4171308 Business Organizations Regulations Implementing D.C. Official Code Title 29

DEPARTMENT OF CONSUMER AND REGULATORY AFFAIRS

NOTICE OF PROPOSED RULEMAKING

The Director of the Department of Consumer and Regulatory Affairs, pursuant to the authority under Section 2 of the District of Columbia Official Code Title 29 (Business Organizations) Enactment Act of 2009, effective July 2, 2011 (D.C. Law 18-378; D.C. Official Code § 29-101.05 (2011 Repl.)) and Mayor’s Order 2011-178, dated October 25, 2011, hereby gives notice of the intent to adopt a new Chapter 7 (Business Organizations) to Title 17 (Business, Occupations and Professions) of the District of Columbia Municipal Regulations (DCMR). In addition, the Director gives notice of intent to take final rulemaking action to adopt this amendment in not less than forty-five (45) days from the date of publication of this notice in the D.C. Register.

The proposed rulemaking clarifies and prescribes the requirements for forming, maintaining, and operating foreign and domestic business organizations formed or regulated under Title 29 (Business Organizations) of the D.C. Official Code.

A new Chapter 7 (Business Organizations) to Title 17 (Business, Occupations and Professions) of the DCMR is added to read as follows:

CHAPTER 7   BUSINESS ORGANIZATIONS

SUBCHAPTER A: GENERAL PROVISIONS

700      GENERAL PROVISIONS

701      CERTIFICATE OF GOOD STANDING

702      Entities Required to File A Biennial Report to the Superintendent

703      Deadline For Filing Biennial Report

704      Biennial Reporting for corporations formed Prior to January 1, 1963

705      Failure to File A Biennial Report

706      FAILURE TO RENEW NAME REGISTRATION

707      REFUND OF ENTITY FILING FEES

708      PERMITTED NAMES

709      NAME REQUIREMENTS FOR CERTAIN TYPES OF ENTITIES

710      ENTITIES REQUIRED TO DESIGNATE AND MAINTAIN A REGISTERED AGENT

711      COMMERCIAL REGISTERED AGENT FOR A FEE OR ON BEHALF OF MULTIPLE FILING ENTITIES

712      TERMINATION OF LISTING OF COMMERCIAL REGISTERED AGENT

713      CHANGE OF NAME, ADDRESS, TYPE OF ENTITY, OR JURISDICTION OF FORMATION BY COMMERCIAL REGISTERED AGENT

714      DESIGNATION OF REGISTERED AGENT BY NONREGISTERED FOREIGN ENTITY OR NONFILING DOMESTIC ENTITY

715      SERVICE OF PROCESS, NOTICE OR DEMAND ON ENTITY

716      FOREIGN REGISTRATION STATEMENT

717      AMENDMENT OF FOREIGN REGISTRATION STATEMENT

718      WITHDRAWAL OF REGISTRATION OF REGISTERED FOREIGN ENTITY

719      WITHDRAWAL ON DISSOLUTION OR CONVERSION TO NONFILING ENTITY OTHER THAN LIMITED LIABILITY PARTNERSHIP

720      TRANSFER OF REGISTRATION

721      TERMINATION OF REGISTRATION FOR FOREIGN ENTITIES

722      TERMINATION OF REGISTRATION FOR DOMESTIC ENTITIES

723      PROCEDURE AND EFFECT

SUBCHAPTER B: ENTITY TRANSACTIONS

724      ENTITY TRANSACTIONS: MERGER AUTHORIZED

725      ENTITY TRANSACTIONS: GOOD STANDING FOR MERGING ENTITIES

726      ENTITY TRANSACTIONS: INTEREST EXCHANGE AUTHORIZED

727      ENTITY TRANSACTIONS: CONVERSION AUTHORIZED

728      ENTITY TRANSACTIONS: PLAN OF CONVERSION

729      ENTITY TRANSACTIONS: GOOD STANDING FOR CONVERTING ENTITIES

730      ENTITY TRANSACTIONS: DOMESTICATION AUTHORIZED

731      ENTITY TRANSACTIONS: PLAN OF DOMESTICATION

732      ENTITY TRANSACTIONS: GOOD STANDING FOR DOMESTICATING ENTITIES

SUBCHAPTER C: BUSINESS CORPORATIONS

733      BUSINESS CORPORATIONS: CALCULATION OF FEES FOR ARTICLES OF INCORPORATION

734      BUSINESS CORPORATIONS: SURRENDER OF CHARTER UPON DOMESTICATION

735      BUSINESS CORPORATIONS: CALCULATION OF FEES FOR ARTICLES OF AMENDMENT

736      BUSINESS CORPORATIONS: CALCULATION OF FEES FOR RESTATED ARTICLES OF INCORPORATION

737      BUSINESS CORPORATIONS: DISSOLUTION BY INCORPORATORS OR INITIAL DIRECTORS

738      BUSINESS CORPORATIONS: ARTICLES OF DISSOLUTION

SUBCHAPTER D: NONPROFIT CORPORATIONS

739      NONPROFIT CORPORATIONS: GOOD STANDING FOR DOMESTICATING NONPROFIT CORPORATIONS

740      NONPROFIT CORPORATIONS: AMENDING ARTICLES OF AMENDMENT

741      NONPROFIT CORPORATIONS: AMENDING RESTATED ARTICLES OF INCORPORATION

742      NONPROFIT CORPORATIONS: ARTICLES OF DISSOLUTION

SUBCHAPTER E: PROFESSIONAL CORPORATIONS

