District Of Columbia § 29-710.07 - Liability of general partner after merger.
Full text of District Of Columbia D.C. Code § 29-710.07 — Liability of general partner after merger., with citation guidance and answers to common questions.
§ 29-710.07. Liability of general partner after merger.
29-710.07A merger under this article shall not discharge any liability under §§ and of a person that was a general partner in or dissociated as a general partner from a constituent limited partnership, but:
The provisions of this chapter pertaining to the collection or discharge of that liability shall continue to apply to that liability;
For the purposes of applying those provisions, the surviving limited partnership shall be deemed to be the constituent limited partnership; and
If a person is required to pay any amount under this subsection:
The person shall have a right of contribution from each other person that was liable as a general partner under when the obligation was incurred and has not been released from the obligation under ; and
The contribution due from each of those persons shall be in proportion to the right to receive distributions in the capacity of general partner in effect for each of those persons when the obligation was incurred.
In addition to any other liability provided by law:
A person that immediately before a merger became effective was a general partner in a constituent limited partnership that was not a limited liability limited partnership shall be personally liable for each obligation of the surviving limited partnership arising from a transaction with a third party after the merger becomes effective if, at the time the third party enters into the transaction, the third party:
Does not have notice of the merger; and
Reasonably believes that:
The surviving business is the constituent limited partnership;
The constituent limited partnership is not a limited liability limited partnership; and
The person is a general partner in the constituent limited partnership; and
A person that was dissociated as a general partner from a constituent limited partnership before the merger became effective shall be personally liable for each obligation of the surviving limited partnership arising from a transaction with a third party after the merger becomes effective if:
Immediately before the merger became effective, the surviving limited partnership was not a limited liability limited partnership; and
At the time the third party enters into the transaction, less than 2 years have passed since the person dissociated as a general partner and the third party:
Does not have notice of the dissociation;
Does not have notice of the merger; and
Reasonably believes that the surviving limited partnership is the constituent limited partnership, the constituent limited partnership is not a limited liability limited partnership, and the person is a general partner in the constituent limited partnership.
Annotations
Source: official District Of Columbia text · Last verified 2026-08-27
Frequently Asked Questions About District Of Columbia § 29-710.07
What does D.C. Code § 29-710.07 cover?
Section 29-710.07 ("Liability of general partner after merger.") is part of the D.C. Code, the codified statutory law of District Of Columbia. It sets out the legal rule or procedure described in the text above. Statutes are amended regularly, so always verify against the official source.
How do I cite District Of Columbia § 29-710.07?
A common citation format is "D.C. Code § 29-710.07" (District Of Columbia). Legal writing may require the code abbreviation, section number, and year or edition. Match the style required by your court, professor, or publisher.
Is this the official text of District Of Columbia law?
No. This page is for research and education and may not include the most recent amendments. For official current law, check the District Of Columbia official source linked on this page or consult a licensed District Of Columbia attorney.
How does District Of Columbia § 29-710.07 apply to my situation?
Statutes are interpreted in context, and application depends on your specific facts. Only a licensed attorney in District Of Columbia can advise on how this section applies to you. Contact your state or local bar association for a referral.
Sources & Verification
Not legal advice. Verify against the official source and consult a licensed attorney in District Of Columbia.