Code of the District of Columbia

Chapter 13. Trust, Loan, Mortgage, Safe Deposit and Title Corporations.


Subchapter I. General.

§ 26–1301. Manner of formation; purposes.

Corporations may be formed within the District of Columbia for the purposes hereinafter mentioned in the following manner: Any number of natural persons, citizens of the United States, not less than 25, may associate themselves together to form a company for the purpose of carrying on, in the District of Columbia, any 1 of the 3 classes of business herein specified, to wit: (1) a safe deposit, trust, loan, and mortgage business; (2) a title insurance, loan, and mortgage business; or (3) a security, guarantee, indemnity, loan, and mortgage business; provided, that the capital stock of any of said companies shall not be less than $1,000,000 except as otherwise provided in § 31-2502.13, and that any of said companies may also do a storage business when their capital stock amounts to the sum of not less than $1,200,000.


(Mar. 3, 1901, 31 Stat. 1303, ch. 854, § 715; Apr. 16, 1966, 80 Stat. 121, Pub. L. 89-399, § 1(b); Apr. 9, 1997, D.C. Law 11-255, § 24(a), 44 DCR 1271.)

Prior Codifications

1981 Ed., § 26-401.

1973 Ed., § 26-301.

Section References

This section is referenced in § 26-702.01, § 26-710, § 26-1304, § 26-1309, § 26-1310, and § 26-1313.

Transfer of Functions

Pursuant to Reorganization Plan No. 3 of 1992, effective January 20, 1993, unless another date was designated by the Mayor under Sec V of the Plan, the D.C. Office of Banking and Financial Institutions (“OBFI”) is hereby transferred from the Deputy Mayor for Economic Development (“DMED”) control center to a separate OBFI control center/responsibility center. OBFI will continue to be administered by the Superintendent and will remain a part of the economic development cluster reporting to the Mayor.

[Reserved].


§ 26–1304. Organization certificate; execution; contents.

The persons referred to in § 26-1301 shall, under their hands and seals, execute before some officer in said District competent to take the acknowledgment of deeds, an organization certificate, which shall specifically state:

(1) The name of the corporation;

(2) The purposes for which it is formed;

(3) The term for which it is to exist, which shall not exceed the term of 50 years, and be subject to alteration, amendment, or repeal by Congress at any time;

(4) The number of its directors and the names and residences of the officers who for the first year are to manage the affairs of the company; and

(5) The amount of its capital stock and its subdivision into shares.


(Mar. 3, 1901, 31 Stat. 1303, ch. 854, § 716; Apr. 9, 1997, D.C. Law 11-255, § 24(b), 44 DCR 1271.)

Prior Codifications

1981 Ed., § 26-404.

1973 Ed., § 26-304.


§ 26–1305. Charter of incorporation — Power of Council to grant or refuse.

This certificate shall be presented to the Council of the District of Columbia, which shall have power and discretion to grant or refuse to said persons a charter of incorporation upon the terms set forth in the said certificate and the provisions of this chapter.


(Mar. 3, 1901, 31 Stat. 1303, ch. 854, § 717.)

Prior Codifications

1981 Ed., § 26-405.

1973 Ed., § 26-305.

Change in Government

This section originated at a time when local government powers were delegated to a Board of Commissioners of the District of Columbia (see Acts Relating to the Establishment of the District of Columbia and its Various Forms of Governmental Organization in Volume 1). Section 402(223) of Reorganization Plan No. 3 of 1967 (see Reorganization Plans in Volume 1) transferred all of the functions of the Board of Commissioners under this section to the District of Columbia Council, subject to the right of the Commissioner as provided in § 406 of the Plan. The District of Columbia Self-Government and Governmental Reorganization Act, 87 Stat. 818, § 711 ( D.C. Code, § 1-207.11), abolished the District of Columbia Council and the Office of Commissioner of the District of Columbia. These branches of government were replaced by the Council of the District of Columbia and the Office of Mayor of the District of Columbia, respectively. Accordingly, and also pursuant to § 714(a) of such Act ( D.C. Code, § 1-207.14(a)), appropriate changes in terminology were made in this section.


§ 26–1306. Charter of incorporation — Notice of application.

Previous to the presentation of the said certificate to the said Council of the District of Columbia, notice of the intention to apply for such charter shall be inserted in 2 newspapers of general circulation, printed in the District of Columbia, at least 4 times a week for 3 weeks, setting forth briefly the name of the proposed company, its character and object, the names of the proposed corporators, and the intention to make application for a charter on a specified day; and the proof of such publication shall be presented with said certificate when presentation thereof is made to said Council.


(Mar. 3, 1901, 31 Stat. 1303, ch. 854, § 718.)

Prior Codifications

1981 Ed., § 26-406.

1973 Ed., § 26-306.

Change in Government

This section originated at a time when local government powers were delegated to a Board of Commissioners of the District of Columbia (see Acts Relating to the Establishment of the District of Columbia and its Various Forms of Governmental Organization in Volume 1). Section 402(223) of Reorganization Plan No. 3 of 1967 (see Reorganization Plans in Volume 1) transferred all of the functions of the Board of Commissioners under this section to the District of Columbia Council, subject to the right of the Commissioner as provided in § 406 of the Plan. The District of Columbia Self-Government and Governmental Reorganization Act, 87 Stat. 818, § 711 ( D.C. Code, § 1-207.11), abolished the District of Columbia Council and the Office of Commissioner of the District of Columbia. These branches of government were replaced by the Council of the District of Columbia and the Office of Mayor of the District of Columbia, respectively. Accordingly, and also pursuant to § 714(a) of such Act ( D.C. Code, § 1-207.14(a)), appropriate changes in terminology were made in this section.


