§ 29-708.10 — Rescinding dissolution.

District of Columbia § 29-708.10

• Jurisdiction: District of Columbia
• Title 29: Business Organizations. [Enacted title]
• Ch. 7: Limited Partnerships.
• Subch. VIII: Dissolution.

Text

(a) A limited partnership may rescind its dissolution, unless a statement of termination applicable to the partnership is effective, the Superior Court has entered an order under § 29-708.02 dissolving the partnership, or the Mayor has dissolved the partnership under § 29-106.02 .

(b) Rescinding dissolution under this section requires:

(1) The consent of each partner; and

(2) If the limited partnership has delivered to the Mayor for filing an amendment to the certificate of limited partnership stating that the partnership is dissolved and if:

(A) The amendment is not effective, the filing by the partnership of a statement of withdrawal under § 29-102.04 applicable to the amendment; or

(B) The amendment is effective, the delivery by the partnership to the Mayor for filing of an amendment to the certificate of limited partnership stating that dissolution has been rescinded under this section.

(c) If a limited partnership rescinds its dissolution:

(1) The partnership resumes carrying on its activities and affairs as if dissolution had never occurred;

(2) Subject to paragraph (3) of this subsection, any liability incurred by the partnership after the dissolution and before the rescission is effective is determined as if dissolution had never occurred; and

(3) The rights of a third party arising out of conduct in reliance on the dissolution before the third party knew or had notice of the rescission may not be adversely affected.

Legislative History

Mar. 5, 2013, D.C. Law 19-210, § 2(g)(9)(G), 59 DCR 13171