Code of the District of Columbia

Subchapter XII. Dissolution.


§ 29–1012.01. Dissolution and winding up.

A limited cooperative association shall be dissolved only as provided in this subchapter and, upon dissolution, wind up in accordance with this subchapter.


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


§ 29–1012.02. Nonjudicial dissolution.

Except as otherwise provided in §§ 29-1012.03 and 29-106.02, a limited cooperative association is dissolved and its activities shall be wound up:

(1) Upon the occurrence of an event or at a time specified in the articles of organization;

(2) Upon the action of the association’s organizers, board of directors, or members under § 29-1012.04 or § 29-1012.05; or

(3) Ninety days after the dissociation of a member, which results in the association having one patron member and no other members, unless the association:

(A) Has a sole member that is a cooperative; or

(B) Not later than the end of the 90-day period, admits at least one member in accordance with the organic rules and has at least 2 members, at least one of which is a patron member.


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

Section References

This section is referenced in § 29-1001.09 and § 29-1005.02.

Editor's Notes

Uniform Law: This section is based on § 1202 of the Uniform Limited Cooperative Association Act.


§ 29–1012.03. Judicial dissolution.

The Superior Court may dissolve a limited cooperative association or order any action that under the circumstances is appropriate and equitable in a proceeding initiated by:

(1) The Attorney General for the District of Columbia, if the association:

(A) Obtained its articles of organization through fraud; or

(B) Has continued to exceed or abuse the authority conferred upon it by law; or

(2) A member, if:

(A) The directors are deadlocked in the management of the association’s affairs, the members are unable to break the deadlock, and irreparable injury to the association is occurring or is threatened because of the deadlock;

(B) The directors or those in control of the association have acted, are acting, or will act in a manner that is illegal, oppressive, or fraudulent;

(C) The members are deadlocked in voting power and have failed to elect successors to directors whose terms have expired for 2 consecutive periods during which annual members meetings were held or were to be held; or

(D) The assets of the association are being misapplied or wasted.


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

Section References

This section is referenced in § 29-1012.02 and § 29-1012.13.

Editor's Notes

Uniform Law: This section is based on § 1203 of the Uniform Limited Cooperative Association Act.


§ 29–1012.04. Voluntary dissolution before commencement of activity.

A majority of the organizers or initial directors of a limited cooperative association that has not yet begun business activity or the conduct of its affairs may dissolve the association.


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

Section References

This section is referenced in § 29-1012.02 and § 29-1012.05.

Editor's Notes

Uniform Law: This section is based on § 1204 of the Uniform Limited Cooperative Association Act.


§ 29–1012.05. Voluntary dissolution by the board and members.

(a) Except as otherwise provided in § 29-1012.04, for a limited cooperative association to voluntarily dissolve:

(1) A resolution to dissolve shall be approved by a majority vote of the board of directors unless a greater percentage is required by the organic rules;

(2) The board of directors shall call a members meeting to consider the resolution, to be held not later than 90 days after adoption of the resolution; and

(3) The board of directors shall mail or otherwise transmit or deliver to each member in a record that complies with § 29-1005.08:

(A) The resolution required by paragraph (1) of this subsection;

(B) A recommendation that the members vote in favor of the resolution or, if the board determines that because of conflict of interest or other special circumstances, it should not make a favorable recommendation, the basis of that determination; and

(C) Notice of the members meeting, which shall be given in the same manner as notice of a special meeting of members.

(b) Subject to subsection (c) of this section, a resolution to dissolve shall be approved by:

(1) At least 2/3 of the voting power of members present at a members meeting called under subsection (a)(2) of this section; and

(2) If the limited cooperative association has investor members, at least a majority of the votes cast by patron members, unless the organic rules require a greater percentage.

(c) The organic rules may require that the percentage of votes under subsection (b)(1) of this section shall be:

(1) A different percentage that is not less than a majority of members voting at the meeting; or

(2) Measured against the voting power of all members; or

(3) A combination of paragraphs (1) and (2) of this subsection.


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

Section References

This section is referenced in § 29-1001.09 and § 29-1012.02.

Editor's Notes

Uniform Law: This section is based on § 1205 of the Uniform Limited Cooperative Association Act.


§ 29–1012.06. Winding up.

(a) A dissolved limited cooperative association shall wind up its activities and affairs, and except as provided in § 29-1012.07, continue after dissolution only for the purpose of winding up.

(b) In winding up a limited cooperative association’s activities, the board of directors:

(1) Shall discharge its liabilities, settle and close its activities, and marshal and distribute its assets; and

(2) May:

(A) Preserve the association or its property as a going concern for no more than a reasonable time;

(B) Prosecute and defend actions and proceedings;

(C) Settle disputes by mediation or arbitration;

(D) Deliver to the Mayor for filing a statement of termination stating the name of the company and that the company is terminated;

(E) Transfer the association’s property; and

(F) Perform other acts necessary or appropriate to the winding up.

