Chapter 1. General Provisions.
Subchapter I. General Provisions.
§ 29–101.01. Short titles.
(a) This title may be cited as the “Business Organizations Code”.
(b) This chapter may be cited as the “Business Organizations Code General Provisions Act of 2010”.
(c) Subchapter IV of this chapter may be cited as the “Registered Agent Act of 2010”.
§ 29–101.02. Definitions.
Except as otherwise provided in definitions of the same terms in other chapters of this title, for the purposes of this title, the term:
(1) “Biennial report” means the report required by § 29-102.11.
(2) “Business corporation” means:
(A) A domestic business corporation incorporated under or subject to Chapter 3 of this title; or
(B) A foreign business corporation.
(3) “Business trust” means a trust formed under the statutory law of another state which is not a foreign statutory trust and does not have a predominately donative purpose.
(4) “Commercial registered agent” means a person listed under § 29-104.05.
(5) “Common-law business trust” means a common-law trust that does not have a predominately donative purpose.
(6) “Debtor in bankruptcy” means a person that is the subject of:
(A) An order for relief under Title 11 of the United States Code or a comparable order under a successor statute of general application; or
(B) A comparable order under federal, state, or foreign law governing insolvency.
(7) “Distributional interest” means the right under an unincorporated entity’s organic law and organic rules to receive distributions from the entity.
(8) “Domestic”[,] with respect to an entity, means governed as to its internal affairs by the law of the District or created under the provisions of a special act of congress unless otherwise noted under its Congressional Charter.
(9) “Effective date”, when referring to a record filed by the Mayor, means the time and date determined in accordance with § 29-102.03.
(10)(A) “Entity” means:
(i) A business corporation;
(ii) A nonprofit corporation;
(iii) A general partnership, including a limited liability partnership;
(iv) A limited partnership, including a limited liability limited partnership;
(v) A limited liability company;
(vi) A general cooperative association;
(vii) A limited cooperative association;
(viii) An unincorporated nonprofit association;
(ix) A statutory trust, business trust, or common-law business trust; or
(x) Any other person that has a legal existence separate from any interest holder of that person or that has the power to acquire an interest in real property in its own name.
(B) The term “entity” does not include:
(i) An individual;
(ii) A testamentary or inter vivos trust with a predominantly donative purpose, or a charitable trust;
(iii) An association or relationship that is not a partnership under the rules set forth in § 29-602.02(c) or a similar provision of the law of another jurisdiction;
(iv) A decedent’s estate; or
(v) A government or a governmental subdivision, agency, or instrumentality.
(11) “Entity filing” means a record delivered for filing to the Mayor pursuant to this title.
(12) “Filed record” means a record filed by the Mayor pursuant to this title.
(13) “Filing entity” means an entity that is formed by filing a public organic record. The term does not include a limited liability partnership.
(14) “Foreign”, with respect to an entity, means an entity governed as to its internal affairs by the law of a jurisdiction other than the District.
(15) “General cooperative association” means a domestic general cooperative association formed under or subject to Chapter 9 of this title or a foreign general cooperative association.
(16) “General partnership” means a domestic general partnership formed under or subject to Chapter 6 of this title or a foreign general partnership. The term “general partnership” includes a limited liability partnership.
(17) “Governance interest” means a right under the organic law or organic rules of an unincorporated entity, other than as a governor, agent, assignee, or proxy, to:
(A) Receive or demand access to information concerning, or the books and records of, the entity;
(B) Vote for the election of the governors of the entity; or
(C) Receive notice of or vote on issues involving the internal affairs of the entity.
(18) “Governor” means a:
(A) Director of a business corporation;
(B) Director or trustee of a nonprofit corporation;
(C) General partner of a general partnership;
(D) General partner of a limited partnership;
(E) Manager of a manager-managed limited liability company;
(F) Member of a member-managed limited liability company;
(G) Director of a general cooperative association;
(H) Director of a limited cooperative association;
(I) Manager of an unincorporated nonprofit association;
(J) Trustee of a statutory trust, business trust, or common-law business trust; or
(K) Any other person under whose authority the powers of an entity are exercised and under whose direction the activities and affairs of the entity are managed pursuant to the entity’s organic law and organic rules.
(19) “Interest” means a:
(A) Share in a business corporation;
(B) Membership in a nonprofit corporation;
(C) Partnership interest in a general partnership;
(D) Partnership interest in a limited partnership;
(E) Membership interest in a limited liability company;
(F) Share in a general cooperative association;
(G) Member’s interest in a limited cooperative association;
(H) Membership in an unincorporated nonprofit association;
(I) Beneficial interest in a statutory trust, business trust, or common law business trust; or
(J) Governance interest or distributional interest in any other type of unincorporated entity.
(20) “Interest holder” means:
(A) A shareholder of a business corporation;
(B) A member of a nonprofit corporation;
(C) A general partner of a general partnership;
(D) A general partner of a limited partnership;
(E) A limited partner of a limited partnership;
(F) A member of a limited liability company;
(G) A shareholder of a general cooperative association;
(H) A member of a limited cooperative association;
(I) A member of an unincorporated nonprofit association;
(J) A beneficiary or beneficial owner of a statutory trust, business trust, or common law business trust; or
(K) Any other direct holder of an interest.
(21) “Jurisdiction”, used to refer to a political entity, means the United States, a state, a foreign country, or a political subdivision of a foreign country.
(22) “Jurisdiction of formation” means the jurisdiction whose law includes the organic law of an entity.
(23) “Limited cooperative association” means a domestic limited cooperative association formed under or subject to Chapter 10 of this title or a foreign limited cooperative association.
(24) “Limited liability company” means a domestic limited liability company formed under or subject to Chapter 8 of this title or a foreign limited liability company.
(25) “Limited liability limited partnership” means a domestic limited liability limited partnership formed under or subject to Chapter 7 of this title or a foreign limited liability limited partnership.
(26) “Limited liability partnership” means a domestic limited liability partnership that has a statement of qualification in effect under Chapter 6 of this title or a foreign limited liability partnership.
(27) “Limited partnership” means a domestic limited partnership formed under or subject to Chapter 7 of this title or a foreign limited partnership. The term includes a limited liability limited partnership.
(28) “Noncommercial registered agent” means a person that is not a commercial registered agent and is:
(A) An individual or domestic or foreign entity that serves in the District as the registered agent of an entity;
(B) An individual who holds the office or other position in an entity who is designated as the registered agent pursuant to § 29-104.04(a)(2)(B); or
(C) A member in good standing of the District of Columbia Bar who maintains an office in the District of Columbia.
