D.C. Code § 29-710.06: Restrictions on approval of mergers and on relinquishing limited liability limited partnership status.

(a)

If a partner of a constituent limited partnership will have personal liability with respect to any organization as a result of a merger, approval and amendment of a plan of merger shall be ineffective without the consent of that partner, unless:

(1)

The limited partnership’s partnership agreement provides for the approval of the merger with the consent of less than all the partners; and

(2)

The partner has consented to the provision of the partnership agreement.

(b)

An amendment to a certificate of limited partnership which deletes a statement that the limited partnership is a limited liability limited partnership shall be ineffective without the consent of each general partner unless:

(1)

The limited partnership’s partnership agreement provides for the amendment with the consent of less than all the general partners; and

(2)

Each general partner that does not consent to the amendment has consented to the provision of the partnership agreement.

(c)

A partner shall not give the consent required by subsection (a) or (b) of this section merely by consenting to a provision of the partnership agreement which permits the partnership agreement to be amended with the consent of fewer than all the partners.