Title 29 — Business Organizations. [Enacted title]

(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”.

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 incorpora…

This chapter shall apply to an entity formed under or subject to this title.

(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 recor…

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.

(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 o…

(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 phys…

(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 …

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 ef…

(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 …

(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. (…

(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 delive…

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.

(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 n…

(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 dece…

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 anothe…

(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 th…

(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 n…

(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…

(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 recor…

(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 ne…

(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 availa…

(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…

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” me…

The following shall designate and maintain a registered agent in the District: (a)(1) A domestic filing entity; (2) A domestic limited liability partnership; and (3) A registered foreign entity.

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: (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 secti…

(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; …

(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 f…

(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) …

(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 b…

(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 represente…

(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 …

(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 age…

(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 require…

(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 entit…

The only duties of a registered agent under this subchapter are: (a)(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 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.

(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 limite…

(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…

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: (a)(1) The name of the foreign filing entity…

(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…

(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 Distri…

(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 register…

(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 …

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.

(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…

(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 sh…

(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…

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.

The Mayor may commence a proceeding under § 29-106.02 to dissolve a domestic filing entity administratively if the entity does not: (a)(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 n…