§ 26–1307. Charter of incorporation — Recording; certificate to be obtained from Superintendent of Banking and Financial Institutions [Commissioner of the Department of Insurance, Securities, and Banking]

If the charter be granted as aforesaid, it, together with the certificate of the Council of the District of Columbia granting the same indorsed thereon, shall be filed for record in the Office of the Recorder of Deeds for the District of Columbia, and shall be recorded by him. On the filing of the said certificate with the said Recorder of Deeds as herein provided, approved as aforesaid by the said Council, the persons named therein and their successors shall thereupon and thereby be and become a body corporate and politic, and as such shall be vested with all the powers and charged with all the liabilities conferred upon and imposed by this chapter upon companies organized under the provisions hereof; provided, however, that no corporation created and organized under the provisions hereof, or availing itself of the provisions hereof as contained in § 26-1313, shall be authorized to transact the business of a trust company, or any business of a fiduciary character, until it shall have filed with the Superintendent of Banking and Financial Institutions [Commissioner of the Department of Insurance, Securities, and Banking] a copy of its certificate of organization and charter, and shall have obtained from him and filed the same for record with the said Recorder of Deeds, a certificate that the said capital stock of said company has been paid in and the deposit of securities made with said Superintendent of Banking and Financial Institutions [Commissioner of the Department of Insurance, Securities, and Banking] in the manner and to the extent required by this chapter.


(Mar. 3, 1901, 31 Stat. 1304, ch. 854, § 719; Nov. 23, 1985, D.C. Law 6-63,§ 106(a)(6); as added Apr. 11, 1986, D.C. Law 6-107, § 2(k), 33 DCR 1168.)

Prior Codifications

1981 Ed., § 26-407.

1973 Ed., § 26-307.

Change in Government

This section originated at a time when local government powers were delegated to a Board of Commissioners of the District of Columbia (see Acts Relating to the Establishment of the District of Columbia and its Various Forms of Governmental Organization in Volume 1). Section 402(223) of Reorganization Plan No. 3 of 1967 (see Reorganization Plans in Volume 1) transferred all of the functions of the Board of Commissioners under this section to the District of Columbia Council, subject to the right of the Commissioner as provided in § 406 of the Plan. The District of Columbia Self-Government and Governmental Reorganization Act, 87 Stat. 818, § 711 ( D.C. Code, § 1-207.11), abolished the District of Columbia Council and the Office of Commissioner of the District of Columbia. These branches of government were replaced by the Council of the District of Columbia and the Office of Mayor of the District of Columbia, respectively. Accordingly, and also pursuant to § 714(a) of such Act ( D.C. Code, § 1-207.14(a)), appropriate changes in terminology were made in this section.


§ 26–1308. Reports to Superintendent of Banking and Financial Institutions [Commissioner of the Department of Insurance, Securities, and Banking]

All companies organized under this chapter, or which shall, under the provisions of this chapter, become entitled to transact the business of a trust company, shall report to the Superintendent of Banking and Financial Institutions [Commissioner of the Department of Insurance, Securities, and Banking] pursuant to subchapter I of Chapter 7 of this title.


(Mar. 3, 1901, 31 Stat. 1304, ch. 854, § 720; Nov. 23, 1985, D.C. Law 6-63,§ 106(a)(7); as added Apr. 11, 1986, D.C. Law 6-107, § 2(k), 33 DCR 1168.)

Prior Codifications

1981 Ed., § 26-408.

1973 Ed., § 26-308.


§ 26–1309. Powers of companies; liability as trustee.

All companies organized under this chapter are hereby declared to be corporations possessed of the powers and functions of corporations generally, and shall have power:

(1) To make contracts;

(2) To sue and be sued, plead and be impleaded, in any court as fully as natural persons;

(3) To make and use a common seal and alter the same at pleasure;

(4) To loan money; and

(5) When organized under clause (1) of § 26-1301, to accept and execute trusts of any and every description which may be committed or transferred to them, and to accept the office and perform the duties of receiver, assignee, personal representative, special administrator, guardian of the estate of minors with the consent of the guardian of the person of such minor, and committee of the estates of people with mental illness or intellectual disabilities whenever any trusteeship or any such office or appointment is committed or transferred to them, with their consent, by any person, body politic or corporate, or by any court in the District of Columbia; and all such companies organized under clause (1) of § 26-1301 are further authorized to accept deposits of money for the purposes designated herein, upon such terms as may be agreed upon from time to time with depositors, and to act as agent for the purpose of issuing or countersigning the bonds or obligations of any corporation, association, municipality, or state, or other public authority, and to receive and manage any sinking fund on any such terms as may be agreed upon, and shall have power to issue its debenture bonds upon deeds of trust or mortgages of real estate to a sum not exceeding the face value of said deeds of trust or mortgages, and which shall not exceed 50 percent of the fair cash value of the real estate covered by said deeds or mortgages, to be ascertained by the Superintendent of Banking and Financial Institutions [Commissioner of the Department of Insurance, Securities, and Banking]; but no debenture bonds shall be issued until the securities on which the same are based have been placed in the actual possession of the trustee named in the debenture bonds, who shall hold said securities until all of said bonds are paid; and when organized under clause (2) of § 26-1301 said company is authorized to insure titles to real estate and to transact generally the business mentioned in said clause; and when organized under clause (3) of § 26-1301 said company is hereby authorized, in addition to the loan and mortgage business therein mentioned, to secure, guarantee, and insure individuals, bodies politic, associations, and corporations against loss by or through trustees, agents, servants, or employees, and to guarantee the faithful performance of contracts and obligations of whatever kind entered into by or on the part of any person or persons, association, corporation, or corporations, and against loss of every kind; provided, that any corporations formed under the provisions of this chapter when acting as trustee shall be liable to account for the amounts actually earned by the moneys held by it in trust in addition to the principal so held; but such corporation may be allowed a reasonable compensation for services performed in the care of the trust estate.


