This chapter may be cited as the "Uniform Partnership Act of 2010".
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
HISTORICAL AND STATUTORY NOTES
Legislative History of Laws
For history of Law 18-378, see notes under § 29-101.01.
Uniform Law
This section is based on § 1202 of the Uniform Partnership Act (1997 Act). See Vol. 6, Part I , Uniform Laws Annotated, Master Edition or ULA Database on Westlaw.
For the purposes of this chapter, the term:
(1) "Business" includes every trade, occupation, and profession.
(2) "Distribution" means a transfer of money or other property from a partnership to a partner in the partner's capacity as a partner or to the partner's transferee.
(3) "Domestic partnership" means a partnership whose internal relations are governed by the laws of the District.
(4) "Foreign limited liability partnership" means a partnership that:
(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.
(5) "Foreign partnership" means a partnership other than a domestic partnership.
(6) "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.
(7) "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.
(8) "Partnership agreement" means the agreement, whether written, oral, or implied, among the partners concerning the partnership, including amendments to the partnership agreement.
(9) "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.
(10) "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.
(11) "Statement" means a statement of partnership authority under § 29- 603.03, a statement of denial under § 29-603.04, a statement of dissociation under § 29-607.04, a statement of dissolution under § 29-608.05, a statement of merger under § 29-609.04, a statement of qualification under § 29-610.01, a foreign registration statement under § 29-105.03, or an amendment or cancellation of any of the foregoing.
(12) "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.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
HISTORICAL AND STATUTORY NOTES
Prior Codifications
2001 Ed., § 33-101.01.
1981 Ed., § 41-151.1.
Legislative History of Laws
For history of Law 18-378, see notes under § 29-101.01.
Uniform Law
This section is based on § 101 of the Uniform Partnership Act (1997 Act). See Vol. 6, Part I , Uniform Laws Annotated, Master Edition or ULA Database on Westlaw.
(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.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
HISTORICAL AND STATUTORY NOTES
Prior Codifications
2001 Ed., § 33-101.02.
1981 Ed., § 41-151.2.
Legislative History of Laws
For history of Law 18-378, see notes under § 29-101.01.
Uniform Law
This section is based on § 102 of the Uniform Partnership Act (1997 Act). See Vol. 6, Part I , Uniform Laws Annotated, Master Edition or ULA Database on Westlaw.
(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) The 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); or
(10) Restrict rights of third parties under this chapter.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
HISTORICAL AND STATUTORY NOTES
Prior Codifications
2001 Ed., § 33-101.03.
1981 Ed., § 41-151.3.
Legislative History of Laws
For history of Law 18-378, see notes under § 29-101.01.
Uniform Law
This section is based on § 103 of the Uniform Partnership Act (1997 Act). See Vol. 6, Part I , Uniform Laws Annotated, Master Edition or ULA Database on Westlaw.
(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 perjury 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.)
HISTORICAL AND STATUTORY NOTES
Prior Codifications
2001 Ed., § 33-101.05.
1981 Ed., § 41-151.5.
Legislative History of Laws
For history of Law 18-378, see notes under § 29-101.01.
Uniform Law
This section is based on § 105 of the Uniform Partnership Act (1997 Act). See Vol. 6, Part I , Uniform Laws Annotated, Master Edition or ULA Database on Westlaw.
(a) Except as otherwise provided in subsection (b) of this section or § 29- 611.01(a), the law of the jurisdiction in which a partnership has its principal office shall govern relations among the partners and between the partners and the partnership.
(b) The law of District of Columbia shall govern relations among the partners and between the partners and the partnership and the liability of partners for an obligation of a limited liability partnership.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
HISTORICAL AND STATUTORY NOTES
Prior Codifications
2001 Ed., § 33-101.06.
1981 Ed., § 41-151.6.
Legislative History of Laws
For history of Law 18-378, see notes under § 29-101.01.
Uniform Law
This section is based on § 106 of the Uniform Partnership Act (1997 Act). See Vol. 6, Part I , Uniform Laws Annotated, Master Edition or ULA Database on Westlaw.
(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.)
HISTORICAL AND STATUTORY NOTES
Prior Codifications
2001 Ed., § 33-111.06.
1981 Ed., § 41-161.6.
Legislative History of Laws
For history of Law 18-378, see notes under § 29-101.01.