(29) “Nonfiling entity” means an entity that is formed other than by filing a public organic record.
(30) “Nonprofit corporation” means a domestic nonprofit corporation incorporated under or subject to Chapter 4 of this title or a foreign nonprofit corporation.
(31) “Nonregistered foreign entity” means a foreign entity that is not registered to do business in the District pursuant to a statement of registration filed by the Mayor.
(32) “Organic law” means the law of an entity’s jurisdiction of formation which governs the internal affairs of the entity.
(33) “Organic rules” means the public organic record and private organic rules of an entity.
(34) “Person” means an individual, estate, business or nonprofit entity, public corporation, government or governmental subdivision, agency, or instrumentality, or any other legal entity.
(35) “Principal office” means the principal executive office of an entity, whether or not the office is located in the District.
(36) “Private organic rules” means the rules, whether or not in a record, that govern the internal affairs of an entity, are binding on all of its interest holders, and are not part of its public organic record, if any. The term “private organic rules” shall include:
(A) Bylaws of a business corporation;
(B) Bylaws of a nonprofit corporation;
(C) Partnership agreement of a general partnership;
(D) Partnership agreement of a limited partnership;
(E) Operating agreement of a limited liability company;
(F) Bylaws of a general cooperative association;
(G) Bylaws of a limited cooperative association;
(H) Governing principles of an unincorporated nonprofit association; and
(I) Trust instrument of a statutory trust or similar rules of a business trust, or common-law business trust.
(37) “Proceeding” includes a civil action, arbitration, mediation, administrative proceeding, criminal prosecution, and investigatory action.
(38) “Professional limited liability company” means a limited liability company organized under Chapter 8 of this title solely for the purpose of rendering professional services through its members, managers, employees, or agents.
(39) “Property” means all property, whether real, personal, or mixed, or tangible or intangible, or any right or interest therein.
(40) “Public organic record” means a record the filing of which by the Mayor is required to form an entity and any amendment to or restatement of that record. The term “public organic record” shall include the:
(A) Articles of incorporation of a business corporation;
(B) Articles of incorporation of a nonprofit corporation;
(C) Certificate of limited partnership of a limited partnership;
(D) Certificate of organization of a limited liability company;
(E) Articles of incorporation of a general cooperative association;
(F) Articles of organization of a limited cooperative association; and
(G) Certificate of trust of a statutory trust or a similar record of a business trust or common-law business trust.
(41) “Receipt” or “receive”, as used in this chapter, means actual receipt.
(42) “Record”, used as a noun, means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form.
(43) “Registered agent” means an agent of an entity which is authorized to receive service of any process, notice, or demand required or permitted by law to be served on the entity. The term “registered agent” includes a commercial registered agent and a noncommercial registered agent.
(44) “Registered foreign entity” means a foreign entity that is registered to do business in the District pursuant to a statement of registration filed by the Mayor.
(45) “Sign” means, with present intent to authenticate or adopt a record to:
(A) Execute or adopt a tangible symbol; or
(B) Attach to or logically associate with the record an electronic symbol, sound, or process.
(46) “State” means a state of the United States, the District of Columbia, Puerto Rico, the United States Virgin Islands, or any territory or insular possession subject to the jurisdiction of the United States.
(47) “Statutory trust” means a domestic statutory trust formed under or subject to Chapter 12 of this title or a trust formed under a statute of a jurisdiction other than the District which would be a statutory trust if formed under the law of the District.
(48) “Superior Court” means the Superior Court of the District of Columbia.
(49) “Transfer” includes an assignment, conveyance, sale, lease, or encumbrance, including a mortgage or security interest, a gift, or a transfer by operation of law.
(50) “Type of entity” means a generic form of entity:
(A) Recognized at common law; or
(B) Formed under an organic law, whether or not some entities formed under that organic law are subject to provisions of that law that create different categories of the form of entity.
(51) “Unincorporated nonprofit association” means a domestic unincorporated nonprofit association formed under or subject to Chapter 11 of this title or a nonprofit association formed under the law of a jurisdiction other than the District which would be an unincorporated nonprofit association if formed under the law of the District.
(52) “Written” means inscribed on a tangible medium. “Writing” has a corresponding meaning.
§ 29–101.03. Applicability of chapter.
This chapter shall apply to an entity formed under or subject to this title.
§ 29–101.04. Delivery of record.
(a) Except as otherwise provided in this title, permissible means of delivery of a record include delivery by hand, mail by the United States Postal Service, commercial delivery service, and electronic transmission.
(b) Delivery to the Mayor shall be effective only when the record is received by the Mayor.
§ 29–101.05. Rules and procedures.
The Mayor may adopt rules in accordance with the subchapter I of Chapter 5 and may prescribe procedures not required to be adopted as rules which are reasonably necessary to perform the duties required of the Mayor under this title.
§ 29–101.06. Civil fines for violations of title.
(a) The Mayor, pursuant to rules adopted in accordance with subchapter I of Chapter 5 of Title 2, may impose civil fines and penalties pursuant to Chapter 18 of Title 2, on any person who:
(1) Signs any filing pursuant to this title knowing it to contain a material misstatement of fact;
(2) Does business in the District of Columbia and:
(A) If a domestic business corporation or professional corporation, does not have articles of incorporation filed under § 29-302.02;
(B) If a domestic nonprofit corporation, does not have articles of incorporation filed under § 29-402.02;
(C) If a domestic limited partnership, does not have a certificate of limited partnership filed under § 29-702.01;
(D) If a domestic limited liability company, does not have a certificate of organization filed under § 29-802.01;
(E) If a domestic general cooperative association, does not have articles of incorporation filed under § 29-906;
(F) If a domestic limited cooperative association, does not have articles of organization filed under § 29-1003.02; or
(G) If a domestic statutory trust, does not have a certificate of trust filed under § 29-1202.01;
(3) If a domestic entity of a type described in paragraph (2) of this subsection, does business in the District of Columbia after it has been dissolved, whether voluntarily, judicially, or administratively, unless the dissolution has been revoked or the entity has been reinstated in accordance with this title;
(4) If a foreign filing entity, does business in the District of Columbia:
(A) Without having obtained a certificate of registration under § 29-105.02; or
(B) After its certificate of registration has been terminated under § 29-105.11; or
(5) Fails to designate and maintain a registered agent as required by this title.
