Code of the District of Columbia

Subchapter IV. Registered Agent.


§ 29–104.01. Definitions.

For the purposes of this subchapter, the term:

(1) “Designation of agent” means a statement designating a registered agent, that is delivered to the Mayor for filing under § 29-104.11 by a nonregistered foreign entity or domestic nonfiling entity.

(2) “Registered agent filing” means:

(A) The public organic record of a domestic filing entity;

(B) A statement of qualification of a domestic limited liability partnership;

(C) A foreign registration statement filed pursuant to § 29-105.03; or

(D) An designation of a registered agent.

(3) “Represented entity” means a:

(A) Domestic filing entity;

(B) Domestic or limited liability partnership;

(C) Registered foreign entity;

(D) Domestic or foreign unincorporated nonprofit association for which a designation of an agent is in effect;

(E) Domestic nonfiling entity for which a designation of an agent has been filed; or

(F) Nonregistered foreign entity for which a designation of an agent has been filed.


(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(a)(16), 59 DCR 13171.)

Effect of Amendments

The 2013 amendment by D.C. Law 19-210 rewrote the section.

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.


§ 29–104.02. Entities required to designate and maintain registered agent.

The following shall designate and maintain a registered agent in the District:

(1) A domestic filing entity;

(2) A domestic limited liability partnership; and

(3) A registered foreign entity.


(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(a)(17), 59 DCR 13171.)

Section References

This section is referenced in § 29-105.11.

Effect of Amendments

The 2013 amendment by D.C. Law 19-210 deleted “that does not maintain a place of business in the District” following “partnership” in (2); and substituted “registered” for “qualified” in (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.


§ 29–104.03. Addresses in filings.

If a provision of this subchapter other than § 29-104.10(a)(4) requires that a record state an address, the record shall state a:

(1) Street address in the District; and

(2) Mailing address in the District, if different from the address described in paragraph (1) of this section.


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


§ 29–104.04. Designation of registered agent.

(a) A registered agent filing shall be signed by the entity and state:

(1) The name of the represented entity’s commercial registered agent; or

(2) If the entity does not have a commercial registered agent:

(A) The name and address of the entity’s noncommercial registered agent; or

(B) If the entity designates an officer or employee to accept service of process, the title of the office or other position and the address of the business office of that person.

(b) The designation of a registered agent pursuant to subsection (a)(1) or (2)(A) of this section shall be an affirmation under § 29-102.09 by the represented entity that the agent has consented to serve.

(c) The Mayor shall make available in a record as soon as practicable a daily list of filings that contain the name of a registered agent. The list shall:

(1) Be available for at least 14 calendar days;

(2) List in alphabetical order the names of the registered agents; and

(3) State the type of filing and name of the represented entity making the filing.


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

Section References

This section is referenced in § 29-101.02, § 29-104.07, § 29-104.08, § 29-104.11, § 29-104.13, § 29-105.03, § 29-105.04, § 29-105.10, § 29-107.01, § 29-302.02, § 29-308.05, § 29-402.02, § 29-610.01, § 29-702.01, § 29-802.01, § 29-906, and § 29-1003.02.

Effect of Amendments

The 2013 amendment by D.C. Law 19-210 substituted “Designation” for “Appointment” in the section heading; substituted “shall be signed by the entity and state” for “shall state” in the introductory language of (a); and substituted “designation” for “appointment” in (b).

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.


§ 29–104.05. Listing of commercial registered agent.

(a) A person may become listed as a commercial registered agent by delivering to the Mayor for filing a commercial registered agent listing statement signed by the person which states:

(1) The name of the individual or the name of the entity, type of entity, and jurisdiction of formation of the entity;

(2) That the person is in the business of serving as a commercial registered agent in the District; and

(3) The address of a place of business of the person in the District to which service of process, notices, and demands being served on or sent to entities represented by the person may be delivered.

