Title 29 — Business Organizations. [Enacted title]

This chapter may be cited as the “Business Corporation Act of 2010”.

For the purpose of this chapter, the term: (1) “Authorized shares” means the shares of all classes a domestic or foreign corporation is authorized to issue. (2) “Bylaws” means the code of rules, other than the articles of incorporation, adopted for the regulation and governance o…

(a) Notice under this chapter must be in writing unless oral notice is reasonable under the circumstances. Unless otherwise agreed between the sender and the recipient, words in a notice or other communication under this chapter must be in English. (b) A notice or other communica…

(a) For the purposes of this subsection, the term: (1) “Filed document” means a document delivered to the Mayor for filing under any provision of this chapter except § 29-102.11. (2) “Plan” means a plan of domestication, nonprofit conversion, entity conversion, merger, or share e…

(a) For the purposes of this chapter, the following identified as a shareholder in a corporation’s current record of shareholders constitutes one shareholder: (1) Three or fewer co-owners; (2) A corporation, partnership, trust, estate, or other entity; (3) The trustees, guardians…

(a) For the purposes of this section, the term: (1) “Material interest” means an actual or potential benefit or detriment, other than one which would devolve on the corporation or the shareholders generally, that would reasonably be expected to impair the objectivity of the direc…

(a) A corporation shall have delivered written notice or any other report or statement under this chapter, the articles of incorporation, or the bylaws to all shareholders who share a common address if: (1) The corporation delivers one copy of the notice, report, or statement to …

One or more persons may act as the incorporator or incorporators of a corporation by delivering articles of incorporation to the Mayor for filing.

(a) The articles of incorporation shall set forth: (1) A corporate name for the corporation that satisfies §§ 29-103.01 and 29-103.02(a); (2) The number of shares the corporation is authorized to issue; (3) The information required by § 29-104.04; and (4) The name and address of …

(a) Unless a delayed effective date is specified, the corporate existence shall begin when the articles of incorporation are filed. (b) The Mayor’s filing of the articles of incorporation shall be conclusive proof that the incorporators satisfied all conditions precedent to incor…

All persons purporting to act as or on behalf of a corporation, knowing there was no incorporation under this chapter, shall be jointly and severally liable for all liabilities created while so acting.

(a) After incorporation: (1) If initial directors are named in the articles of incorporation, the initial directors shall hold an organizational meeting, at the call of a majority of the directors, to complete the organization of the corporation by appointing officers, adopting b…

(a) The incorporators or board of directors of a corporation shall adopt initial bylaws for the corporation. (b) The bylaws of a corporation may contain any provision for managing the business and regulating the affairs of the corporation that is not inconsistent with law or the …

(a) Unless the articles of incorporation provide otherwise, the board of directors of a corporation may adopt bylaws to be effective only in an emergency defined in subsection (d) of this section. The emergency bylaws, which shall be subject to amendment or repeal by the sharehol…

(a) Every corporation incorporated under this chapter shall have the purpose of engaging in any lawful business unless a more limited purpose is set forth in the articles of incorporation. (b) A corporation engaging in a business that is subject to regulation under another law of…

Unless its articles of incorporation provide otherwise, every corporation shall have perpetual duration and succession in its corporate name and shall have the same powers as an individual to do all things necessary or convenient to carry out its activities and affairs, including…

(a) In anticipation of or during an emergency defined in subsection (d), the board of directors of a corporation may: (1) Modify lines of succession to accommodate the incapacity of any director, officer, employee, or agent; and (2) Relocate the principal office, designate altern…

(a) Except as otherwise provided in subsection (b) of this section, the validity of corporate action may not be challenged on the ground that the corporation lacks, or lacked, power to act. (b) A corporation’s power to act may be challenged in a proceeding by: (1) A shareholder a…

(a) The articles of incorporation shall set forth any classes of shares and series of shares within a class, and the number of shares of each class and series, that the corporation is authorized to issue. If more than one class or series of shares is authorized, the articles of i…

(a) If the articles of incorporation so provide, the board of directors may, without shareholder approval: (1) Classify any unissued shares into one or more classes or into one or more series within a class; (2) Reclassify any unissued shares of any class into one or more classes…

(a) A corporation may issue the number of shares of each class or series authorized by the articles of incorporation. Shares that are issued shall be outstanding shares until they are reacquired, redeemed, converted, or canceled. (b) The reacquisition, redemption, or conversion o…

(a) A corporation may: (1) Issue fractions of a share or pay, in money, the value of fractions of a share; (2) Arrange for disposition of fractional shares by the shareholders; or (3) Issue scrip in registered or bearer form entitling the holder to receive a full share upon surre…

(a) A subscription for shares entered into before incorporation shall be irrevocable for 6 months unless the subscription agreement provides a longer or shorter period or all the subscribers agree to revocation. (b) The board of directors may determine the payment terms of subscr…

(a) The powers granted in this section to the board of directors may be reserved to the shareholders by the articles of incorporation. (b) The board of directors may authorize shares to be issued for consideration consisting of any tangible or intangible property or benefit to th…

(a) A purchaser from a corporation of its own shares shall not be liable to the corporation or its creditors with respect to the shares except to pay the consideration for which the shares were authorized to be issued or specified in the subscription agreement. (b) Unless otherwi…