(b) Civil fines, penalties, and fees imposed by the Mayor under subsection (a) of this section shall be adjudicated pursuant to subchapter I of Chapter 18 of Title 2[.]
(c) The rules proposed pursuant to subsection (a) of this section shall be submitted to the Council for a 45-day period of review, excluding Saturdays, Sundays, legal holidays, and days of Council recess. If the Council does not approve the proposed rules, in whole or in part, by resolution within this 45-day review period, the proposed rules shall be deemed disapproved.
Subchapter II. Filing.
§ 29–102.01. Entity filing requirements.
(a) To be filed by the Mayor pursuant to this title, an entity filing shall be received by the office of the Mayor, and shall comply with this title, and satisfy the following:
(1) The entity filing shall be required or permitted by this title.
(2) The entity filing shall be physically delivered in written form unless and to the extent the Mayor permits electronic delivery of entity filings in other than written form.
(3) The words in the entity filing shall be in English and numbers shall be in Arabic or Roman numerals, but the name of the entity need not be in English if written in English letters or Arabic or Roman numerals.
(4) The entity filing shall be signed by or on behalf of a person authorized or required under this title to sign the filing.
(5) The entity filing shall state the name and capacity, if any, of each individual who signed it, either by or on behalf of the person authorized or required to sign the filing, but need not contain a seal, attestation, acknowledgment, or verification.
(6) For entity registration filings made on or after January 1, 2020, the filing shall state the names, residence and business addresses of each person whose aggregate share of direct or indirect, legal or beneficial ownership of a governance or total distributional interest of the entity:
(A) Exceeds 10%; or
(B) Does not exceed 10%; provided, that the person:
(i) Controls the financial or operational decisions of the entity; or
(ii) Has the ability to direct the day-to-day operations of the entity.
(7) The entity registration filing shall state, for each foreign entity that is identified pursuant to paragraph (6) of this subsection, the names, residence and business addresses of each person whose aggregate share of direct or indirect, legal or beneficial ownership of a governance or total distributional interest of the foreign entity:
(A) Exceeds 10%; or
(B) Does not exceed 10%; provided, that the person:
(i) Controls the financial or operational decisions of the foreign entity; or
(ii) Has the ability to direct the day-to-day operations of the foreign entity.
(8) If an entity submits an entity registration filing that does not include the information required by paragraphs (6) or (7) of this subsection, the entity shall not be allowed to register or do business in the District.
(9) If information required by paragraphs (6) and (7) of this subsection changes at any time after the submission of the entity registration filing, articles of amendment shall be filed to reflect the changes.
(b) If a law other than this title prohibits the disclosure by the Mayor of information contained in an entity filing, the Mayor shall accept the filing if it otherwise complies with this title, but the Mayor may redact the information.
(c) When an entity filing is delivered to the Mayor for filing, any fee required under this chapter and any fee, tax, or penalty required to be paid under this title or law other than this title shall be paid in a manner permitted by the Mayor or by that law.
(d) The Mayor may require that an entity filing delivered in written form be accompanied by an identical or conformed copy.
(e) Any record filed under this title may be signed by an agent.
§ 29–102.02. Forms.
(a) The Mayor may provide forms for entity filings required or permitted to be made by this title, but, except as otherwise provided in subsection (b) or (c) of this section, their use shall not be required.
(b) The Mayor may require that a cover sheet for an entity filing and a biennial report be on forms prescribed by the Mayor.
(c) The Mayor may require that any filing by a foreign entity under this title be on a form prescribed by the Mayor.
(d) The Mayor, by rule, may authorize, but not require, any filing required or permitted by this title to be filed by electronic means and may prescribe forms and procedures for the electronic filings.
§ 29–102.03. Effective time and date.
Except as otherwise provided in this title and subject to § 29-102.05(d), an entity filing shall be effective:
(1) On the date and at the time of its filing by the Mayor as provided in § 29-102.06;
(2) On the date of filing and at the time specified in the entity filing as its effective time, if later than the time under paragraph (1) of this section;
(3) If permitted by this title, at a specified delayed effective time and date, which shall not be more than 90 days after the date of filing; or
(4) If a delayed effective date as permitted by this title is specified, but no time is specified, at 12:01 a.m. on the date specified, which may not be more than 90 days after the date of filing.
§ 29–102.04. Withdrawal of filed record before effectiveness.
(a) The parties to a filed record may withdraw the record before it takes effect.
(b) To withdraw a filed record, the parties to the record shall deliver to the Mayor for filing a statement of withdrawal.
(c) A statement of withdrawal shall:
(1) Except as otherwise agreed by the parties, be signed on behalf of each party that signed the filed record being withdrawn;
(2) Identify the filed record to be withdrawn, the date of its filing, and the parties to it; and
(3) If not filed by all parties, state that the filed record has been withdrawn in accordance with the agreement of the parties.
(d) Upon filing by the Mayor of a statement of withdrawal, the action or transaction evidenced by the original filed record shall not take effect.
§ 29–102.05. Correcting filed record.
(a) A person on whose behalf a filed record was delivered to the Mayor for filing may correct the record if the:
(1) Record at the time of filing contained an inaccuracy;
(2) Record was defectively signed; or
(3) Electronic transmission of the record to the Mayor was defective.
(b) To correct a filed record, the parties to the record shall deliver to the Mayor a statement of correction.
(c) A statement of correction shall:
(1) Not state a delayed effective date;
(2) Be signed by the person correcting the filed record;
(3) Identify the filed record to be corrected or have attached a copy and state the date of its filing;
(4) Specify the inaccuracy or defect to be corrected; and
(5) Correct the inaccuracy or defect.
(d) A statement of correction shall be effective as of the effective date of the filed record that it corrects except as to persons relying on the uncorrected filed record and adversely affected by the correction. As to those persons, the statement of correction shall be effective when filed.
§ 29–102.06. Duty of Mayor to file; review of refusal to file.
(a) The Mayor shall file an entity filing delivered to the Mayor for filing which satisfies this title. The duty of the Mayor under this section is ministerial.
(b) When the Mayor files an entity filing, the Mayor shall record it as filed on the date and at the time of its delivery. After filing an entity filing, the Mayor shall deliver to the person that submitted the filing a copy of the filing with an acknowledgment of the date and time of filing.
