District Of Columbia § 29-801.09 - Operating agreement; effect on third parties and relationship to records effective on behalf of limited liability company.
Full text of District Of Columbia D.C. Code § 29-801.09 — Operating agreement; effect on third parties and relationship to records effective on behalf of limited liability company., with citation guidance and answers to common questions.
§ 29-801.09. Operating agreement; effect on third parties and relationship to records effective on behalf of limited liability company.
29-801.09An operating agreement may specify that its amendment requires the approval of a person that is not a party to the operating agreement or the satisfaction of a condition. An amendment shall be ineffective if its adoption does not include the required approval or satisfy the specified condition.
The obligations of a limited liability company and its members to a person in the person’s capacity as a transferee or dissociated member shall be governed by the operating agreement. Subject only to any court order issued under to effectuate a charging order, an amendment to the operating agreement made after a person becomes a transferee or dissociated member shall be effective with regard to any debt, obligation, or other liability of the limited liability company or its members to the person in the person’s capacity as a transferee or dissociated member and is not effective to the extent the amendment imposes a new debt, obligation, or other liability on the transferee or person dissociated as a member.
If a record that has been delivered by a limited liability company to the Mayor for filing and has become effective under this chapter contains a provision that would be ineffective under or (d)(3) if contained in the operating agreement, the provision shall likewise be ineffective in the record.
Subject to subsection (c) of this section, if a record that has been delivered by a limited liability company to the Mayor for filing and has become effective under this chapter conflicts with a provision of the operating agreement:
The operating agreement shall prevail as to members, dissociated members, transferees, and managers; and
The record shall prevail as to other persons to the extent they reasonably rely on the record.
Annotations
Application of Law 19-210: Section 7 of provided that the act shall apply as of January 1, 2012.
Uniform Law: This section is based on § 112 of the Uniform Limited Company Act (2006 Act).
Source: official District Of Columbia text · Last verified 2026-08-27
Frequently Asked Questions About District Of Columbia § 29-801.09
What does D.C. Code § 29-801.09 cover?
Section 29-801.09 ("Operating agreement; effect on third parties and relationship to records effective on behalf of limited liability company.") 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 § 29-801.09?
A common citation format is "D.C. Code § 29-801.09" (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 § 29-801.09 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.