Title 29 — Business Organizations. [Enacted title]

(a) A dissolved corporation continues its corporate existence but shall not carry on any activities except that appropriate to wind up and liquidate its business and affairs, including: (1) Collecting its assets; (2) Disposing of its properties that will not be distributed in kin…

(a) A dissolved corporation may dispose of the known claims against it by notifying its known claimants in writing of the dissolution at any time after its effective date. (b) The written notice shall: (1) Describe information that must be included in a claim; (2) Provide a maili…

(a) A dissolved corporation may also publish notice of its dissolution and request that persons with claims against the dissolved corporation present them in accordance with the notice. (b) The notice shall: (1) Be published one time in a newspaper of general circulation in the D…

(a) A dissolved corporation that has published a notice under § 29-312.07 may file an application with the Superior Court for a determination of the amount and form of security to be provided for payment of claims that are contingent or have not been made known to the dissolved c…

(a) Directors shall cause the dissolved corporation to discharge or make reasonable provision for the payment of claims and make distributions of assets to shareholders after payment or provision for claims. (b) Directors of a dissolved corporation which has disposed of claims un…

(a) The Superior Court may dissolve a corporation: (1) In a proceeding by the Attorney General for the District of Columbia if it is established that the corporation: (A) Obtained its articles of incorporation through fraud; or (B) Has continued to exceed or abuse the authority c…

(a) It shall not be necessary to make shareholders parties to a proceeding to dissolve a corporation unless relief is sought against them individually. (b) The Superior Court in a proceeding brought to dissolve a corporation may issue injunctions, appoint a receiver or custodian …

(a) Unless an election to purchase has been filed under § 29-312.24, the Superior Court in a judicial proceeding brought to dissolve a corporation may appoint one or more receivers to wind up and liquidate, or one or more custodians to manage, the activities and affairs of the co…

(a) If, after a hearing, the Superior Court determines that one or more grounds for judicial dissolution described in § 29-312.20 exist, it may enter a decree dissolving the corporation and specifying the effective date of the dissolution, and the clerk of the court shall deliver…

(a) In a proceeding under § 29-312.20(a)(2) to dissolve a corporation, the corporation may elect or, if it fails to elect, one or more shareholders may elect to purchase all shares owned by the petitioning shareholder at the fair value of the shares. An election pursuant to this …

Assets of a dissolved corporation that should be transferred to a creditor, claimant, or shareholder of the corporation who cannot be found or who is not competent to receive them shall be reduced to cash and deposited with the Mayor for safekeeping. When the creditor, claimant, …

(a) A corporation shall keep as permanent records minutes of all meetings of its shareholders and board of directors, a record of all actions taken by the shareholders or board of directors without a meeting, and a record of all actions taken by a committee of the board of direct…

(a) A shareholder of a corporation shall be entitled to inspect and copy, during regular business hours at the corporation’s principal office, any of the records of the corporation described in § 29-313.01(e) if the shareholder gives the corporation notice in a record of the shar…

(a) A shareholder’s agent or attorney shall have the same inspection and copying rights as the shareholder represented. (b) The right to copy records under § 29-313.02 includes, if reasonable, the right to receive copies by xerographic or other means, including copies through an …

(a) If a corporation does not allow a shareholder that complies with § 29-313.02(a) to inspect and copy any records required by that subsection to be available for inspection, the Superior Court may summarily order inspection and copying of the records demanded at the corporation…

(a) A director of a corporation shall be entitled to inspect and copy the books, records and documents of the corporation at any reasonable time to the extent reasonably related to the performance of the director’s duties as a director, including duties as a member of a committee…

(a) Whenever notice is required to be given under any provision of this chapter to any shareholder, the notice shall not be required to be given if: (1) Notice of 2 consecutive annual meetings, and all notices of meetings during the period between such 2 consecutive annual meetin…

(a) A corporation shall deliver to its shareholders annual financial statements, which may be consolidated or combined statements of the corporation and one or more of its subsidiaries, as appropriate, that include a balance sheet as of the end of the fiscal year, an income state…

Except as otherwise provided by § 29-107.01, this chapter shall apply to all domestic corporations in existence on its effective date that were incorporated under any general statute of the District providing for incorporation of corporations for profit.

A foreign corporation authorized to do business in the District on the effective date of this chapter shall be subject to this chapter but is not required to obtain a new certificate of registration to do business under this chapter.