District Of Columbia § 29-804.05 - Limitations on distribution.
Full text of District Of Columbia D.C. Code § 29-804.05 — Limitations on distribution., with citation guidance and answers to common questions.
§ 29-804.05. Limitations on distribution.
29-804.05A limited liability company shall not make a distribution, including a distribution under , if after the distribution:
The company would not be able to pay its debts as they become due in the ordinary course of the company’s activities and affairs; or
The company’s total assets would be less than the sum of its total liabilities plus, unless the operating agreement permits otherwise, the amount that would be needed if the company were to be dissolved, wound up, and terminated at the time of the distribution, to satisfy the preferential rights upon dissolution, winding up, and termination of members and transferees whose preferential rights are superior to those of persons receiving the distribution.
A limited liability company may base a determination that a distribution is not prohibited under subsection (a) of this section on financial statements prepared on the basis of accounting practices and principles that are reasonable in the circumstances or on a fair valuation or other method that is reasonable under the circumstances.
Except as otherwise provided in subsections (e) and (f) of this section, the effect of a distribution under subsection (a) of this section shall be measured:
In the case of a distribution as defined in , as of the earlier of (i) the date money or other property is transferred or debt incurred by the company or (ii) the date the person entitled to the distribution ceases to own the interest or right being acquired by the company in return for the distribution;
In the case of any other distribution of indebtedness, as of the date the indebtedness is distributed; and
In all other cases, as of the date:
The distribution is authorized, if the payment occurs within 120 days after that date; or
The payment is made, if the payment occurs more than 120 days after the distribution is authorized.
A limited liability company’s indebtedness to a member or transferee incurred by reason of a distribution made in accordance with this section shall be at parity with the company’s indebtedness to its general, unsecured creditors , except to the extent subordinated by agreement.
A limited liability company’s indebtedness, including indebtedness issued in connection with or as part of a distribution, shall not be a liability for purposes of subsection (a) of this section if the terms of the indebtedness provide that payment of principal and interest are made only to the extent that a distribution could be made to members under this section.
If indebtedness is issued as a distribution, each payment of principal or interest on the indebtedness shall be treated as a distribution, the effect of which is measured on the date the payment is made.
In measuring the effect of a distribution under , the liabilities of a dissolved limited liability company do not include any claim that has been disposed of under , , or .
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 § 405 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 § 29-804.05
What does D.C. Code § 29-804.05 cover?
Section 29-804.05 ("Limitations on distribution.") 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 § 29-804.05?
A common citation format is "D.C. Code § 29-804.05" (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 § 29-804.05 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.