D.C. Code § 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.