(c) If the Mayor refuses to file an entity filing, the Mayor shall return the entity filing or notify the person that submitted the filing not later than 15 business days after the filing is delivered, together with a brief explanation in a record of the reason for the refusal. If an entity files a corrected entity filing within 60 days of the date the document was initially rejected for filing, it shall not be required to pay a filing fee. If the entity files a corrected entity filing after that date, it shall be required to pay the applicable filing fee.
(d) If the Mayor refuses to file an entity filing, the person that submitted the filing may seek review of the refusal by the Superior Court under the following procedures:
(1) The review proceeding shall be commenced by petitioning the court to compel filing of the filing and by attaching to the petition the filing and the explanation of the Mayor of the refusal to file.
(2) The court may summarily order the Mayor to file the filing or take other action the court considers appropriate.
(3) The final decision of the court may be appealed as in other civil proceedings.
(e) The filing of or refusal to file an entity filing shall not:
(1) Affect the validity or invalidity of the filing in whole or in part;
(2) Affect the correctness or incorrectness of information contained in the filing; or
(3) Create a presumption that the filing is valid or invalid or that information contained in the filing is correct or incorrect.
§ 29–102.07. Evidentiary effect of copy of filed record.
A certification from the Mayor accompanying a copy of a filed record shall be conclusive evidence that the copy is an accurate representation of the original record on file with the Mayor.
§ 29–102.08. Certificate of good standing or registration.
(a) On request of any person, the Mayor shall issue a certificate of good standing for a domestic filing entity or a certificate of registration for a registered foreign entity.
(b) A certificate under subsection (a) of this section shall state:
(1) The domestic filing entity’s name or the registered foreign entity’s name used in the District;
(2) In the case of a domestic filing entity:
(A) That its public organic record has been filed and has taken effect;
(B) The date the public organic record became effective; and
(C) The period of the entity’s duration if the records of the Mayor reflect that its period of duration is less than perpetual;
(3) In the case of a registered foreign entity, that it is registered to do business in the District;
(4) That all fees and penalties owed to the District for entity filings collected through the Mayor have been paid if:
(A) Payment is reflected in the records of the Mayor; and
(B) Nonpayment affects the good standing or registration of the domestic or foreign entity;
(5) That the entity’s most recent biennial report required by § 29-102.11 has been delivered for filing to the Mayor;
(6) That the records of the Mayor do not reflect that the entity has been dissolved; and
(7) That a dissolution proceeding under § 29-106.02 is not pending.
(c) Subject to any qualification stated in the certificate, a certificate issued by the Mayor under subsection (a) of this section may be relied upon as conclusive evidence that the domestic filing entity is in existence or the registered foreign entity is registered to do business in the District.
§ 29–102.09. Signing of entity filing.
(a) Signing an entity filing shall be an affirmation under the penalties for making false statements that the facts stated in the filing are true in all material respects.
(b) Whenever this title requires a particular individual to sign an entity filing and the individual is deceased or incompetent, the filing may be signed by a personal representative of the individual on behalf of the individual.
(c) A person that signs a record as an agent or legal representative thereby affirms as a fact that the person is authorized to sign the record.
(d) If a person required by this title to sign or deliver a record to the Mayor for filing under this title does not do so, any other person that is aggrieved may petition the Superior Court to order:
(1) The person to sign the record;
(2) The person to deliver the record to the Mayor for filing; or
(3) The Mayor to file the record unsigned.
(e) If the petitioner under subsection (d) of this section is not the entity to which the record pertains, the petitioner shall make the entity a party to the action.
(f) A record filed under subsection (d)(3) of this section is effective without being signed.
(g) If a record delivered to the Mayor for filing under this title and filed by the Mayor contains inaccurate information, a person that suffers a loss by reliance on the information may recover damages for the loss from a person that signed the record or caused another to sign it on the person’s behalf and knew at the time the record was signed that the information was inaccurate.
§ 29–102.10. Delivery by Mayor.
Except as otherwise provided by § 29-106.02 or by law other than this title, the Mayor may deliver any record to a person by delivering it to the person that submitted it, to the address of the person’s registered agent, to the principal office address of the person, or to another address the person provides to the Mayor for delivery, or by delivering the record or notice by means of electronic transmission.
§ 29–102.11. Biennial report for Mayor.
(a) Each domestic filing entity and limited liability partnership and registered foreign entity shall deliver to the Mayor for filing a biennial report that sets forth:
(1) The name of the entity and its jurisdiction of formation;
(2) The name and street and mailing address of the entity’s registered agent in the District;
(3) The street and mailing address of the entity’s principal office;
(4) The name of at least one governor; and
(5) In the case of a registered foreign entity, a statement that the entity is in good standing in its state of formation or, if the entity is not in good standing, a description of the efforts of the entity to bring itself into good standing.
(6) For biennial reports made on or after January 1, 2020, the report shall state the names, residence and business addresses of each person whose aggregate share of direct or indirect, legal or beneficial ownership of a governance or total distributional interest of the entity:
(A) Exceeds 10%; or
(B) Does not exceed 10%; provided, that the person:
(i) Controls the financial or operational decisions of the entity; or
(ii) Has the ability to direct the day-to-day operations of the entity.
(7) The biennial report shall state, for each foreign entity that is identified pursuant to paragraph (6) of this subsection, the names, residence and business addresses of each person whose aggregate share of direct or indirect, legal or beneficial ownership of a governance or total distributional interest of the foreign entity:
(A) Exceeds 10%; or
(B) Does not exceed 10%; provided, that the person:
(i) Controls the financial or operational decisions of the foreign entity; or
(ii) Has the ability to direct the day-to-day operations of the foreign entity.
(8) Submission of a biennial report that does not include the information required by paragraphs (6) and (7) of this subsection shall result in administrative dissolution of a domestic entity pursuant to the process specified under § 29-106.02 or termination of registration of a foreign entity pursuant to the process specified under § 29-105.11.
(b) Information in the biennial report shall be current as of the date the report is signed on behalf of the entity. If information in the biennial report changes after the time of report filing, a statement of correction as specified under § 29-102.05 shall be filed to reflect the changes.
(c) The 1st biennial report shall be delivered to the Mayor for filing by April 1 of the year following the calendar year in which the public organic record of the domestic filing entity became effective, the statement of qualification of a domestic limited liability partnership became effective, or the foreign filing entity registered to do business in the District. Subsequent biennial reports shall be delivered to the Mayor by April 1st of each 2nd calendar year thereafter.
