District of Columbia · Through 2026-08-20 (D.C. Law 26-175)

D.C. Code § 29-706.07: Liability to other persons of person dissociated as general partner.

(a)
A person’s dissociation as a general partner shall not of itself discharge the person’s liability as a general partner for a debt, obligation, or other liability of the limited partnership incurred before dissociation. Except as otherwise provided in subsections (b) and (c) of this section, the person shall not be liable for a limited partnership’s debt, obligation, or other liability incurred after dissociation.

(b)
A person whose dissociation as a general partner resulted in a dissolution and winding up of the limited partnership’s activities and affairs shall not be liable to the same extent as a general partner under § 29-704.04 on a debt, obligation, or other liability incurred by the limited partnership under § 29-708.04.

(c)
A person that has dissociated as a general partner but whose dissociation did not result in a dissolution and winding up of the limited partnership’s activities and affairs shall not be liable on a transaction entered into by the limited partnership after the dissociation only if:
(1)
A general partner would be liable on the transaction; and
(2)
At the time the other party enters into the transaction:
(A)
Less than 2 years has passed since the dissociation; and
(B)
The other party does not have notice of the dissociation and reasonably believes that the person is a general partner.

(d)
By agreement with a creditor of a limited partnership and the limited partnership, a person dissociated as a general partner may be released from liability for a debt, liability, or other obligation of the limited partnership.

(e)
A person dissociated as a general partner shall be released from liability for a debt, obligation, or other liability of the limited partnership if the limited partnership’s creditor, with notice of the person’s dissociation as a general partner but without the person’s consent, agrees to a material alteration in the nature or time of payment of the a debt, obligation, or other liability.

Where this section sits in the code

Title 29. Business Organizations. [Enacted title]
Chapter 7. Limited Partnerships.
Subchapter VI. Dissociation.

(a)

A person’s dissociation as a general partner shall not of itself discharge the person’s liability as a general partner for a debt, obligation, or other liability of the limited partnership incurred before dissociation. Except as otherwise provided in subsections (b) and (c) of this section, the person shall not be liable for a limited partnership’s debt, obligation, or other liability incurred after dissociation.

(b)

A person whose dissociation as a general partner resulted in a dissolution and winding up of the limited partnership’s activities and affairs shall not be liable to the same extent as a general partner under § 29-704.04 on a debt, obligation, or other liability incurred by the limited partnership under § 29-708.04.

(c)

A person that has dissociated as a general partner but whose dissociation did not result in a dissolution and winding up of the limited partnership’s activities and affairs shall not be liable on a transaction entered into by the limited partnership after the dissociation only if:

(1)

A general partner would be liable on the transaction; and

(2)

At the time the other party enters into the transaction:

(A)

Less than 2 years has passed since the dissociation; and

(B)

The other party does not have notice of the dissociation and reasonably believes that the person is a general partner.

(d)

By agreement with a creditor of a limited partnership and the limited partnership, a person dissociated as a general partner may be released from liability for a debt, liability, or other obligation of the limited partnership.

(e)

A person dissociated as a general partner shall be released from liability for a debt, obligation, or other liability of the limited partnership if the limited partnership’s creditor, with notice of the person’s dissociation as a general partner but without the person’s consent, agrees to a material alteration in the nature or time of payment of the a debt, obligation, or other liability.

Collected 2026-08-29T05:44:07Z. Source file · JSON

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