743      PROFESSIONAL CORPORATIONS: PERPETUAL DURATION; DISSOLUTION

SUBCHAPTER F: GENERAL PARTNERSHIPS AND LIMITED LIABILITY PARTNERSHIPS

744      GENERAL PARTNERSHIPS AND LIMITED LIABILITY PARTNERSHIPS: STATEMENT OF PARTNERSHIP AUTHORITY

745      GENERAL PARTNERSHIPS AND LIMITED LIABILITY PARTNERSHIPS: STATEMENT OF QUALIFICATION

746      GENERAL PARTNERSHIPS AND LIMITED LIABILITY PARTNERSHIPS: NONJUDICIAL DISSOLUTION

SUBCHAPTER G: LIMITED LIABILITY COMPANIES

747      LIMITED LIABILITY COMPANIES: CERTIFICATE OF ORGANIZATION FOR COMPANIES WITH ONE OR MORE SERIES

748      LIMITED LIABILITY COMPANIES: AMENDMENT OR RESTATEMENT OF CERTIFICATE OF ORGANIZATION

SUBCHAPTER H: GENERAL COOPERATIVE ASSOCIATIONS

749      GENERAL COOPERATIVE ASSOCIATIONS: ARTICLES OF INCORPORATION AMENDMENTS

SUBCHAPTER I:    LIMITED COOPERATIVE ASSOCIATIONS

750      LIMITED COOPERATIVE ASSOCIATIONS: PAYMENT OF A FOR-PROFIT FILING FEE

751      LIMITED COOPERATIVE ASSOCIATIONS: AMENDMENT OR RESTATEMENT OF ARTICLES OF ORGANIZATION

752      LIMITED COOPERATIVE ASSOCIATIONS: NONJUDICIAL DISSOLUTION

SUBCHAPTER J:    STATUTORY TRUSTS

753      STATUTORY TRUSTS: USE OF AMENDMENT, ARTICLES OF CONVERSION OR ARTICLES OF MERGER

754      STATUTORY TRUSTS: ARTICLES OF DISSOLUTION

799      DEFINITIONS

SUBCHAPTER A: GENERAL PROVISIONS

700                  GENERAL PROVISIONS

700.1               The provisions of this chapter are issued pursuant to the authority under section 2 of the District of Columbia Official Code Title 29 (Business Organizations) Enactment Act of 2009, effective July 2, 2011 (D.C. Law 18-378; D.C. Official Code § 29-101.05 (2011 Repl.)) and Mayor’s Order 2011-178, dated October 25, 2011.

700.2               For the purposes of this chapter, the following phrase from Title 29 (Business Organizations) of the District of Columbia Official Code (2011 Repl.) (“Act”) shall be interpreted by the Superintendent as follows:

(a)                Doing business – any trade, profession, or activity that provides, or holds itself out to provide, goods or services to the general public or to any portion of the general public, for hire or compensation in the District of Columbia, except as otherwise provided in D.C. Official Code § 29-105.05 (2011 Repl.).



701                  Certificate of Good Standing

701.1               The Superintendent shall issue a certificate of good standing to a registered domestic or registered foreign entity after all required corporate filing fees and any outstanding penalties are paid to the Superintendent and the other requirements of D.C. Official Code § 29-102.08 (2011 Repl.) are met.

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:

(a)                Business corporation;

(b)               Professional corporation;

(c)                Nonprofit corporation;

(d)               Limited partnership;

(e)                Limited liability limited partnership;

(f)                Limited liability company;

(g)               General cooperative association;

(h)               Limited cooperative association;

(i)                 Statutory trust;

(j)                 Business trust;

(k)               Common-law business trust; and

(l)                 Limited liability partnership.

702.2               Each biennial report shall include:

(a)                The date of formation or registration;

(b)               The signature of at least one (1) governor of the entity or other individual authorized to sign on behalf of the governor; and

(c)                An affirmation that the facts stated in the filing are true.

702.3               In addition to the requirements of Chapter 1 (General Provisions) of the Act, a registered foreign entity filing a biennial report pursuant to §702.1 shall include the following:

(a)                A statement that the foreign entity is in good standing in its state of domicile;

(b)               A description of the foreign entity’s efforts to be in good standing if the foreign entity is not in good standing in its state of domicile; and

(c)                A statement that the foreign entity cured the grounds for dissolution if the foreign entity is involuntarily dissolved in its state of domicile.

