(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.)
Editor's NotesApplication of Law 19-210: Section 7 of D.C. Law 19-210 provided that the act shall apply as of January 1, 2012.