(Mar. 3, 1901, 31 Stat. 1304, ch. 854, § 721; June 24, 1980, D.C. Law 3-72, § 207(a), 27 DCR 2155; Nov. 23, 1985, D.C. Law 6-63, § 106(a)(8); as added Apr. 11, 1986, D.C. Law 6-107, § 2(k), 33 DCR 1168; Apr. 9, 1997, D.C. Law 11-255, § 24(c), 44 DCR 1271; Apr. 24, 2007, D.C. Law 16-305, § 38, 53 DCR 6198; Sept. 26, 2012, D.C. Law 19-169, § 23(b), 59 DCR 5567.)

Prior Codifications

1981 Ed., § 26-409.

1973 Ed., § 26-309.

Effect of Amendments

D.C. Law 16-305, in par. (5), substituted “people with mental illness or mental retardation” for “lunatics and idiots”.

The 2012 amendment by D.C. Law 19-169 substituted “intellectual disabilities” for “mental retardation” in (5).

Editor's Notes

Section 35 of D.C. Law 19-169 provided that no provision of the act shall impair any right or obligation existing under law.


§ 26–1310. Appointment as fiduciary.

In all cases in which application shall be made to any court in the District of Columbia, or wherever it becomes necessary or proper for said court to appoint a trustee, receiver, personal representative, special administrator, guardian of the estate of a minor, or committee of the estate of a person with mental illness, it shall and may be lawful for said court (but without prejudice to any preference in the order of any such appointments required by law) to appoint any such company organized under clause (1) of § 26-1301, with its assent, such trustee, receiver, personal representative, special administrator, committee, or guardian, with the consent of the guardian of the person of such minor; provided, however, that no court or judge who is an owner of or in any manner financially interested in the stock or business of such corporation shall commit by order or decree to any such corporation any trust or fiduciary duty.


(Mar. 3, 1901, 31 Stat. 1305, ch. 854, § 722; June 24, 1980, D.C. Law 3-72,§ 207(b), 27 DCR 2155; Apr. 24, 2007, D.C. Law 16-305, § 39(a), 53 DCR 6198.)

Prior Codifications

1981 Ed., § 26-410.

1973 Ed., § 26-310.

Effect of Amendments

D.C. Law 16-305 substituted “person with mental illness” for “lunatic”.


§ 26–1311. Oath as fiduciary.

Whenever any corporation operating under this Code shall be appointed such trustee, personal representative, special administrator, receiver, assignee, guardian, or committee, as aforesaid, the president, vice-president, secretary, or treasurer of said company shall take the oath or affirmation required by law to be made by any trustee, personal representative, special administrator, receiver, assignee, guardian, or committee.


(Mar. 3, 1901, 31 Stat. 1305, ch. 854, § 723; June 24, 1980, D.C. Law 3-72,§ 207(c), 27 DCR 2155.)

Prior Codifications

1981 Ed., § 26-411.

1973 Ed., § 26-311.

References in Text

“Code” means An Act To establish a code of law for the District of Columbia, ch. 854, §§ 1 through 1642.


§ 26–1311.01. Automatic substitution of fiduciaries.

(a) For the purpose of this section, the term:

(1) “Affiliate” means a company that is affiliated with a bank or bank holding company because the bank or bank holding company has the power to vote 5% or more of the outstanding voting securities of the company.

(2) “Bank” means a bank as defined in § 2(c)(1) of the Bank Holding Companies Act (12 U.S.C. § 1841(c)(1)).

(3) “Bank holding company” means a bank holding company as defined in § 2(a) of the Bank Holding Companies Act (12 U.S.C. § 1841(a)).

(4) “Beneficiary” means a person who is currently receiving or is entitled to receive a current distribution of principal or income from a trust, estate, or fund from a fiduciary that is subject to this section. The term “beneficiary” shall include:

(A) A minor beneficiary’s natural or legal guardian; and

(B) Any person acting on behalf of an incompetent beneficiary under a court ordered guardianship, conservatorship, or committee.

(5) “District” means the District of Columbia.

(6) “Fiduciary” means a trustee, personal representative, executor, executrix, receiver, special administrator, guardian, conservator, committee, custodian, or any other term denoting a fiduciary relationship.

(7) “Trust company” means a corporation organized under the laws of the District to carry on a trust business or a national association organized under the laws of the United States that is authorized to transact trust business in the District and meets the criteria of § 2(2)(d) of the Bank Holding Companies Act (12 U.S.C. § 1841(c)(2)(D)).

