An Act to provide for the incorporation, regulation, merger, consolidation, and dissolution of certain business corporations in the District of Columbia
PL 83-389 (H.R.3704), enacted 06/08/1954

68 S T A T . ] 
P U B L I C LAW 3 8 9 - J U N E 8, 1954 
177 
P u b l i c L a w 3 8 9 
C H A P T E R 2 6 9 
AN A C T 
June 8. 1954 
To provide for the incorporation, regulation, merger, consolidation, and dissolution 
[H. R . 3704] 
of certain business corporations in the District of Columbia. 
Be it enacted hy the Senate and House of Representatives of the c^o?ation Act.'^ 
United States of America in Congress a^senibled, 
TABLE OF CONTENTS 
Sec. 1. Short title. 
Sec. 2. Definitions. 
Sec. 3. Purposes. 
Sec. 4. General powers. 
Sec. 5. Power of corporation to acquire its own shares. 
Sec. 6. Dealing in real estate as corporate purpose. 
Sec. 7. Defense of ultra vires. 
Sec. 8. Corporate name. 
Sec. 9. Reserved name. 
Sec. 10. Registered office and registered agent. 
Sec. 11. Change of registered office or registered agent. 
Sec. 12. Registered agent as an agent for service. 
Sec. 13. Authorized shares. 
Sec. 14. Issuance of shares of preferred or special classes in sei'ies. 
Sec. 15. Subscriptions for shares. 
Sec. 16. Consideration for shares. 
Sec. 17. Payment for shares. 
Sec. IS. Determination of amount of stated capital. 
Sec. 19. Expenses of organization, reorganization, and financing. 
Sec. 20. Certificates representing shares. 
Sec. 21. Issuance of fractional shai'es or scrip. 
Sec. 22. Liability of subscribers and shareholders. 
Sec. 23. Shareholders' preemptive rights. 
Sec. 24, Bylaws. 
Sec. 25. Meetings of shai'eholders. 
Sec. 26. Notice of shareholders' meetings. 
Sec. 27. Voting of shares. 
Sec. 28. Closing of transfer books and fixing record date. 
Sec. 29. Voting of shares by certain holders. 
Sec. 30. Voting trust. 
Sec. 31. Quorum of shareholders. 
Sec. 32. Board of directors. 
Sec. 33. Number and election of directors. 
Sec. 34. Classification of directors. 
Sec. 35. Vacancies. 
Sec. 36. Quorum of directors. 
Sec. 37. Executive committee. 
Sec. 38. Place of directors' meetings. 
Sec. 39. Notice of directors' meetings. 
Sec. 40. Dividends. 
Sec. 41. Dividends in partial liquidation. 
Sec. 42. Liability of directors in certain cases. 
Sec. 43. Officers. 
Sec. 44. Removal of officers. 
Sec. 45. BOOIJS and records. 
Sec. 46. Incorporators. 
Sec. 47. Articles of incorporation. 
Sec. 48. Filing of articles of incorporation. 
Sec. 49. Effect of issuance of certificate of incoi'poration. 
Sec. 50. Requirement before commencing business. 
Sec. 51. Organization meeting of directors. 
Sec. 52. Right to amend articles of incorporation. 
Sec. 53. Procedure to amend articles of incorporation before acceptance of sub-
scriptions to shares. 
Sec. 54. Procedure to amend articles of incorporation after acceptance of sub-
scription to shai'es. 
Sec. 55. When entitled to vote by classes. 
Sec. 56. Articles of amendment. 
Sec. 57. Filing of articles of amendment. 
Sec. 58. Effect of certificate of amendment. 
Sec. 59. Redemption and cancellation of shares. 
Sec. 60. Cancellation of reacquired shares. 
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PUBLIC LAW 389-JUNE 8, 1954 
[68 S T A T * 
Sec. 61. Reduction of stated capital in certain cases. 
Sec.62. Reduction of stated capital (continued). 
Sec. 63. Reduction of paid-in surplus. 
Sec. 64. Procedure for merger. 
Sec. 65. Procedure for consolidation. 
Sec. 66. Meetings of shareliolders. 
Sec. 67. Approval by shareholders. 
Sec. 68. Articles of merger or consolidation. 
Sec. 69. Effective date of merger or consolidation. 
Sec. 70. Effect of merger or consolidation. 
Sec. 71. Merger 
_or consolidation of domestic and foreign corporations. 
Sec. 72. Merger of parent corporation and wholly owned subsidiary. 
Sec. 73. Rights of dissenting shareholders. 
Sec. 74. Sale, lease, exchange, or mortgage of assets in usual and regular course 
of business. 
Sec. 75. Sale, lease, exchange, or mortgage of assets other than in usual and 
regular course of business. 
Sec. 76. Voluntary dissolution of corporation by its incorporators. 
Sec. 77. Dissolution by consent of shareholders. 
Sec. 78. Dissolution by act of corporation. 
Sec. 79. Filing of statement of intent to dissolve. 
Sec. 80. Effect of statement of intent to dissolve. 
Sec. 81. Proceedings after filing of statement of intent to dissolve. 
Sec. 82. Revocation by consent of shareholders of voluntary dissolution pro-
ceedings. 
Sec. 83. Revocation by act of corporation of voluntary dissolution proceedings. 
Sec. 84. Filing of statement of revocation of voluntary dissolution proceedings. 
Sec. 85. Effect of statement of revocation of voluntary dissolution proceedings. 
Sec. 86. Articles of dissolution. 
Sec. 87. Filing of articles of dissolution. 
Sec. 88. Involuntary dissolution. 
Sec. 89. Venue and process. 
Sec. 90. Jurisdiction of court to liquidate assets and business of corporation. 
Sec. 91. Procedure in liquidation of corporation by court. 
Sec. 92. Qualifications of receivers. 
Sec. 93. Filing of claims in liquidation proceedings. 
Sec. 94. Discontinuance of liquidation proceedings. 
Sec. 95. Decree of involuntary dissolution. 
Sec. 96. Filing of decree of dissolution. 
Sec. 97. Survival of remedy after dissolution. 
Sec. 98. Annual report of domestic corporation. 
Sec. 99. Admission of foreign corporation. 
Sec. 100. Powers of foreign corporation. 
Sec. 101. Corporate name of foreign corporation. 
Sec. 102. Change of name by foreign corporation. 
Sec. 103. Application for certificate of authority. 
Sec. 104. Filing of documents on application for certificate of authority. 
Sec. 105. Effect of certificate of authority. 
Sec. 106. Registered oflSce and registered agent of foreign corporation. 
Sec. 107. Change of registered office or registered agent of foreign corporation. 
Sec. 108. Service of process on foreign cori)oration. 
Sec. 109. Amendment to articles of incorporation of foreign corporation. 
Sec. 110. Merger of foreign corporation authorized to transact business in the 
District. 
Sec. 111. Amended certificate of authority. 
Sec. 112. Annual report of foreign corporations. 
Sec. 113. Withdrawal of foreign corporation. 
Sec. 114. Filing of application for withdrawal. 
Sec. 115. Revocation of certificate of authority. 
Sec. 116. Issuance of certificate of revocation. 
Sec. 117. Effect of revocation or withdrawal upon actions and contracts. 
Sec. 118. Application to foreign corporations transacting business on the effective 
date of this act. 
Sec. 119. Transacting business without certificate of authority. 
Sec. 120. Commissioners; duties and functions. 
Sec. 121. Fees and license taxes, and charges. 
Sec. 122. Effect of failure to pay annual franchise tax or to file annual report. 
Sec. 123. Proclamation of revocation. 
See. 124. Penalty for carrying on business after issuance of proclamation. 
Sec. 125. Correction of error in proclamation. 
Sec. 126. Reservation of name of proclaimed corporation. 
Sec. 127. Reinstatement of proclaimed corporations. 
Sec. 128. Penalty for failure to file annual report on time. 
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PUBLIC LAW 389-JUNE 8, 1954 
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Sec. 129. Penalty for failure to maintain registered oflSce or registered agent. 
Sec. 130. Effect of nonpayment of fees. 
Sec. 131. Penalties; violation or failure a misdemeanor. 
Sec. 132. Rights and immunities of witnesses. 
Sec. 133. Monopolies and restraint of trade. 
Sec. 134. Waiver of notice. 
Sec. 135. Voting requirements of articles of incorporation. 
Sec. 136. Informal action by shareholders. 
Sec. 137. Appeal from Commissioners. 
Sec. 138. Certificates and certified copies of certain documents. 
Sec. 139. Unauthorized assumption of corporate powers. 
Sec. 140. Forms to be furnished by Commissioners. 
Sec. 141. Reincorporation or incorporation of existing corporations. 
Sec. 142. Effect of filing articles of reincorporation or certificates of incorpo-
ration. 
Sec. 143. Transfer of duties of Recorder of Deeds. 
Sec. 144. Constitutionality. 
Sec. 145. Right of repeal reserved. 
Sec. 146. Time of taking effect. 
Sec. 147. Appropriation of funds. 
SHORT TITLE 
SECTION 1. This Act shall be known and may be cited as the "District 
of Columbia Business Corporation Act", 
DEFINITIONS 
SEC. 2. As used in and for the purposes of this Act, unless the 
context otherwise requires— 
(a) "Corporation" or "domestic corporation", except as used in 
section 143 of this Act, means a corporation subject to the provisions 
of this Act, except a foreign corporation. 
(b) "Foreign corporation" means a corporation for profit organized 
under laws other than the laws of the District of Columbia and special 
Acts of Congress. 
(c) "Articles of incorporation" include the original articles of 
incorporation and all amendments thereto, and include articles of 
merger or consolidation. 
(d) "Subscriber" means one who subscribes for shares in a corpora-
tion, whether before or after incorporation. 
(e) "Incorporator" means one of the signers of the original articles 
of incorporation. 
(f) "Shares" are the units into which the shareholders' right to 
participate in the control of the corporation, in its surplus or profits, 
or in the distribution of its assets, are divided. 
(g) "Shareholder" means one who is a holder of record of shares 
in a corporation. 
(h) "Authorized shares" means the aggregate number of shares of 
all classes, whether with or without par value, which the corporation 
is authorized to issue. 
(i) Shares of its own stock belonging to a corporation shall be 
deemed to be "issued" shares, but not "outstanding" shares. 
(j) "Stated capital" means, at any particular time, the sum of (1) 
the par value of all shares then issued having a par value and (2) the 
consideration received by the corporation for all shares then .issued 
without par value, except such part thereof as may have been allocated 
otherwise than to stated capital in a manner permitted by law, and (3) 
such amounts not included in clauses (1) or (2) of this paragraph as 
may have been transferred to the stated capital account of the cor-
poration, whether upon the issue of shares as a share dividend or 
otherwise, minus such formal reductions from said sum as may have 
been effected in a manner permitted by law. 
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(k) "Paid-in surplus" means all that part of the consideration re-
ceived by the corporation for, or on account of, all shares issued which 
does not constitute stated capital, whether heretofore or hereafter 
created by (1) the receipt by the corporation, for, or on account of, the 
issuance of shares having a par value of consideration in excess of the 
par value of such shares or (2) the allocation of any part of the con-
sideration received by the corporation for, or on account of, the issu-
ance of shares in a manner permitted by law or (3) a reduction of 
stated capital under this Act, minus such formal reductions of paid-in 
surplus as may have been effected in a manner permitted by law. 
(1) "Net assets", for the purpose of determining the right of a cor-
poration to purchase its own shares and of determining the right of a 
corporation to declare and pay dividends and the liabilities of directors 
therefor, shall not include shares of its own stock belonging to such 
corporation. 
(m) "Registered office" means that office maintained by the cor-
poration, the address of which is on file with the Commissioners. 
(n) "Insolvent" means that the corporation is unable to pay its debts 
as they become due in the usual course of its business. 
(o) "State" means any State, Territory, colony, dependency, or pos-
session of the United States of America, or any foreign country. 
(p) "Commissioners" means the Commissioners of the District of 
Columbia or the agent or agents designated by them to perform any 
function vested in the Commissioners by this Act. 
(q) "District" means the District of Columbia. 
(r) "The court", except where otherwise specified, means the United 
States District Court for the District of Columbia. 
PURPOSES 
SEC. 3. Corporations for profit may be organized under this Act for 
any lawful purpose or purposes, except for the purpose of banking or 
insurance or the acceptance and execution of trusts, the operation of 
railroads, or building and loan associations: Provided^ That nothing 
contained in this Act shall be construed to relieve any public-utility 
corporation incorporated or reincorporated under the provisions of this 
Act from complying with all applicable provisions of the laws of the 
District of Columbia relating to such corporations: Provided 
further^ 
That no corporation may be organized under this Act unless the place 
where it conducts its principal business is located within the District 
of Columbia. 
GENERAL POWERS 
SEC. 4. Each corporation shall have power: 
(a) To have perpetual succession by its corporate name unless a 
limited period of duration is stated in its articles of incorporation. 
(b) To sue and be sued, complain and defend, in its corporate name. 
(c) To have a corporate seal, which may be altered at pleasure, and 
to use the same by causing it, or a facsimile thereof, to be impressed or 
affixed or in any other manner reproduced. 
(d) To purchase, take, receive, lease, take by gift, devise, or bequest, 
or otherwise acquire, and to own, hold, improve, use, and otherwise 
deal in and with real or personal property, or any interest therein, 
wherever situated. 
