District of Columbia Administrative Code

702 ENTITIES REQUIRED TO FILE A BIENNIAL REPORT TO THE SUPERINTENDENT 702.1 Each of the following entities shall file a biennial report with the Superintendent: Business corporation; Professional corporation; Nonprofit corporation; Limited partnership; Limited liability limited p…

703 DEADLINE FOR FILING BIENNIAL REPORT 703.1 For any domestic or foreign entity that registered with the Superintendent between January 1 and December 31 of the current calendar year, the biennial report shall be filed with the Superintendent by April 1 of the next calendar year…

704 REQUIREMENTS FOR NONPROFIT CORPORATIONS FORMED BEFORE JANUARY 1, 1963 THAT WERE NOT SUBJECT TO THE DISTRICT OF COLUMBIA NONPROFIT CORPORATION ACT OF 1962. 704.1 This section shall apply to any nonprofit corporation formed in the District of Columbia before January 1, 1963 tha…

705 REQUIREMENTS FOR NONPROFIT CORPORATIONS FORMED BY SPECIAL ACT OF CONGRESS 705.1 This section applies to nonprofit corporations formed in the District of Columbia by a special act of Congress, except to the extent that a requirement of this section is in irreconcilable conflic…

706 FAILURE TO FILE A BIENNIAL REPORT 706.1 If a domestic entity required to file a biennial report under § 702 fails to file a timely biennial report, the failure to timely file shall be grounds for administrative dissolution of the domestic entity by the Superintendent. 706.2 I…

707 FAILURE TO RENEW NAME REGISTRATION 707.1 If a foreign filing entity or foreign limited liability partnership fails to renew the registration of its name within one (1) year of the date of registration: (a) The name registration shall expire; and The name shall be available fo…

708 REFUND OF ENTITY FILING FEES 708.1 In addition to the requirements of Chapter 1 (General Provisions) of the Act (D.C. Official Code § 29-102.13(d) (2011 Repl.)): (a) The request for a refund shall be made within sixty (60) calendar days from the date of payment; or (b) The re…

709 PERMITTED NAMES 709.1 In addition to the requirements of Chapter 1 (General Provisions), Subchapter III of the Act (D.C. Official Code § 29-103.01 (2011 Repl.)): (a) If the name of the domestic or foreign entity is in a foreign language, the entity is required to register the…

710 NAME REQUIREMENTS FOR CERTAIN TYPES OF ENTITIES 710.1 In addition to the requirements of Chapter 1 (General Provisions), Subchapter III of the Act (D.C. Official Code § 29-103.02 (2011 Repl.)), the name requirements apply to domestic and foreign entities. 710.2 The following …

711 ENTITIES REQUIRED TO DESIGNATE AND MAINTAIN A REGISTERED AGENT 711.1 The following types of entities shall designate and maintain a registered agent in the District: A domestic filing entity; A domestic limited liability partnership; and A registered foreign entity. SOURCE: F…

712 COMMERCIAL REGISTERED AGENT FOR A FEE OR ON BEHALF OF MULTIPLE FILING ENTITIES 712.1 An individual or entity intending to serve as the commercial registered agent for a fee and for fifty (50) or more filing entities shall: File with the Superintendent a commercial registered …

713 TERMINATION OF LISTING OF COMMERCIAL REGISTERED AGENT 713.1 In addition to the requirements of Chapter 1 (General Provisions) of the Act (D.C. Official Code § 29-101.01 et seq. (2011 Repl.)): If the commercial registered listing agent is a domestic filing entity and the statu…

714 CHANGE OF NAME, ADDRESS, TYPE OF ENTITY, OR JURISDICTION OF FORMATION BY COMMERCIAL REGISTERED AGENT 714.1 Upon filing a commercial registered agent statement of change, the Superintendent shall charge the commercial registered agent a fee to change the commercial registered …

715 DESIGNATION OF REGISTERED AGENT BY NONREGISTERED FOREIGN ENTITY OR NONFILING DOMESTIC ENTITY 715.1 In addition to the requirements of Chapter 1 (General Provisions) of the Act (D.C. Official Code § 29-101.01 et seq. (2011 Repl.)), a nonregistered foreign entity or non-filing …

716 SERVICE OF PROCESS, NOTICE OR DEMAND ON ENTITY 716.1 In addition to the requirements of Chapter 1 (General Provisions) of the Act (D.C. Official Code § 29-101.01 et seq. (2011 Repl.)), a person seeking to serve process, notice, or demand on the Superintendent shall submit to …

717 FOREIGN REGISTRATION STATEMENT 717.1 In addition to the requirements of Chapter 1 (General Provisions) of the Act (D.C. Official Code § 29-101.01 et seq. (2011 Repl.)), a foreign entity or foreign limited liability partnership filing a statement of foreign registration shall …

718 AMENDMENT OF FOREIGN REGISTRATION STATEMENT 718.1 In addition to the requirements of Chapter 1 (General Provisions) of the Act (D.C. Official Code § 29-101.01 et seq. (2011 Repl.)), the foreign entity amending its foreign registration statement shall: (a) Specify in detail ho…