(b) Notwithstanding any other provision of law, the successor bank, trust company, or subsidiary shall be automatically substituted as the successor fiduciary if:

(1) A bank that is qualified to administer trusts merges into, is consolidated with, or purchases the assets of a trust company or a bank that is qualified to administer trusts;

(2) A trust company merges into, is consolidated with, or purchases the assets of another trust company or a bank that is qualified to administer trusts;

(3) A bank or bank holding company causes a subsidiary that is qualified to administer trusts to succeed to part or all of the trust business of the bank or bank holding company; or

(4) A bank or bank holding company causes a subsidiary to succeed to part or all of the trust business of another subsidiary of the bank or bank holding company.

(c) The substitution of one fiduciary for another fiduciary pursuant to this section shall be effective 60 days after closing pursuant to the acquisition or merger agreement, without any order or approval of any court or public officer. The successor fiduciary shall have all the rights and duties of the predecessor fiduciary. Unless otherwise provided in the document or instrument, the successor fiduciary shall be automatically named as fiduciary in all writings, wills, trusts, court orders, or similar documents or instruments that name the predecessor fiduciary as fiduciary, whether signed before or after the successor fiduciary is created or succeeds to the trust business of the predecessor fiduciary.

(d) For the purposes of qualification as a fiduciary or a successor fiduciary under any requirement contained in any document creating or relating to a fiduciary capacity, the successor bank, trust company, bank holding company, or subsidiary trust company is considered to have capital and surplus equal to its capital and surplus plus the capital and surplus of its owning bank, bank holding company, and their affiliates.

(e) Not less than 30 days before the succession becomes effective under this section, the successor fiduciary shall publish notice of the succession in a newspaper of general circulation in the District and shall mail the notice to each co-fiduciary of the successor fiduciary, to each surviving settlor of a trust, to each person who alone or in conjunction with others has the power to remove the fiduciary, to each beneficiary of a trust, estate, or fund, and to the Superintendent of Banking and Financial Institutions [Commissioner of the Department of Insurance, Securities, and Banking] of the District of Columbia. In the case of a trust described in chapter 736 of the Internal Revenue Code of 1986 (26 U.S.C. § 401(a)), notice shall be mailed to the employer, employee organization, or both, responsible for the maintenance of the trust. Notice shall be sent by certified mail to the last known address of the addressee and shall contain the name of the predecessor fiduciary, the name of the successor fiduciary, and the effective date of the assumption of fiduciary responsibilities by the successor fiduciary.

(f) Within 180 days after succession under this section, a co-fiduciary, settlor of a trust, beneficiary, guardian, conservator, committee, or any other person authorized to remove a fiduciary, may apply to the Superior Court of the District of Columbia (“Court”) for the appointment of a new fiduciary to replace the successor fiduciary. The Court may appoint a new fiduciary to replace the successor fiduciary if it finds, after notice to all parties in interest and a hearing, that the successor fiduciary will adversely affect the administration of the fiduciary account and that the appointment of a new fiduciary will be in the best interest of the petitioner and all interested parties. This provision shall be in addition to any other provision of law governing the removal of a fiduciary and shall be subject to the terms upon which the original fiduciary was designated as fiduciary.


(Mar. 3, 1901, ch. 854, § 723a; as added June 16, 1989, D.C. Law 8-10, § 2, 36 DCR 3364.)

Prior Codifications

1981 Ed., § 26-411.1.


§ 26–1312. Stock, property, and liability to be security when fiduciary.

When any court shall appoint the said company a trustee, receiver, personal representative, special administrator, or such guardian or committee, or shall order the deposit of money or other valuable with said company, or where any individual or corporation shall appoint any of said companies a trustee, executor, assignee, or such guardian, the capital stock of said company subscribed for or taken, and all property owned by said company, together with the liability of the stockholders and officers as herein provided, shall be taken and considered as the security required by law for the faithful performance of its duties, and shall be absolutely liable in case of any default whatever.


(Mar. 3, 1901, 31 Stat. 1305, ch. 854, § 724; June 24, 1980, D.C. Law 3-72, § 207(d), 27 DCR 2155.)

Prior Codifications

1981 Ed., § 26-412.

1973 Ed., § 26-312.


§ 26–1313. Existing companies; certificate of intention to comply with provisions.

Any safe deposit company, trust company, surety or guaranty company, or title insurance company incorporated on or before January 1, 1902, and operating under the laws of the United States in the District of Columbia or of any of the states, and doing business in said District on or before January 1, 1902, may avail itself of the provisions of this chapter on filing in the Office of the Recorder of Deeds of the District of Columbia, or with the Superintendent of Banking and Financial Institutions [Commissioner of the Department of Insurance, Securities, and Banking], a certificate of its intention to do so, which certificate shall specify which one of the 3 classes of business set out in § 26-1301 it will carry on, and shall be verified by the oath of its president to the effect that it has in every respect complied with the requirements of existing law, especially with the provisions of this chapter, that its capital stock is paid in as provided in § 26-1323 and is not impaired; and thereafter such company may exercise all powers and perform all duties authorized by any 1 of the clauses of § 26-1301 in addition to the powers lawfully exercised by such company on January 1, 1902.


(Mar. 3, 1901, 31 Stat. 1306, ch. 854, § 725; Nov. 23, 1985, D.C. Law 6-63, § 106(a)(9); as added Apr. 11, 1986, D.C. Law 6-107, § 2(k), 33 DCR 1168.)

Prior Codifications

1981 Ed., § 26-413.

1973 Ed., § 26-313.

Section References

This section is referenced in § 26-1307 and § 26-1322.


§ 26–1314. Real property held and conveyed by companies.

