Except as otherwise provided in § 29-708.02, a limited partnership is dissolved, and its activities and affairs shall be wound up, only upon the occurrence of any of the following:
(1) The happening of an event specified in the partnership agreement;
(2) The consent of all general partners and of limited partners owning a majority of the rights to receive distributions as limited partners at the time the consent is to be effective;
(3) After the dissociation of a person as a general partner:
(A) If the limited partnership has at least one remaining general partner, the consent to dissolve the limited partnership given within 90 days after the dissociation by partners owning a majority of the rights to receive distributions as partners at the time the consent is to be effective; or
(B) If the limited partnership does not have a remaining general partner, the passage of 90 days after the dissociation, unless before the end of the period:
(i) Consent to continue the activities and affairs of the limited partnership and admit at least one general partner is given by limited partners owning a majority of the rights to receive distributions as limited partners at the time the consent is to be effective; and
(ii) At least one person is admitted as a general partner in accordance with the consent;
(4) The passage of 90 days after the dissociation of the limited partnership’s last limited partner, unless before the end of the period the limited partnership admits at least one limited partner; or
(5) The signing and filing of a certificate of dissolution by the Mayor under § 29-106.02.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(g)(9)(A), 59 DCR 13171.)
Section ReferencesThis section is referenced in § 29-702.04, § 29-703.01, § 29-704.01, and § 29-711.01.
Effect of AmendmentsThe 2013 amendment by D.C. Law 19-210 substituted “activities and affairs” for “activities” in the introductory language and in (3)(B)(i).
Editor's NotesUniform Law: This section is based on § 801 of the Uniform Limited Partnership Act (2001 Act).
Application of Law 19-210: Section 7 of D.C. Law 19-210 provided that the act shall apply as of January 1, 2012.