719 WITHDRAWAL OF REGISTRATION OF REGISTERED FOREIGN ENTITY 719.1 In addition to the requirements of Chapter 1 (General Provisions) of the Act (D.C. Official Code § 29-101.01 et seq. (2011 Repl.)), the foreign entity shall: Be in good standing in the District before filing its st…

720 WITHDRAWAL ON DISSOLUTION OR CONVERSION TO NONFILING ENTITY OTHER THAN LIMITED LIABILITY PARTNERSHIP 720.1 In addition to the requirements of Chapter 1 (General Provisions) of the Act (D.C. Official Code § 29-101.01 et seq. (2011 Repl.)), a registered foreign entity which dis…

721 TRANSFER OF REGISTRATION 721.1 In addition to the requirements of Chapter 1 (General Provisions) of the Act (D.C. Official Code § 29-101.01 et seq. (2011 Repl.)), a registered foreign entity that merges into a nonregistered foreign entity or converts to a foreign entity that …

722 TERMINATION OF REGISTRATION FOR FOREIGN ENTITIES 722.1 In addition to the requirements of Chapter 1 (General Provisions) of the Act (D.C. Official Code § 29-101.01 et seq. (2011 Repl.)), the Superintendent may terminate the registration of a foreign filing entity or foreign l…

723 TERMINATION OF REGISTRATION FOR DOMESTIC ENTITIES 723.1 A domestic filing entity whose registration is terminated and seeks reinstatement in the District shall: Comply with the same rules found in Chapter 1 (General Provisions) of the Act (D.C. Official Code § 29-101.01 et se…

724 PROCEDURE AND EFFECT 724.1 The following provisions shall apply to business corporations: A business corporation that plans a merger or share exchange with one or more business corporations shall comply with Subchapter IX (Merger and Share Exchanges) of Chapter 3 (Business Co…

725 ENTITY TRANSACTIONS: MERGER AUTHORIZED 725.1 A domestic nonprofit corporation planning to merge shall comply with Chapter 4 (Nonprofit Corporations) of the Act (D.C. Official Code § 29-401.01 et seq. (2011 Repl.)). 725.2 A foreign nonprofit corporation planning to merge shall…

726 ENTITY TRANSACTIONS: GOOD STANDING FOR MERGING ENTITIES 726.1 A business corporation planning an interest exchange with another business corporation shall comply with Subchapter IX (Merger and Share Exchanges) of Chapter 3 (Business Corporations) of the Act. 726.2 A general p…

727 ENTITY TRANSACTIONS: INTEREST EXCHANGE AUTHORIZED 727.1 In addition to the requirements of Chapter 2 (Entity Transactions) of the Act (D.C. Official Code § 29-201.01 et seq. (2011 Repl.)): (a) A foreign entity shall be in good standing in the state of domicile before filing i…

728 ENTITY TRANSACTIONS: PLAN OF CONVERSION 728.1 In addition to the requirements of Chapter 2 (Entity Transactions) of the Act (D.C. Official Code § 29-201.01 et seq. (2011 Repl.)), a registered domestic filing entity or registered foreign filing entity shall be in good standing…

729 ENTITY TRANSACTIONS: GOOD STANDING FOR CONVERTING ENTITITES 729.1 In addition to the requirements of Chapter 2 (Entity Transactions) of the Act (D.C. Official Code § 29-201.01 et seq. (2011 Repl.)): (a) A converting foreign entity not registered in the District shall submit t…

730 ENTITY TRANSACTIONS: DOMESTICATION AUTHORIZED 730.1 A business corporation that plans to domesticate shall comply with Subchapter VII (Domestication) of Chapter 3 (Business Corporations) of the Act. 730.2 A nonprofit corporation that plans to domesticate shall comply with Sub…

731 ENTITY TRANSACTIONS: PLAN OF DOMESTICATION 731.1 In addition to the requirements of Chapter 2 (Entity Transactions) of the Act (D.C. Official Code § 29-201.01 et seq. (2011 Repl.)): A registered foreign filing entity becoming a domestic entity must be in good standing with th…

732 ENTITY TRANSACTIONS: GOOD STANDING FOR DOMESTICATING ENTITIES 732.1 In addition to the requirements of Chapter 2 (Entity Transactions) of the Act (D.C. Official Code § 29-201.01 et seq. (2011 Repl.)), a registered foreign entity becoming a domestic entity shall be in good sta…

733 BUSINESS CORPORATIONS: CALCULATION OF FEES FOR ARTICLES OF INCORPORATION 733.1 The Superintendent shall assign a value of one dollar ($ 1) to each authorized share for the purpose of calculating filing fees if the articles of incorporation include: A number of authorized shar…

734 BUSINESS CORPORATIONS: SURRENDER OF CHARTER UPON DOMESTICATION 734.1 A domestic business corporation that has adopted and approved a plan for the corporation to be domesticated in a foreign jurisdiction shall be in good standing with the Superintendent before filing its artic…

