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.)
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 § 101 of the Uniform Limited Partnership Act (2001 Act). See Vol. 6A , Uniform Laws Annotated, Master Edition or ULA Database on Westlaw.
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 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 partner in the partner's capacity as a partner or to a transferee on account of a transferable interest owned by the transferee.
(4) "Foreign limited liability limited partnership" means a foreign limited partnership whose general partners have limited liability for the obligations 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 and required by those laws to have one or more general partners and one or more limited partners. 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
(ii) 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
(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
(ii) 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
(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 limited partnership. The term includes the agreement as amended.
(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) "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.)
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 § 102 of the Uniform Limited Partnership Act (2001 Act). See Vol. 6A , 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;
(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.)
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 § 103 of the Uniform Limited Partnership Act (2001 Act). See Vol. 6A , Uniform Laws Annotated, Master Edition or ULA Database on Westlaw.
(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 organized under this chapter for any lawful purpose.
(c) A limited partnership shall have a perpetual duration.
(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 § 104 of the Uniform Limited Partnership Act (2001 Act). See Vol. 6A , Uniform Laws Annotated, Master Edition or ULA Database on Westlaw.
A limited partnership shall have the powers to do all things necessary or convenient to carry on its activities, 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.)
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 § 105 of the Uniform Limited Partnership Act (2001 Act). See Vol. 6A , Uniform Laws Annotated, Master Edition or ULA Database on Westlaw.
The law of the District shall govern relations among the partners of a limited partnership and between the partners and the limited partnership and the liability of partners as partners for an obligation of the limited partnership.
(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 § 106 of the Uniform Limited Partnership Act (2001 Act). See Vol. 6A , Uniform Laws Annotated, Master Edition or ULA Database on Westlaw.
(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 § 29-701.08 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) Unreasonably reduce the duty of care under § 29-704.08(c);
(7) Eliminate the 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 business as specified in § 29-708.03;
(11) Unreasonably restrict the right 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) Restrict the right of a general partner under § 29-710.06(b) 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; or
(14) Restrict rights under this chapter of a person other than a partner or a transferee.
(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 § 110 of the Uniform Limited Partnership Act (2001 Act). See Vol. 6A , Uniform Laws Annotated, Master Edition or ULA Database on Westlaw.
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) The amount of cash, and a description and statement of the agreed value of the other benefits, contributed 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 wound up.
(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 § 111 of the Uniform Limited Partnership Act (2001 Act). See Vol. 6A , Uniform Laws Annotated, Master Edition or ULA Database on Westlaw.
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.)
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 § 112 of the Uniform Limited Partnership Act (2001 Act). See Vol. 6A , Uniform Laws Annotated, Master Edition or ULA Database on Westlaw.
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.)
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 § 113 of the Uniform Limited Partnership Act (2001 Act). See Vol. 6A , Uniform Laws Annotated, Master Edition or ULA Database on Westlaw.
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.)
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 § 118 of the Uniform Limited Partnership Act (2001 Act). See Vol. 6A , Uniform Laws Annotated, Master Edition or ULA Database on Westlaw.