(c) After dissolution and upon application of a limited cooperative association, a member, or a holder of financial rights, the Superior Court may order judicial supervision of the winding up of the association, including the appointment of a person to wind up the association’s activities, if:

(1) After a reasonable time, the association has not wound up its activities; or

(2) The applicant establishes other good cause.

(d) If a person is appointed pursuant to subsection (c) of this section to wind up the activities of a limited cooperative association, the association shall promptly deliver to the Mayor for filing an amendment to the articles of organization to reflect the appointment.


(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(j)(8)(A), 59 DCR 13171.)

Section References

This section is referenced in § 29-1002.01.

Effect of Amendments

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

Editor's Notes

Uniform Law: This section is based on § 1206 of the Uniform Limited Cooperative Association Act.

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


§ 29–1012.07. Distribution of assets in winding up limited cooperative association.

(a) In winding up a limited cooperative association’s activities and affairs, the association shall apply its assets to discharge its obligations to creditors, including members that are creditors. The association shall apply any remaining assets to pay, in money, the net amount distributable to members in accordance with their right to distributions under subsection (b) of this section.

(b)(1) Unless the organic rules otherwise provide, for the purposes of this subsection, the term “financial interests” means the amounts recorded in the names of members in the records of a limited cooperative association at the time a distribution is made, including amounts paid to become a member, amounts allocated but not distributed to members, and amounts of distributions authorized but not yet paid to members.

(2) Unless the organic rules otherwise provide, each member shall be entitled to a distribution from the association of any remaining assets in the proportion of the member’s financial interests to the total financial interests of the members after all other obligations are satisfied.


(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(j)(8)(B), 59 DCR 13171.)

Section References

This section is referenced in § 29-1010.07 and § 29-1012.06.

Effect of Amendments

The 2013 amendment by D.C. Law 19-210 substituted “activities and affairs” for “business” in (a).

Editor's Notes

Uniform Law: This section is based on § 1207 of the Uniform Limited Cooperative Association Act.

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


§ 29–1012.08. Known claims against dissolved limited cooperative association.

(a) Subject to subsection (d) of this section, a dissolved limited cooperative association may give notice of a known claim under subsection (b) of this section, which has the effect provided in subsection (c) of this section.

(b) A dissolved limited cooperative association may notify its known claimants of the dissolution in a record. The notice shall:

(1) Specify that a claim be in a record;

(2) Specify the information required to be included in the claim;

(3) Provide an address to which the claim must be sent;

(4) State the deadline for receipt of the claim, which shall not be less than 120 days after the date the notice is received by the claimant; and

(5) State that the claim will be barred if not received by the deadline.

(c) A claim against a dissolved limited cooperative association shall be barred if the requirements of subsection (b) of this section are met and:

(1) The association is not notified of the claimant’s claim, in a record, by the deadline specified in the notice under subsection (b)(4) of this section;

(2) In the case of a claim that is timely received but rejected by the association, the claimant does not commence an action to enforce the claim against the association within 90 days after receipt of the notice of the rejection; or

(3) If a claim is timely received but is not accepted or rejected by the association within 120 days after the deadline for receipt of claims, the claimant does not commence an action to enforce the claim against the association within 90 days after the 120-day period.

(d) This section shall not apply to a claim based on an event occurring after the effective date of dissolution or a liability that is contingent on that date.


(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(j)(8)(C), 59 DCR 13171.)

Section References

This section is referenced in § 29-1010.07, § 29-1012.09, and § 29-1012.10.

Effect of Amendments

The 2013 amendment by D.C. Law 19-210 substituted “give notice of a known claim under subsection (b) of this section, which has the effect provided in subsection (c) of this section” for “dispose of the known claims against it by following the procedure in subsections (b) and (c) of this section” in (a); and substituted “effective date” for the first occurrence of “date” in (d).

Editor's Notes

Uniform Law: This section is based on § 1208 of the Uniform Limited Cooperative Association Act.

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


§ 29–1012.09. Other claims against dissolved limited cooperative association.

(a) A dissolved limited cooperative association may publish notice of its dissolution and request persons having claims against the association to present them in accordance with the notice.

(b) A notice under subsection (a) of this section shall:

(1) Be published at least once in a newspaper of general circulation in the District or, if the association does not have a principal office in the District, in the state and county in which the association’s principal office is or was last located;

(2) Describe the information required to be contained in a claim and provide an address to which the claim is to be sent; and

(3) State that a claim against the association is barred unless an action to enforce the claim is commenced not later than 3 years after publication of the notice.

(c) If a dissolved limited cooperative association publishes a notice in accordance with subsection (b) of this section, the claim of each of the following claimants shall be barred unless the claimant commences an action to enforce the claim not later than 3 years after the first publication date of the notice:

(1) A claimant that did not receive, notice in a record under § 29-1012.08;

(2) A claimant whose claim is contingent or based on an event occurring after the effective date of dissolution; and

(3) A claimant whose claim was timely sent to the company but not acted on.