735 BUSINESS CORPORATIONS: CALCULATION OF FEES FOR ARTICLES OF AMENDMENT 735.1 The Superintendent shall assign a value of one dollar ($1) to each authorized share for the purpose of calculating filing fees if the articles of amendment include: An increase of authorized shares; an…

736 BUSINESS CORPORATIONS: CALCULATION OF FEES FOR RESTATED ARTICLES OF INCORPORATION 736.1 The Superintendent shall assign a value of one dollar ($1) to each authorized share for the purpose of calculating filing fees if the restated articles of incorporation include: An increas…

737 BUSINESS CORPORATIONS: DISSOLUTION BY INCORPORATORS OR INITIAL DIRECTORS 737.1 In addition to the requirements of Chapter 3 (Business Corporations) of the Act (D.C. Official Code § 29-301.01 et seq. (2011 Repl.)), a majority of the incorporators or initial directors of a corp…

738 BUSINESS CORPORATIONS: ARTICLES OF DISSOLUTION 738.1 A domestic corporation shall be in good standing before filing its articles of dissolution with the Superintendent. SOURCE: Final Rulemaking published at 60 DCR 13139 (September 20, 2013). AUTHORITY: DC-DCMR Section 2 of th…

739 NONPROFIT CORPORATIONS: GOOD STANDING FOR DOMESTICATING NONPROFIT CORPORATIONS 739.1 In addition to the requirements of Chapter 4 (Nonprofit Corporations) of the Act (D.C. Official Code § 29-401.01 et seq. (2011 Repl.)): (a) A registered foreign nonprofit domesticating in the…

740 NONPROFIT CORPORATIONS: AMENDING ARTICLES OF AMENDMENT 740.1 A nonprofit corporation shall not use the articles of amendment to amend: The registered agent on record; The name of incorporators; or The address of incorporators. SOURCE: Final Rulemaking published at 60 DCR 1313…

741 NONPROFIT CORPORATIONS: AMENDING RESTATED ARTICLES OF INCORPORATION 741.1 A nonprofit corporation shall not use the restated articles of incorporation to amend: The registered agent on record; The name of incorporators; or The address of incorporators. 741.2 A nonprofit corpo…

742 NONPROFIT CORPORATIONS: ARTICLES OF DISSOLUTION 742.1 A nonprofit corporation shall be in good standing before filing its articles of dissolution with the Superintendent. SOURCE: Final Rulemaking published at 60 DCR 13139 (September 20, 2013). AUTHORITY: DC-DCMR Section 2 of …

743 PROFESSIONAL CORPORATIONS: PERPETUAL DURATION; DISSOLUTION 743.1 A professional corporation that is treated as having converted into a corporation organized under Chapter 3 (Business Corporations) of the Act (D.C. Official Code § 29-301.01 et seq. (2011 Repl.)) shall file wit…

744 LIMITED LIABILITY PARTNERSHIPS: STATEMENT OF PARTNERSHIP AUTHORITY 744.1 Unless earlier canceled, a limited liability partnership may amend its filed statement of partnership authority before the end of the fifth year following the date of: The existing statement of partnersh…

745 LIMITED LIABILITY PARTNERSHIPS: STATEMENT OF QUALIFICATION 745.1 In addition to the requirements of Chapter 6 (General Partnerships) of the Act (D.C. Official Code § 29-601.01 et seq. (2011 Repl.)), a partnership becoming a limited liability partnership shall be in good stand…

746 LIMITED LIABILITY PARTNERSHIPS: NONJUDICIAL DISSOLUTION 746.1 A dissolved limited liability partnership that has completed winding up and is in good standing shall submit to the Superintendent a statement of dissolution for filing. SOURCE: Final Rulemaking published at 60 DCR…

747 LIMITED LIABILITY COMPANIES: CERTIFICATE OF ORGANIZATION FOR COMPANIES WITH ONE OR MORE SERIES 747.1 In addition to the requirements of Chapter 8 (Limited Liability Companies) of the Act (D.C. Official Code § 29-801.01 et seq. (2011 Repl.)), if a limited liability company has…

748 LIMITED LIABILITY COMPANIES: AMENDMENT OR RESTATEMENT OF CERTIFICATE OF ORGANIZATION 748.1 A limited liability company shall not use the restated or amended certificate of organization to amend: The registered agent on record; The name of organizers; or The address of organiz…

749 GENERAL COOPERATIVE ASSOCIATIONS: ARTICLES OF INCORPORATION AMENDMENTS 749.1 A general cooperative shall not use the amended articles to amend: The registered agent on record; The name of incorporators; or The address of incorporators. SOURCE: Final Rulemaking published at 60…

750 LIMITED COOPERATIVE ASSOCIATIONS: PAYMENT OF A FOR-PROFIT FILING FEE 750.1 If a limited cooperative association does not specify a nonprofit purpose in the articles of organization filed with the Superintendent, the limited cooperative association shall pay a for-profit filin…

751 LIMITED COOPERATIVE ASSOCIATIONS: AMENDMENT OR RESTATEMENT OF ARTICLES OF ORGANIZATION 751.1 A limited cooperative association shall not use the amended articles, restated articles of organization, or articles of merger to amend: The registered agent on record; The name of or…