(b) A commercial registered agent listing statement may include the information regarding acceptance by the agent of service of process in a form other than a written record as provided for in § 29-104.12(e).

(c) If the name of a person delivering to the Mayor for filing a commercial registered agent listing statement is not distinguishable on the records of the Mayor from the name of another commercial registered agent listed under this section, the person shall adopt a fictitious name that is distinguishable and use that name in its statement and when it does business in the District as a commercial registered agent.

(d) The Mayor shall note the filing of the commercial registered agent listing statement in the records maintained by the Mayor for each entity represented by the agent at the time of the filing. The statement has the effect of amending the registered agent filing for each of those entities to:

(1) Designate the person becoming listed as the commercial registered agent of each of those entities; and

(2) Delete the address of the former agent from the registered agent filing of each of those entities.


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

Section References

This section is referenced in § 29-101.02, § 29-104.06, § 29-104.09, § 29-104.12, and § 29-104.13.

Effect of Amendments

The 2013 amendment by D.C. Law 19-210 rewrote the section.

Editor's Notes

Section 2(a)(19)(B) of D.C. Law 19-210 provided: “(B) Subsection (b) is amended by striking the phrase ‘and other notice and documents’ and inserting the phrase ‘, notices, and demands’ in its place.” Because this language did not match the statute text of § 29-104.05(b), the amendment could not be implemented.

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


§ 29–104.06. Termination of listing of commercial registered agent.

(a) A commercial registered agent may terminate its listing as a commercial registered agent by delivering to the Mayor for filing a commercial registered agent termination statement signed by the agent which states:

(1) The name of the agent as listed under § 29-104.05; and

(2) That the agent is no longer in the business of serving as a commercial registered agent in the District.

(b) A commercial registered agent termination statement shall be effective at 12:01 a.m. on the 31st day after the day on which it is delivered to the Mayor for filing.

(c) The commercial registered agent promptly shall furnish each entity represented by the agent notice in a record of the filing of the commercial registered agent termination statement.

(d) When a commercial registered agent termination statement takes effect, the commercial registered agent ceases to be a registered agent for each entity formerly represented by it. Until an entity formerly represented by a terminated commercial registered agent designates a new registered agent, service of process may be made on the entity pursuant to § 29-104.12. Termination of the listing of a commercial registered agent under this section shall not affect any contractual rights a represented entity has against the agent or that the agent has against the entity.


(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(a)(20), 59 DCR 13171.)

Section References

This section is referenced in § 29-104.09.

Effect of Amendments

The 2013 amendment by D.C. Law 19-210 deleted “or on behalf of” following “signed by” in (a); and in (d) substituted “a registered agent for” for “an agent for service of process on”, and “designates” for “appoints”.

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.


§ 29–104.07. Change of registered agent by entity.

(a) A represented entity may change the information on file under § 29-104.04(a) by delivering to the Mayor for filing a statement of change signed on behalf of an authorized person on behalf of the entity which states the:

(1) Name of the entity; and

(2) Information that is to be in effect as a result of the filing of the statement of change.

(b) The interest holders or governors of a domestic entity need not approve the filing of a:

(1) Statement of change under this section; or

(2) Similar filing changing the registered agent or registered office, if any, of the entity in any other jurisdiction.

(c) A statement of change under this section designating a new registered agent shall be an affirmation under § 29-102.09 by the represented entity that the agent has consented to serve.

(d) As an alternative to using the procedure in this section, a represented entity may change the information on file under § 29-104.04(a) by amending its most recent registered agent filing in a manner provided by law of the District other than this title for amending the filing.


(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(a)(21), 59 DCR 13171.)

Section References

This section is referenced in § 29-102.11, § 29-105.11, § 29-601.11, § 29-702.02, § 29-702.06, § 29-802.02, § 29-802.05, § 29-1202.02, and § 29-1202.05.