(e) To sell, convey, mortgage, pledge, lease, exchange, transfer, 
and otherwise dispose of all or any part of its property and assets. 
(f) To lend money to, and otherwise assist, its employees, other 
than its officers and directors. 
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PUBLIC LAW 389-JUNE 8, 1954 
181 
(g) To purchase, take, receive, subscribe for, or otherwise acquire, 
own, hold, vote, use, employ, sell, mortgage, loan, pledge, or otherwise 
dispose of, and otherwise use and deal in and with, shares or other 
interests in, or obligations of, other corporations organized under the 
laws of the District of Columbia, of foreign corporations, and of 
associations, partnerships, or individuals. 
(h) To make contracts and incur liabilities; to borrow money at 
such rates of interest as the corporation may determine without regard 
to the restrictions of any usury law; to issue its notes, bonds, and other 
obligations; and to secure any of its obligations by mortgage or pledge 
of all or any of its property, franchises, and income. 
(i) To invest its surplus funds from time to time and to lend money 
for its corporate purposes, and to take and hold real and personal 
property as security for the payment of funds so invested or loaned. 
(j) To conduct its business, carry on its operations, and have offices 
and exercise the powers granted by this Act within and without the 
District of Columbia and to exercise in any State, Territory, district, 
colony, or possession of the United States, or in any foreign country 
the powers granted by this Act, subject to the laws of such State, Terri-
tory, District, colony, or possession of the United States, or such 
foreign country. 
(k) To elect or appoint officers and agents of the corporation, and 
to define their duties and fix their compensation. 
(1) To make and alter bylaws, not inconsistent with its articles of 
incorporation or with the laws of the District of Columbia, for the 
administration and regulation of the affairs of the corporation. 
(m) To make contributions to charitable organizations, and, in time 
of war, to transact any lawful business in aid of the United States. 
(n) To cease its corporate activities and surrender its corporate 
franchise. 
(o) To have and exercise all powers necessary or convenient to effect 
any or all of the purposes for which the corporation is formed. 
(p) To indemnify any and all of its directors or officers or former 
directors or officers or any person who may have served at its request 
as a director or officer of another corporation in which it owns shares of 
capital stock or of which it is a creditor against expenses actually and 
necessarily incurred by them in connection with the defense of any 
action, suit, or proceeding in which they, or any of them, are made 
parties, or a party, by reason of being or having been directors or 
officers or a director or officer of the corporation, or of such other cor-
poration, except in relation to matters as to which any such director or 
officer or former director or officer or person shall be adjudged ,in such 
action, suit, or proceeding to be liable for negligence or misconduct in 
the performance of duty. 
Such indemnification shall not be deemed 
exclusive of any other rights to which those indemnified may be entitled, 
under any bylaw, agreement, vote of stockholders, or otherwise. 
POWER o r CORPORATION TO ACQUIRE ITS OWN SHARES 
SEC. 5. A corporation shall have power to purchase, take, receive, or 
otherwise acquire, hold, own, pledge, transfer, or otherwise dispose of 
its own shares: Provided^ That it shall not purchase, either directly or 
indirectly, its own shares when its net assets are less than the sum of its 
stated capital, its paid-in surplus, any surplus arising from unrealized 
appreciation in value or revaluation of its assets and any surplus aris-
ing from surrender to the corporation of any of its shares, or when 
by so doing its net assets would be reduced below such sum. Notwith-
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standing the foregoing limitations, a corporation may purchase or 
otherwise acquire its own shares for the purpose of— 
(a) eliminating fractional shares; 
(b) collecting or compromising claims of the corporation or any 
indebtedness to the corporation; 
(c) paying dissenting shareholders entitled to payment for their 
shares under the provisions of this Act; 
(d) effecting the retirement of its redeemable shares by 
redemption or oy purchase at not to exceed the redemption price, 
but no redemption or purchase of redeemable shares shall be 
made which will reduce the remaining assets of the corporation 
below an amount sufficient to pay all debts and known liabilities 
of the corporation as they mature, except such debts and lia-
bilities as have been otherwise adequately provided for, or which 
will reduce the net assets below the aggregate amount payable 
to the holders of shares having prior or equal rights to the assets 
of the corporation upon dissolution. 
DEALING I N REAL ESTATE AS CORPORATE PURPOSE 
SEC. 6. A corporation having among its purposes, as set forth in 
its articles of incorporation, that of acquiring, owning, using, con-
veying, and otherwise disposing of and dealing in real property or 
any interest therein, shall have power and authority so to do without 
limitation. 
DEFENSE OF ULTRA VIRES 
SEC. T. NO act of a corporation and no conveyance or transfer of 
real or personal property to or by a corporation shall be invalid by 
reason of the fact that the corporation was without capacity or power 
to do such act or to make or receive such conveyance or transfer, but 
such lack of capacity or power may be asserted— 
(a) in a proceeding by a shareholder against the corporation 
to enjoin the doing of any act or acts or the transfer of real or 
personal property by or to the corporation. If the authorized 
acts or transfer sought to be enjoined are being, or are to be, per-
formed or made"pursuant to any contract to which the corporation 
is a party, the court may, if all of the parties to the contract are 
parties to the proceeding and if it deems the same to be equitable, 
set aside and enjoin the performance of such contract, and in so 
doing may allow to the corporation or to the other parties to the 
contract, as the case may be, compensation for the loss or damage 
sustained by either of them which may result from the action of 
the court in setting aside and enjoining the performance of such 
contract, but anticipated profits to be derived from the perform-
ance of the contract shall not be awarded by the court as a loss or 
damage sustained; 
(b) in a proceeding by the corporation, whether acting directly 
or through a receiver, trustee, or other legal representative, or 
through shareholders in a representative suit, against the incum-
bent or former officers or directors of the corporation; 
(c) in a proceeding by the Commissioners, as provided in this 
Act, to dissolve the corporation, or in a proceeding by the Com-
missioners to enjoin the corporation from the transaction of un-
authorized business. 
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PUBLIC LAW 3 8 9 - J U N E 8, 1954 
183 
CORPORATE NAME 
SEC. 8. The corporate name— 
(a) shall contain the word "corporation", "company", "incor-
porated", or "limited", or shall contain an abbreviation of one of 
such words; 
(b) shall not contain any word or phrase which indicates or 
implies that it is organized for any purpose other than one or more 
of the purposes contained in its articles of incorporation; 
(c) shall not be the same as, or deceptively similar to, the 
name of any domestic corporation, or that of any corporation 
organized under any Act of Congress authorizing the formation 
of corporations under the laws of the District of Columbia, or 
that of any corporation created pursuant to any special Act 
of Congress to transact business in the District of Columbia, or 
that of any foreign corporation authorized to transact business 
in the District of Columbia, or a name the exclusive right to 
which is at the time reserved in the manner provided in this 
Act ; 
(d) shall not indicate, nor shall any statement be made, that 
the corporation is organized under an Act of Congress. 
RESERVED NAME 
SEC. 9. (a) The exclusive right to the use of a corporate name 
may be reserved by— 
(1) any person intending to organize a corporation under this 
Act or any other Act for the organization of a corporation under 
the laws of the District of Columbia; 
(2) any corporation organized under this Act proposing to 
change its name; 
(3) any corporation organized under any law other than this 
Act proposing to reincorporate under this Act; 
(4) any foreign corporation intending to make application for 
a certificate of authority to transact business in the District 
of Columbia; 
(5) any foreign corporation authorized to transact business in 
the District of Columbia and intending to change its name; 
(6) any person intending to organize a foreign corporation and 
intiending to have such corporation make application for a certifi-
cate of authority to transact business in the District of Columbia. 
(b) The reservation shall be made by filing with the Commissioners 
an application to reserve a specified corporate name, executed by the 
applicant. If the Commissioners find that the name is available for 
corporate use, they shall reserve the same for the exclusive use of the 
applicant for a period of sixty days. 
(c) The right to the exclusive use of a specified corporate name so 
reserved may be transferred to any other person or corporation by 
filing with the Commissioners a notice of such transfer, executed by 
the applicant for whom the name was reserved, and specifying the 
name and address of the transferee. 
REGISTERED O F F I C E AND REGISTERED AGENT 
SEC. 10. Each corporation shall have and continuously maintain 
in the District of Columbia— 
(a) a registered office which may be, but need not be, the same 
as its place of business; 
(b) a registered agent, which a^ent may be either an individual 
resident in the District of Columbia whose business office is identi-
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PUBLIC LAW 389-JUNE 8, 1954 
[68 ST A T . 
cal with such registered office, or a corporation authorized by the 
articles of incorporation to act as such agent and authorized to 
transact business in the District of Columbia having a business 
office identical with such registered office. 
CHANGE OF REGISTERED OFFICE OR REGISTERED AGENT 
SEC, 11. (a) A corporation may change its registered office or 
change its registered agent, or both, by filing with the Commissioners 
a statement setting forth— 
(1) the name of the corporation; 
(2) the address, including street and number, if any, of its 
then registered office; 
(3) if the address of its registered office be changed, the 
address, including street and number, if any, to which the regis-
tered office is to be changed; 
(4) the name of its then registered agent; 
(5) if its registered agent be changed, the name of its successor 
registered agent; 
(6) that the address of its registered office and the address of 
the business office of its registered agent as changed, will be 
identical; and 
(7) that such change was authorized by resolution duly adopted 
by its board of directors or was authorized by an officer of the 
corporation duly empowered to make such change. 
(b) Such statement shall be executed by the corporation by its 
president or a vice president, and verified by him, and the corporate 
seal shall be thereto affixed, attested by its secretary or an assistant 
secretary, and delivered to the Commissioners. If the Commissioners 
find that such statement conforms to the provisions of this Act, they 
shall file such statement. 
(c) The change of address of the registered office, or the change of 
registered agent, or both, as the case may be, shall become effective 
upon the filing of such statement by the Commissioners. 
REGISTERED 
AGENT 
AS 
AN AGENT 
FOR 
SERVICE 
SEC. 12, 
(a) The registered agent so appointed by a corporation 
shall be an agent of such corporation upon whom process against the 
corporation may be served, and upon whom any notice or demand 
required or permitted by law to be served upon the corporation may 
be served. Service of any process, notice, or demand upon a corporate 
agent, as such agent, may be had by delivering a copy of such process, 
notice, or demand to the president, vice president, the secretary, or an 
assistant secretary of such corporate agent. 
(b) In the event a corporation shall fail to appoint or maintain a 
registered agent, then the Connnissioners are hereby irrevocably 
appointed as an agent of such corporation upon whom any such 
process, notice, or demand may be served. Service on the Commis-
sioners of any such process, notice, or demand shall be made by 
delivering to and leaving with them duplicate copies of such process, 
notice, or demand. In the event any such process, notice, or demand 
is served on the Commissioners, they shall immediately cause one of 
such copies thereof to be forwarded by registered mail, addressed to 
the corporation at its registered office. 
Any service so had on the 
Commissioners shall be returnable in not less than thirty days. 
(c) The Commissioners shall keep a record of all processes, notices, 
and demands served upon them under this section, and shall record 
therein the time of such service and their action with respect thereto. 
(d) Nothing herein contained shall limit or affect the right to serve 
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PUBLIC LAW 3 8 ^ J U N E 8, 1954 
185 
any process, notice, or demand, required or permitted by law to be 
served upon a corporation in any other manner now or hereafter 
permitted by law. 
AUTHORIZED SHARES 
SEC. 13. (a) Each corporation shall have power to create and issue 
the number of shares stated in its articles of incorporation. 
Such 
shares may be divided into one or more classes, any or all of which 
classes may consist of shares with par value or shares without par value, 
with such designations, preferences, voting powers, special or relative 
rights and such limitations, restrictions, or qualifications thereof as 
shall be stated in the articles of incorporation. 
The articles of incor-
poration may limit or deny the voting power of the shares of any class. 
(b) Without limiting the authority herein contained, a corporation, 
when so provided in its articles of incorporation, may issue shares of 
preferred or special classes— 
(1) subject to the right of the corporation to redeem any of such 
shares at the price fixed by the articles of incorporation for the 
redemption thereof; 
(2) entitling the holders thereof to cumulative or noncumulative 
dividends; 
(3) having preference over any other class or classes of shares 
as to the payment of dividends; 
(4) having preference as to the assets of the corporation over 
any other class or classes of shares upon the voluntary or involun-
tary liquidation of the corporation; 
(5) convertible into shares of any other class: Provided^ That 
shares without par value shall not be converted into shares with 
par value unless that part of the stated capital of the corporation 
represented by such shares without par value is, at the time of con-
version, at least equal to the aggregate par value of the shares 
into which the shares without par value are to be converted. 
ISSUANCE or SHARES OF PREFERRED OR SPECIAL CLASSES IN SERIES 
SEC. 14. (a) If the articles of incorporation so provide, the shares 
of any preferred or special class may be divided into and issued in 
series. If the shares of any such class are to be issued in series, then 
each series shall be so designated as to distinguish the shares thereof 
from the shares of all other series and classes. Any or all of the series 
of any such class and the variations in the relative rights and prefer-
ences as between different series may be fixed and determined by the 
articles of incorporation: Provided^ That all shares of the same class 
shall be identical except as to the following relative rights and pref-
erences, in respect of any or all of which there may be variations 
between different series: 
(1) The rate of dividend. 
(2) The price at and the terms and conditions on which shares 
may be redeemed. 
(3) The amount payable upon shares in event of involuntary 
liquidation. 