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.

703.2               A domestic or foreign entity that files a biennial report under §703.1 shall file subsequent biennial reports every two (2) years following the first April 1 filing.

703.3               For any registered domestic or registered foreign entity that previously was not required to file a biennial report with the Superintendent, the biennial report shall be filed with the Superintendent by April 1, 2013.

703.4               A domestic or foreign entity that files a biennial report under §703.3 shall file subsequent biennial reports every two (2) years following the first April 1 filing.

703.5               For any registered domestic or registered foreign entity general cooperative or cooperative association that has filed an annual report with the Superintendent, the biennial report shall be filed with the Superintendent by April 1, 2013.

703.6               A domestic or foreign entity that files a biennial report under §703.5 shall file subsequent biennial reports every two (2) years following the first April 1 filing.

704                  Biennial Reporting for corporations formed Prior to January 1, 1963

704.1               The provisions of this section shall apply to:

(a)        Any nonprofit corporation created under the provisions of a special act of Congress; and

(b)        Any domestic or foreign corporation incorporated prior to January 1, 1963, that has not elected to avail itself of either:

(1)        The District of Columbia Business Corporations Act, approved June 8, 1954 (68 Stat. 179; D.C. Official Code § 29-101.121 et seq. (1951)); or

(2)        The District of Columbia Nonprofit Corporations Act, approved August 6, 1962 (76 Stat. 265; D.C. Official Code § 29-301.01 et seq. (1962)).

704.2               Until December 31, 2013, any corporation under §704.1 shall be governed by the statute under which it was formed as if that statute had not been repealed and was still in force.

704.3               On January 1, 2014, the following requirements shall apply to any corporation under §704.1:

(a)        A corporation under §704.1 that has not adopted a resolution pursuant to § 704.4 shall be subject to Chapter 4 (Nonprofit Corporations) of the Act (D.C. Official Code § 29-401.01 et seq. (2011 Repl.));

(b)        A corporation under §704.1 that has adopted a resolution pursuant to § 704.4 shall be subject to Chapter 4 (Nonprofit Corporations) of the Act (D.C. Official Code § 29-401.01 et seq. (2011 Repl.)) on the date that the resolution is delivered to the Mayor for filing.

(1)        If the corporation has adopted a resolution by September 1, 2014, the corporation’s first report shall be filed pursuant to §704.9.

704.4               The resolution required under this section shall:

(a)                Be approved by a majority of votes of the corporation’s shareholders or members, if any; and

(b)               Be filed with the Superintendent together with restated articles of incorporation.

704.5               A corporation under §704.1 that files the resolution under §704.4 before January 1, 2014, shall:

(a)        File a biennial report by April 1 of the next calendar year; and

(b)        File subsequent biennial reports every two (2) years following the first April 1 filing.

704.6               A corporation under §704.1 that files the resolution under §704.4 between January 1, 2014 and August 31, 2014 shall:

(a)        File a biennial report by April 1 of the next calendar year; and

(b)        File subsequent biennial reports every two (2) years following the first April 1 filing.

704.7               A nonprofit corporation created under the provisions of a special act of Congress that elects to become a domestic nonprofit corporation subject to Chapter 4 (Nonprofit Corporations) of the Act (D.C. Official Code § 29-401 et seq. (2011 Repl.)) before January 1, 2014, shall file with the Superintendent:

(a)                  A copy of the resolution;

(b)                 A copy of the corporation’s congressional charter and amendments; and

(c)                  A restated articles of incorporation.

704.8               A nonprofit corporation under §704.7 that elects to become a domestic nonprofit corporation shall:



(a)        File a biennial report by April 1 of the next calendar year; and

(b)        File subsequent biennial reports every two (2) years following the first April 1 filing.

704.9               A nonprofit corporation created under the provisions of a special act of Congress

that elects not to become a domestic nonprofit corporation subject to Chapter 4 (Nonprofit Corporations) of the Act (D.C. Official Code § 29-401 et seq. (2011 Repl.)) shall file with the Superintendent, no later than January 1, 2014, a statement containing the following:

(a)                The corporation’s name;

(b)               The date of formation;

(c)                The name and address of at least one (1) governor;

(d)               The name and address of the registered agent; and

(e)                A copy of the corporation’s congressional charter and subsequent amendments.

704.10             A nonprofit corporation chartered by a special act of Congress that elects not to

become a domestic nonprofit corporation pursuant to §704.9 shall:



(a)                File a biennial report by April 1 of the next calendar year;

(b)               File subsequent biennial reports every two (2) years following the first April 1 filing; and

(c)                Maintain a registered agent pursuant to D.C. Official Code § 29-104.04 (2011 Repl.).