Effect of Amendments

The 2013 amendment by D.C. Law 19-210 substituted “signed on behalf of” for “signed by” in (a); substituted “registered office, if any” for “registered office” in (b)(2); substituted “designating” for “appointing” in (c); repealed former (d), which read: “A statement of change under this section shall be effective on delivery to the Mayor for filing”; and redesignated former (e) as (d).

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.


§ 29–104.08. Change of name, address, type of entity, or jurisdiction of formation by noncommercial registered agent.

(a) If a noncommercial registered agent changes its name, its address in effect with respect to a represented entity under § 29-104.04(a), its type of entity, or its jurisdiction of formation, the agent shall deliver to the Mayor for filing, with respect to each entity represented by the agent, a statement of change signed by the agent which states:

(1) The name of the entity;

(2) The name and address of the agent in effect with respect to the entity;

(3) If the name of the agent has changed, the new name;

(4) If the address of the agent has changed, the new address; and

(5) If the agent is an entity:

(A) If the type of entity has changed, the new type of entity; and

(B) If the jurisdiction of formation has changed, the new jurisdiction of formation.

(b) A noncommercial registered agent promptly shall furnish the represented entity with notice in a record of the delivery to the Mayor for filing of a statement of change and the changes made in the statement.


(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(a)(22), 59 DCR 13171.)

Section References

This section is referenced in § 29-102.11.

Effect of Amendments

The 2013 amendment by D.C. Law 19-210 rewrote the section.

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.


§ 29–104.09. Change of name, address, type of entity, or jurisdiction of formation by commercial registered agent.

(a) If a commercial registered agent changes its name, its address as listed under § 29-104.05(a)(3), its type of entity, or its jurisdiction of formation, the agent shall deliver to the Mayor for filing a statement of change signed by the agent which states:

(1) The name of the agent as listed under § 29-104.05(a)(1);

(2) If the name of the agent has changed, the new name;

(3) If the address of the agent has changed, the new address;

(4) If the type of entity has changed, the new type of entity; and

(5) If the jurisdiction of formation of the entity has changed, the new jurisdiction of formation.

(b) The filing by the Mayor of a statement of change under subsection (a) of this section shall change the information regarding the agent with respect to each entity represented by the agent.

(c) A commercial registered agent promptly shall furnish each entity represented by it notice in a record of the filing by the Mayor of a statement of change relating to the name or address of the agent and the changes made in the statement.

(d) If a commercial registered agent changes its address without delivering for filing a statement of change as required by this section, the Mayor may cancel the listing of the agent under § 29-104.05. A cancellation under this subsection shall have the same effect as a termination under § 29-104.06. Promptly after canceling the listing of an agent, the Mayor shall serve notice in a record in the manner provided in § 29-104.12(b) or (c) on:

(1) Each entity represented by the agent, stating that the agent has ceased to be a registered agent for the entity and that, until the entity designates a new registered agent, service of process may be made on the entity as provided in § 29-104.12; and

(2) The agent, stating that the listing of the agent has been canceled under this section.


(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(a)(23), 59 DCR 13171.)

Section References

This section is referenced in § 29-102.11.

Effect of Amendments

The 2013 amendment by D.C. Law 19-210 deleted “or on behalf of” following “signed by” in (a); substituted “filing by the Mayor” for “delivery to the Mayor for filing by a commercial registered agent” in (b); substituted “filing by the Mayor” for “delivery to the Mayor for filing” in (c); and in (d)(1) substituted “a registered agent for” for “an agent for service of process on” and “designates” for “appoints”.

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.


§ 29–104.10. Resignation of registered agent.

(a) A registered agent may resign as agent for a represented entity by delivering to the Mayor for filing a statement of resignation signed by the agent which states:

(1) The name of the entity;

(2) The name of the agent;

(3) That the agent resigns from serving the registered agent for the entity; and

(4) The address of the entity to which the agent will send the notice required by subsection (c) of this section.

