1. (a) Subject to subsection (b) of this section, a partnership shall continue after dissolution only for the purpose of winding up its activities and affairs. The partnership shall be terminated when the winding up of its activities and affairs is completed.

2. (b) At any time after the dissolution of a partnership and before the winding up of its activities and affairs is completed, all of the partners, including any dissociating partner other than a wrongfully dissociating partner, may waive the right to have the partnership’s activities and affairs wound up and the partnership terminated. In that event:

   1. (1) The partnership shall resume carrying on its activities and affairs as if dissolution had never occurred, and any liability incurred by the partnership or a partner after the dissolution and before the waiver shall be determined as if dissolution had never occurred; and
   2. (2) The rights of a third party accruing under § 29-608.04(1) or arising out of conduct in reliance on the dissolution before the third party knew or received a notification of the waiver shall not be adversely affected.

Editor's Notes

Application of Law 19-210: Section 7 of D.C. Law 19-210 provided that the act shall apply as of January 1, 2012.

Uniform Law: This section is based on § 802 of the Uniform Partnership Act (1997 Act).

History

July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720

Mar. 5, 2013, D.C. Law 19-210, § 2(f)(8)(C), 59 DCR 13171

Effect of Amendments

The 2013 amendment by D.C. Law 19-210 substituted “activities and affairs” for “business” throughout (a) and (b).

Prior Codifications

2001 Ed., § 33-108.02.

1981 Ed., § 41-158.2.

Section References

This section is referenced in § 29-601.03.