Title 29 — Business Organizations. [Enacted title]

(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 …

(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 differen…

(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 judicia…

(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 t…

Unless displaced by particular provisions of this title, the principles of law and equity shall supplement this title.

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.

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 electr…

The repeal of a law by this title shall not affect: (a)(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…

This chapter may be cited as the “Entity Transactions Act of 2010”.

For the purpose of this chapter, the term: (1) “Acquired entity” means the entity, all of one or more classes or series of interests in which are acquired in an interest exchange. (2) “Acquiring entity” means the entity that acquires all of one or more classes or series of intere…

(a) Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter. (b) This chapter shall not authorize an act prohibited by, and does not affect the application or requirements of, law other than this chapter. (c) A transacti…

(a) A domestic or foreign entity that is required to give notice to, or obtain the approval of, a governmental agency or District Government Official to be a party to a merger shall give the notice, or obtain the approval, to be a party to an interest exchange, conversion, or dom…

A filing under this chapter signed by a domestic entity shall become part of the public organic record of the entity if the entity’s organic law provides that similar filings under that law become part of the public organic record of the entity.

The fact that a transaction under this chapter produces a certain result shall not preclude the same result from being accomplished in any other manner permitted by law other than this chapter.

A plan may refer to facts ascertainable outside of the plan if the manner in which the facts will operate upon the plan is specified in the plan. The facts may include the occurrence of an event or a determination or action by a person, whether or not the event, determination, or…

Except as otherwise provided in the organic law or organic rules of a domestic entity, approval of a transaction under this chapter by the unanimous vote or consent of its interest holders shall satisfy this chapter for approval of the transaction.

(a) An interest holder of a domestic merging, acquired, converting, or domesticating entity shall be entitled to appraisal rights in connection with the transaction if the interest holder would have been entitled to appraisal rights under the entity’s organic law in connection wi…

(a) Except as otherwise provided in this section, by complying with this subchapter: (1) One or more domestic entities may merge with one or more domestic or foreign entities into a domestic or foreign surviving entity; and (2) Two or more foreign entities may merge into a domest…

(a) A domestic entity may become a party to a merger under this subchapter by approving a plan of merger. The plan shall be in a record and contain: (1) As to each merging entity, its name, jurisdiction of formation, and type; (2) If the surviving entity is to be created in the m…

(a) A plan of merger shall not be effective unless it has been approved: (1) By a domestic merging entity: (A) In accordance with the requirements, if any, in its organic law and organic rules for approval of: (i) In the case of an entity that is not a business corporation, a mer…

(a) A plan of merger may be amended only with the consent of each party to the plan, except as otherwise provided in the plan. A domestic merging entity may approve an amendment of a plan of merger: (1) In the same manner as the plan was approved, if the plan does not provide for…

(a) A statement of merger shall be signed on behalf of each merging entity and delivered to the Mayor for filing. (b) A statement of merger shall contain: (1) The name, jurisdiction of formation, and type of entity of each merging entity that is not the surviving entity; (2) The …

(a) When a merger under this chapter becomes effective: (1) The surviving entity shall continue or come into existence; (2) Each merging entity that is not the surviving entity shall cease to exist; (3) All property of each merging entity shall vest in the surviving entity withou…

(a) Except as otherwise provided in this section, by complying with this subchapter: (1) A domestic entity may acquire all of one or more classes or series of interests of another domestic or foreign entity in exchange for interests, securities, obligations, rights to acquire int…

(a) A domestic entity may be the acquired entity in an interest exchange under this subchapter by approving a plan of interest exchange. The plan shall be in a record and contain: (1) The name and type of entity of the acquired entity; (2) The name, jurisdiction of formation, and…

(a) A plan of interest exchange shall not be effective unless it has been approved: (1) By a domestic acquired entity: (A) In accordance with the requirements, if any, in its organic law and organic rules for approval of an interest exchange; (B) Except as otherwise provided in s…

(a) A plan of interest exchange may be amended only with the consent of each party to the plan, except as otherwise provided in the plan. A domestic acquired entity may approve an amendment of a plan of interested exchange: (1) In the same manner as the plan was approved if the p…

(a) A statement of interest exchange shall be signed on behalf of a domestic acquired entity and delivered to the Mayor for filing. (b) A statement of interest exchange shall contain: (1) The name and type of the acquired entity; (2) The name, jurisdiction of formation, and type …

(a) When an interest exchange becomes effective: (1) The interests in the acquired entity that are the subject of the interest exchange shall cease to exist or are converted or exchanged, and the interest holders of those interests shall be entitled only to the rights provided to…

(a) Except as otherwise provided in this section, by complying with this subchapter, a domestic entity may become: (1) A domestic entity of a different type; or (2) A foreign entity of a different type if the conversion is authorized by the law of the foreign jurisdiction. (b) Ex…

(a) A domestic entity may convert to a different type of entity under this subchapter by approving a plan of conversion. The plan shall be in a record and contain: (1) The name and type of the converting entity; (2) The name, jurisdiction of formation, and type of entity of the c…

(a) A plan of conversion shall not be effective unless it has been approved: (1) By a domestic converting entity: (A) In accordance with the requirements, if any, in its organic rules for approval of a conversion; (B) If its organic rules do not provide for approval of a conversi…

(a) A plan of conversion of a domestic converting entity may be amended: (1) In the same manner as the plan was approved if the plan does not provide for the manner in which it may be amended; or (2) By the governors or interest holders of the entity in the manner provided in the…

(a) A statement of conversion shall be signed on behalf of the converting entity and delivered to the Mayor for filing. (b) A statement of conversion shall contain: (1) The name, jurisdiction of formation, and type of entity of the converting entity; (2) The name, jurisdiction of…

(a) When a conversion becomes effective: (1) The converted entity shall be: (A) Formed under and subject to the organic law of the converted entity; and (B) The same entity without interruption as the converting entity; (2) All property of the converting entity shall continue to …

(a) Except as otherwise provided in this section, by complying with this subchapter, a domestic entity may become a domestic entity of the same type in a foreign jurisdiction if the domestication is authorized by the law of the foreign jurisdiction. (b) Except as otherwise provid…

(a) A domestic entity may become a foreign entity in a domestication by approving a plan of domestication. The plan shall be in a record and contain: (1) The name and type of the domesticating entity; (2) The name and jurisdiction of formation of the domesticated entity; (3) The …

(a) A plan of domestication shall not be effective unless it has been approved: (1) By a domestic domesticating entity: (A) In accordance with the requirements, if any, in its organic rules for approval of a domestication; (B) If its organic rules do not provide for approval of a…

(a) A plan of domestication of a domestic domesticating entity may be amended: (1) In the same manner as the plan was approved if the plan does not provide for the manner in which it may be amended; or (2) By the governors or interest holders of the entity in the manner provided …

(a) A statement of domestication shall be signed on behalf of the domesticating entity and delivered to the Mayor for filing. (b) A statement of domestication shall contain: (1) The name, jurisdiction of formation, and type of the domesticating entity; (2) The name and jurisdicti…

(a) When a domestication becomes effective: (1) The domesticated entity shall be: (A) Organized under and subject to the organic law of the domesticated entity; and (B) The same entity without interruption as the domesticating entity; (2) All property of the domesticating entity …

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 …