(4) The amount payable upon shares in event of voluntary 
liquidation. 
(5) Sinking-fund provisions for the redemption or purchase 
of shares. 
(6) The terms and conditions on which shares may be con-
verted, if the shares of any series are issued with the privilege 
of conversion. 
(b) If the articles of incorporation shall expressly vest authority 
in the board of directors, then, to the extent that the articles of 
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PUBLIC LAW 389-JUNE 8, 1954 
[68 S T A T . 
incorporation shall not have established series and fixed and deter-
mined the variations in the relative rights and preferences as between 
series, the board of directors shall have authority to divide any or 
all of such classes into series and, within the limitations set forth 
in this section, fix and determine the relative rights and preferences 
of the shares of any series so established: Provided, That such author-
ity of the board of directors shall be subject to such further limita-
tions, if any, as are stated in the articles of incorporation and shall 
always be subject to the limitation that the board of directors shall 
not create a sinking fund in respect of any series unless provision 
for a sinking fund at least as beneficial to all issued and outstanding 
shares of the same class shall either then exist or be at the same time 
created. 
(c) In order for the board of directors to establish a series, where 
authority so to do is contained in the articles of incorporation, the 
board of directors shall adopt a resolution setting forth the designa-
tion of the series and fixing and determining the relative rights and 
preferences thereof, or so much thereof as shall not be fixed and deter-
mined by the articles of incorporation. 
(d) Prior to the issue of any shares of a series established by 
resolution adopted by the board of directors, the corporation shall file 
with the Commissioners a statement setting forth— 
(1) the name of the corporation; 
(2) a copy of the resolution establishing and designating the 
series, and fixing and determining the relative rights and pref-
erences thereof; 
(3) the date of adoption of such resolution; 
(4) that such resolution was duly adopted by the board of 
directors. 
(e) Such statement shall be executed in duplicate by the corporation 
by its president or a vice president, and verified by him, and the corpo-
rate seal shall be thereto affixed, attested by its secretary or an assistant 
secretary, and shall be delivered to the Cfommissioners. 
If the Com-
missioners find that such statement conforms to law, they shall, when 
all franchise taxes, fees, and charges have been paid as in this Act 
prescribed— 
(1) endorse on each of such duplicate originals the word 
"Filed", and the month, day, and year of the filing thereof; 
(2) file one of such duplicate originals in their office. 
(f) The duplicate original shall be filed for record in the office of the 
Recorder of Deeds. 
(g) Upon the filing of such statement by the Commissioners, the 
resolution establishing and designating the series and fixing and deter-
mining the relative rights and preferences thereof shall become 
effective. 
SUBSCRIPTIONS FOR SHARES 
SEC. 15. (a) A subscription for shares of a corporation to be 
organized shall be irrevocable for a period of six months unless other-
wise provided by the terms of the subscription agreement, or unless 
all of the subscribers consent to the revocation of such subscription. 
(b) Unless otherwise provided in the subscription agreement, sub-
scriptions for shares, whether made before or after the organization 
of a corporation, shall be paid in full at such time, or in such install-
ments and at such times, as shall be determined by the board of direc-
tors. Any call made by the board of directors for payment on sub-
scriptions shall be uniform as to all shares of the same class. In case 
of default in the payment of any installment or call when such pay-
ment is due, the corporation may proceed to collect the amount due 
68 S T A T . ] 
PUBLIC LAW 389-JUNE 8, 1954 
^§J, 
in the same manner as any debt due the corporation. 
The bylaws 
may prescribe other penalties for failure to pay installments or calls 
that may become due, but no penalty working a forfeiture of the 
shares, or of the amounts paid thereon, shall be declared as against 
any subscriber unless the amount due thereon shall remain unpaid 
for a period of twenty days after written demand has been made 
therefor. 
Such written demand shall be deemed to be made when 
deposited in the United States mail in a sealed envelope addressed to 
the subscriber at his last post-office address known to the corpora-
tion, with the postage thereon prepaid. In the event of the sale of 
any shares by reason of any forfeiture, the excess of proceeds realized 
over the amount due and unpaid on such shares shall be paid to the 
delinquent subscriber or to his legal representative. 
CONSIDERATION FOR SHARES 
SEC. 16. (a) Shares having a par value may be issued for such con-
sideration, not less than the par value thereof, as shall be fixed from 
time to time by the board of directors. 
(b) Shares without par value may be issued for such consideration 
as may be fixed from time to time by the board of directors unless 
the articles of incorporation reserve to the shareholders the right to 
fix the consideration. In the event that such right be reserved as to 
any shares, the shareholders shall, prior to the issuance of such shares, 
fix the consideration to be received for such shares, by a vote of the 
holders of a majority of all outstanding shares entitled to vote 
thereon. 
(c) Shares of a corporation issued and thereafter acquired by it 
may be disposed of by the corporation for such consideration as may 
be fixed from time to time by the board of directors. 
(d) That part of the surplus of a corporation which is transferred 
to stated capital upon the issuance of shares as a share dividend shall 
be deemed to be the consideration for the issuance of such shares. 
(e) In the event of an exchange of issued shares having a par 
value for a different number of shares having the same aggregate par 
value, whether of the same or of a different class or classes, or in the 
event of a conversion of shares, or in the event of an exchange of 
shares with or without par value into the same or a different number 
of shares without par value, whether of the same or a different class 
or classes, the consideration for the shares so issued in exchange shall 
be deemed to be (1) the consideration originally received for the 
shares so exchanged or converted; and (2) that part of surplus, if 
any, transferred to stated capital upon the issuance of shares for the 
shares so exchanged or converted; and (3) any additional considera-
tion paid to the corporation upon the issuance of shares for the 
shares so exchanged or converted. 
PAYMENT FOR SHARES 
SEC. 17. (a) The consideration for the issuance of shares may be 
paid, in whole or in part, in money, in other property, tangible or 
intangible, or in labor or services actually performed for the corpora-
tion. When payment of the consideration for which shares are to be 
issued, which, in the case of shares having a par value, shall be not 
less than the par value thereof, shall have been received by the corpo-
ration, such shares shall be deemed to be full paid and nonassessable. 
(b) Neither promissory notes nor future services shall constitute 
payment or part payment for shares of a corporation. 
188 
PUBLIC LAW 389-JUNE 8, 1954 
[68 STAT. 
(c) In the absence of fraud in the transaction, the judgment of 
the board of directors or the shareholders, as the case may be, as to 
the value of the consideration received for shares shall be conclusive. 
DETERMINATION OF AMOUNT OF STATED CAPITAL 
SEC. 18, (a) A corporation may determine that only a part of the 
consideration for which its shares may be issued, from time to time, 
shall be stated capital: Provided^ That in the event of any such 
determination— 
(1) if the shares issued shall consist wholly of shares having 
a par value, then the stated capital represented by such shares 
shall be not less than the aggregate par value of the shares so 
issued; 
(2) if the shares issued shall consist wholly of shares wdthout 
par value, all of which shares have a preferential right in the 
assets of the corporation in the event of its involuntary liquida-
tion, then the stated capital represented by such shares shall be 
• 
not less than the aggregate preferential amount payable upon 
such shares in the event of involuntary liquidation; 
(3) if the shares issued consist wholly of shares, without par 
value, and none of such shares has a preferential right in the 
assets of the corporation in the event of its involuntary liquida-
tion, then the stated capital represented by such shares shall be 
the total consideration received therefor less such part thereof 
as may be allocated to paid-in surplus; 
(4) if the shares issued shall consist of several or all of the 
classes of shares enumerated in (1), (2), and (3) of this section, 
then the stated capital represented by such shares shall be not 
less than the aggregate par value of any shares so issued having 
a par value and the aggregate preferential amount payable upon 
any shares so issued without par value having a preferential right 
in the event of involuntary liquidation. 
(b) In order to determine that only a part of the consideration 
for which shares w^ithout par value may be issued from time to time 
shall be stated capital, the board of directors shall adopt a resolution 
setting forth the part of such consideration allocated to stated capital 
and the part otherwise allocated, and expressing such allocation in 
dollars. If the board of directors shall not have determined (a) at 
the time of the issuance of any shares issued for cash, or (b) wdthin 
sixty days after the issuance of any shares issued for labor or services 
actually performed for the corporation or issued for property other 
than cash, that only a part of the consideration for shares so issued 
shall be stated capital, then the stated capital of the corporation 
represented by such shares shall be an amount equal to the aggregate 
par value of all such shares having a par value, plus the consideration 
received for all such shares without par value. 
(c) The stated capital of the corporation may be increased from 
time to time by resolution of the board of directors directing that 
all or a part of the paid-in or other surplus of the corporation be 
transferred to stated capital. 
The board of directors may direct that 
the amount of the surplus so transferred shall be deemed to be stated 
capital in respect of any designated class of shares. 
EXPENSES OF ORGANIZATION, REORGANIZATION, AND FINANCING 
SEC. 19. The reasonable charges and expenses of organization or 
reorganization of a corporation and reasonable compensation for the 
sale or underwriting of its shares may be paid or allowed by such 
corporation out of the consideration received by it in payment for 
68 S T A T . ] 
PUBLIC LAW 389-JUNE 8, 1954 
189 
its shares ^vitllout thereby rendering such shares not full paid and 
nonassessable. 
CERTIFICATES REPRESENTING 
SHARES 
SEC. 20, (a) The shares of a corporation shall be represented by 
certificates signed by the president or a vice president and the secre-
tary or an assistant secretary and sealed with the seal of the corpora-
tion. 
Such seal may be a facsimile. 
Where such a certificate is 
countersigned by a transfer agent other than the corporation itself 
or an employee of the corporation, or by a transfer clerk and registered 
by a registrar, the signatures of the president or vice president and 
the secretary or assistant secretary upon such certificate may be fac-
similes. In case any officer who has signed or whose facsimile signa-
ture has been placed upon such certificate shall have ceased to be such 
officer before such certificate is issued, it may be issued by the corpora-
tion with the same effect as if such officer had not ceased to hold such 
office at the date of its issue. 
(b) Every certificate representing shares issued by a corporation 
which is authorized to issue shares the transferability of which is 
restricted or limited shall state upon the face or back thereof, in full 
or in the form of a summary, all of the limitations and restrictions 
upon the transferability thereof. 
(c) Every certificate representing shares issued by a corporation 
which is authorized to issue shares of more than one class shall state 
upon the face or back thereof, in full or in the form of a summary, 
all of the designations, preferences, limitations, and relative rights 
of the shares of each class authorized to be issued, and, if the corpora-
tion is authorized to issue any preferred or special class in series, the 
variations in the relative rights and preferences between the shares 
of each such series so far as the same have been fixed and determined 
and the authority of the board of directors to fix and determine the 
relative rights and preferences of subsequent series. 
(d) Each certificate representing shares shall also state— 
(1) that the corporation is organized under the laws of the 
District of Columbia; 
(2) the name of the person to whom issued; 
(3) the number and class of shares which such certificate 
represents; 
(4) the par value of each share represented by such certificate, 
or a statement that the shares are without par value. 
(e) No certificate shall be issued for any share until such share is 
full paid. 
ISSUANCE OF FRACTIONAL SHARES OR SCRIP 
SEC. 21. A corporation may, but shall not be obliged to, issue a cer-
tificate for a fractional share, and, by action of its board of directors, 
may issue in lieu thereof scrip or other evidence of ownership, which 
shall entitle the holder to receive a certificate for a full share upon 
the surrender of such scrip or other evidence of ownership aggre-
gating a full share, but which shall not, unless otherwise provided, 
entitle the holder to exercise any voting right, or to receive dividends 
thereon or to participate in any of the assets of the corporation in the 
event of liquidation. 
The board of directors may cause such scrip or 
evidence of ownership to be issued subject to the condition that it shall 
become void if not exchanged for certificates representing full shares 
before a specified date, or subject to the condition that the shares for 
which such scrip or evidence of ownership is exchangeable may be 
sold by the corporation and the proceeds thereof distributed to the 
holders of such scrip or evidence of ownership, or subject to any other 
conditions which the board of directors may deem advisable. 
190 
PUBLIC LAW 389-JUNE 8, 1954 
[68 S T A T . 
LIABILITY OF SUBSCRIBERS AND SHAREHOLDERS 
SEO. 22. (a) A holder of or a subscriber to shares of a corporation 
shall be under no obligation to the corporation or its creditors with 
respect to such shares other than the obligation to pay to the corpora-
tion the full consideration for which said shares were issued or to be 
issued, which, as to shares having a par value, shall be not less than the 
par value thereof. 
Any person becoming an assignee or transferee of 
shares or of a subscription for shares in good faith and without knowl-
edge or notice that the full consideration therefor has not been paid 
shall not be personally liable to the corporation or its creditors for any 
unpaid portion of such consideration. 
(b) No person holding shares as executor, administrator, conserva-
tor, guardian, trustee, assignee for the benefit of creditors, or receiver 
shall be personally liable as a shareholder, but the estate and funds in 
the hands of said executor, administrator, conservator, guardian, 
trustee, assignee, or receiver shall be so liable. No pledgee or other 
holder of shares as collateral security shall be personally liable as a 
shareholder. 
SHAREHOLDERS' PREEMPTIVE RIGHTS 
SEC. 23. (a) The preemptive right of a shareholder to acquire addi-
tional shares of a corporation may be limited or denied to the extent 
provided in the articles of incorporation. 