(d) If a biennial report does not contain the information required by this subchapter, the Mayor promptly shall notify the reporting domestic or registered foreign entity in a record and return the report for correction.
(e) If a filed biennial report contains the name or address of a registered agent which differs from the information shown in the records of the Mayor immediately before the filing, the differing information in the biennial report shall be considered a statement of change under § 29-104.07, 29-104.08, or 29-104.09.
§ 29–102.12. Fees.
(a) The Mayor, pursuant to Chapter 5 of Title 2, shall adopt rules, to establish or revise fees for entity filings authorized to be delivered to the Mayor for filing under this title and for copying and certifying a copy of any entity filing under this title.
(b) There shall be no fee for filing a registered agent’s statement of resignation.
(c) The withdrawal under § 29-102.04 of a filed record before it is effective or the correction of a filed record under § 29-102.05 shall not entitle the person on whose behalf the record was filed to a refund of the filing fee.
(d) The rules proposed pursuant to subsection (a) of this section shall be submitted to the Council for a 45-day period of review, excluding Saturdays, Sundays, legal holidays, and days of Council recess. If the Council does not approve the proposed rules, in whole or in part, by resolution within this 45-day review period, the proposed rules shall be deemed approved.
(e) The Mayor may implement fee forgiveness programs by rulemaking to encourage entities to come into compliance with the entity filing requirements of this subchapter.
§ 29–102.13. Establishment of Corporate Recordation Fund; disposition of entity filing fees.
(a) There is established the Corporate Recordation Fund (“Fund”), which shall be classified as a proprietary fund and a type of enterprise fund for the purposes of § 47-373(1). The Fund shall be credited with all fees:
(1) That are identified in § 29-102.12 that are collected for Chapters 10, 12, and 13;
(2) That are identified as expedited fees and the fees collected for the enforcement of Chapters 10, 12, and 13; and
(3) Collected for the processing of corporate filings, including renewals, fines, and option service fees.
(b) Revenue credited to the Fund shall be expended by the Department of Licensing and Consumer Protection as designated by an appropriations act of Congress for the purposes of maintaining and upgrading the corporate filing system, including copying fees, automation upgrades, personnel costs, and supplies.
(c) Fees and charges payable to the Mayor shall be paid at the time of presenting a document for filing or making a request for information for which a fee or charge is payable.
(d) Overpayments and duplicate and erroneous payments shall be refunded. A mere change of purpose after the payment of money, as when a party desires to withdraw a filing, shall not entitle a party to a refund.
(e) Except noted under subsection (d) of this section, all other fees shall be deemed processing fees and shall be nonrefundable.
(f) The Mayor may cancel a processed filing due to nonpayment.
Subchapter III. Name of Entity.
§ 29–103.01. Permitted names.
(a) Except as otherwise provided in subsections (b) and (d) of this section, the name of a domestic entity, and the name under which a foreign filing entity or foreign limited liability partnership may register to do business in the District, shall be distinguishable on the records of the Mayor from any:
(1) Name of another domestic filing entity or limited liability partnership;
(2) Name of a foreign entity that is registered to do business in the District under subchapter V of this chapter;
(3) Name that is reserved under § 29-103.03;
(4) Name that is registered under § 29-103.04; or
(5) Assumed name registered under subchapter I-C of Chapter 28 of Title 47.
(b) An entity may consent in a record to the use of its name by another registered entity, but the consenting entity must, in a form satisfactory to the Mayor, change its name so that it is distinguishable from any name in any category of names in subsection (a) of this section.
(c) Except as otherwise provided in subsection (d) of this section, in determining whether a name is the same as or not distinguishable on the records of the Mayor from the name of another entity, words, phrases, or abbreviations indicating the type of entity, such as “corporation”, “corp.”, “incorporated”, “Inc.”, “professional corporation”, “PC”, “professional association”, “PA”, “Limited”, “Ltd.”, “limited partnership”, “LP”, “limited liability partnership”, “LLP”, “registered limited liability partnership”, “RLLP”, “limited liability limited partnership”, “LLLP”, “registered limited liability limited partnership”, “RLLLP”, “limited liability company”, or “LLC”, shall not be taken into account.
(d) An entity may consent in a record to the use of a name that is not distinguishable on the records of the Mayor from its name except for the addition of a word, phrase, or abbreviation indicating the type of entity described in subsection (c) of this section. In such a case, the entity need not change its name pursuant to subsection (b) of this section.
(e) An entity name shall not contain the words “bank”, “banking”, “credit union”, “insurance”, or words of similar import, without the prior approval of the Mayor.
(f) An entity name shall not be the same as, or so deceptively similar to, the name of any department, agency, or instrumentality of the United States or the District of Columbia so as to mislead the public or cause confusion.
§ 29–103.02. Name requirements for certain types of entities.
(a) The name of a business corporation shall contain the word “corporation”, “incorporated”, “company”, or “limited”, or the abbreviation “Corp.”, “Inc.”, “Co.”, or “Ltd.”, or words or abbreviations of similar import in another language.
(b) The name of a nonprofit corporation need not contain any particular word or abbreviation.
(c) The name of a professional corporation shall contain the phrase “professional corporation” or the abbreviation “P.C.”, or the word “chartered”, or the abbreviation “Chtd”, and may not contain the word “company”, “incorporated”, “corporation”, or “limited”, or an abbreviation of those words.
(d) The name of a limited partnership may contain the name of any partner. If the limited partnership is not a limited liability limited partnership, the name shall contain the phrase “limited partnership” or the abbreviation “L.P.” or “LP” and shall not contain the phrase “limited liability limited partnership” or “registered limited liability limited partnership” or the abbreviation “L.L.L.P.”, “LLLP”, “R.L.L.L.P.”, or “RLLLP”. If the limited partnership is a limited liability limited partnership, the name shall contain the phrase “limited liability limited partnership” or the abbreviation “L.L.L.P.”, “LLLP”, “R.L.L.L.P.”, or “RLLLP” and shall not contain the abbreviation “L.P.” or “LP”.
(e) The name of a limited liability partnership that is not a limited liability limited partnership shall contain the words “limited liability partnership” or “registered limited liability partnership” or the abbreviation “L.L.P.”, “R.L.L.P.”, “LLP”, or “RLLP”. The name of a partnership that is not a limited liability partnership may not contain these names or abbreviations.
