Code of the District of Columbia

§ 29–105.09. Withdrawal on dissolution or conversion to nonfiling entity other than limited liability partnership.

(a) A registered foreign entity that has dissolved and completed winding up or that has converted to a domestic or foreign nonfiling entity other than a limited liability partnership shall deliver a statement of withdrawal to the Mayor for filing. The statement shall be signed by the entity and state:

(1) The name of the foreign entity and the name of the jurisdiction under whose law it was formed before the dissolution or conversion;

(2) The type of entity that the foreign entity was before the dissolution or conversion;

(3) That the foreign entity surrenders its registration to do business in the District as a registered entity; and

(4) If the foreign entity has converted to a foreign nonfiling entity other than a foreign limited liability partnership:

(A) The type of nonfiling entity to which it has converted and the jurisdiction whose laws govern its internal affairs;

(B) That the foreign entity revokes the authority of its registered agent to accept service on its behalf; and

(C) A mailing address to which service of process may be made under subsection (b) of this section.

(b) After the withdrawal under this section of a foreign filing entity that has converted to a foreign nonfiling entity is effective, service of process in any proceeding based on a cause of action arising during the time it was registered to do business in the District may be made pursuant to § 29-104.12.

(c) After the withdrawal under this section of a foreign filing entity that has converted to a domestic nonfiling entity other than a limited liability partnership is effective, service of process may be made on the nonfiling entity pursuant to § 29-104.12.


(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(a)(36), 59 DCR 13171.)

Effect of Amendments

The 2013 amendment by D.C. Law 19-210 in the introductory language of (a) substituted “registered foreign entity that has dissolved and completed winding up or that has converted” for “foreign entity registered to do business in the District which dissolves or converts” and “shall be signed by the entity and state” for “shall state”; and substituted “registered” for “qualified” in (a)(3).

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.