(b) Unless otherwise provided by its articles of incorporation, any 
corporation may issue and sell its shares to its employees or to the em-
ployees of any subsidiary corporation, without first offering such 
shares to its shareholders, for such consideration and upon such terms 
and conditions as shall be approved by the holders of two-thirds of its 
shares entitled to vote or by its board of directors pursuant to like 
approval of the shareholders. 
BYLAWS 
SEC. 24. The power to make, alter, amend, or repeal the bylaws of the 
corporation shall be vested in the board of directors unless reserved to 
the shareholders by the articles of incorporation. 
The bylaws may 
contain any provisions for the regulation and management of the 
affairs of the corporation not inconsistent with law or the articles of 
incorporation. 
MEETINGS OF SHAREHOLDERS 
SEC. 25. (a) Meetings of shareholders may be held at such place 
within or without the District of Columbia as may be provided in the 
bylaws. In the absence of any such provision, all meetings shall be 
held at the registered office of the corporation. 
(b) An annual meeting of the shareholders shall be held at such 
time as may be provided in the bylaws. Failure to hold the annual 
meeting at the designated time shall not work a forfeiture or dissolu-
tion of the corporation. 
(c) Special meetings of the shareholders may be called by the presi-
dent, the secretary, the board of directors, the holders of not less than 
one-fifth of all the outstanding shares entitled to vote, or by such other 
officers or persons as may be provided in the articles of incorporation 
or the bylaws. 
NOTICE OF SHAREHOLDERS'MEETINGS 
SEC. 26. Written or printed notice stating the place, day and hour 
of the meeting, and, in case of a special meeting, the purpose or pur-
poses for which the meeting is called, shall be delivered not less than 
ten nor more than fifty days before the date of the meeting, either per-
68 S T A T . ] 
PUBLIC LAW 389-JUNE 8, 1954 
191 
sonally or by mail, by or at the direction of the president, the secretary, 
or the officer or person calling the meeting, to each shareholder of 
record entitled to vote at such meeting. If mailed, such notice shall be 
deemed to be delivered when deposited in the United States mail ad-
dressed to the shareholder at his address as it appears on the records 
of the corporation, with postage thereon prepaid. 
VOTING OF SHARES 
SEC. 27. (a) Unless otherwise provided in the articles of incorpora-
tion, each outstanding share shall be entitled to one vote on each matter 
submitted to a vote at a meeting of shareholders. 
(b) Shares of its own stock belonging to a corporation shall not be 
voted, directly or indirectly, at any meeting and shall not be counted 
in determining the total number of outstanding shares at any given 
time, but shares of its own stock held by it in a fiduciary capacity may 
be voted and shall be counted in determining the total number of 
outstanding shares at any given time. 
(c) A shareholder may vote either in person or by proxy executed 
in writing by the shareholder or by his duly authorized attorney in 
fact. 
No proxy shall be valid after eleven months from the date of its 
execution, unless otherwise provided in the proxy. 
Every proxy shall 
be revocable at the pleasure of the person executing it or his personal 
representatives or assigns; but the parties to a valid pledge or to an 
executory contract of sale may agree in writing as to which of them 
shall vote the stock pledged or sold until the contract of pledge or sale 
is fully executed. 
(d) The articles of incorporation may provide that in all elections 
for directors every shareholder entitled to vote shall have the right 
to vote, in person or by proxy, the number of shares owned by him, 
for as many persons as there are directors to be elected, or to cumulate 
said shares, and give one candidate as many votes as the number of 
such directors multiplied by the number of his shares shall equal, or 
to distribute such votes on the same principle among any number of 
such candidates. 
CLOSING OF TRANSFER BOOKS AND FIXING RECORD DATE 
SEC. 28. For the purpose of determining shareholders entitled to 
notice of or to vote at any meeting of shareholders, or shareholders 
entitled to receive payment of any dividend, or in order to make a 
determination of shareholders for any other proper purpose, the 
board of directors of a corporation may provide that the stock-
transfer books shall be closed for a stated period but not to exceed, 
in any case, fifty days. If the stock-transfer books shall be closed for 
the purpose of determining shareholders entitled to notice of or to 
vote at a meeting of shareholders, sucli books shall be closed for at 
least ten days immediately preceding such meeting. In lieu of clos-
ing the stock-transfer books, the board of directors may fix in advance 
a date as the record date for any determination of shareholders, such 
date in any case to be not more than fifty days and, in case of a meeting 
of shareholders, not less than ten days prior to the date on which the 
particular action, requiring such determination of shareholders, is to 
be taken. If the stock-transfer books are not closed and no record 
date is fixed for the determination of shareholders entitled to notice 
of or to vote at a meeting of shareholders, or shareholders entitled to 
receive payment of a dividend, the date on which notice of the meeting 
is mailed or the date on which the resolution of the board of directors 
declaring such dividend is adopted, as the case may be, shall be the 
record date for such determination of shareholders. 
192 
PUBLIC LAW 389-JUNE 8, 1954 
[68 S T A T . 
VOTING OF SHARES BY CERTAIN HOLDERS 
SEC. 29. (a) Shares standing in the name of another corporation 
may be voted by such officer, agent, or proxy as the bylaws of such 
corporation may prescribe, or, in the absence of such provision, as the 
board of directors of such corporation may determine. 
(b) Shares standing in the name of a deceased person may be voted 
by his administrator or executor, either in person or by proxy. Shares 
standing in the name of a guardian, conservator, or trustee may be 
voted by such fiduciary, either in person or by proxy, but no guardian, 
conservator, or trustee shall be entitled, as such fiduciary, to vote 
shares held by him without a transfer of such shares into his name. 
(c) Shares standing in the name of a receiver or a trustee in bank-
ruptcy may be voted by such receiver or trustee, and shares held by 
or under the control of a receiver or a trustee in bankruptcy may be 
voted by such receiver or trustee without the transfer thereof into his 
name if authority so to do be contained in an appropriate order of the 
court by which such receiver or trustee in bankruptcy was appointed. 
(d) Except as otherwise provided in section 27, a shareholder whose 
shares are pledged shall be entitled to vote such shares until the shares 
have been transferred into the name of the pledgee, and thereafter 
the pledgee shall be entitled to vote the shares so transferred. 
VOTING TRUST 
SEC, 30. Any number of shareholders of a corporation may create 
a voting trust for the purpose of conferring upon a trustee or trustees 
the right to vote or otherwise represent their shares, for a period of 
not to exceed ten years, by entering into a written voting trust agree-
ment specifying the terms and conditions of the voting trust, by 
depositing a counterpart of the agreement with the corporation at its 
registered office, and by transferring their shares to such trustee or 
trustees for the purposes of the agreement. The counterpart of the 
voting-trust agreement so deposited with the corporation shall be 
subject to the same right of examination by a shareholder of the cor-
poration, in person or by agent or attorney, as is the record of share-
holders of the corporation, and shall be subject to examination by any 
holder of a beneficial interest in the voting trust, either in person or by 
agent or attorney, at any reasonable time for any proper purpose. 
The trustee or trustees may execute and deliver to the transferors vot-
ing-trust certificates which shall be transferable ,in the same manner 
and with the same effect as certificates representing shares. 
QUORUM OF SHAREHOLDERS 
SEC. 31. (a) Unless otherwise provided in the articles of incorpora-
tion or bylaws, a majority of the outstanding shares having voting 
power, represented in person or by proxy, shall constitute a quorum 
at a meeting of shareholders: Provided^ That in no event shall a 
quorum consist of less than one-third of the outstanding shares having 
voting power. 
(b) The shareholders present at a duly organized meeting may con-
tinue to do business until adjournment, notwithstanding the with-
drawal of enough shareholders to leave less than a quorum. 
(c) If a meeting cannot be organized because a quorum has not 
attended, those present may adjourn the meeting from time to time 
until a quorum is present when any business may be transacted that 
may have been transacted at the meeting as originally called. 
68 S T A T . ] 
PUBLIC LAW 389-JUNE 8, 1954 
193 
BOABD OF DIRECTORS 
SEC. 32. The business and affairs of a corporation shall be man-
aged by a board of directors. Directors need not be shareholders in 
the corporation unless the articles of incorporation or bylaws so pro-
vide. 
The articles of incorporation or bylaws may prescribe other 
qualifications for directors. 
NUMBER AND EJECTION OF DIRECTORS 
SEC. 33. The number of directors of a corporation shall not be less 
than three. 
Subject to such limitation, the number of directors shall 
be fixed by the bylaws, except as to the number constituting the first 
board of directors, which number shall be fixed by the articles of 
incorporation. 
The number of directors may be increased or de-
creased from time to time by amendment to the bylaws. In the 
absence of a bylaw fixing the number of directors, the number shall 
be the same as that stated in the articles of incorporation. 
The names 
and addresses of the members of the first board of directors shall be 
stated in the articles of incorporation. 
Such persons shall hold 
office until the first annual meeting of shareholders, or until their suc-
cessors shall have been elected and qualified. 
At the first annual 
meeting of shareholders and at each annual meeting thereafter the 
shareholders shall elect directors to hold office until the next suc-
ceeding annual meeting, except as hereinafter provided. Each direc-
tor shall hold office for the term for which he is elected or until his 
successor shall have been elected and qualified. 
CLASSIFICATION OF DIRECTORS 
SEC. 34. The bylaws may provide that the directors be divided into 
either two or three classes, each class to be as nearly equal in number 
as possible, the term of office of directors of the first class to expire 
at the first annual meeting of shareholders after their election, that 
of the second class to expire at the second annual meeting after their 
election, and that of the third class, if any, to expire at the third 
annual meeting after their election. At each annual meeting after 
such classification the number of directors equal to the number of the 
class whose term expires at the time of such meeting shall be elected 
to hold office until the second succeeding annual meeting, if there be 
two classes, or until the third succeeding annual meeting, if there be 
three classes. 
No classification of directors shall be effective prior to 
the first annual meeting of shareholders. 
VACANCIES 
SEC. 35. Any directorship to be filled by reason of an increase in 
the number of directors may be filled by election at an annual meeting 
or at a special meeting of shareholders entitled to vote called for that 
purpose. 
Any vacancy occurring in the board of directors for any 
cause other than by reason of an increase in the number of directors 
may be filled by the board of directors. A director elected to fill a 
vacancy shall be elected for the unexpired term of his predecessor in 
office. 
QUORUM o r 
DIRECTORS 
SEC. 36. A majority of the number of directors fixed by the bylaws, 
or in the absence of a bylaw fixing the number of directors, then of 
the number stated in the articles of incorporation, shall constitute 
a quorum for the transaction of business unless a greater number is 
39777 o—55—pt. 1 
15 
194 
PUBLIC LAW 389-JUNE 8, 1954 
[68 S T A T . 
required by the articles of incorporation or the bylaws. The act of 
the majority of the directors present at a meeting at which a quorum 
is present shall be the act of the board of directors, unless the act of 
a greater number is required by the articles of incorporation or the 
bylaws. 
EXECUTIVE COMMrrTEE 
SEC. 37. If the bylaws so provide, the board of directors, by reso-
lution adopted by a majority of the number of directors fixed by the 
bylaws, or in the absence of a bylaw fixing the number of directors, 
then of the number stated in the articles of incorporation, may desig-
nate two or more directors to constitute an executive committee, which 
committee, to the extent provided in such resolution or in the bylaws 
of the corporation shall have and may exercise all of the authority 
of the board of directors in the management of the business and affairs 
of the corporation; but the designation of such committee and the 
delegation thereto of authority shall not operate to relieve the board 
of directors, or any member thereof, of any responsibility imposed 
upon it or him by law. 
PLACE OF D I R E C T O R S ' M E E T I N G S 
SEC. 88. Meetings of the board of directors, regular or special, may 
be held at such place within or without the District of Columbia as 
may be provided in the bylaws or by resolution adopted by a majority 
of the board of directors. 
NOTICE OF DIRECTORS'MEETINGS 
SEC. 39. Meetings of the board of directors shall be held upon such 
notice as is prescribed in the bylaws. Attendance of a director at a 
meeting shall constitute a waiver of notice of such meeting, except 
where a director attends a meeting for the express purpose of objecting 
to the transaction of any business because the meeting is not lawfully 
called or convened. 
Neither the business to be transacted at, nor the 
purpose of, any regular or special meeting of the board of directors 
need be specified in the notice or waiver of notice of such meeting. 
DIVIDENDS 
SEC. 40. The board of directors of a corporation may declare and the 
corporation may pay dividends on its outstanding shares in cash, 
property, or its own shares, subject to the following provisions: 
(a) No dividend shall be declared or paid at a time when the corpo-
ration is insolvent or its net assets are less than its stated capital, or 
when payments thereof would render the corporation insolvent or 
reduce its net assets below its stated capital. 
(b) Dividends may be paid out of paid-in surplus or surplus arising 
from the surrender to the corporation of any of its shares only upon 
shares having a preferential right to receive dividends, provided that 
the source of such dividends shall be disclosed to the shareholders 
receiving such dividends, concurrently with payment thereof. The 
limitations of this subparagraph shall not limit nor be deemed to 
conflict with the provisions of this Act in respect of the distribution of 
assets as a liquidating dividend. 
(c) If a dividend is declared payable in its own shares having a 
par value, such shares shall be issued at the par value thereof and 
there shall be transferred to stated capital at the time such dividend is 
paid, an amount of surplus equal to the aggregate par value of the 
shares to be issued as a dividend. 