(f) The name of a limited liability company other than a professional limited liability company shall contain the words “limited liability company” or “limited company” or the abbreviation “L.L.C.”, “LLC”, “L.C.”, or “LC”. The name of a professional limited liability company shall contain the words “professional limited liability company” or the abbreviation “P.L.L.C.” or “PLLC”. “Limited” may be abbreviated as “Ltd.”, and “company” may be abbreviated as “Co.”.
(g) The name of a general cooperative shall contain the words “cooperative association”. “Cooperative” may be abbreviated as “Co-op” or “Coop”. “Association” may be abbreviated as “Assoc.”, “Assoc”, “Assn.”, or “Assn”.
(h) The name of a limited cooperative association shall contain the words “limited cooperative association” or “limited cooperative” or the abbreviation “L.C.A.” or “LCA”. “Limited” may be abbreviated as “Ltd.”. “Cooperative” may be abbreviated as “Co-op.”, “Coop.”, “Co-op”, or “Coop”. “Association” may be abbreviated as “Assoc.”, “Assoc”, “Assn.”, or “Assn”.
(i) The name of a statutory trust may contain the words or abbreviations “company”, “association”, “club”, “foundation”, “fund”, “institute”, “society”, “union”, “syndicate”, “limited”, or “trust”, or words or abbreviations of similar import, and may contain the name of a beneficial owner, a trustee, or any other person.
§ 29–103.03. Reservation of name.
(a) A person may reserve the exclusive use of an entity name by delivering an application to the Mayor for filing. The application shall state the name and address of the applicant and the name proposed to be reserved. If the Mayor finds that the entity name applied for is available, the Mayor shall reserve the name for the applicant’s exclusive use for a 120-day period.
(b) The owner of a reserved entity name may transfer the reservation to another person by delivering to the Mayor a signed notice in a record of the transfer which states the name and address of the transferee.
§ 29–103.04. Registration of name.
(a) A foreign filing entity or foreign limited liability partnership not registered to do business in the District under subchapter VI of this chapter may register its name, or an alternate name required by § 29-105.06, if the name is distinguishable upon the records of the Mayor from the names that are not available under § 29-103.01.
(b) To register its name or an alternate name required by § 29-105.06, a foreign filing entity or foreign limited liability partnership shall deliver to the Mayor for filing an application setting forth its name, or its name with any addition required by § 29-105.06, and the jurisdiction and date of its formation. If the Mayor finds that the name applied for is available, the Mayor shall register the name for the applicant’s exclusive use.
(c) The registration of a name under this section shall be effective for one year after the date of registration.
(d) A foreign filing entity or foreign limited liability partnership whose name registration is effective may renew the registration for successive one-year periods by delivering, not earlier than 3 months before the expiration of the registration, to the Mayor for filing a renewal application that complies with this section. When filed, the renewal application renews the registration for a succeeding one-year period.
(e) A foreign filing entity or foreign limited liability partnership with an effective name registration may register as a foreign filing entity or foreign limited liability partnership under its registered name, or may consent in a signed record to the use of that name by another entity.
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.
§ 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.
§ 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.
§ 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.
§ 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.
§ 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.
§ 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.
§ 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.
§ 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.
§ 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.
§ 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.
§ 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.
§ 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).
§ 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.
Subchapter V. Foreign Entities.
§ 29–105.01. Governing law.
(a) The law of the jurisdiction of formation of an entity shall govern the:
(1) Internal affairs of the entity;
(2) Liability that a person has as an interest holder or governor for a debt, obligation, or other liability of the entity;
(3) Liability of a series of a series limited liability company; and
(4) Liability of a series of a statutory trust.
(b) A foreign entity shall not be precluded from registering to do business in the District because of any difference between the laws of the entity’s jurisdiction of formation and the laws of the District.
(c) Registration of a foreign entity to do business in the District shall not authorize it to engage in any activity or exercise any power that a domestic entity of the same type may not engage in or exercise in the District.
§ 29–105.02. Registration to do business in the District.
(a) A foreign filing entity or foreign limited liability partnership shall not do business in the District until it registers with the Mayor under this chapter.
(b) A foreign filing entity or foreign limited liability partnership doing business in the District may not maintain an action or proceeding in the District unless it is registered to do business in the District.
(c) The failure of a foreign filing entity or foreign limited liability partnership to register to do business in the District shall not impair the validity of a contract or act of the foreign filing entity or foreign limited liability partnership or preclude it from defending an action or proceeding in the District.
(d) The liability of an interest holder or governor of a foreign filing entity or of a partner of a foreign limited liability partnership shall be governed by the laws of its jurisdiction of formation. Any limitation on that liability shall be not waived shall [sic] solely because the foreign filing entity or foreign limited liability partnership does business in the District without registering.
(e) Section 29-105.01(a) and (b) shall apply even if a foreign entity fails to register under this chapter.
(f) A foreign filing entity that does business in the District without being registered under § 29-105.03 shall be liable for all fees, penalties, and other charges for which the entity would have been liable if it had registered and had filed all reports required by this chapter for the period during which it did business in the District. The Attorney General for the District of Columbia may bring an action in the Superior Court of the District of Columbia to recover these fees, penalties, and other charges. A foreign entity shall not be registered under this chapter until it has paid these fees, penalties, and other charges.
§ 29–105.03. Foreign registration statement.
To register to do business in the District, a foreign filing entity or foreign limited liability partnership shall deliver a foreign registration statement to the Mayor for filing. The statement shall be signed by the entity and state:
(1) The name of the foreign filing entity or foreign limited liability partnership and, if the name does not comply with § 29-103.01, an alternate name adopted pursuant to § 29-105.06(a);
(2) The type of entity and, if it is a limited partnership, whether it is a limited liability limited partnership;
(3) The entity’s jurisdiction of formation;
(4) The street and mailing address of the principal office of the entity and, if the laws of its jurisdiction of formation require it to maintain an office in that jurisdiction, the street and mailing address of the office;
(5) The information required by § 29-104.04(a);
(6) The names and street and mailing addresses of a governor;
(7) A certificate, issued not later than 90 days prior to the filing date, by an authorized officer of the jurisdiction of formation, evidencing its existence as a filing entity;
(8) A brief statement of the business the entity proposes to do in the District; and
(9) A statement of the date it commenced or intends to do business in the District.
§ 29–105.04. Amendment of foreign registration statement.