Any company operating under this chapter may lease, purchase, hold, and convey real property in which the offices of the company are located not to exceed in value the capital and surplus of the company, and such in addition as it may acquire in satisfaction of debts due the corporation under sales, decrees, judgments, and mortgages. But no such association shall hold the possession of any real estate under foreclosure of mortgage, or the title and possession of any real estate purchased to secure any debts due to it, for a longer period than 5 years.


(Mar. 3, 1901, 31 Stat. 1306, ch. 854, § 726; Apr. 19, 1920, 41 Stat. 566, ch. 153.)

Prior Codifications

1981 Ed., § 26-414.

1973 Ed., § 26-314.


§ 26–1315. Duration of charter.

The charters for incorporations named in this chapter and granted before April 11, 1986, may be made perpetual, or may be limited in time by their provisions, subject to the approval of Congress.


(Mar. 3, 1901, 31 Stat. 1306, ch. 854, § 727; Nov. 23, 1985, D.C. Law 6-63,§ 106(a)(10); as added Apr. 11, 1986, D.C. Law 6-107, § 2(k), 33 DCR 1168.)

Prior Codifications

1981 Ed., § 26-415.

1973 Ed., § 26-315.


§ 26–1316. Capital stock — Amount; payment; deposit with Superintendent of Banking and Financial Institutions [Commissioner of the Department of Insurance, Securities, and Banking]

The capital stock of every such company shall be at least $1,000,000, and at least 50 percent thereof must have been paid in, in cash or by the transfer of assets as hereinafter provided in § 26-1323, before any such company shall be entitled to transact business as a corporation, except with its own members, and before any company organized hereunder shall be entitled to transact the business of a trust company, or to become and act as a personal representative, guardian of the estate of a minor, or undertake any other kindred fiduciary duty, it shall deposit, either in money or in bonds, mortgages, deeds of trust, or other securities equal in actual value to one-fourth of the capital stock paid in, with the Superintendent of Banking and Financial Institutions [Commissioner of the Department of Insurance, Securities, and Banking], to be kept by him upon the trust and for the purposes hereinafter provided; and the said Superintendent of Banking and Financial Institutions [Commissioner of the Department of Insurance, Securities, and Banking] may from time to time require an additional deposit from any such company, to be held upon and for the same trust and purposes, not exceeding, however, in value one-half the paid-in capital stock; and the said Superintendent of Banking and Financial Institutions [Commissioner of the Department of Insurance, Securities, and Banking] shall not issue to any corporation the certificate heretofore provided for until said deposit with him of securities required by this section. Within 1 year after the organization of any corporation under the provisions of this chapter, or after any corporation existing prior to January 1, 1902, shall have availed itself of the powers and rights given by this chapter in the manner herein provided for, its entire capital stock shall have been paid in.


(Mar. 3, 1901, 31 Stat. 1306, ch. 854, § 728; June 24, 1980, D.C. Law 3-72,§ 207(e), 27 DCR 2155; Nov. 23, 1985, D.C. Law 6-63, § 106(a)(11); as added Apr. 11, 1986, D.C. Law 6-107, § 2(k), 33 DCR 1168.)

Prior Codifications

1981 Ed., § 26-416.

1973 Ed., § 26-316.

Section References

This section is referenced in § 26-1317.


§ 26–1317. Capital stock — Calls; sale on failure to pay money subscribed.

It shall be lawful for such company to call for and demand from the stockholders, respectively, all sums of money by them subscribed, at such time and in such proportions as its board of directors shall deem proper, within the time specified in § 26-1316, and it may enforce payment by all remedies provided by law; and if any stockholder shall refuse or neglect to pay any instalment, as required by a resolution of the board of directors, after 30 days notice of the same, the said board of directors may sell at public auction to the highest bidder so many shares of said stock as shall pay said installment, under such general regulations as may be adopted in the bylaws of said company, and the highest bidder shall be taken to be the person who offers to purchase the least number of shares for the assessment due.


(Mar. 3, 1901, 31 Stat. 1306, ch. 854, § 729; June 20, 1938, 52 Stat. 780, ch. 527; Sept. 10, 1985, D.C. Law 6-34, § 2, 32 DCR 3776; Mar. 12, 1986, D.C. Law 6-91, § 2, 33 DCR 310.)

Prior Codifications

1981 Ed., § 26-417.

1973 Ed., § 26-317.


§ 26–1318. Annual reports — Publication; contents; verification.

Every such company shall annually, within 20 days after the 1st of January of each year, make a report to the Superintendent of Banking and Financial Institutions [Commissioner of the Department of Insurance, Securities, and Banking], which shall be published in a newspaper in the District, which shall state the amount of capital and of the proportion actually paid, the amount of debts, and the gross earnings for the year ending December 31st then next previous, together with their expenses, which report shall be signed by the president and a majority of the directors or trustees, and shall be verified by the oath of the president, secretary, and at least 3 of the directors or trustees; provided, however, that trust companies which are required to file and to publish reports under the provisions of § 161 of Title 12, United States Code , as amended, shall not be required to make or publish the annual report required under this section.


(Mar. 3, 1901, 31 Stat. 1307, ch. 854, § 730; July 1, 1902, 32 Stat. 619, ch. 1352, § 6(5); Nov. 30, 1945, 59 Stat. 588, ch. 499; Nov. 23, 1985, D.C. Law 6-63, § 106(a)(12); as added Apr. 11, 1986, D.C. Law 6-107, § 2(k), 33 DCR 1168.)

Prior Codifications

1981 Ed., § 26-418.

1973 Ed., § 26-318.

Section References

This section is referenced in § 26-1319.