68 S T A T . ] 
PUBLIC LAW 389-JUNE 8, 1954 
195 
(d) If a dividend is declared payable in its own shares without 
par value, such shares shall be issued at such value as shall be fixed 
by the board of directors by resolution adopted at the time such 
dividend is declared, and there shall be transferred to stated capital 
at the time such dividend is paid, an amount of surplus equal to the 
aggregate value so fixed in respect of such shares. The amount per 
share transferred to stated capital shall be disclosed to the share-
holders receiving such dividends, concurrently with payment thereof. 
(e) A split up or division of issued shares into a greater number of 
shares of the same class shall not be construed to be a share dividend 
within the meaning of this section. 
(f) No dividend shall be declared or paid contrary to any restric-
tions contained in the articles of incorporation. 
(g) Subject to any restrictions contained in its articles of incor-
poration, the directors of any corporation engaged in the exploita-
tion of wasting assets may determine the net profits derived from 
the exploitation of such wasting assets without taking into considera-
tion the depletion of such wasting assets resulting from lapse of time 
or from necessary consumption of such assets incidental to their 
exploitation and may pay dividends from the net profits so deter-
mined by the directors. 
DIVIDENDS IX PARTIAL LIQUIDATION 
SEC. 41. A corporation, from time to time, may distribute a por-
tion of its assets, in cash or kind, to its shareholders as a liquidating 
dividend, in the following manner and subject to the following restric-
tions : 
(a) The board of directors shall adopt a resolution recommending 
the payment of a liquidating dividend, specifying the class or classes 
of shareholders entitled thereto and the amount thereof, and directing 
that the question of such distribution be submitted to a vote at a meet-
ing of shareholders, which may be either an annual or a special meeting. 
(b) Written or printed notice stating that the purpose or one of the 
purposes of such meeting is to consider the question of such distribu-
tion shall be given to each shareholder of record entitled to vote within 
the time and in the manner provided in this Act for the giving of 
notice of meetings of shareholders. 
If such meeting be an annual 
meeting, such purpose may be included in the notice of such meeting. 
(c) At such meeting a vote of the shareholders entitled to vote shall 
be taken by classes on the question of the proposed distribution. 
The 
affirmative vote of the holders of at least two-thirds of the outstanding 
shares of each class shall be required for the authorization of such 
distribution. 
(d) No such distribution shall be made at a time when the corpora-
tion is insolvent or its net assets are less than its stated capital, or when 
such distribution would render the corporation insolvent or reduce its 
net assets below its stated capital. 
(e) No such distribution shall be made to any class of shareholders 
unless all cumulative dividends accrued on preferred or special classes 
of shares entitled to preferential dividends shall have been fully 
paid. 
(f) No such distribution sliall be made to any class of shareholders 
which will reduce the remaining net assets below the aggregate prefer-
ential amount payable in event of voluntary liquidation to the holders 
of shares having preferential rights to the assets of the corporation 
in the event of liquidation. 
(g) Each such distribution, when made, shall be identified as a liqui-
dating dividend and the amount per share shall be disclosed to the 
196 
PUBLIC LAW 389-JUNE 8, 1954 
[68 S T A T . 
sliareliolders receiviiij^ tlie same, concurrently with the payment 
tliereof. 
LIABILITY OF DIRECTORS IN CERTAIN CASES 
SEC. 42. (a) In addition to any other liabilities imposed by law upon 
directors of a corporation— 
(1) directors of a corporation who vote for or assent to the 
declaration of any dividend or other distribution of the assets of 
a corporation to its shareholders contrary to the provisions of this 
Act, or contrary to any restrictions contained in the articles of in-
corporation, shall be jointly and severally liable to the corporation 
for the amount* of such dividend which is paid or the value of 
such assets which are distributed in excess of the amount of such 
dividend or distribution Avhich could have been paid or distributed 
without a violation of the provisions of this Act or any restrictions 
in the articles of incorporation; 
(2) the directors of a corporation who vote for or assent to 
the declaration of any dividend or other distribution of assets 
of a corporation to its shareholders which renders the corporation 
insolvent or reduces its net assets below its stated capital shall 
be jointly and severally liable to the corporation for the amount 
of such dividend which is paid or the value of such assets which 
are distributed, to the extent that the corporation is thereby ren-
dered insolvent or its net assets are reduced below its stated 
capital; 
(3) the directors of a corporation who vote for or assent to 
any distribution of assets of a corporation to its shareholders 
during the liquidation of the corporation without an adequate 
provision for, or the payment and discharge of, all debts, obliga-
tions, and liabilities of the corporation shall be jointly and sev-
erally liable to the corporation for the amount of such dividend 
which is paid or the value of such assets which are distributed, 
to the extent that such debts, obligations and liabilities of the 
corporation are not thereafter paid and discharged; 
(4) the directors of a corporation who vote for or assent to 
the making of a loan to an officer or director of the corporation 
shall be jointly and severally liable to the corporation for the 
amount of such loan until the repayment thereof. 
(b) A director of a corporation who is present at a meeting of its 
board of directors at which action on any corporate matter is taken 
shall be conclusively presumed to have assented to the action taken 
unless his dissent shall be entered in the minutes of the meeting or 
unless he shall file his written dissent to such action with the person 
acting as the secretary of the meeting before the adjournment thereof 
or shall forward such dissent by registered mail to the secretary of 
the corporation immediately after the adjournment of the meeting. 
Such right to dissent shall not apply to a director who voted in favor 
of such action. 
(c) A director shall not be liable under either subparagraph (1) or 
(2) of this section if he relied and acted in good faith upon a balance 
sheet and profit-and-loss statement of the corporation represented to 
him to be correct by the president or the officer of such corporation 
having charge of its books of account, or certified by an independent 
public or certified public accountant or firm of such accountants to 
fairly reflect the financial condition of such corporation, nor shall he 
be so liable if in good faith in determining the amount available for 
any such dividend or distribution he considered the assets to be of 
their book value. 
(d) Any director against whom a claim shall be asserted under or 
pursuant to this section, and who shall be held liable thereon, shall be 
68 S T A T . ] 
PUBLIC LAW 389-JUNE 8, 1954 
197 
entitled to contribution from the other directors who are likewise 
liable thereon, 
(e) Any director against whom a claim shall be asserted under or 
pursuant to this section for the improper declaration of a dividend 
or other distribution of assets of a corporation and who shall be held 
liable thereon, shall be entitled to contribution from the shareholders 
who knowingly accepted or received any such dividend or assets, in 
proportion to the amounts received by them, respectively. 
OFFICERS 
SEC. 43. (a) The officers of a corporation shall consist of a president, 
one or more vice presidents as may be prescribed by the bylaws, a 
secretary, and a treasurer, each of whom shall be elected by the board 
of directors at such time and in such manner as may be prescribed by 
the bylaws. Such other officers and assistant officers and agents as 
may be deemed necessary may be elected or appointed by the board 
of directors or chosen in such other manner as may be prescribed by 
the bylaws. If the bylaws so provide, any two or more offices may be 
held by the same person, except the offices of president and secretary. 
(b) All officers and agents of the corporation, as between them-
selves and the corporation, shall have such authority and perform such 
duties in the management of the property and affairs of the corpora-
tion as may be provided in the bylaws, or as may be determined by 
resolution of the board of directors not inconsistent with the bylaws. 
REMOVAL o r 
OFFICERS 
SEC. 44. Any officer or agent elected or appointed by the board of 
directors may be removed by the board of directors whenever in its 
judgment the best interests of the corporation will be served therebj^, 
but such removal shall be without prejudice to the contract rights, if 
any, of tlie person so removed. 
BOOKS AND RECORDS 
SEC. 45. (a) Each corporation shall keep correct and complete books 
and records of account and shall also keep minutes of the proceedings 
of its shareholders and board of directors; and shall keep at its reg-
istered office or principal place of business, or at the office of its trans-
fer agent or registrar, a record of its shareholders, giving the names 
and addresses of all shareholders and the number and class of the 
shares held by each. 
(b) Any person or persons who shall be the holder or holders of 
record of at least 5 per centum of all the outstanding shares of a 
corporation shall have the right to examine, in person, or by agent or 
attorney, at any reasonable time or times, for any proper purpose, its 
record of shareholders and to make extracts therefrom. 
(c) A holder of a voting-trust certificate evidencing an interest in 
a voting trust conforming to the provisions of this Act shall have the 
same rights as a shareholder to examine and make extracts from the 
record of shareholders of the corporation. 
(d) If any person or persons holding in the aggregate 5 per centum 
or more of all of the outstanding shares of a corporation shall present 
to any officer, director, or registered agent of the corporation a written 
request for a statement of its affairs, it shall be his duty to make or 
procure such a statement sworn to by the president or a vice president 
or by the treasurer or an assistant "treasurer, embracing a particular 
account of its assets and liabilities in detail, and to have the same 
ready and on file at the registered office of the corporation within 
198 
PUBLIC LAW 389-JUNE 8, 1954 
[68 S T A T . 
thirty days after the presentation of such request. 
Such statement 
shall at all times during business hours be open to the inspection of 
any shareholder and he shall be entitled to copy the same. 
(e) Any corporation whose officers or agents shall refuse to allow 
any such shareholder, entitled under the provisions of this section 
to examine the record of shareholders, or his agent or attorney, so 
to examine and make extracts from its record of shareholders, for 
any proper purpose, shall be liable to such shareholder in a penalty 
of $50, in addition to any other damages or remedy aiforded him by 
law. It shall be a defense to any action for penalties under this sec-
tion that the person suing therefor has within two years sold or offered 
for sale any list of shareholders of such corporation or any other 
corporation or has aided or abetted any person in procuring any list 
of shareholders for any such purpose, or has improperly used any 
information secured through any prior examination of the record 
of shareholders of such corporation or any other corporation. 
(f) Nothing herein contained shall impair the power of any court 
of competent jurisdiction, upon proof by a shareholder of proper 
purpose, irrespective of the period of time during which such share-
holder shall have been a shareholder of record, and irrespective of the 
number of shares held by him, to compel by mandamus or otherwise 
the production for examination by such shareholder of the books 
and records of account, minutes, and record of shareholders of a 
corporation. 
INCORPORATORS 
SEC. 46. Three or more natural persons of the age of twentj^-one 
years or more may act as incorporators of a corporation by signing, 
verifying, and filing in duplicate in the office of the Commissioners 
articles of incorporation for such corporation. 
ARTICLES OF INCORPORATION 
SEC. 47. The articles of incorporation shall set forth: 
(a) The name of the corporation. 
(b) The period of duration, which may be perpetual. 
(c) The purpose or purposes for which the corporation is organized. 
(d) The aggregate number of shares which the corporation shall 
have authority to issue; if said shares are to consist of one class only, 
the par value of each of said shares, or a statement that all of said 
shares are without par value; or, if said shares are to be divided into 
classes, the number of shares of each class, and a statement of the par 
value of the shares of each such class or that such shares are to be 
without par value. 
(e) If the shares are to be divided into classes, the designation of 
each class and a statement of the preferences, voting power, limitations, 
restrictions, qualifications, and the special or relative rights in respect 
of the shares of each class. 
(f) A statement that the minimum amount of capital with which 
the corporation shall commence business shall be not less than $1,000. 
(g) If the corporation is to issue the shares of any preferred or 
special class in series, then the designation of each series and a state-
ment of the variations in the relative rights and preferences as between 
different series insofar as the same are to be fixed in the articles of 
incorporation, and a statement of any authority to be vested in the 
board of directors to establish series and fix and determine the varia-
tions in the relative rights and preferences as between series. 
(h) Any provision limiting or denying to shareholders the preemp-
tive right to acquire additional shares of the corporation. 
68 S T A T . ] 
P U B U C LAW 389-JUNE 8, 1954 
199 
(i) Any provision, not inconsistent with law, which the incorpora-
tors elect to set forth in the articles of incorporation for the regulation 
of the internal affairs of the corporation, including any provision which 
under this Act is required or permitted to be set forth in the bylaws. 
(j) The address, including street and number, if any, of its initial 
registered office, and the name of its initial registered agent at such 
address. 
(k) The number of directors constituting the initial board of direc-
tors and the names and addresses, including street and number, if any, 
of the persons who are to serve as directors until the first annual meet-
ing of shareholders or until their successors be elected and qualify. 
(1) The name and address, including street and number, if any, of 
each incorporator. 
It shall not be necessary to set forth in the articles of incorporation 
any of the corporate powers enumerated in this Act. Whenever a 
provision of the articles of incorporation is inconsistent with a bylaw, 
the provision of the articles of incorporation shall be controlling. 
FILING OF ARTICLES OF INCORPORATION 
SEC. 48. (a) Duplicate originals of the articles of incorporation shall 
be delivered to the Commissioners. 
If the Commissioners find that 
the articles of incorporation conform to law, they shall, when all fees 
have been paid as in this Act prescribed— 
(1) endorse on each of such duplicate originals the word 
"Filed" and the month, day, and year of the filing thereof; 
(2) file one of such duplicate originals in their office; 
(3) issue a certificate of incorporation to which they shall affix 
the other duplicate original. 
(b) The certificate of incorporation, together with the duplicate 
original of the articles of incorporation affixed thereto by the Commis-
sioners, shall be recorded by the Commissionei'S in the office of the 
Recorder of Deeds. 