704.11             If a nonprofit corporation fails to file a timely biennial report in accordance with §704, the Superintendent reserves the right to administratively revoke or dissolve the nonprofit corporation.

705                  Failure to File A Biennial Report

705.1               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.

705.2               If a foreign 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 the termination of the foreign entity’s registration by the Superintendent.

706                  FAILURE TO RENEW NAME REGISTRATION

706.1               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

(b)               The name shall be available for use by another entity on the next business day after the expiration date.

707                  REFUND OF ENTITY FILING FEES

707.1               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 request for a refund shall be made within sixty (60) calendar days from the date of DCRA’s rejection notification.

707.2               The Superintendent shall retain all fees not requested within sixty (60) calendar days from the date of payment or date of the Superintendent’s rejection letter.

708                  PERMITTED NAMES

708.1               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 English translation of the entity’s name when registering with the Superintendent.

(b)        If the English translation of the entity’s name is currently on file with the     Superintendent, the domestic or foreign entity shall adopt and register a different English translation.

709                  NAME REQUIREMENTS FOR CERTAIN TYPES OF ENTITIES

709.1               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.

709.2               The following word, phrase, or abbreviation indicating the type of entity shall appear at the end of the name of the entity: “corporation”, “corp.”, “incorporated”, “Inc.”, “professional corporation”, “PC”, “professional association”, “PA”, “Limited”, “Ltd.”, “limited partnership”, “limited liability partnership”, “LLP”, “registered limited liability partnership”, “RLLP”, “limited liability limited partnership”, “LLLP”, “registered limited liability limited partnership”, “RLLLP”, “limited liability company”, or “LLC”.

710                  ENTITIES REQUIRED TO DESIGNATE AND MAINTAIN A REGISTERED AGENT

710.1                    The following types of entities shall designate and maintain a registered agent in the District:



(a)    A domestic filing entity;

(b)   A domestic limited liability partnership; and

(c)    A registered foreign entity.

711                  COMMERCIAL REGISTERED AGENT FOR A FEE OR ON BEHALF

                        OF MULTIPLE FILING ENTITIES

711.1               An individual or entity intending to serve as the commercial registered agent for a fee and for fifty (50) or more filing entities shall:

(a)                File with the Superintendent a commercial registered agent listing statement; and

(b)               Include the signature of the entity, individual, or other person authorized to sign on behalf of the commercial registered agent on the commercial registered agent listing statement.

711.2               An individual or entity serving as a commercial registered agent pursuant to §711.1 shall file a commercial registered agent filing with the Superintendent within thirty (30) business days of serving a minimum of fifty (50) filing entities.

711.3               An individual or entity currently serving as a commercial registered agent for a fee and for fifty (50) or more filing entities shall:



(a)                File with the Superintendent a commercial registered agent listing statement; and

(b)               Include the signature of the entity, individual, or other person authorized to sign on behalf of the commercial registered agent on the commercial registered agent listing statement.

711.4               An individual or entity currently serving as a commercial registered agent pursuant to §711.2 shall file a commercial registered agent filing with the Superintendent within thirty (30) business days that these regulations are adopted.

711.5               Failure to comply with filing a commercial registered agent listing statement may lead to the removal by the Superintendent of the commercial registered agent from each entity.

711.6               An individual or entity serving as a commercial registered agent for a fee and for forty-nine (49) or less filing entities may:



(a)                File with the Superintendent a commercial registered agent listing statement; and

(b)               Include the signature of the entity, individual, or other person authorized to sign on behalf of the commercial registered agent on the commercial registered agent listing statement.

712            TERMINATION OF LISTING OF COMMERCIAL REGISTERED AGENT

712.1               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)                If the commercial registered listing agent is a domestic filing entity and the status of the commercial registered listed agent is revoked or terminated, the commercial registered listing agent is terminated as the agent for all entities it represents.

(b)               If the commercial registered listing agent is a foreign filing entity and the status of the commercial registered listing agent is revoked or terminated, the commercial registered listing agent is terminated as the agent for all entities it represents.

(c)                Reinstatement of the commercial registered listing agent shall reinstate the listing of an agent.

713            CHANGE OF NAME, ADDRESS, TYPE OF ENTITY, OR JURISDICTION OF FORMATION BY COMMERCIAL REGISTERED AGENT

713.1               Upon filing a commercial registered agent statement of change, the Superintendent shall charge the commercial registered agent a fee to change the commercial registered agent information for each entity represented by the commercial registered agent.

714                  DESIGNATION OF REGISTERED AGENT BY NONREGISTERED FOREIGN ENTITY OR NONFILING DOMESTIC ENTITY

714.1               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 domestic entity filing a statement designating a registered agent shall include the entity’s principal address.