§ 26–1319. Annual reports — Liability of directors or trustees.

If any company fails to comply with the provisions of § 26-1318, all the directors or trustees of such company shall be jointly and severally liable for the debts of the company then existing and for all that shall be contracted before such report shall be made; provided, that in case of failure of the company in any year to comply with the provisions of § 26-1318, and any of the directors shall, on or before January 15th of such year, file his written request for such compliance with the secretary of the company, the Superintendent of Banking and Financial Institutions [Commissioner of the Department of Insurance, Securities, and Banking], and the Recorder of Deeds of the District of Columbia, such director shall be exempt from the liability prescribed in this section.


(Mar. 3, 1901, 31 Stat. 1307, ch. 854, § 731; Nov. 23, 1985, D.C. Law 6-63,§ 106(a)(13); as added Apr. 11, 1986, D.C. Law 6-107, § 2(k), 33 DCR 1168.)

Prior Codifications

1981 Ed., § 26-419.

1973 Ed., § 26-319.


§ 26–1320. Wilful false swearing; misappropriation.

Any wilful false swearing in regard to any certificate or report or public notice required by the provisions of this chapter shall be perjury and shall be punished as such according to the laws of the District of Columbia. Any misappropriation of any of the money of any corporation or company formed under this chapter, or of any money, funds, or property intrusted to it, shall be held to be theft, and shall be punished as such under the laws of said District.


(Mar. 3, 1901, 31 Stat. 1307, ch. 854, § 732; Dec. 1, 1982, D.C. Law 4-164,§ 601(h), 29 DCR 3976.)

Prior Codifications

1981 Ed., § 26-420.

1973 Ed., § 26-320.


§ 26–1321. Stock deemed personal estate; transfer; contents of certificates.

The stock of such company shall be deemed personal estate, and shall be transferable only on the books of such company in such manner as shall be prescribed by the bylaws of the company; but no shares shall be transferable until all previous calls thereon shall have been fully paid. All certificates of the stock of any company organized under this chapter shall show upon their face the par value of each share and the amount paid thereon.


(Mar. 3, 1901, 31 Stat. 1307, ch. 854, § 733; July 1, 1902, 32 Stat. 619, ch. 1352, § 6(5).)

Prior Codifications

1981 Ed., § 26-421.

1973 Ed., § 26-321.


§ 26–1322. Liability of stockholders.

All stockholders of every company incorporated under this chapter, or availing itself of its provisions under § 26-1313 shall be severally and individually liable to the creditors of such company to an amount equal to and in addition to the amount of stock held by them respectively for all debts and contracts made by such company.


(Mar. 3, 1901, 31 Stat. 1307, ch. 854, § 734.)

Prior Codifications

1981 Ed., § 26-422.

1973 Ed., § 26-322.

Section References

This section is referenced in § 26-105.


§ 26–1323. Payment of stock to be in money only; exception.

Nothing but money shall be considered as payment of any part of the capital stock, except that in the case of any company doing business on January 1, 1902, in the District of Columbia in any of the classes herein provided for, or under any act of Congress, or by virtue of the laws of any of the states, and which company had on that date actually received full payment in money of at least 50% of the capital stock required by this chapter, and which company desires to obtain a charter under this chapter, all the assets or property may be received and considered as money at a value to be appraised and fixed by the Superintendent of Banking and Financial Institutions [Commissioner of the Department of Insurance, Securities, and Banking]; provided, that all such assets and property are also transferred to and are thereafter owned by the company organized under this chapter.


(Mar. 3, 1901, 31 Stat. 1308, ch. 854, § 735; Nov. 23, 1985, D.C. Law 6-63,§ 106(a)(14); as added Apr. 11, 1986, D.C. Law 6-107, § 2(k), 33 DCR 1168.)

Prior Codifications

1981 Ed., § 26-423.

1973 Ed., § 26-323.

Section References

This section is referenced in § 26-1313 and § 26-1316.


§ 26–1324. Election of, and management of company by, directors or trustees.

The stock, property, and concerns of such company shall be managed by not less than 9 nor more than 30 directors or trustees, who shall, respectively, be stockholders, and citizens of the United States, and at least two-thirds of whom shall reside in the District of Columbia or within 100 miles of the location of the principal office of the company, and shall, except the first year, be annually elected by the stockholders at such time and place and after such published notice as shall be determined by the bylaws of the company, and said directors or trustees shall hold until their successors are elected and qualified.


(Mar. 3, 1901, 31 Stat. 1308, ch. 854, § 736; Aug. 28, 1957, 71 Stat. 474, Pub. L. 85-199, § 1.)

Prior Codifications

1981 Ed., § 26-424.

1973 Ed., § 26-324.


§ 26–1325. Officers; security authorized.

There shall be a president of the company, who shall be a director, also a secretary and a treasurer, all of whom shall be chosen by the directors or trustees; provided, that only 1 of the above named offices shall be held by the same person at the same time. Subordinate officers may be appointed by the directors or trustees, and all such officers may be required to give such security for the faithful performance of the duties of their offices as the directors or trustees may require.


(Mar. 3, 1901, 31 Stat. 1308, ch. 854, § 737.)

Prior Codifications

1981 Ed., § 26-425.

1973 Ed., § 26-325.


§ 26–1326. Power to make bylaws; purposes thereof.

