant to this section shall promptly send a copy of the statement to every nonfiling partner and to any other person named as a partner in the statement. Failure to send a copy of a statement to a partner or other person shall not limit the effectiveness of the statement as to a person not a partner.
(c)
A statement delivered to the Mayor for filing by a partnership shall be executed by at least 2 partners. Other statements shall be executed by a partner or other person authorized by this chapter An individual who executes a statement shall personally declare under penalty of making false statements that the contents of the statement are accurate.
(d)
A person authorized by this chapter to deliver a statement to the Mayor for filing may amend or cancel the statement by delivering filing an amendment or cancellation to the Mayor for filing that names the partnership, identifies the statement, and states the substance of the amendment or cancellation.
(e)
A person that delivers a statement to the Mayor for filing pursuant to this section shall promptly send a copy of the statement to every nonfiling partner and to any other person named as a partner in the statement. Failure to send a copy of a statement to a partner or other person shall not limit the effectiveness of the statement as to a person not a partner.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(f)(2)(D), 59 DCR 13171.)
D.C. Code § 29-601.06 Governing law.
29-601.06. Governing law.
The internal affairs of a partnership and the liability of a partner as a partner for the debts, obligations, or other liabilities of the partnership are governed by:
(1)
In the case of a limited liability partnership, the law of the District of Columbia; and
(2)
In the case of a partnership that is not a limited liability partnership, the law of the state of the jurisdiction in which the partnership has its principal office.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(f)(2)(E), 59 DCR 13171.)
D.C. Code § 29-601.07 Applicability of act to foreign and interstate commerce.
29-601.07. Applicability of act to foreign and interstate commerce.
(a)
A partnership or limited liability partnership organized and existing under this chapter may conduct its business, carry on its operations, and exercise the powers granted by this chapter in any state, territory, district, or possession of the United States or in any foreign country.
(b)
It is the intent of the Council of the District of Columbia that the legal existence of limited liability partnerships organized in the District be recognized outside the boundaries of the District and that, subject to any reasonable requirement of registration, a District limited liability partnership doing business outside the District be granted full faith and credit.
(c)
The liability of partners in a limited liability partnership organized and existing under this chapter for the debts and obligations of the limited liability partnership, or for the acts or omission of other partners, employees, or representatives of the limited liability partnership, shall at all be times determined solely and exclusively by this chapter and any rules promulgated hereunder.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
D.C. Code § 29-601.08 Partnership agreement; effect on partnership and person becoming partner; preformation agreement.
29-601.08. Partnership agreement; effect on partnership and person becoming partner; preformation agreement.
(a)
A person that becomes a partner of a partnership is deemed to assent to the partnership agreement.
(b)
A partnership is bound by and may enforce the partnership agreement, whether or not the partnership itself has manifested assent to the agreement.
(c)
Two or more persons intending to become the initial partners of a 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(f)(2)(F), 59 DCR 13171.)
D.C. Code § 29-601.09 Partnership agreement; effect on third parties and relationship to records effective on behalf of partnership.
29-601.09. Partnership agreement; effect on third parties and relationship to records effective on behalf of 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 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 § 29-605.04 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 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:
(A)
Imposes a new debt, obligation, or other liability on the transferee or person dissociated as a partner; or
(B)
Prejudices the rights under § 29-607.01 of a person that dissociated as a partner before the amendment was made.
(c)
If a record delivered by a partnership to the Mayor for filing becomes effective under this chapter and contains a provision that would be ineffective under § 29-601.04(b) or (d)(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 partnership to the Mayor for filing becomes effective under this chapter 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(f)(2)(F), 59 DCR 13171.)
D.C. Code § 29-601.10 Signing and filing pursuant to judicial order.
29-601.10. 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 under this chapter 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)
The person to deliver the record to the Mayor for filing; or
(3)
The Mayor to file the record unsigned.
(b)
If a petitioner under subsection (a) of this section is not the partnership or foreign limited liability partnership to which the record pertains, the petitioner shall make the partnership a party to the action.
(c)
A record filed under subsection (a)(3) of this section is effective without being signed.
(Mar. 5, 2013, D.C. Law 19-210, § 2(f)(2)(F), 59 DCR 13171.)
D.C. Code § 29-601.11 Liability for inaccurate information in filed record.
29-601.11. Liability for inaccurate information in filed record.
(a)
If a record delivered to the Mayor for filing under this title 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 partner, if:
(A)
The record was delivered for filing on behalf of the partnership; and
(B)
The partner had notice of the inaccuracy for a reasonably sufficient time before the information was relied upon so that, before the reliance, the partner reasonably could have:
(i)
Effected an amendment under § 29-610.01(h);
(ii)
Filed a petition under § 29-601.10; or
(iii)
Delivered to the Mayor for filing a statement of change under § 29-104.07 or a statement of correction under § 29-102.05.
(b)
An individual who signs a record authorized or required to be filed under this chapter affirms under penalty of making false statements that the information stated in the record is accurate.
(Mar. 5, 2013, D.C. Law 19-210, § 2(f)(2)(F), 59 DCR 13171.)
Source: Council of the District of Columbia (code.dccouncil.gov)URL: https://code.dccouncil.gov/us/dc/council/code/titles/29/chapters/6/subchapters/IFetched: 10/21/2026