EFFECT OF ISSUANCE OF CERTIFICATE OF INCORPORATION 
• 
SEC. 49. Upon the issuance of the certificate of incorporation, the 
corporate existence shall begin, and such certificate of incorporation 
shall be conclusive evidence that all conditions precedent required to be 
performed by the incorporators have been complied with and that the 
corporation has been incorporated under this Act, except as against 
the District of Columbia in a proceeding to cancel or revoke the 
certificate of incorporation. 
REQUIREMENT BEFORE COMMENCING BUSINESS 
SEC. 50. A corporation shall not transact any business or incur 
any indebtedness, except such as shall be incidental to its organization 
or to obtaining subscriptions to or payment for its shares, until at 
least the minimum amount of capital set forth in its articles of incor-
poration as the minimum amount of capital with which it will com-
mence business has been fully paid in. 
ORGANIZATION MEETING OF DIRECTORS 
SEC. 51. After the issuance of the certificate of incorporation an 
organization meeting of the board of directors named in the articles 
of incorporation shall be held within the United States, at the call 
of a majority of the directors so named, for the purpose of adopting 
bylaws (unless the power to adopt bylaws has been reserved by the 
200 
PUBLIC LAW 389-JUNE 8, 1954 
[68 S T A T . 
articles of incorporation to the shareholders, in which event the bylaws 
shall be adopted by the shareholders), electing officers, and the trans-
action of such other business as may come before the meeting. 
The 
directors calling the meeting shall give at least five days' notice thereof 
by mail to each director so elected, which notice shall state the time 
and place of the meeting: Provided^ however^ That if all the directors 
shall waive notice in writing and fix a time and place for said organi-
zation meeting no notice shall be required of such meeting. 
RIGHT TO AMEND ARTICLES OF INCORPORATION 
SEC. 52. A corporation may amend its articles of incorporation, 
from time to time, in any and as many respects as may be desired: 
Provided, That its articles of incorporation as amended contain only 
such provisions as might be lawfully contained in original articles 
of incorporation if made at the time of making such amendment, and, 
if a change in shares or the rights of shareholders, or an exchange, 
reclassification, or cancellation of shares or rights of shareholders is 
to be made, such provisions as may be necessary to effect such change, 
exchange, reclassification, or cancellation. 
In particular, and without limitation upon such general power of 
amendment, a corporation may amend its articles of incorporation, 
from time to time, so as: 
(a) To change its corporate name. 
(b) To change its period of duration. 
(c) To change, enlarge, or diminish its corporate purposes. 
(d) To increase or decrease the aggregate number of shares, or 
shares of any class, which the corporation has authority to issue. 
(e) To increase or decrease the par value of the authorized shares 
of any class having a par value, whether issued or unissued. 
(f) To exchange, classify, reclassify, or cancel all or any part of 
its shares, whether issued or unissued. 
(g) To change the designations of all or any part of its shares, 
whether issued or unissued, and to change the preferences, voting 
power, qualifications, limitations, restrictions, and the special or rela-
tive rights in respect of all or any part of its shares, whether issued 
or unissued. 
(h) To divide any preferred or special class of shares, whether is-
sued or unissued, into series and fix and determine the designations 
of such series and the variations in the relative rights and preferences 
as between the shares of such series. 
(i) To authorize the board of directors to establish, out of au-
thorized but unissued shares, series of any preferred or special class of 
shares and fix and determine the relative rights and preferences of the 
shares of any series so established. 
(j) To authorize the board of directors to fix and determine the 
relative rights and preferences of the authorized but unissued shares 
of series theretofore established in respect of which either the relative 
rights and preferences have not been fixed and determined or the rela-
tive rights and preferences theretofore fixed and determined are to 
be changed. 
(k) To revoke, diminish, or enlarge the authority of the board of 
directors to establish series out of authorized but unissued shares of 
any preferred or special class and fix and determine the relative rights 
and preferences of the shares of any series so established. 
(1) To change shares having a par value, whether issued or un-
issued, into the same or a different number of shares without par value, 
and to change shares without par value, whether issued or unissued, 
into the same or a different number of shares having a par value. 
68 S T A T . ] 
PUBLIC LAW 389-JUNE 8, 1954 
201 
(m) To change the share of any class, whether issued or unissued, 
and whether with or without par value, into a different number of 
shares of the same class or into the same or a different number of 
shares, either with or without par value, of other classes. 
(n) To create new classes of shares having rights and preferences 
either prior and superior or subordinate and inferior to the shares of 
any class then authorized, whether issued or unissued. 
(o) To limit, deny, or grant to shareholders of any class the pre-
emptive right to subscribe for or acquire additional shares of the 
corporation, whether then or thereafter authorized. 
PROCEDURE TO AMEND ARTICLES OF INCORPORATION BEFORE ACCEPTANCE 
OF SUBSCRIPTIONS TO SHARES 
SEC. 53. Amendments to the articles of incorporation before any 
subscriptions to shares have been accepted by the board of directors 
shall be made in the following manner: 
(a) Amendments to the articles of incorporation modifying, chang-
ing, or altering the original articles of incorporation shall be signed 
by all of the living or competent incorporators who signed the orig-
inal articles of incorporation, verified and filed in duplicate by the 
Commissioners. 
Such amended articles of incorporation shall con-
tain only such provisions as might be lawfully contained in original 
articles of incorporation if made at the time of making such amended 
articles of incorporation. 
(b) Such amended articles of incorporation shall be delivered in 
duplicate original to the Commissioners. If the Commissioners find 
that such amended articles of incorporation conform to law, they 
shall, when all fees have been paid as in this Act prescribed— 
(1) endorse on each of such duplicate originals the word 
"Filed" and the month, day, and year of the filing thereof; 
(2) file one of such duplicate originals in their office; 
(3) the other duplicate original shall be recorded in the office 
of the Recorder of Deeds. 
(c) Upon the issuance of the amended articles of incorporation, 
the amended articles of incorporation shall become effective and shall 
take the place of the original articles of incorporation. 
P R O C E D U R E 
T O 
A M E N D 
ARTICLES OF INCORPORATION AFTER 
ACCEPTANCE 
OF SUBSCRIPTION TO SHARES 
SEC. 54. Amendments to the articles of incorporation shall be made 
in the following manner: 
(a) The board of directors shall adopt a resolution setting forth the 
proposed amendment and directing that it be submitted to a vote at 
a meeting of shareholders, which may be either an annual or a special 
meeting. 
(b) Written or printed notice setting forth the proposed amend-
ment or a summary of the changes to be effected thereby shall be 
given to each shareholder of record entitled to vote at such meeting 
within the time and in the manner provided in this Act for the giving 
of notice of meetings of shareholders. If the meeting be an annual 
meeting, the proposed amendment or such summary shall be included 
in the notice of such annual meeting. 
(c) At such meeting a vote of the shareholders entitled to vote shall 
be taken on the proposed amendment. 
The proposed amendment shall 
be adopted upon receiving the affirmative vote of the holders of at least 
two-thirds of the outstanding shares entitled to vote, unless any class 
of shares is entitled to vote as a class in respect thereof, as hereinafter 
provided, in which event the proposed amendment shall be adopted 
202 
PUBLIC LAW 389-JUNE 8, 1954 
[68 STAT. 
upon receiving the affirmative vote of the holders of at least two-thirds 
of the outstanding shares of each class of shares entitled to vote as a 
class in respect thereof and of the total outstanding shares entitled to 
vote. 
(d) Any number of amendments may be submitted to the share-
holders, and voted upon by them, at one meeting. 
W H E N ENTITLED TO VOTE BY CLASSES 
SEC. 55. The holders of the outstanding shares of a class whether by 
the provisions of the articles of incorporation such class of stock is 
entitled to vote or not shall be entitled to vote as a class upon a pro-
posed amendment which would— 
(a) Increase or decrease the aggregate number of authorized shares 
of such class. 
(b) Increase or decrease the par value of the shares of such class. 
(c) Effect an exchange, reclassification, or cancellation of all or part 
of the shares of such class. 
(d) Effect an exchange, or create a right of exchange, of all or any 
part of the shares of another class into the shares of such class. 
(e) Change the designations, preferences, limitations, voting, or 
relative rights of the shares of such class. 
(f) Change the shares of such class having a par value into the same 
or a different number of shares without par value, or change the shares 
of such class without par value into the same or a different number of 
shares having a par value. 
(g) Change the shares of such class, Avhether with or without par 
value, into a different number of shares of the same class, or into the 
same or a different number of shares, either with or without par value, 
of other classes. 
(h) In the case of a pi'eferred or special class of shares, divide the 
shares of such class into series and fix and determine the designation 
of such series and the variations in the relative rights and preferences 
between the shares of such series. 
(i) Create a new class of shares having rights and preferences prior 
and superior to the shares of such class. 
(j) Limit or deny the existing preemptive rights of the shares of 
such class. 
ARTICLES OF AMENDMENT 
* 
SEC. 56. (a) The articles of amendment shall be executed in dupli-
cate by the corporation by its president or a vice president, and veri-
fied by him, and the corporate seal shall be thereto affixed, attested by 
its secretary or an assistant secretary, and shall set forth— 
(1) the name of the corporation; 
(2) the amendment so adopted; 
(3) the date of the adoption of the amendment by the share-
holders; 
(4) the number of shares outstanding, and the number of 
shares entitled to vote, and if the shares of any class are entitled 
to vote as a class, the designation of each such class and the num-
ber of outstanding shares thereof entitled to vote; 
(5) the number of shares voted for and against such amend-
ment, respectively, and, if the shares of any class are entitled to 
vote as a class, the number of shares of each such class voted for 
and against such amendment, respectively; 
(6) if such amendment provides for an exchange, reclassifica-
tion, or cancellation of issued shares, and if the manner in which 
the same shall be effected is not set forth in the amendment, then 
a statement of the manner in which the same shall be effected; 
68 S T A T . ] 
PUBLIC LAW 389-JUNE 8, 1954 
20S 
(7) if such amendment effects a change in the amount of stated 
capital, or paid-in surplus, or both, then a statement of the man-
ner in which the same is effected and a statement, expressed in 
dollars, of the amount of stated capital and the amount of paid-in 
surplus as changed by such amendment, 
(b) If issued shares without par value are changed into the same 
or a different number of shares having par value, the aggregate par 
value of the shares into which the shares without par value are 
changed shall not exceed the sum of (1) the amount of stated capital 
represented by such shares without par value, and (2) the amount of 
surplus, if any, transferred to stated capital on account of such 
change, and (3) any additional consideration paid for such shares 
with par value and allocated to stated capital. 
FILING o r ARTICIiES o r AMENDMENT 
SEC. 57. (a) Duplicate originals of the articles of amendment shall 
be delivered to the Commissioners. If the Commissioners find that 
the articles of amendment conform to law, they shall, when all fees 
and taxes have been paid as in this Act prescribed— 
(1) endorse on each of such duplicate originals the word 
"Filed" and the month, day, and year of the filing thereof; 
(2) file one of such duplicate originals in their office; 
(3) issue a certificate of amendment to which they shall affix 
the other duplicate original. 
(b) The certificate of amendment with the duplicate original of the 
articles of amendment affixed thereto shall be recorded in the office of 
the Recorder of Deeds. 
EFFECT OF CERTIFICATE OF AMENDMENT 
* 
SEC. 58. (a) Upon the issuance of the certificate of amendment, the 
amendment shall become effective and the articles of incorporation 
shall be deemed to be amended accordingly. 
(b) No amendment shall affect any existing cause of action in favor 
of or against such corporation, or any pending suit to which such 
corporation shall be a party, or the existing rights of persons other 
than shareholders; and, in the event the corporate name shall be 
changed by amendment, no suit brought by or against such corpora-
tion under its former name shall abate for that reason. 
REDEMPTION AND CANCELLATION OF SHARES 
SEC. 59. (a) If the articles of incorporation provide that redeem-
able shares redeemed, or purchased or otherwise acquired by the 
corporation, shall be canceled and shall not be reissued, then, in the 
event of such cancellation of shares, the stated capital of the corpora-
tion shall be deemed to be reduced by that part of the stated capital 
which was, at the time of such cancellation, represented by the shares 
so canceled, 
(b) No redemption or purchase of redeemable shares shall be made 
which will reduce the remaining assets of the corporation below an 
amount sufficient to pay all debts and known liabilities of the corpora-
tion as they mature, except such debts and liabilities as have been 
otherwise adequately provided for, or which will reduce the net assets 
below the aggregate amount payable to the holders of shares having 
prior or equal rights to the assets of the corporation upon dissolution. 
(c) When redeemable shares of a corporation have been canceled 
pursuant to the provisions of the articles of incorporation, a state- 
/ 
ment shall be executed in duplicate by the corporation by its president 
204 
PUBLIC LAW 389-JUNE 8, 1954 
[68 S T A T . 
or a vice president, and verified by him, and the corporate seal shall 
be thereto affixed, attested by the secretary or an assistant secretary, 
which statement shall set forth— 
(1) the name of the corporation; 
(2) the aggregate number of shares which the corporation had 
authority to issue, itemized by classes and series; 
(3) the number of shares canceled, itemized by classes and 
series; 
(4) the number of shares which the corporation has authority 
to issue, itemized by classes and series, after giving effect to such 
cancellation; 
(5) a statement of the aggregate number of issued shares item-
ized bj^ classes, par value of shares, shares without par value, and 
series, if any, within a class, after giving effect to the cancellation; 
(6) a statement, expressed in dollars, of the amount of the 
stated capital and the amount of paid-in surplus of the corporation 
after giving effect to such cancellation. 