(d) A claim not barred under this section or § 29-1012.08 may be enforced:

(1) Against a dissolved limited cooperative association, to the extent of its undistributed assets; or

(2) If, except as otherwise provided in § 29-1012.10, the assets of the association have been distributed after dissolution against a member or holder of financial rights to the extent of that person’s proportionate share of the claim or the assets distributed to the person after dissolution, whichever is less; however, a person’s total liability for all claims under this paragraph may not exceed the total amount of assets distributed to the person after dissolution.


(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(j)(8)(D), 59 DCR 13171.)

Section References

This section is referenced in § 29-1012.10.

Effect of Amendments

The 2013 amendment by D.C. Law 19-210 rewrote (c) and (d).

Editor's Notes

Uniform Law: This section is based on § 1209 of the Uniform Limited Cooperative Association Act.

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


§ 29–1012.10. Court proceedings.

(a) Upon application by a dissolved limited cooperative association that has published a notice under § 29-1012.09, the Superior Court may determine the amount and form of security to be provided for payment of claims against the association that are contingent, have not been made known to the association, or are based on an event occurring after the effective date of dissolution, but that, based on the facts known to the association, are reasonably anticipated to arise after the effective date of dissolution. The court need not require security for any claim that is barred under § 29-1012.08 or § 29-1012.09 or that is reasonably anticipated to be barred under that section.

(b) Not later than 10 days after filing an application under subsection (a) of this section, a dissolved limited cooperative association shall give notice of the proceeding to each known claimant holding a contingent claim as shown on the records of the dissolved association.

(c) The Superior Court may appoint a representative in a proceeding brought under this section to represent all claimants whose identities are unknown. The dissolved limited cooperative association shall pay reasonable fees and expenses of the representative, including all reasonable attorneys’ and expert witness fees.

(d) Provision by the dissolved limited cooperative association for security in the amount and the form ordered by the Superior Court shall satisfy the association’s obligations with respect to claims that are contingent, have not been made known to the association, or are based on an event occurring after the effective date of dissolution. The association’s obligations with respect to claims that are contingent may not be enforced against a member or holder of financial rights that received assets in liquidation.


(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(j)(8)(E), 59 DCR 13171.)

Section References

This section is referenced in § 29-1010.07 and § 29-1012.09.

Effect of Amendments

The 2013 amendment by D.C. Law 19-210 substituted “Court proceedings” for “Judicial proceeding” in the section heading; added the second sentence of (a); added “as shown on the records of the dissolved association” at the end of (b); and substituted a closing period and “The association’s obligations with respect to claims that are contingent may not be enforced against a member or holder of financial rights that received assets in liquidation” for “and the claims shall not be enforced against a member that received a distribution” in (d).

Editor's Notes

Uniform Law: This section is based on § 1210 of the Uniform Limited Cooperative Association Act.

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


§ 29–1012.11. Statement of dissolution.

(a) A limited cooperative association that has dissolved or is about to dissolve may deliver to the Mayor for filing a statement of dissolution that states:

(1) The name of the association;

(2) The date the association dissolved or will dissolve; and

(3) Any other information the association considers relevant.

(b) A person shall have notice of a limited cooperative association’s dissolution on the later of:

(1) Ninety days after a statement of dissolution is filed; or

(2) The effective date stated in the statement of dissolution.


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

Editor's Notes

Uniform Law: This section is based on § 1214 of the Uniform Limited Cooperative Association Act.


§ 29–1012.12. Statement of termination.

(a) A dissolved limited cooperative association that has completed winding up may deliver to the Mayor for filing a statement of termination that states:

(1) The name of the association;

(2) The date of filing of its initial articles of organization; and

(3) That the association is terminated.

(b) The filing of a statement of termination shall not itself terminate the limited cooperative association.


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

Editor's Notes

Uniform Law: This section is based on § 1215 of the Uniform Limited Cooperative Association Act.


§ 29–1012.13. Rescinding dissolution.

(a) A limited cooperative association may rescind its dissolution, unless a statement of termination applicable to the association is effective, the Superior Court has entered an order under § 29-1012.03 dissolving the association, or the Mayor has dissolved the association under § 29-106.02.

(b) Rescinding dissolution under this section requires:

(1) The consent of each member;

(2) If a statement of dissolution applicable to the limited cooperative association has been filed by the Mayor but has not become effective, the delivery to the Mayor for filing of a statement of withdrawal applicable to the statement of dissolution; and

(3) If a statement of dissolution applicable to the limited cooperative association is effective, the delivery to the Mayor for filing of a statement of correction under § 29-102.05 stating that dissolution has been rescinded under this section.

(c) If a limited cooperative association rescinds its dissolution:

(1) The association resumes carrying on its activities and affairs as if dissolution had never occurred;

(2) Subject to paragraph (3) of this subsection, any liability incurred by the association after the dissolution and before the rescission is effective is determined as if dissolution had never occurred; and

(3) The rights of a third party arising out of conduct in reliance on the dissolution before the third party knew or had notice of the rescission may not be adversely affected.


(Mar. 5, 2013, D.C. Law 19-210, § 2(j)(8)(F), 59 DCR 13171.)

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.