The directors or trustees shall have power to make such bylaws as they deem proper for the management or disposal of the stock and business affairs of such company, not inconsistent with the provisions of this chapter, and prescribing the duties of officers and servants that may be employed, for the appointment of all officers, and for carrying on all kinds of business within the objects and purposes of such company.


(Mar. 3, 1901, 31 Stat. 1308, ch. 854, § 738.)

Prior Codifications

1981 Ed., § 26-426.

1973 Ed., § 26-326.


§ 26–1327. Liability of directors or trustees on declaration of dividends — Conditions.

If the directors or trustees of any company shall declare or pay any dividend the payment of which would render it insolvent, or which would create a debt against such company, they shall be jointly and severally liable as guarantors for all the debts of the company then existing, and for all that shall be thereafter contracted while they shall, respectively, remain in office.


(Mar. 3, 1901, 31 Stat. 1308, ch. 854, § 739.)

Prior Codifications

1981 Ed., § 26-427.

1973 Ed., § 26-327.

Section References

This section is referenced in § 26-1328.


§ 26–1328. Liability of directors or trustees on declaration of dividends — Exemption.

If any of the directors or trustees shall object to declaring such dividends or the payment of the same, and shall at any time before the time fixed for the payment thereof file a certificate of their objection in writing with the secretary of the company and with the Recorder of Deeds of the District, they shall be exempt from the liability prescribed in § 26-1327.


(Mar. 3, 1901, 31 Stat. 1308, ch. 854, § 740.)

Prior Codifications

1981 Ed., § 26-428.

1973 Ed., § 26-328.


§ 26–1329. Directors or trustees personally liable when liabilities exceed assets.

If the liabilities of any company shall at any time exceed the amount of the fair cash value of the assets, the directors or trustees of such company assenting thereto shall be personally and individually liable for such excess to the creditors of the company, after the additional liability of the stockholders has been enforced.


(Mar. 3, 1901, 31 Stat. 1308, ch. 854, § 741.)

Prior Codifications

1981 Ed., § 26-429.

1973 Ed., § 26-329.


§ 26–1330. Fiduciary not liable as stockholder; liability of estate and funds.

No person holding stock in such company as personal representative, guardian, or trustee shall be personally subject to any liability as stockholder of such company, but the estate and funds in the hands of such personal representative, guardian, or trustee shall be liable in like manner and to the same extent as the testator or intestate or the ward or the person interested in such trust fund would have been if he had been living and competent to act and hold the stock in his own name.


(Mar. 3, 1901, 31 Stat. 1308, ch. 854, § 742; June 24, 1980, D.C. Law 3-72,§ 207(f), 27 DCR 2155.)

Prior Codifications

1981 Ed., § 26-430.

1973 Ed., § 26-330.


§ 26–1331. Increase or decrease of capital stock.

(a) Any corporation which may be formed under this chapter may increase its capital stock by complying with the provisions of this chapter to any amount which may be deemed sufficient and proper for the purposes of the corporation.

(b) Any company transacting the business of a trust company heretofore or hereafter organized or operating under the provisions of this chapter may by the vote of shareholders owning two-thirds of its capital stock reduce its capital to any sum not below the amount required by this chapter; but no such reduction shall be made until the amount of the proposed reduction has been reported to the Superintendent of Banking and Financial Institutions [Commissioner of the Department of Insurance, Securities, and Banking] and such reduction has been approved by said Superintendent of Banking and Financial Institutions [Commissioner of the Department of Insurance, Securities, and Banking], and no shareholder shall be entitled to any distribution of cash or other assets by reason of any reduction of the common capital of any such corporation unless such distribution shall have been approved by the Superintendent of Banking and Financial Institutions [Commissioner of the Department of Insurance, Securities, and Banking] and by the affirmative vote of at least two-thirds of the shares of stock outstanding.


(Mar. 3, 1901, 31 Stat. 1309, ch. 854, § 743; June 20, 1938, 52 Stat. 780, ch. 527; Nov. 23, 1985, D.C. Law 6-63, § 106(a)(15); as added Apr. 11, 1986, D.C. Law 6-107, § 2(k), 33 DCR 1168.)

Prior Codifications

1981 Ed., § 26-431.

1973 Ed., § 26-331.


§ 26–1332. Copy of certificate as evidence.

A copy of any certificate of incorporation filed in pursuance of this chapter, certified by the Recorder of Deeds to be a true copy and the whole of such certificate, shall be received in all courts and places as presumptive legal evidence of the facts therein stated.


(Mar. 3, 1901, 31 Stat. 1309, ch. 854, § 744.)

Prior Codifications

1981 Ed., § 26-432.

1973 Ed., § 26-332.


§ 26–1333. Security required for performance of fiduciary duties; liability thereon.

No bond or other collateral security, except as hereinafter stated, shall be required from any trust company incorporated under this chapter for and in respect to any trust, nor when appointed trustee, guardian, receiver, personal representative, special administrator, committee of the estate of a person with a mental illness or an intellectual disability, or other fiduciary appointment; but the capital stock subscribed for or taken, and all property owned by said company and the amount for which said stockholders shall be liable in excess of their stock, shall be taken and considered as the security required by law for the faithful performance of its duties, and shall be absolutely liable in case of any default whatever; and in case of the insolvency or dissolution of said company, the debts due from the said company as trustee, guardian, receiver, personal representative, special administrator, or committee of the estate of a person with mental illness or an intellectual disability or any other fiduciary appointment shall have a preference.


