Washington D.C. Partnership Agreement

The Washington D.C. partnership agreement sets a partnership’s rules of ownership to paper so that each partner understands their stake in the business and their liabilities. Furthermore, it assigns precisely how each partner relates to one another and their level of authority in the management of the partnership.

Last updated January 29th, 2025

The Washington D.C. partnership agreement sets a partnership’s rules of ownership to paper so that each partner understands their stake in the business and their liabilities. Furthermore, it assigns precisely how each partner relates to one another and their level of authority in the management of the partnership.

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Washington D.C. Partnership Types (4)

Partnership Type State Filing Requirement
General Partnership (GP) Certificate of Partnership Authority(Filing Fee: $99.00)
Limited Partnership (LP) Certificate of Limited Partnership (Filing Fee: $99.00)
Limited Liability Partnership (LLP) Statement of Qualification for Domestic Limited Liability Partnership (Filing Fee: $99.00)
Limited Liability Limited Partnership (LLLP) Certificate of Limited Partnership (Filing Fee: $99.00)

Fiduciary Duty

Duty of Loyalty:
  • Partners, especially general partners, must “account to the partnership” on any benefits (as well as property and profits) they receive from partnership opportunities, properties, assets.[1]
  • Partners in any role of any partnership must never act “on behalf of a party” with conflicting interests to the partnership goal; additionally, they do not deal with or for the partnership with such adverse interests to the partnership.[2]
  • No partner pursues interests “competing with the partnership” while conducting partnership business and winding up the business.[3]

Duty of Care:

  • Partners take measures to maintain their professional and personal conduct since they must remain lawful and refrain from misconduct of any kind (i.e., both intentional or a result of being “grossly negligent”).[4]

Partners always comply with their partnership agreement thus they “discharge the duties” and exercise their rights in a manner displaying both good faith as well as fair dealing.[5]

Partners hold the ability to engage in professional and personal interests without liability “merely because” they are a partner, but this is only the case if they are fully compliant with their partnership agreement and the partnership laws of Washington D.C.[6]

Legal or personal representatives acting for the “last surviving partner” or those winding up the business hold the same fiduciary duties as the partner and are subject to the same liabilities “as if the person were a partner.[7]

Liability

General partners, specifically, accept the potential of being “liable jointly and severally” for their partnership’s debts and other liabilities; however, they retain the ability to pursue a claimant agreement or legal remedies available through the law to mitigate their obligations.[8]
General partners are only suspect to the liabilities a partnership gains after becoming a partner; thus, they do not assume liability for any pre-existing partnership “debt or obligation” at the time of their admittance.[9]
Limited partnerships must have a formally accepted limited liability statement of qualification attached to their limited partnership certificate in order to protect the partners from liability gained from the LLLP’s “debt, obligation, or other liabilities” simply because they are partners.[10]
A limited liability partnership’s failure to follow or “observe formalities” while exercising its powers does not give grounds to assign liability to a general partner automatically.[11]
Limited liability limited partnerships do not transfer their liabilities to a limited partner since they can not be “personally liable, directly or indirectly,” solely for being a limited partner of the LLLP at the time its liabilities occur.[12]

State Definitions (8)

Partner means a person who is the legal partner of a business, “has not dissociated as partner,” and can be either a limited partner or a general partner in a limited partnership or the co-owner in a general partnership.[13]
General partner that is in a limited partnership) means that a person is currently holding this role according to their partnership agreement and DC law.[14]
Limited partner means that a person is clearly currently associated with a limited partnership as a limited partner since they are explicitly named as such in their partnership agreement and satisfy the D.C. requirements set by law.[15]
Partnership means “2 or more persons” formally co-own a business that is for profit and compliant with current partnership laws of D.C., their predecessor, and comparable laws from another jurisdiction.[16]
Domestic partnership means that a partnership’s “internal relations” must be compliant with D.C. law in order for the partnership to operate legally.[17]
Limited liability partnership, also referred to as a domestic limited liability partnership, means that a partnership operates with a statement of qualification that satisfies the requirements of § 29-610.01 and has no “similar statement in effect” outside Washington D.C.’s jurisdiction. [18]
Limited partnership means a for-profit business entity operates as a domestic limited partnership within the confines of D.C. partnership laws and is owned by “2 or more persons.” [19]
Limited liability limited partnership means that a domestic for-profit business possesses a certificate of limited partnership that is accompanied by a formal statement of qualification declaring the “limited partnership is a limited liability limited partnership.” [20]