{"data":{"id":"us-dc/d.c.-code-29-708.03","jurisdiction":"us-dc","citation":"D.C. Code § 29-708.03","heading":"Winding up.","body":"(a)\nA limited partnership shall continue after dissolution only for the purpose of winding up its activities and affairs.\n\n(b)\nIn winding up its activities and affairs, the limited partnership:\n(1)\nMay amend its certificate of limited partnership to state that the limited partnership is dissolved, preserve the limited partnership business or property as a going concern for a reasonable time, prosecute and defend actions and proceedings, whether civil, criminal, or administrative, transfer the limited partnership’s property, settle disputes by mediation or arbitration, file a statement of termination as provided in § 29-702.03, and perform other necessary acts; and\n(2)\nShall discharge the limited partnership’s liabilities, settle and close the limited partnership’s activities, and marshal and distribute the assets of the partnership.\n\n(c)\nIf a dissolved limited partnership does not have a general partner, a person to wind up the dissolved limited partnership’s activities and affairs may be appointed by the consent of limited partners owning a majority of the rights to receive distributions as limited partners at the time the consent is to be effective. A person appointed under this subsection shall:\n(1)\nHave the powers of a general partner under § 29-708.04; and\n(2)\nPromptly amend the certificate of limited partnership to state:\n(A)\nThat the limited partnership does not have a general partner;\n(B)\nThe name of the person that has been appointed to wind up the limited partnership; and\n(C)\nThe street and mailing address of the person.\n\n(d)\nOn the application of any partner, the Superior Court may order judicial supervision of the winding up, including the appointment of a person to wind up the dissolved limited partnership’s activities and affairs, if:\n(1)\nA limited partnership does not have a general partner and within a reasonable time following the dissolution no person has been appointed pursuant to subsection (c) of this section; or\n(2)\nThe applicant establishes other good cause.","path":["Title 29. Business Organizations. [Enacted title]","Chapter 7. Limited Partnerships.","Subchapter VIII. Dissolution."],"source_url":"https://code.dccouncil.gov/us/dc/council/code/sections/29-708.03","current_through":"2026-08-20 (D.C. Law 26-175)","vintage":"","retrieved_at":"2026-08-29T05:44:07Z","sha256":"b0b8865a55508b9a1e205d77a6e673542c9c70886633e24dc922bcf01d0c205d","source_id":"us-dc","stale":false,"prev":"us-dc/d.c.-code-29-708.02","next":"us-dc/d.c.-code-29-708.04"},"notice":"GroundRules: Original legal text. Not legal advice."}