715                  SERVICE OF PROCESS, NOTICE OR DEMAND ON 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 person seeking to serve process, notice, or demand on the Superintendent shall submit to the Superintendent:

(a)        A completed service of process action on a form to be provided by the Department; or

(b)               A declaration containing the plaintiff’s name and address, defendant’s domestic or foreign filing entity’s name and last known address, and grounds for serving the Superintendent. The declaration shall contain the plaintiff or authorized person’s name and signature;

715.2Service on the Superintendent shall only be made after the person seeking to

serve the Superintendent has filed the notice or demand with a court of competent jurisdiction.

716            FOREIGN REGISTRATION STATEMENT

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 foreign entity or foreign limited liability partnership filing a statement of foreign registration shall include in the statement:



(a)                The signature of the entity’s governor or other individual authorized to sign on behalf of the governor; and

(b)               The signing individual’s name and capacity to sign.

717                  AMENDMENT OF 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.)), the foreign entity amending its foreign registration statement shall:

(a)        Specify in detail how the amended foreign registration statement differs from the existing foreign registration statement;

(b)       Submit a certified copy of the filing effectuating the amendment; and

(c)       The certified copy must be dated within the most recent ninety (90) days by the Secretary of State or authorized officer of the jurisdiction of formation.



718                  WITHDRAWAL OF REGISTRATION OF REGISTERED FOREIGN ENTITY

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 shall:

(a)                Be in good standing in the District before filing its statement of withdrawal;

(b)               Include the date of its initial foreign registration in the District in its statement of withdrawal; and

(c)             Include in the statement of withdrawal, the signature of the entity’s governor or other individual authorized to sign on behalf of the governor, and the signing individual’s name and capacity to sign.

719                  WITHDRAWAL ON DISSOLUTION OR CONVERSION TO NONFILING ENTITY OTHER THAN LIMITED LIABILITY PARTNERSHIP

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.)), a registered foreign entity which dissolves or converts to a domestic or foreign nonfiling entity other than a limited liability partnership shall include in its state of withdrawal:



(a)        The signature of the entity’s governor or other individual authorized to sign on behalf of the governor; and

(b)            The signing individual’s name and capacity to sign.

720                  TRANSFER OF REGISTRATION

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 that merges into a nonregistered foreign entity or converts to a foreign entity that is required to register with the Superintendent shall:

(a)                Be in good standing in the District before filing a transfer of application;

(b)               Submit a certified copy of the filing effectuating the merger or conversion; and

(c)                The certified copy shall be dated within the most recent ninety (90) days by the Secretary of State or authorized officer of the jurisdiction of formation.

720.2               The application for the transfer of registration shall contain:

(a)        The signature of the entity’s governor or other individual authorized to sign on behalf of the governor; and

(b)        The signing individual’s name and capacity to sign.

721                  TERMINATION OF REGISTRATION FOR FOREIGN ENTITIES

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.)), the Superintendent may terminate the registration of a foreign filing entity or foreign limited liability partnership to do business in the District if the entity is voluntarily or involuntarily dissolved in its state of domicile without filing an application for withdrawal in the District.

721.2               A foreign filing entity whose registration is terminated and seeks reinstatement in the District shall:



(a)                Comply with the same rules found in Chapter 1 (General Provisions) of the Act (D.C. Official Code § 29-101.01 et seq. (2011 Repl.)) governing a domestic filing entity that is dissolved administratively and seeking reinstatement;

(b)               Affirm that the entity is neither voluntarily nor involuntarily dissolved in its state of domicile at the time it seeks reinstatement in the District;

(c)          File with the Superintendent all reports which would have been due to the

                                    Superintendent while the entity was dissolved administratively; and

(d)               Pay all corporate filing fees which would have been due to the Superintendent while the entity was dissolved administratively.

722                  TERMINATION OF REGISTRATION FOR DOMESTIC ENTITIES

722.1               A domestic filing entity whose registration is terminated and seeks reinstatement in the District shall:



(a)                Comply with the same rules found in Chapter 1 (General Provisions) of the Act (D.C. Official Code § 29-101.01 et seq. (2011 Repl.)) governing a domestic filing entity that is dissolved administratively and seeking reinstatement;

(b)               File with the Superintendent all reports which would have been due to the

            Superintendent while the entity was dissolved administratively; and

(c)                Pay all corporate filing fees which would have been due to the Superintendent while the entity was dissolved administratively.

723            PROCEDURE AND EFFECT

723.1               The following provisions shall apply to business corporations:

(a)                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 Corporations) of the Act.

(b)               A business corporation that plans a merger with an entity other than a business corporation shall comply with Chapter 2 (Entity Transactions) of the Act.

723.2               The following provision shall apply to nonprofit corporations:

(a)                A nonprofit corporation that plans a merger or membership exchange with one or more nonprofit corporations shall comply with Subchapter IX (Merger and Membership Exchanges) of Chapter 4 (Nonprofit Corporations) of the Act.

723.3               The following provisions shall apply to professional corporations:

(a)                A professional corporation that plans a merger with one or more professional corporations or limited liability companies shall comply with D.C. Official Code § 29-512 (2011 Repl.).