(d) Such statement shall be delivered to the Commissioners. If the 
Commissioners find that such statement conforms to law, they shall— 
(1) endorse on each of such duplicate originals the word 
"Filed", and the month, day, and year of the filing thereof; 
(2) file one of such duplicate originals in their office. 
(e) The duplicate original shall be recorded in the office of the 
Recorder of Deeds. 
(f) The filing of such statement by the Commissioners shall operate 
as an amendment to the articles of incorporation and shall reduce the 
number of shares of the class so canceled which the corporation is 
authorized to issue by the number of shares so canceled. 
(g) Nothing contained in this section shall be construed to forbid a 
reduction of authorized shares or a reduction of stated capital in any 
other manner permitted by this Act. 
CANCELLATION OF REACQUIRED SHARES 
SEC. 60. (a) A corporation may at any time, by resolution of its 
board of directors, cancel all or any part of the shares of the corpora-
tion of any class reacquired by it through redemption, purchase, or 
otherwise, and in the event of such cancellation a statement of cancel-
lation shall be filed as provided in this section. When any reacquired 
shares have been canceled by resolution of the board of directors, a 
statement shall be executed in duplicate by the corporation by its 
president or a vice president, and verified by him, and the corporate 
seal shall be thereto affixed, attested by the secretary or assistant secre-
tary, which statement shall set forth— 
(1) the name of the corporation; 
(2) the aggregate number of shares which the corporation has 
authority to issue, itemized hj classes, par value of shares, shares 
without par value, and series, if any, within a class; 
(3) the aggregate number of issued shares, itemized by classes, 
par value of shares, shares without par value, and series, if any, 
within a class before giving effect to such cancellation; 
(4) the number of shares canceled, itemized by classes, par 
value of shares, shares without par value, and series, if any, 
within a class; 
(5) a statement that the shares so canceled were canceled by a 
resolution duly adopted by the board of directors; 
(6) the aggregate number of issued shares, itemized by classes, 
par value of shares, shares without par value, and series, if any, 
within a class, after giving effect to such cancellation; 
68 STAT.] 
PUBLIC LAW 389-JUNE 8, 1954 
205 
(7) a statement, expressed in dollars, of the amount of the stated 
capital and the amount of the paid-in surplus of the corporation 
before giving eflfect to such cancellation; 
(8) a statement, expressed in dollars, of the amount of the stated 
capital and the amount of the paid-in surplus of the corporation 
after giving effect to such cancellation. 
(b) Such statement shall be delivered to the Commissioners. 
If 
the Commissioners find that such statement conforms to law, they 
shall— 
(1) endorse on each of such duplicate originals the word 
"Filed", and the month, day, and year of the filing thereof; 
(2) file one of such duplicate originals in their office; 
(3) the other duplicate original shall be recorded in the office of 
the Recorder of Deeds. 
(c) Upon the filing of such statement by the Commissioners, the 
stated capital of the corporation shall be deemed to be reduced by 
that part of the stated capital which was, at the time of such cancel-
lation, represented by the shares so canceled and the shares so canceled 
shall be deemed to be authorized but unissued shares. 
(d) Nothing contained in this section shall be construed to forbid a 
cancellation of shares or a reduction of stated capital in any other 
manner permitted by this Act. 
REDUCTION o r STATED CAPITAL I N CERTAIN CASES 
SEC. 61. (a) The reduction of the stated capital of a corporation 
where such reduction is not accompanied by an exchange, reclassifica-
tion, or cancellation of shares, or by a reduction in the par value of 
issued shares, or by a reduction of the number of authorized shares 
of any class below the number of issued shares of that class, or by a 
redemption and cancellation of shares, may be made in the following 
manner: 
(1) The board of directors shall adopt a resolution setting forth 
the amount of the proposed reduction and the manner in which the 
reduction shall be effected, and directing that the question of such 
reduction be submitted to a vote at a meeting of shareholders, which 
may be either an annual or a special meeting. 
(2) Written or printed notice, stating that the purpose or one of 
the purposes of such meeting is to consider the question of reducing 
the stated capital of the corporation, shall be given to each share-
holder of record entitled to vote within the time and in the manner 
provided in this Act for the giving of notice of meetings of share-
holders. 
(3) At such meeting a vote of the shareholders entitled to vote shall 
be taken on the question of the proposed reduction of stated capital, 
which shall require for its adoption the affirmative vote of the holders 
of at least a majority of the outstanding shares entitled to vote. 
(b) When a reduction of the stated capital of a corporation has 
been approved as provided in this section, a statement shall be executed 
in duplicate by the corporation by its president or a vice president, and 
verified by him, and the corporate seal shall be thereto affixed, attested 
by the secretary or an assistant secretary, which statement shall set 
forth— 
(1) the name of the corporation; 
(2) a copy of the resolution of the shareholders approving 
such reduction; 
(3) the total number of shares outstanding and the number 
of shares entitled to vote; 
206 
PUBLIC LAW 389-JUNE 8, 1954 
[68 STAT. 
(4) the number of shares voted for and against such reduction, 
respectively; 
(5) a statement of the manner in which such reduction is 
effected, and a statement, expressed in dollars, of the amount of 
stated capital and the amount of paid-in surplus of the corporation 
adjusted to give effect to such reduction. 
(c) Such statement shall be delivered to the Commissioners. If the 
Commissioners find that such statement conforms to law, they shall, 
when all fees have been paid as in this Act prescribed— 
(1) endorse on each of such duplicate originals the word 
"Filed" and the month, day, and year of the filing thereof; 
(2) file one of such duplicate originals in their office; 
(3) the other duplicate original shall be recorded in the office 
of the Recorder of Deeds. 
SEC. 62. (a) No reduction of stated capital shall be made under the 
provisions of section 61 which would reduce the amount of the aggre-
gate stated capital of the corporation to an amount less than the aggre-
gate preferential amounts payable upon all issued shares having a 
preferential right in the assets of the corporation in the event of 
involuntary liquidation, plus the aggregate par value, after such 
reduction, of all issued shares having a par value but no preferential 
right in the assets of the corporation in the event of involuntary 
liquidation. 
(b) The surplus, if any, created by or arising out of the reduction of 
the stated capital of a corporation shall be deemed to be paid-in sur-
plus, except where such reduction is effected by the cancellation of its 
own shares belonging to the corporation, or by the redemption and 
cancellation of shares, in e,ither of which events the paid-in surplus, if 
any, created by such reduction shall not exceed the amount by which 
the stated capital represented by such shares exceeded the cost thereof 
to the corporation. 
REDUCTION OF PAID-IN SURPLUS 
SEC. 63. A corporation may, by resolution of its board of directors, 
apply any part or all of its paid-in surplus to the payment of dividends 
as permitted by section 40 of this Act, or to the distribution of liquidat-
ing dividends as permitted by section 41 of this Act, to the payment of 
reasonable compensation for the sale or underwriting of its shares as 
permitted by section 19 of this Act, the reduction or elimination of any 
deficit arising from operating or other losses or from diminution in 
value of its assets. 
PROCEDURE FOR MERGER 
' 
SEC. 64. Any two or more domestic corporations may merge into 
one of such corporations in the following manner: 
The board of directors of each corporation shall, by resolution 
adopted by a majority vote of the members of each such board, approve 
a plan of merger setting forth: 
(a) The names of the corporations proposing to merge, and the 
name of the corporation into which they propose to merge, which is 
hereinafter designated as the surviving corporation. 
(b) The terms and conditions of the proposed merger. 
(c) The manner and basis of converting the shares of each merging 
corporation into shares or other securities or obligations of the sur-
viving corporation. 
(d) A statement of any changes in the articles of incorporation 
of the surviving corporation to be effected by such merger. 
(e) Such other provisions with respect to the proposed merger as 
are deemed necessary or desirable. 
68 STAT.1 
PUBLIC LAW 389-JUNE 8, 1954 
207 
PROCEDURE FOR CONSOLIDATION 
SEC. 65. Any two or more domestic corporations may consolidate 
into a new corporation in the following manner: 
The board of directors of each corporation, shall by a resolution 
adopted by a majority vote of the members of each such board, 
approve a plan of consolidation setting forth: 
(a) The names of the corporations proposing to consolidate, and 
the name of the new corporation into which they propose to con-
solidate, which is hereinafter designated as the new corporation. 
(b) The terms and conditions of the proposed consolidation. 
(c) The manner and basis of converting the shares of each corpo-
ration into shares, or other securities, or obligations of the new corpo-
ration. 
(d) With respect to the new corporation, all of the statements 
required to be set forth in articles of incorporation for corporations 
organized under this Act. 
(e) Such other provisions with respect to the proposed consolida-
tion as are deemed necessary or desirable. 
MEETINGS o r SHAREHOLDERS 
SEC. 66. The board of directors of each corporation, upon approv-
ing such plan of merger or plan of consolidation, shall, by resolution, 
direct that the plan be submitted to a vote at a meeting of share-
holders, which may be either an annual or a special meeting. Written 
or printed notice shall be delivered not less than twenty days before 
such meeting, either personally or by mail, to each shareholder of 
record entitled to vote at such meeting. Such notice shall state the 
place, day, hour, and purpose of the meeting, and a copy or a sum-
mary of the plan of merger or plan of consolidation, as the case may 
be, shall be included in or enclosed with such notice. 
APPROVAL BY SHAREHOLDERS 
SEC. 67. At each such meeting, a vote of the shareholders shall be 
taken on the proposed plan of merger or consolidation. The plan 
of merger or consolidation shall be approved upon receiving the 
affirmative vote of the holders of two-thirds of the outstanding ^ares 
of each corporation unless as to any of such corporations two or more 
classes of shares are issued in which event as to such corporation or 
corporations the plan of merger or consolidation shall be approved 
upon receiving the affirmative vote of at least two-thirds of the out-
standing shares of each such class. 
ARTICLES o r MERGER OR CONSOLIDATION 
SEC. 68. (a) Upon such approval, articles of merger or articles of 
consolidation shall be executed in duplicate by each corporation by its 
president or a vice president, and verified by him, and the corporate 
seal of each corporation shall be thereto affixed, attested by its secre-
tary or an assistant secretary, and shall set forth— 
(1) the plan of merger or the plan of consolidation; 
(2) as to each corporation, the number of shares outstanding, 
and if there are two or more classes of shares issued, the designa-
tion of each such class and the number of shares thereof out-
standing ; 
(3) as to each corporation, the number of shares voted for and 
against such plan respectively, and, if there are two or more classes 
208 
PUBLIC LAW 389-JUNE 8, 1954 
[68 STAT. 
of shares issued the number of shares of each such class voted for 
and against such plan, respectively. 
(b) Such articles of merger or consolidation shall be delivered to the 
Commissioners. If the Commissioners find that such articles of 
merger or consolidation conform to law, they shall, when all fees have 
been paid as in this Act prescribed— 
(1) endorse on each of such duplicate originals the word 
"Filed" and the month, day, and year of the filing thereof; 
(2) file one of such duplicate originals in their office; 
(3) issue a certificate of merger or certificate of consolidation 
to which they shall attach the other duplicate original. 
(c) The certificate of merger or certificate of consolidation, together 
with the duplicate original affixed thereto, shall be recorded in the 
office of the Recorder of Deeds. 
EFFECTIVE 
DATE 
OF 
MERGER 
OR 
CONSOLIDATION 
SEC. 69. Upon the issuance of the certificate of merger or the certifi-
cate of consolidation by the Commissioners, the merger or consolidation 
shall be effected. 
EFFECT OF MERGER OR CONSOLIDATION 
SEC. TO. When such merger or consolidation has been effected: 
(a) The several corporations parties to the plan of merger or con-
solidation shall be a single corporation, which, in the case of a merger, 
shall be that corporation designated in the plan of merger as the 
surviving corporation, and, in the case of a consolidation, shall be 
the new corporation provided for in the plan of consolidation. 
(b) The separate existence of all corporations parties to the plan 
of merger or consolidation, except the surviving or new corporation, 
shall cease. 
(c) Such surviving or new corporation, as the case may be, shall 
have all the rights, privileges, immunities, and powers and shall be 
subject to all the duties and liabilities of a corporation organized 
under this Act. 
(d) Such surviving or new corporation shall thereupon and there-
after possess all the rights, privileges, immunities, and franchises, 
as well of a public as a private nature, of each of the merging or 
consolidating corporations; and all property—real, personal, and 
mixed—and all debts due on whatever account, including subscrip-
tions to shares, and all other choses in action, and all and every other 
interest, of or belonging to or due to each of the corporations so merged 
or consolidated, shall be taken and deemed to be transferred to and 
vested in such single corporation without further act or deed; and 
the title to any real estate, or any interest therein, vested in any of 
such corporations shall not revert or be in any way impaired by reason 
of such merger or consolidation. 
(e) Such surviving or new corporation shall thenceforth be respon-
sible and liable for all the liabilities and obligations of each of the 
corporations so merged or consolidated; and any claim existing or 
action or proceeding pending by or against any of such corporations 
may be prosecuted to judgment as if such merger or consolidation 
had not taken place, or such surviving or new corporation may be 
substituted in its place. Neither the rights of creditors nor any liens 
upon the property of any such corporation shall be impaired by such 
merger or consolidation. 