(b) A statement of resignation shall be effective on the earlier of the 31st day after the day on which it is filed by the Mayor or the designation of a new registered agent for the represented entity.

(c) A registered agent promptly shall furnish the represented entity notice in a record of the date on which a statement of resignation was filed by the Mayor.

(d) When a statement of resignation takes effect, the registered agent shall cease to have responsibility under this subchapter for any matter thereafter tendered to it as agent for the represented entity. The resignation shall not affect any contractual rights the entity has against the agent or that the agent has against the entity.

(e) A registered agent may resign with respect to a represented entity whether or not the entity is in good standing.


(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(a)(24), 59 DCR 13171.)

Section References

This section is referenced in § 29-104.03.

Effect of Amendments

The 2013 amendment by D.C. Law 19-210 deleted “or on behalf of” following “signed by” in the introductory language of (a); substituted “the registered agent” for “agent for service of process” in (a)(3); substituted “designation” for “appointment” in (b); substituted “filed by the Mayor” for “delivered to the Mayor for filing” in (b) and (c); and substituted “responsibility under this subchapter for any matter thereafter tendered” for “responsibility for any matter tendered” in (d).

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.


§ 29–104.11. Designation of registered agent by nonregistered foreign entity or nonfiling domestic entity.

(a) A nonregistered foreign entity or domestic nonfiling entity may deliver to the Mayor for filing a statement designating a registered agent signed by the entity which states the:

(1) Name, type of entity, and jurisdiction of formation of the entity; and

(2) Information required by § 29-104.04(a).

(b) A statement designating a registered agent under subsection (a) of this section is effective on filing by the Mayor and shall be effective for 5 years after the date of filing unless canceled or terminated earlier.

(c) Designation of a registered agent under subsection (a) of this section does not register a nonregistered foreign entity to do business in the District.

(d) A statement designating a registered agent under subsection (a) of this section may not be rejected for filing because the name of the entity filing the statement is not distinguishable on the records of the Mayor from the name of another entity appearing in those records. The filing of the statement shall not make the name of the entity filing the statement unavailable for use by another entity.

(e) An entity that delivers to the Mayor for filing a statement under subsection (a) of this section designating a registered agent may cancel the statement by delivering to the Mayor for filing a statement of cancellation that states the name of the entity and that the entity is canceling its designation of a registered agent in the District. The statement shall be effective on filing by the Mayor.

(f) A statement designating a registered agent under subsection (a) of this section for a nonregistered foreign entity terminates on the date the entity becomes a registered foreign entity.

(g) A statement under subsection (a) of this section must be signed by a person authorized to manage the affairs of the nonregistered foreign entity or domestic nonfiling entity and by the person designated as the agent. The signing of the statement is an affirmation of fact that the person is authorized to manage the affairs of the entity and that the agent has consented to serve.


(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(a)(25), 59 DCR 13171.)

Section References

This section is referenced in § 29-104.01.

Effect of Amendments

The 2013 amendment by D.C. Law 19-210 substituted “appoint” or its variants for “designate” or its variants throughout the section and in the section heading; substituted “nonregistered” for “nonqualified” throughout the section and in the section heading; substituted “by” for “on behalf of” in (a); substituted “designating a registered agent under subsection (a) of this section is” for “appointing a registered agent shall be” in (b); substituted “subsection (a) of this section does not register a nonregistered” for “this section shall not qualify a” in (c); substituted “designating a registered agent under subsection (a) of this section may” for “appointing a registered agent shall” in (d); substituted “designation of a registered agent” for “appointment of an agent for service of process” in (e); substituted “designating a registered agent under subsection (a) of this section” for “appointing a registered agent” in (f); and added (g).

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.


§ 29–104.12. Service of process, notice, or demand on entity.

(a) A represented entity may be served with any process, notice, or demand required or permitted by law by serving its registered agent.