(a) A registered foreign entity shall deliver to the Mayor for filing an amendment to its foreign registration statement if there is a change in the:
(1) Name of the entity;
(2) Type of entity, including, if it is a limited partnership, whether the entity became or ceased to be a limited liability limited partnership;
(3) Jurisdiction of formation;
(4) Address or addresses required by § 29-105.03(4); or
(5) Information required by § 29-104.04(a).
(b) The requirements of § 29-105.03 for an original foreign registration statement apply to an amendment of a foreign registration statement under this section.
§ 29–105.05. Activities not constituting doing business.
(a) Without excluding other activities that do not have the intra-District presence necessary to constitute doing business in the District under this title, a foreign filing entity or foreign limited liability partnership shall not be considered to be doing business in the District under this title solely by reason of carrying on in the District any one or more of the following activities:
(1) Maintaining, defending, mediating, arbitrating, or settling an action or proceeding;
(2) Carrying on any activity concerning its internal affairs, including holding meetings of its interest holders or governors;
(3) Maintaining accounts in financial institutions;
(4) Maintaining offices or agencies for the transfer, exchange, and registration of interests of the entity or maintaining trustees or depositories with respect to those interests;
(5) Selling through independent contractors;
(6) Soliciting or obtaining orders by any means if the orders require acceptance outside the District before they become contracts;
(7) Creating or acquiring indebtedness, mortgages, or security interests in property;
(8) Securing or collecting debts or enforcing mortgages or other security interests in property securing the debts and holding, protecting, or maintaining property so acquired;
(9) Conducting an isolated transaction that is not in the course of similar transactions; and
(10) Doing business in interstate commerce.
(b) This section shall not apply in determining the contacts or activities that may subject a foreign filing entity or foreign limited liability partnership to service of process, taxation, or regulation under law of the District other than this title.
(c) A person does not do business in the District solely by being an interest holder or governor of a foreign entity that does business in the District.
§ 29–105.06. Noncomplying name of foreign entity.
(a) A registered foreign entity whose name does not comply with § 29-103.01 for an entity of its type shall not register to do business in the District until it adopts, for the purpose of doing business in the District, an alternate name that complies with § 29-103.01. A registered foreign entity that registers under an alternate name under this subsection need not comply with subchapter I-C of Chapter 48 of Title 47. After registering to do business in the District with an alternate name, a registered foreign entity may do business in the District under:
(1) The alternate name;
(2) Its entity name, with the addition of its jurisdiction of formation clearly identified; or
(3) An assumed or fictitious name the entity is authorized to use under subchapter I-C of Chapter 48 of Title 47.
(b) If a registered foreign entity changes its name to one that does not comply with § 29-103.01, it shall not do business in the District until it complies with subsection (a) of this section by amending its registration to adopt an alternate name that complies with § 29-103.01.
§ 29–105.07. Withdrawal of registration of registered foreign entity.
(a) A registered foreign entity may withdraw its registration by delivering a statement of withdrawal to the Mayor for filing. The statement of withdrawal shall be signed by the entity and state:
(1) The name of the foreign entity and the name of the jurisdiction under whose law it is formed;
(2) The type of entity, including, if it is a limited partnership, whether it is a limited liability limited partnership;
(3) That the entity is not doing business in the District and that it withdraws its registration to do business in the District;
(4) That the entity revokes the authority of its registered agent to accept service on its behalf in the District; and
(5) An address to which service of process may be made under subsection (b) of this section.
(b) After the withdrawal of the registration of an entity, service of process in any action or proceeding based on a cause of action arising during the time it was registered to do business in the District may be made pursuant to § 29-104.12.
§ 29–105.08. Withdrawal deemed on conversion to domestic filing entity or domestic limited liability partnership.
A registered foreign entity that converts to any type of domestic filing entity or to a domestic limited liability partnership shall be deemed to have withdrawn its registration on the effective date of the conversion.
§ 29–105.09. Withdrawal on dissolution or conversion to nonfiling entity other than limited liability partnership.
(a) A registered foreign entity that has dissolved and completed winding up or that has converted to a domestic or foreign nonfiling entity other than a limited liability partnership shall deliver a statement of withdrawal to the Mayor for filing. The statement shall be signed by the entity and state:
(1) The name of the foreign entity and the name of the jurisdiction under whose law it was formed before the dissolution or conversion;
(2) The type of entity that the foreign entity was before the dissolution or conversion;
(3) That the foreign entity surrenders its registration to do business in the District as a registered entity; and
(4) If the foreign entity has converted to a foreign nonfiling entity other than a foreign limited liability partnership:
(A) The type of nonfiling entity to which it has converted and the jurisdiction whose laws govern its internal affairs;
(B) That the foreign entity revokes the authority of its registered agent to accept service on its behalf; and
(C) A mailing address to which service of process may be made under subsection (b) of this section.
(b) After the withdrawal under this section of a foreign filing entity that has converted to a foreign nonfiling entity is effective, service of process in any proceeding based on a cause of action arising during the time it was registered to do business in the District may be made pursuant to § 29-104.12.
(c) After the withdrawal under this section of a foreign filing entity that has converted to a domestic nonfiling entity other than a limited liability partnership is effective, service of process may be made on the nonfiling entity pursuant to § 29-104.12.
§ 29–105.10. Transfer of registration.
(a) A registered foreign entity that merges into a nonregistered foreign entity or converts to a foreign entity required to register with the Mayor to do business in the District shall deliver to the Mayor for filing an application for transfer of registration. The application shall be signed by the entity and state the:
(1) Name of the registered foreign entity before merger or conversion;
(2) Type of entity it was before the merger or conversion;
(3) Name of the applicant entity and, if the name does not comply with § 29-103.01, an alternate name adopted pursuant to § 29-105.06(a);
(4) Type of applicant entity and its jurisdiction of formation; and
(5) Following information regarding the applicant entity or to which it has been converted, if different than the information for the foreign entity before the merger or conversion:
(A) The street and mailing address of the principal office of the entity and, if the law of the entity’s jurisdiction of formation requires it to maintain an office in that jurisdiction, the street and mailing address of that office; and
(B) The information required by § 29-104.04(a).
(b) When an application for transfer of registration takes effect, the registration of the registered foreign entity to do business in the District shall be transferred without interruption to the entity into which it has merged or to which it has been converted.
§ 29–105.11. Termination of registration.