(b)               A professional corporation that plans a merger with an entity other than a professional corporation or limited liability company shall comply with Chapter 2 (Entity Transactions) of the Act.

723.4                            The following provisions shall apply to general partnerships:

(a)                A general partnership that plans a merger with one or more general partnerships shall comply with Subchapter IX (Mergers and Interest Exchanges) of Chapter 6 (General Partnerships) of the Act.

(b)               A general partnership that plans a merger with an entity other than a general partnership shall comply with Chapter 2 (Entity Transactions) of the Act.

723.5                            The following provisions shall apply to limited partnerships:

(a)                A limited partnership that plans a merger with one or more limited partnerships shall comply with Subchapter X (Merger) of Chapter 7 (Limited Partnerships) of the Act.

(b)               A limited partnership plans a merger with an entity other than a limited partnership shall comply with Chapter 2 (Entity Transactions) of the Act.

723.6                            The following provisions shall apply to limited liability companies:

(a)                A limited liability company that plans a merger with one or more limited liability companies shall comply with Subchapter IX (Merger and Domestication) of Chapter 7 (General Partnerships) of the Act.

(b)               A limited liability company that plans a merger with one or more professional corporations shall comply with D.C. Official Code § 29-512 (2011 Repl.).

(c)                A limited liability company that plans a merger with an entity other than a limited liability company or professional corporation shall comply with Chapter 2 (Entity Transactions) of the Act.

723.7                            The following provision shall apply to general cooperative associations:

(a)                A general cooperative association that plans a merger with one or more general cooperative associations shall comply with Chapter 2 (Entity Transactions) of the Act.

723.8                            The following provisions shall apply to limited cooperative associations:

(a)                A limited cooperative association that plans a merger with one or more limited cooperative associations shall comply with Subchapter XV (Merger) of Chapter 10 (Limited Cooperative Associations) of the Act.

(b)               A limited cooperative association that plans a merger with an entity other than a limited cooperative association shall comply with Chapter 2 (Entity Transactions) of the Act.

723.9                The following provisions shall apply to unincorporated nonprofit associations:

(a)                An unincorporated nonprofit association that plans a merger with one or more unincorporated nonprofit associations shall comply with D.C. Code § 29-1126 of Chapter 11 (Unincorporated Nonprofit Associations) of the Act.

(b)               An unincorporated nonprofit association that plans a merger with an entity other than an unincorporated nonprofit association shall comply with Chapter 2 (Entity Transactions) of the Act.

723.10              The following provisions shall apply to statutory trusts:

(a)                A statutory trust that plans a merger with one or more statutory trusts shall comply with Subchapter VII (Merger) of Chapter 12 (Statutory Trusts) of the Act.

(b)               A statutory trust that plans a merger with an entity other than a statutory trust shall comply with Chapter 2 (Entity Transactions) of the Act.

723.11             An entity that plans a merger with one or more entities other than those described in the other provisions of this section shall comply with Chapter 2 (Entity Transactions) of the Act.

723.12             In addition to the requirements set forth in other provisions of this section:



(a)                A foreign filing entity shall be in good standing in the state of domicile before filing its articles of merger or articles of share exchange.

(b)               A registered foreign filing entity shall be in good standing in the state of domicile before filing its articles of merger or articles of share exchange with the Superintendent.

(c)                A nonregistered foreign filing entity shall submit to the Superintendent a certificate of good standing, certificate of existence, or similar document dated within the last ninety (90) days from the Secretary of State or other authorized officer of the jurisdiction of formation.

SUBCHAPTER B: ENTITY TRANSACTIONS

724                  ENTITY TRANSACTIONS: MERGER AUTHORIZED

724.1               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.)).

724.2               A foreign nonprofit corporation planning to merge shall comply with Chapter 4 of (Nonprofit Corporations) of the Act (D.C. Official Code § 29-401.01 et seq. (2011 Repl.)).

724.3               A general cooperative association planning to merge shall comply with Chapter 4 of the Act.

725                  ENTITY TRANSACTIONS: GOOD STANDING FOR MERGING ENTITIES

725.1               A business corporation planning an interest exchange with another business corporation shall comply with Subchapter IX (Mergers and Interest Exchanges) of Chapter 3 (Business Corporations) of the Act.

725.2               A general partnership planning an interest exchange with another general partnership must comply with D.C. Official Code § 29-609.05 (2011 Repl.) and, to the extent not insistent with that section, shall comply with Chapter 2 (Entity Transactions) of the Act.

725.3               An entity planning an interest exchange other than an interest exchange described in §§725.1 and 725.2 shall comply with Chapter 2 (Entity Transactions) of the Act.

725.4                In addition to the requirements set forth in this section:

(a)        A foreign entity shall be in good standing in the state of domicile before filing its statement of merger with the Superintendent.

