D.C. Code § 29-601.02

Current through codified legislation effective September 18, 2024

Section 29-601.02 - Definitions

For the purposes of this chapter, the term:

(1) "Business" includes every trade, occupation, and profession.

(2) "Contribution", except in the phrase "right of contribution", means property or a benefit described in § 29-604.03 provided by a person to a partnership to become a partner or in the person's capacity as a partner.

(3) "Distribution" means a transfer of money or other property from a partnership to person on account of a transferable interest or in a person's capacity as a partner.

(A) The term includes:

(i) A redemption or other purchase by a partnership of a transferable interest; and

(ii) A transfer to a partner in return for the partner's relinquishment of any right to participate as a partner in the management or conduct of the partnership's business or have access to records or other information concerning the partnership's business; and

(B) The term does not include amounts constituting reasonable compensation for present or past service or payments made in the ordinary course of business under a bona fide retirement plan or other bona fide benefits program.

(4) "Domestic partnership" means a partnership whose internal relations are governed by the laws of the District.

(5) "Foreign limited liability partnership" means a foreign partnership whose partners have limited liability for the debts, obligations, or other liabilities of the foreign partnership under a provision similar to § 29-603.06(c).

(A) Is formed under laws other than the laws of the District; and

(B) Has the status of a limited liability partnership under those laws.

(6) "Foreign partnership" means an unincorporated entity formed under the law of a jurisdiction other than the District which would be a partnership if formed under the law of the District.

(7) "Limited liability partnership" or "domestic limited liability partnership" means a partnership that has filed a statement of qualification under § 29-610.01 and does not have a similar statement in effect in any other jurisdiction.

(8) "Partner" means a person that:

(A) Has become a partner in a partnership under § 29-604.02 or was a partner in a partnership when the partnership became subject to this chapter under § 29-611.01; and

(B) Has not dissociated as a partner under § 29-606.01.

(9) "Partnership" means an association of 2 or more persons to carry on as co-owners a business for profit formed under § 29-602.02, predecessor law, or comparable law of another jurisdiction.

(10) "Partnership agreement" means the agreement, whether written, oral, or implied, among the partners concerning the partnership, including amendments to the partnership agreement.

(11) "Partnership at will" means a partnership in which the partners have not agreed to remain partners until the expiration of a definite term or the completion of a particular undertaking.

(12) "Partnership interest" or "partner's interest in the partnership" means all of a partner's interests in the partnership, including the partner's transferable interest and all management and other rights.

(13) "Registered foreign limited liability partnership" means a foreign limited liability partnership that is registered to do business in this state pursuant to a statement of registration filed by the Mayor.

(14) "Surviving partnership" means a domestic or foreign partnership into which one or more domestic or foreign partnerships are merged. A surviving partnership may preexist the merger or be created by the merger.

(15) "Transferable interest" means the right, as initially owned by a person in the person's capacity as a partner, to receive distributions from a partnership in accordance with the partnership agreement, whether or not the person remains a partner or continues to own any part of the right. The term applies to any fraction of the interest, by whomever owned.

(16) "Transferee" means a person to which all or part of a transferable interest has been transferred, whether or not the transferor is a partner.

D.C. Code § 29-601.02

July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(f)(2)(A), 59 DCR 13171.

Uniform Law: This section is based on § ,101 of the Uniform Partnership Act (1997 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.