(b) If a represented entity ceases to have a registered agent, or if its registered agent cannot with reasonable diligence be served, the entity may be served by registered or certified mail, return receipt requested, or by similar commercial delivery service, addressed to the entity at its principal office in accordance with any applicable judicial rules and procedures. The address of the principal office shall be shown as in the entity’s most recent biennial report filed by the Mayor. Service shall be effective under this subsection on the earliest of:

(1) The date that the entity receives the mail or delivery by a similar commercial delivery service;

(2) The date shown on the return receipt, if signed by the entity; or

(3) Five days after its deposit with the United States Postal Service or similar commercial delivery service, if correctly addressed and with sufficient postage or payment.

(c) Service may be made by handing a copy of the process, notice, or demand to an officer of the entity, a managing or general agent of the entity, or any other agent authorized by designation or by law to receive service of process for the entity if the individual served is not a plaintiff in the action.

(d) If an entity fails to designate or maintain a registered agent in the District as required by law, or if an entity’s registered agent in the District cannot with reasonable diligence be found, and if the person seeking service submits a declaration under penalty of making false statements showing that a registered agent for the entity cannot be found, the Mayor shall be an agent of the entity upon whom any process against the entity may be served and upon whom any notice or demand required or permitted by law to be served upon the entity may be served. Service on the Mayor of the process, notice, or demand shall be made by delivering or leaving with the Mayor, or his designee, duplicate copies of the process, notice, or demand. If any process, notice, or demand is so served, the Mayor shall immediately cause one of the copies to be forwarded by registered or certified mail to the entity at its principal office or at its last known address.

(e) Service of process, notice, or demand on a registered agent shall be in a written record, but service may be made on a commercial registered agent in other forms, and subject to such requirements, as the agent has stated in its listing under § 29-104.05 that it will accept.

(f) Service of process, notice, or demand may be made by other means under law other than this title.


(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(a)(26), 59 DCR 13171.)

Section References

This section is referenced in § 29-104.05, § 29-104.06, § 29-104.09, § 29-105.07, § 29-105.09, § 29-106.02, § 29-106.03, § 29-106.04, § 29-202.06, § 29-204.06, § 29-205.06, § 29-307.05, § 29-309.07, § 29-609.03, § 29-809.05, § 29-809.09, § 29-1015.05, § 29-1015.06, § 29-1126, and § 29-1207.05.

Effect of Amendments

The 2013 amendment by D.C. Law 19-210 in rewrote the introductory language of (b); substituted “by” for “on behalf of” in (b)(2); substituted “designation” for “appointment” in (c); and in rewrote the first sentence in (d).

Cross References

Withdrawal of foreign filing entity that has converted to a foreign nonfiling entity, see § 29-105.09.

Administrative dissolution, reinstatement, see § 29-106.03.

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.


§ 29–104.13. Duties of registered agent.

The only duties of a registered agent under this subchapter are:

(1) Forward to the represented entity at the address most recently supplied to the agent by the entity any process, notice, or demand that is served on the agent;

(2) Provide the notices required by this title to the entity at the address most recently supplied to the agent by the entity;

(3) If the agent is a noncommercial registered agent, keep current the information required by § 29-104.04(a) in the most recent registered agent filing for the entity; and

(4) If the agent is a commercial registered agent, keep current the information listed for it under § 29-104.05(a).


(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(a)(27), 59 DCR 13171.)

Effect of Amendments

The 2013 amendment by D.C. Law 19-210 substituted “only duties of a registered agent under this subchapter are” for “duties of a registered agent shall be” in the introductory language.

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.


§ 29–104.14. Personal jurisdiction.

The designation or maintenance in the District of a registered agent shall not by itself create the basis for personal jurisdiction over the represented entity in the District.


(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(a)(28), 59 DCR 13171.)

Effect of Amendments

The 2013 amendment by D.C. Law 19-210 substituted “designation” for “appointment”.

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.