(a) Unless the articles of incorporation provide otherwise, shares may be issued pro rata and without consideration to the corporation’s shareholders or to the shareholders of one or more classes or series. An issuance of shares under this subsection shall be a share dividend. (b…

(a)(1) A corporation may issue rights, options, or warrants for the purchase of shares or other securities of the corporation. The board of directors shall determine: (A) The terms upon which the rights, options, or warrants are issued; and (B) The terms, including the considerat…

(a) Shares may, but need not, be represented by certificates. Unless this chapter or another law expressly provides otherwise, the rights and obligations of shareholders shall be identical whether or not their shares are represented by certificates. (b) At a minimum, each share c…

(a) Unless the articles of incorporation or bylaws provide otherwise, the board of directors of a corporation may authorize the issue of some or all of the shares of any or all of its classes or series without certificates. The authorization shall not affect shares already repres…

(a) The articles of incorporation, bylaws, an agreement among shareholders, or an agreement between shareholders and the corporation may impose restrictions on the transfer or registration of transfer of shares of the corporation. A restriction shall not affect shares issued befo…

A corporation may pay the expenses of selling or underwriting its shares, and of organizing or reorganizing the corporation, from the consideration received for shares.

(a) The shareholders of a corporation shall not have a preemptive right to acquire the corporation’s unissued shares except to the extent the articles of incorporation so provide. (b) A statement included in the articles of incorporation that “the corporation elects to have preem…

(a) A corporation may acquire its own shares and shares so acquired shall constitute authorized but unissued shares. (b) If the articles of incorporation prohibit the reissue of the acquired shares, the number of authorized shares shall be reduced by the number of shares acquired…

(a) A board of directors may authorize, and the corporation may make, distributions to its shareholders subject to restriction by the articles of incorporation and the limitation in subsection (c) of this section. (b) If the board of directors does not fix the record date for det…

(a) Unless directors are elected by written consent in lieu of an annual meeting as permitted by § 29-305.04, a corporation shall hold a meeting of shareholders annually at a time stated in or fixed in accordance with the bylaws. However, if a corporation’s articles of incorporat…

(a) A corporation shall hold a special meeting of shareholders: (1) On call of its board of directors or the person or persons authorized to do so by the articles of incorporation or bylaws; or (2) Subject to subsection (b) of this section, if the holders of at least 10% of all t…

(a) The Superior Court may summarily order a meeting to be held on application of a shareholder: (1) Entitled to participate in an annual meeting if an annual meeting was not held or action by written consent in lieu thereof did not become effective within the earlier of 6 months…

(a) Action required or permitted by this chapter to be taken at a shareholders’ meeting may be taken without a meeting if the action is taken by all the shareholders entitled to vote on the action. The action shall be evidenced by one or more consents in a record bearing the date…

(a) A corporation shall notify shareholders of the date, time, and place of each annual and special shareholders’ meeting no less than 10, or more than, 60 days before the meeting date. If the board of directors has authorized participation by means of remote communication pursua…

(a) A shareholder may waive any notice required by this chapter, the articles of incorporation, or bylaws before or after the date and time stated in the notice. The waiver shall be in a record, be signed by the shareholder entitled to the notice, and be delivered to the corporat…

(a) The bylaws may fix or provide the manner of fixing the record date for one or more voting groups to determine the shareholders entitled to notice of a shareholders’ meeting, to demand a special meeting, to vote, or to take any other action. If the bylaws do not fix or provide…

(a) At each meeting of shareholders, a chair shall preside. The chair shall be appointed as provided in the bylaws or, in the absence of such provision, by the board. (b) The chair, unless the articles of incorporation or bylaws provide otherwise, shall determine the order of bus…

(a) Shareholders of any class or series may participate in any meeting of shareholders by means of remote communication to the extent the board of directors authorizes such participation for such class or series. Participation by means of remote communication shall be subject to …

(a) After fixing a record date for a meeting, a corporation shall prepare an alphabetical list of the names of all its shareholders that are entitled to notice of a shareholders’ meeting. The list shall: (1) Be arranged by voting group and, within each voting group, by class or s…

(a) Except as otherwise provided in subsections (b) and (d) of this section or unless the articles of incorporation provide otherwise, each outstanding share, regardless of class, shall be entitled to one vote on each matter voted on at a shareholders’ meeting. Only shares shall …

(a) A shareholder may vote the shareholder’s shares in person or by proxy. (b) An appointment of a proxy shall be effective when a signed appointment form or an electronic transmission of the appointment is received by the inspector of election or the officer or agent of the corp…

(a) A corporation may establish a procedure by which the beneficial owner of shares that are registered in the name of a nominee is recognized by the corporation as the shareholder. The extent of this recognition may be determined in the procedure. (b) The procedure may set forth…

(a) If the name signed on a vote, consent, waiver, or proxy appointment corresponds to the name of a shareholder, the corporation, if acting in good faith, shall be entitled to accept the vote, consent, waiver, or proxy appointment and give it effect as the act of the shareholder…

(a) Shares entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum of those shares exists with respect to that matter. Unless the articles of incorporation provides otherwise, a majority of the votes entitled to be cast on the matter …

(a) If the articles of incorporation or this chapter provide for voting by a single voting group on a matter, action on that matter is taken when voted upon by that voting group as provided in § 29-305.25. (b) If the articles of incorporation or this chapter provide for voting by…