(a) The Mayor may terminate the registration of a registered foreign entity in the manner provided in subsections (b) and (c) of this section if the entity does not:
(1) Pay, not later than 60 days after the due date, any fee or penalty required to be paid to the Mayor under this chapter or law other than this title;
(2) Deliver to the Mayor for filing, not later than 60 days after the due date, the biennial report, if any, a biennial report;
(3) Have a registered agent as required by § 29-104.02; or
(4) Deliver to the Mayor for filing a statement of change under § 29-104.07 not later than 30 days after a change occurs in the name or address of the entity’s registered agent.
(b) The Mayor shall terminate the registration of a registered foreign entity by noting the termination in the records of the Mayor and may deliver a copy of the notice or the information in the notation to the entity’s registered agent in the District or, if the entity does not have a registered agent in the District, to the entity’s principal office as designated in § 29-105.03(4). The notice shall state or the information in the notation shall include the:
(1) Effective date of the termination, which must be at least 60 days after the date the Mayor delivers the copy; and
(2) Grounds for termination under subsection (a) of this section.
(c) The authority of a registered foreign entity to do business in the District shall cease on the effective date of the notice of termination or notation filed under subsection (b) of this section unless, before that date, the entity cures each ground for termination stated in the notice or notation. If the entity cures each ground, the Mayor shall file a record so stating.
§ 29–105.12. Action by Attorney General.
The Attorney General for the District of Columbia may maintain an action to enjoin a foreign filing entity or foreign limited liability partnership from doing business in the District in violation of this title.
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.
§ 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.
§ 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.
§ 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.
Subchapter VII. Miscellaneous Provisions.
§ 29–107.01. Reservation of power to amend or repeal.
(a) The Council may amend or repeal all or part of this title at any time and all domestic and foreign entities subject to this title shall be governed by the amendment or repeal.
(b) The following rules apply to a corporation formed in the District before the effective date of the District of Columbia Business Corporations Act, approved June 8, 1954 (Pub. L. 83-389; 68 Stat. 179), or the District of Columbia Nonprofit Corporation Act, approved August 6, 1962 (Pub. L. No. 87-569; 76 Stat. 265), which did not elect to avail itself of the provisions of those acts:
(1) Until January 1, 2014, the corporation shall be governed by the statute under which it was formed as if that statute had not been repealed by this act.
(2) Before January 1, 2014, the corporation may elect to avail itself of the provisions of this title by adopting a resolution making this election, and by delivering to the Mayor for filing a copy of the resolution and a copy of the corporation’s articles of incorporation. Upon filing by the Mayor of the resolution and articles, the corporation shall be deemed to exist under this title. The corporation shall file a biennial report, as required by § 29-102.11, by the next April 1 following the date of delivery of the resolution and articles to the Mayor for filing.
(3) A corporation that has not previously elected to avail itself of the provisions of this title by April 1, 2014, pursuant to paragraph (2) of this subsection and desires to do business in the District is subject to this title to the extent that it shall be required to file a biennial report under § 29-102.11, a copy of its articles of incorporation, and the names and addresses of its current directors and officers and designate a registered agent. The corporation shall file biennial reports under § 29-102.11 every 2 years thereafter
(4) Any corporation that does not fully comply with either paragraph (2) or (3) of this subsection shall become otherwise subject to this title by January 1, 2014 and is thereafter barred from asserting that it is not subject to this title.
(c)(1) Notwithstanding subsections (a) and (b) of this section, any nonprofit corporation chartered by a special act of Congress may elect to become a domestic nonprofit corporation under this title or to register as a corporation chartered by special act of Congress.
(2) The corporation may elect to avail itself of the provisions of this title by adopting a resolution making this election, and by delivering to the Mayor for filing a copy of the resolution and a copy of the corporation’s congressional charter and subsequent amendments and by filing restated articles of incorporation. Upon filing by the Mayor of the resolution and articles, the corporation shall be deemed to exist under this title. In the event such election is made, to the extent the provisions of this title, including chapter 4 (the Nonprofit Corporations Act of 2010), are inconsistent with such nonprofit corporation’s congressional charter or its bylaws, the provisions of such nonprofit corporation’s congressional charter and bylaws shall prevail.
(3) If the corporation does not elect to avail itself to the provisions of this title pursuant to paragraph (2) of this subsection, the corporation shall register with the Mayor by delivering a statement that contains the corporation’s name, date of formation, name and address of one governor, name and address of its registered agent and copy of its federal charter and subsequent amendments by January 1, 2014. Once registered, the corporation shall file biennial reports as required by section § 29-102.11 and maintain its registered agent as required by § 29-104.04.
(4) Neither the issuance of a certificate of election pursuant to paragraph (2) of this subsection nor the issuance of certificate of registration pursuant to paragraph (3) of this subsection to a corporation created under the provisions of a special act of Congress, nor the adoption of any amendment pursuant to this title, shall release or terminate any duty or obligation expressly imposed upon any such corporation under and by virtue of the special act of Congress under which it was created or any amendment made thereto, nor enlarge any right, power, or privilege granted any such corporation by such special act except to the extent that such right, power, or privilege might have been included in the articles of a corporation organized under this title.
§ 29–107.02. Supplemental principles of law.
Unless displaced by particular provisions of this title, the principles of law and equity shall supplement this title.
§ 29–107.03. Uniformity or consistency of application and construction.
In applying and construing the chapters of this title based on uniform or model acts, consideration shall be given to the need to promote uniformity or consistency of the law with respect to its subject matter among states that enact it.
§ 29–107.04. Relation to Electronic Signatures in Global and National Commerce Act.
This title shall modify, limit, and supersede the federal Electronic Signatures in Global and National Commerce Act, approved June 30, 2000 (114 Stat. 464; 15 U.S.C. § 7001 et seq.), (“Act”), but shall not modify, limit, or supersede section 101(c) of the Act, or authorize electronic delivery of any of the notices described in section 103(b) of the Act.
§ 29–107.05. Savings clause.
The repeal of a law by this title shall not affect:
(1) The operation of the law or any action taken under it before its repeal;
(2) Any ratification, right, remedy, privilege, obligation, or liability acquired, accrued, or incurred under the statute before its repeal;
(3) Any violation of the law or any penalty, forfeiture, or punishment incurred because of the violation before its repeal; or
(4) Any proceeding, reorganization, or dissolution commenced under the law before its repeal, and the proceeding, reorganization, or dissolution may be completed in accordance with the statute as if it had not been repealed.