(b)        A registered foreign entity shall be in good standing before filing its statement of merger with the Superintendent.

(c)       A nonregistered foreign entity shall submit to the Superintendent a certificate of good standing, certificate of existence, or similar document dated within the last ninety (90) days from the Secretary of State or other authorized officer of the jurisdiction of formation.

726                  ENTITY TRANSACTIONS: INTEREST EXCHANGE AUTHORIZED



726.1               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 its statement of interest exchange with the Superintendent.

(b)       A registered foreign entity shall be in good standing before filing its statement of interest exchange with the Superintendent.

(c)                A nonregistered foreign entity shall submit to the Superintendent a certificate of good standing, certificate of existence, or similar document dated within the last ninety (90) days from the Secretary of State or other authorized officer of the jurisdiction of formation.

727                  ENTITY TRANSACTIONS: CONVERSION AUTHORIZED

727.1               A domestic nonprofit corporation may convert into a nonprofit cooperative association.

727.2               A nonprofit cooperative association may convert into a domestic or foreign nonprofit cooperation.

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 with the Superintendent before filing its statement of conversion.

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 to the Superintendent a certificate of good standing, certificate of existence, or similar document; and

(b)        The certificate of good standing, certificate of existence, or similar document shall have a date within the last ninety (90) days from the Secretary of State or other authorized officer of the jurisdiction of formation.

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 Subchapter VII (Domestication) of Chapter 4 (Nonprofit Corporations) of the Act.

730.3                A limited liability company that plans to domesticate shall comply with Subchapter IX (Domestication) of Chapter 8 (Limited Liability Companies) of the Act.

730.4                An entity that plans a domestication other than those described in the other provisions of this section shall comply with Chapter 2 (Entity Transactions) of the Act.

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)          A registered foreign filing entity becoming a domestic entity must be in good standing with the Superintendent before filing its statement of domestication.

(b)      A nonregistered foreign entity shall submit to the Superintendent a

certificate of good standing, certificate of existence, or similar document dated within the last ninety (90) days from the Secretary of State or other authorized officer of the jurisdiction of formation.

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 standing with the Superintendent before filing its statement of domestication.

SUBCHAPTER C: BUSINESS CORPORATIONS

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)                A number of authorized shares; and

(b)               Does not specify the par value for each authorized share.

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 articles of charter surrender.

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:

(a)                An increase of authorized shares; and

(b)               Does not specify the par value for each authorized share.

735.2               A corporation shall not use the articles of amendment to amend:

(a)                The registered agent on record;

(b)               The name of the incorporators; or

(c)                The address of the incorporators.



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:

(a)                An increase of authorized shares; and

(b)               Does not specify the par value for each authorized share.

736.2              The corporation shall not use the restated articles of incorporation to amend:

(a)                The registered agent on record;

(b)               The name of the incorporators; or

(c)                The address of the incorporators.

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 corporation may dissolve the corporation if:



(a)                The incorporators or initial directors have not filed a biennial report by the deadline; and

(b)       The corporation is in good standing in the District before filing its articles of dissolution with the Superintendent.

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.

SUBCHAPTER D: NONPROFIT CORPORATIONS

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 District shall be in good standing with the Superintendent before filing its articles of domestication; and

(b)               A nonregistered foreign nonprofit domesticating in the District shall submit to the Superintendent a certificate of good standing, certificate of existence, or similar document dated within the last ninety (90) days from the Secretary of State or other authorized officer of the jurisdiction of formation.

740                  NONPROFIT CORPORATIONS: AMENDING ARTICLES OF AMENDMENT

740.1               A nonprofit corporation shall not use the articles of amendment to amend:

(a)                The registered agent on record;

(b)               The name of incorporators; or

(c)                The address of incorporators.

741                  NONPROFIT CORPORATIONS: AMENDING RESTATED ARTICLES OF INCORPORATION

741.1               A nonprofit corporation shall not use the restated articles of incorporation to amend:

(a)                The registered agent on record;

(b)               The name of incorporators; or

(c)                The address of incorporators.

741.2               A nonprofit corporation restating its articles of incorporation may identify the filing as a “restated articles of incorporation” or “restated and amended articles of incorporation” instead of an articles of amendment as stated in D.C. Official Code § 29-408.07(c) (2011 Repl.).

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.

SUBCHAPTER E: PROFESSIONAL CORPORATIONS

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 with the Superintendent its statement of conversion in accordance with Chapter 2 (Entity Transactions) of the Act (D.C. Official Code § 29-201.01 et seq. (2011 Repl.)).

743.2               A professional corporation filing its articles of dissolution with the Superintendent shall satisfy the filing of articles of dissolution requirements of Chapter 3 (Business Corporations) of the Act (D.C. Official Code § 29-301.01 et seq. (2011 Repl.)).