(Mar. 3, 1901, 31 Stat. 1309, ch. 854, § 745; June 24, 1980, D.C. Law 3-72,§ 207(g), 27 DCR 2155; Apr. 24, 2007, D.C. Law 16-305, § 39(b), 53 DCR 6198; Sept. 26, 2012, D.C. Law 19-169, § 23(c), 59 DCR 5567.)

Prior Codifications

1981 Ed., § 26-433.

1973 Ed., § 26-333.

Effect of Amendments

D.C. Law 16-305 substituted “person with mental illness or mental retardation” for “lunatic or idiot” and “lunatics, idiots”.

The 2012 amendment by D.C. Law 19-169 substituted “an intellectual disability” for “mental retardation” twice.

Editor's Notes

Section 35 of D.C. Law 19-169 provided that no provision of the act shall impair any right or obligation existing under law.


§ 26–1334. Powers of probate court.

The court having probate jurisdiction, or any judge thereof, shall have power to make orders respecting such company whenever it shall have been appointed trustee, guardian, receiver, personal representative, special administrator, committee of the estate of a person with mental illness or an intellectual disability or any other fiduciary, and require the said company to render all accounts which might lawfully be made or required by any court or any judge thereof if such trustee, guardian, receiver, personal representative, special administrator, committee of the estate of a person with mental illness or an intellectual disability or fiduciary were a natural person. And said court, or any judge thereof, at any time, on application of any person interested, may appoint some suitable person to examine into the affairs and standing of such companies, who shall make a full report thereof to the court, and said court, or any judge thereof, may at any time, in its discretion, require of said company a bond with sureties or other security for the faithful performance of its obligations, and such sureties or other security shall be liable to the same extent and in the same manner as if given or pledged by a natural person.


(Mar. 3, 1901, 31 Stat. 1309, ch. 854, § 746; June 25, 1936, 49 Stat. 1921, ch. 804; June 25, 1948, 62 Stat. 991, ch. 646, § 32(a), (b); May 24, 1949, 63 Stat. 107, ch. 139, § 127; July 29, 1970, 84 Stat. 576, Pub. L. 91-358, title I, § 158(c)(4); June 24, 1980, D.C. Law 3-72, § 207(h), 27 DCR 2155; Apr. 24, 2007, D.C. Law 16-305, § 39(c), 53 DCR 6198; Sept. 26, 2012, D.C. Law 19-169, § 23(d), 59 DCR 5567.)

Prior Codifications

1981 Ed., § 26-434.

1973 Ed., § 26-334.

Effect of Amendments

D.C. Law 16-305 substituted “person with mental illness or mental retardation” for “lunatic, idiot,” and “lunatic or idiot,”.

The 2012 amendment by D.C. Law 19-169 substituted “an intellectual disability” for “mental retardation” both times it appears.

Editor's Notes

Section 35 of D.C. Law 19-169 provided that no provision of the act shall impair any right or obligation existing under law.


§ 26–1335. Compliance required of foreign corporations or companies.

No corporation or company organized by virtue of the laws of any of the states of this Union shall carry on in the District of Columbia any of the kinds of business named in this chapter without strict compliance in all particulars with the provisions of this chapter for the government of such corporations formed under it, and each one of the officers of the corporation or company so offending shall be punished by a fine not exceeding $1,000 or imprisonment not exceeding 1 year, or by both fine and imprisonment, in the discretion of the court.


(Mar. 3, 1901, 31 Stat. 1309, ch. 854, § 747; Mar. 4, 1933, 47 Stat. 1567, ch. 274, § 5.)

Prior Codifications

1981 Ed., § 26-435.

1973 Ed., § 26-335.


§ 26–1336. Right of Congress to amend or repeal chapter; remedies preserved.

Congress may at any time alter, amend, or repeal this chapter, but any such amendment or repeal shall not, nor shall the dissolution of any company formed under this chapter, take away or impair any remedy given against such corporation, its stockholders, or officers for any liability or penalty which shall have been previously incurred.


(Mar. 3, 1901, 31 Stat. 1309, ch. 854, § 748.)

Prior Codifications

1981 Ed., § 26-436.

1973 Ed., § 26-336.


Subchapter II. Existing Trust Companies; Perpetual Succession of Trust Companies.

§ 26–1351. Existing title insurance companies may become perpetual.

Any company formed prior to January 1, 1902, agreeably to law, for the purpose of insuring titles to real estate may become perpetual by filing, in the Office of the Recorder of Deeds, a certificate to that effect, in like manner as is provided by law for the filing of the original certificate of incorporation.


(Mar. 3, 1901, 31 Stat. 1289, ch. 854, § 641.)

Prior Codifications

1981 Ed., § 26-402.

1973 Ed., § 26-302.


§ 26–1352. Trust companies to have perpetual succession.

Any company transacting the business of a trust company and heretofore or hereafter organized or operating under the provisions of this chapter, but before April 11, 1986, shall have perpetual succession from the date of its organization, or until such time as it be dissolved, or until its franchise shall become forfeited by reason of violation of law, or until terminated by either a general or special act of Congress, or until its affairs be placed in the hands of a receiver and finally wound up by him.


(Mar. 3, 1901, 31 Stat. 1289, ch. 854, § 641; June 24, 1936, 49 Stat. 1898, ch. 743; Nov. 23, 1985, D.C. Law 6-63, § 106(a)(1); as added Apr. 11, 1986, D.C. Law 6-107, § 2(k), 33 DCR 1168.)

Prior Codifications

1981 Ed., § 26-403.

1973 Ed., § 26-303.