Code of the District of Columbia

Subchapter VI. Administrative Dissolution.


§ 29–106.01. Grounds.

The Mayor may commence a proceeding under § 29-106.02 to dissolve a domestic filing entity administratively if the entity does not:

(1) Pay any fee or penalty required to be paid to the Mayor not later than 5 months after it is due;

(2) Deliver a biennial report to the Mayor not later than 5 months after it is due; or

(3) Have a registered agent in the District for 60 days.


(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(a)(39), 59 DCR 13171.)

Section References

This section is referenced in § 29-106.02, § 29-610.01, and § 29-1208.01.

Effect of Amendments

The 2013 amendment by D.C. Law 19-210 deleted “tax”’ following “fee” in (a); and substituted “5 months” for “6 months” 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.


§ 29–106.02. Procedure and effect.

(a) If the Mayor determines that one or more grounds exist under § 29-106.01 for dissolving a domestic filing entity, the Mayor shall serve the entity pursuant to § 29-104.12 with notice in a record of the Mayor’s determination.

(b) If a domestic filing entity, not later than 60 days after service of the notice required by subsection (a) of this section does not cure each ground for dissolution or demonstrate to the satisfaction of the Mayor that each ground determined by the Mayor does not exist, after the expiration of the 60-day period, the Mayor shall dissolve the entity administratively by signing a statement of dissolution that recites the grounds for dissolution and its effective date. The Mayor shall file the statement and serve a copy on the entity pursuant to § 29-104.12 and publish a notice of the statement on an appropriate website.

(c) A domestic filing entity that is dissolved administratively continues its existence as an entity, but shall not carry on any activities or affairs except as necessary to wind up its activities and affairs and liquidate its assets in the manner provided in its organic law or to apply for reinstatement under § 29-106.03.

(d) The administrative dissolution of a domestic filing entity shall not terminate the authority of its registered agent.


(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(a)(40), 59 DCR 13171.)

Section References

This section is referenced in § 29-102.08, § 29-102.10, § 29-106.01, § 29-106.03, § 29-708.01, § 29-708.10, § 29-807.01, § 29-807.06, § 29-1012.02, § 29-1012.13, and § 29-1208.01.

Effect of Amendments

The 2013 amendment by D.C. Law 19-210 substituted “required by subsection (a) of this section does not cure” for “is effected under § 29-104.12, does not correct”, and deleted “the original of” following “statement” in (b); and in (c) substituted “any activities or affairs” for “any business”, and “wind up its activities and affairs and liquidate its assets” for “wind up and liquidate its business and affairs”.

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.


§ 29–106.03. Reinstatement.

(a) A domestic filing entity that is dissolved administratively under § 29-106.02 may apply to the Mayor for reinstatement. The application shall be signed by the entity and state:

(1) The name of the entity at the time of its administrative dissolution and, if needed, a different name that satisfies § 29-103.01;

(2) The address of the principal office of the entity and the name and address of the registered agent;

(3) The effective date of the entity’s administrative dissolution; and

(4) That the grounds for dissolution either did not exist or have been cured.

(b) To be reinstated, an entity shall pay all fees and penalties that were due to the Mayor at the time of its administrative dissolution and all fees and penalties that would have been due to the Mayor while the entity was dissolved administratively.

(c) If the Mayor determines that an application under subsection (a) of this section contains the information required by subsection (a) of this section, is satisfied that the information is correct, and determines that all payments required to be made to the Mayor by subsection (b) of this section have been made, the Mayor shall cancel the statement of dissolution and prepare a statement of reinstatement that states the Mayor’s determination and the effective date of reinstatement, file the statement, and serve a copy on the entity pursuant to § 29-104.12.

(d) When reinstatement under this section is effective, it shall relate back to, and be effective, as of the effective date of the administrative dissolution, and the domestic filing entity shall resume carrying on its activities and affairs as if the administrative dissolution had never occurred, except for the rights of a person arising out of an act or omission in reliance on the dissolution before the person knew or had reason to know of the reinstatement.


(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(a)(41), 59 DCR 13171.)

Section References

This section is referenced in § 29-106.02.

Effect of Amendments

The 2013 amendment by D.C. Law 19-210 substituted “shall be signed by the entity and state” for “shall state‘ in the introductory language of (a); substituted “cured‘ for “eliminated‘ in (a)(4); twice deleted “taxes,‘ following “fees‘ in (b); in (c) substituted “an application under subsection (a) of this section‘ for “the application‘, and deleted “the original of‘ following “file‘; and substituted “activities and affairs‘ for “business‘ 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.


§ 29–106.04. Judicial review of denial of reinstatement.

(a) If the Mayor denies a domestic filing entity’s application for reinstatement following administrative dissolution, the Mayor shall serve the entity pursuant to § 29-104.12 with a notice in a record that explains the reason or reasons for denial.

(b) An entity may seek judicial review of denial of reinstatement in the Superior Court not later than 30 days after service of the notice of denial.


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