743.3               For purposes of D.C. Official Code § 29-502(3) (2011 Repl.), the term practitioners of the healing arts shall mean a licensed professional authorized to practice a health occupation under Title 3 of Chapter 12 of the D.C. Official Code. This excludes an assistant, technician, technologist, aide, or person in a similar position who is licensed or permitted to practice a health occupation in the District under Title 3, Chapter 12 of the D.C. Official Code.

SUBCHAPTER F: GENERAL PARTNERSHIPS AND LIMITED LIABILITY PARTNERSHIPS

744                  GENERAL PARTNERSHIPS AND LIMITED LIABILITY PARTNERSHIPS: STATEMENT OF PARTNERSHIP AUTHORITY

744.1               Unless earlier canceled, a general partnership may amend its filed statement of partnership authority before the end of the fifth year following the date of:

(a)                The existing statement of partnership authority on file with the Superintendent; or

(b)               The existing amended statement of partnership authority on file with the

            Superintendent.

745                  GENERAL PARTNERSHIPS AND 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 standing before filing an amendment to or cancellation of the statement of qualification with the Superintendent.



746                  GENERAL PARTNERSHIPS AND LIMITED LIABILITY PARTNERSHIPS: NONJUDICIAL DISSOLUTION

746.1               A dissolved limited partnership that has completed winding up and is in good standing shall submit to the Superintendent a statement of dissolution for filing.

                        SUBCHAPTER G: LIMITED LIABILITY COMPANIES

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 one (1) or more series that is treated as a separate entity, the certificate of organization filed with the Superintendent shall include:

(a)        That the limited liability company has at least one (1) member;

(b)        The date on which the person(s) became the company’s initial member or members; and

(c)        The name of the company’s initial member or members.

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:

(a)                The registered agent on record;

(b)               The name of organizers; or

(c)                The address of organizers.

SUBCHAPTER H: GENERAL COOPERATIVE ASSOCIATIONS

749                  GENERAL COOPERATIVE ASSOCIATIONS: ARTICLES OF INCORPORATION AMENDMENTS

749.1               A general cooperative shall not use the amended articles to amend:

(a)                The registered agent on record;

(b)               The name of incorporators; or

(c)                The address of incorporators.

SUBCHAPTER I:    LIMITED COOPERATIVE ASSOCIATIONS

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 filing fee.

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:

(a)                The registered agent on record;

(b)               The name of organizers; or

(c)                The address of organizers.

752                  LIMITED COOPERATIVE ASSOCIATIONS: NONJUDICIAL DISSOLUTION

752.1              A dissolved limited cooperative association shall be in good standing before filing a statement of dissolution with the Superintendent.

SUBCHAPTER J:    STATUTORY TRUSTS

753                  STATUTORY TRUSTS: USE OF AMENDMENT, ARTICLES OF CONVERSION OR ARTICLES OF MERGER

753.1               A statutory trust shall not use an amendment, articles of conversion, or articles of merger to amend:

(a)                The registered agent on record;

(b)               The name of the initial trustee; or

(c)                The address of the initial trustee.

754                  STATUTORY TRUSTS: ARTICLES OF DISSOLUTION

754.1               A statutory trust shall be in good standing before filing its articles of dissolution with the Superintendent.

799                  DEFINITIONS

799.1               When used in this chapter, the following terms and phrases shall have the meanings ascribed:

Act – The District of Columbia Official Code Title 29 (Business Organizations) Enactment Act of 2010, effective July 2, 2011 (D.C. Law 18-378; D.C. Official Code § 29-101.01 et seq.).

Business day – A day of the week consisting of Monday through Friday, and excludes Saturday, Sunday, any legal holiday, or any day that the District government is closed.

Calendar day – Monday through Sunday; however, if the final day is a day that

DCRA is closed for business, the filing changes to the first day DCRA is open for business.

Calendar year – January 1 through December 31.

DCRA or Department – Department of Consumer and Regulatory Affairs.

Domicile – The state where the entity formed.

Registered – A domestic or foreign filing entity listed on the records maintained by the Superintendent.

Superintendent – DCRA Superintendent of Corporations.

All persons desiring to comment on these proposed regulations should submit comments in writing to Helder Gil, Legislative Affairs Specialist, Department of Consumer and Regulatory Affairs, 1100 Fourth Street, SW, Room 5164, Washington, D.C. 20024, or via e-mail at helder.gil@dc.gov, not later than forty-five (45) days after publication of this notice in the D.C. Register. Persons with questions concerning this Notice of Proposed Rulemaking should call (202) 442-4400. Copies of the proposed rules can be obtained from the address listed above. A copy fee of one dollar ($1.00) will be charged for each copy of the proposed rulemaking requested. Free copies are available on the DCRA website at http://dcra.dc.gov by going to the “About DCRA” tab, clicking on “News Room”, and then clicking on “Rulemaking”.

4171308 Business Organizations Regulations Implementing D.C. Official Code Title 29

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