(f) In the case of a merger, the articles of incorporation of the 
surviving corporation shall be deemed to be amended to the extent, 
if any, that changes in its articles of incorporation are stated in the 
68 S T A T . ] 
PUBLIC LAW 3 8 9 - J U N E 8, 1954 
209 
articles of merger; and, in the case of a consolidation, the statements 
set forth in the articles of consolidation and which are required or 
permitted to be set forth in the articles of incorporation of corpora-
tions organized nnder this Act shall be deemed to be the articles of 
incorporation of the new corporation. 
(g) The aggregate amount of the net assets of the merging or 
consolidating corporations which was available for the payment 
of dividends immediately prior to such merger or consolidation, to 
the extent that the amount thereof is not transferred to stated capital 
by the issuance of shares or otherwise, shall continue to be available 
for the payment of dividends by such surviving or new corporation. 
MERGER OR CONSOLIDATION OF DOMESTIC AND EOREIGN CORPORATIONS 
SEC. 71. One or more foreign corporations and one or more domestic 
corporations may be merged or consolidated if permitted by the laws 
of the State under which each such foreign corporation is organized: 
(a) Each domestic corporation shall comply with the provisions of 
this Act with respect to the merger or consolidation, as the case may be, 
of domestic corporations and each foreign corporation shall comply 
with the applicable provisions of the laws of the State under which it is 
organized. 
(b) If the surviving or new corporation, as the case may be, is to be 
governed by the laws of any State other than the District of Columbia, 
it shall comply with the provisions of this Act with respect to foreign 
corporations if it is to do business in the District of Columbia, and 
in every case it shall file with the Commissioners— 
(1) an agreement that it may be served with process in the 
District of Columbia in any proceeding for the enforcement of 
any obligation of any domestic corporation which is a party to 
such merger or consolidation and in any proceeding for the 
enforcement of the rights of a dissenting shareholder of any such 
domestic corporation against the surviving or new corporation; 
(2) an irrevocable appointment of the Commissioners of the 
District of Columbia as its agent to accept service of process in any 
such proceeding; and 
(3) an agreement that it will promptly pay to the dissenting 
shareholders of any such domestic corporation the amount, if 
any, to which they shall be entitled under the provisions of this 
Act with respect to the rights of dissenting shareholders. 
(c) The effect of such merger or consolidation shall be the same as 
in the case of the merger or consolidation of domestic corporations, 
if the surviving or new corporation .is to be governed by the laws of 
tlie District of Columbia. 
If the surviving or new corporation is to 
be governed by the laws of any jurisdiction other than the District 
of Columbia, the effect of such merger or consolidation shall be the 
same as in the case of the merger or consolidation of domestic cor-
porations except insofar as the laws of such other jurisdiction provide 
otherwise. 
MERGER OF PARENT CORPORATION AND WHOLLY OWNED SUBSIDIARY 
SEC. 72. (a) Any corporation now or hereafter organized under 
the provisions hereof or existing under the laws of the District of 
Columbia, for the purpose of carrying on any kind of business author-
ized by this Act, owning all of the stock of any other corporation now 
or hereafter organized hereunder or existing under the laws of the 
District of Columbia, or now or hereafter organized under the laws 
of any other State of the United States of America, if the laws under 
which said other corporation is formed shall permit a merger as herein 
39777 O—55—pt. 1 
16 
210 
PUBLIC LAW 389-JUNE 8, 1954 
[68 STAT. 
provided, may file, in duplicate original with the Commissioners, a 
certificate of such ownership in its name and under its corporate seal, 
signed by its president or a vice president, and its secretary or assist-
ant secretary, and setting forth a copy of the resolution of its board 
of directors to merge such other corporation, and to assume all of its 
obligations and the date of the adoption thereof. If the Commis-
sioners find that such certificate of ownership conforms to law, they 
shall, when all fees have been paid as in this Act prescribed— 
(1) endorse on each of such duplicate originals the word 
"Filed", and the month, day, and year of the filing thereof; 
(2) file one of such duplicate originals in their office; 
(3) issue a certificate of ownership to which they shall affix 
the other duplicate original. 
(b) The certificate of merger or certificate of consolidation, 
together with the duplicate original affixed thereto, shall be recorded 
in the office of the Recorder of Deeds. 
(c) Upon the issuance of the certificate of ownership, the merger 
shall be effected and thereupon all of the estate, property, rights, 
privileges, and franchises of such other corporation shall vest in and 
be held and enjoyed by such parent corporation as fully and entirely 
and without change or diminution as the same were before held and 
enjoyed by such other corporation, and be managed and controlled 
by such parent corporation, and except as hereinafter in this section 
provided, in its name, but subject to all liabilities and obligations of 
such other corporation and the rights of all creditors thereof. 
The 
parent corporation shall not thereby acquire power to engage in any 
business, or to exercise any right, privilege, or franchise, of a kind 
which it could not lawfully engage in or exercise under the provisions 
of the law or laws by or pursuant to which such parent corporation is 
organized, or operates in the District of Columbia. 
The parent cor-
poration shall be deemed to have assumed all of the obligations and 
liabilities of the merged corporation and shall be liable in the same 
manner as if it had itself incurred such liabilities and obligations. 
The parent corporation may relinquish its corporate name and assume 
in lieu thereof the name of the merged corporation, by including it in 
a provision to that effect in the resolution of merger adopted by the 
directors and set forth in the certificate of ownership, and upon the 
filing of such certificate the change of name shall be completed, with 
the same force and effect and subject to the same conditions and conse-
quences as if such change had been accomplished by proceedings under 
the appropriate section of this Act. 
RIGHTS OF DISSENTING SHAREHOLDERS 
SEC. 73. (a) If a shareholder of a corporation which is a party to a 
merger or consolidation shall file with such corporation, prior to or at 
the meeting of shareholders at which the plan of merger or consolida-
tion is submitted to a vote, a written objection to such plan of merger 
or consolidation, and shall not vote in favor thereof, and such share-
holder, within twenty days after the merger or consolidation is 
effected, shall make written demand on the surviving or new corpora-
tion for payment of the fair value of his shares as of the day prior to 
the date on which the vote was taken approving the merger or consoli-
dation, the surviving or new corporation shall pay to such shareholder, 
upon surrender of his certificate or certificates representing said shares, 
such fair value thereof. 
Such demand shall state the number and 
class of the shares owned by such dissenting shareholder. 
Any share-
holder failing to make demand within the twenty-day period shall be 
bound by the terms of the merger or consolidation. 
68 S T A T . ] 
PUBLIC LAW 389-JUNE 8, 1954 
211 
(b) If within thirty days after the date on which such merger or 
consolidation was effected the value of such shares is agreed upon 
between the dissenting shareholder and the surviving or new corpora-
tion payment therefor shall be made within ninety days after the date 
on which such merger or consolidation was effected, upon the sur-
render of his certificate or certificates representing said shares. 
Upon 
payment of the agreed value the dissenting shareholder shall cease to 
have any interest in such shares or in the corporation. 
(c) If within such period of thirty days the shareholder and the 
surviving or new corporation do not so agree, then the dissenting share-
holder may, within sixty days after the expiration of the thirty-day 
E
eriod, file a petition in any court of competent jurisdiction within the 
•istrict of Columbia, asking for a finding and determination of the 
fair value of such shares, and shall be entitled to judgment against the 
surviving or new corporation for the amount of such fair value as of 
the day prior to the date on which such vote was taken approving 
such merger or consolidation, together with interest thereon at the 
rate of 5 per centum per annum to the date of such judgment. 
The 
judgment shall be payable only upon and simultaneously with the 
surrender to the surviving or new corporation of the certificate or cer-
tificates representing said shares. Uponpayment of the judgment, the 
dissenting shareholder shall cease to have any interest in such shares 
or in the surviving or new corporation. 
Such shares may be held and 
disposed of by the surviving or new corporation as it may see fit. 
Unless the dissenting shareholder shall file such petition within the 
time herein limited, such shareholder and all persons claiming under 
him shall be bound by the terms of the merger or consolidation. 
(d) The right of a dissenting shareholder to be paid the fair value 
of his shares as herein provided shall cease if and when the corpora-
tion shall abandon the merger or consolidation. 
SALE, LEASE, EXCHANGE, OR MORTGAGE OF ASSETS I N USUAL AND REGULAR 
COURSE o r BUSINESS 
SEC. 74. The sale, lease, exchange, mortgage, })ledge, or other dispo-
sition of less than all, or less than substantially all, the property and 
assets of a corporation, when made in the usual and regular course 
of the business of the corporation, may be made upon such terms and 
conditions and for such considerations, which may consist in whole 
or in part, of money or property, real or personal, including shares of 
any other corporation, whether or not such other corporation be organ-
ized under the provisions of this Act, as shall be authorized by its 
board of directors; and in such case no authorization or consent of 
the shareholders shall be required. 
SALE, LEASE, EXCHANGE, OR MORTGAGE OF ASSETS OTHER T H A N I N USUAL 
AND REGULAR COURSE OF BUSINESS 
SEC. 75. A sale, lease, exchange, mortgage, pledge, or other disposi-
tion of all, or substantially all, the pro})erty and assets, with or with-
out the good will, of a corporation, may be made upon such terms and 
conditions and for such consideration, which may consist, in whole 
or in part, of money or property, real or personal, including shares 
of any other corporation, whether or not such other corporation be 
organized under the provisions of this Act, as may be authorized in 
the following manner: 
(a) The board of directors shall adopt a resolution recommending 
such sale, lease, exchange, mortgage, pledge, or other disposition and 
directing the submission thereof to a vote at a meeting of shareholders, 
which may be either an annual or a special meeting. 
212 
PUBLIC LAW 389-JUNE 8, 1954 
[68 STAT. 
(b) Written or j)riiited notice stating that the purpose, or one of 
the purposes, of such meeting is to consider the sale, lease, exchange, 
mortgage, pledge, or other disposition of all, or substantially all, the 
property and assets of the corporation shall be given to each share-
holder of record entitled to vote within the time and in the manner 
provided by this Act for the giving of notice of meetings of share-
holders. 
(c) At such meetings the shareholders may authorize such sale, lease, 
exchange, mortgage, pledge, or other disposition and fix, or may author-
ize the board of directors to fix, any or all of the terms and conditions 
thereof and the consideration to be received by the corpoi'ation there-
for. 
Such authorization shall require the affirmative vote of the 
holders of at least two-thirds of the outstanding shares entitled to vote, 
unless there are two or more classes of stock issued and outstanding 
and entitled to vote, in which event such authorization shall require the 
affirmative vote of the holders of at least two-thirds of the outstanding 
shares of each such class of shares issued and outstanding and entitled 
to vote. 
(d) After such authorization by a vote of shareholders, the board 
of directors nevertheless, in its discretion, may abandon such sale, lease, 
exchange, mortgage, pledge, or other disposition of assets, subject to 
the rights of third parties under any contracts relating thereto, without 
further action or approval by shareholders. 
VOLUNTARY DISSOLUTION OF CORPORATION BY ITS INCORPORATORS 
SEC. 76. A corporation which has not commenced business and which 
has not issued any shares may be voluntarily dissolved by its incorpo-
rators at any time within one year from the date of the issuance of its 
certificate of incorporation in the following manner: 
(a) Articles of dissolution shall be executed in duplicate by a 
majority of the incorporators, and verified by them, and shall set 
forth— 
(1) the name of the corporation; 
(2) the date of issuance of its certificate of incorporation; 
(3) that none of its shares have been issued; 
(4) that the corporation has not commenced business; 
(5) that the amount, if any, actually paid in on subscriptions 
to its shares, less any part thereof disbursed for necessary 
expenses, has been returned to those entitled thereto; 
(6) that no debts of the corporation remain unpaid; 
(7) that all the incorporators elect that the corporation be 
dissolved. 
(b) Duplicate originals of the articles of dissolution shall be 
delivered to the Commissioners. If the Commissioners find that the 
articles of dissolution conform to law, they shall, when all fees and 
charges have been paid as in this Act prescribed— 
(1) endorse on each of such duplicate originals the word 
"Filed", and the month, day, and year of the filing thereof; 
(2) file one of such duplicate originals in their office; 
(3) issue a certificate of dissolution to which they shall affix 
the other duplicate original. 
(c) The certificate of dissolution, together with the duplicate 
original affixed thereto, shall be recorded in the office of the Recorder 
of Deeds. 
(d) Upon the issuance of such certificate of dissolution the exist-
ence of the corporation shall cease. 
68 STAT.] 
PUBLIC LAW 389-JUNE 8, 1954 
213 
DISSOLUTION BY CONSENT OF SHAREHOLDERS 
SEC. 77. A corporation may be dissolved by the written consent of 
the holders of record of all of its outstanding shares in the following 
manner: 
Upon the execution of such written consent by all the shareholders 
of record, a statement of intent to dissolve shall be executed in dupli-
cate by the corporation by its president or a vice president, and veri-
fied by him, and the corporate seal shall be thereto aiRxed, attested by 
its secretary or an assistant secretary, which shall set forth and 
contain— 
(a) The name of the corporation. 
(b) The names and respective addresses, including street and num-
ber, if any, of its officers. 
(c) The names and respective addresses, including street and num-
ber, if any, of its directors. 
(d) A copy of the agreement signed by all shareholders of record 
of the corporation consenting to its dissolution. 
(e) A statement that such agreement has been signed by all share-
holders of record of the corporation or signed in their names by their 
attorneys thereunto duly authorized. 
DISSOLUTION BY ACT OF CORPORATION 
SEC. 78. A corporation may be dissolved by the act of the corpo-
ration in the following manner: 
(a) The board of directors shall adopt a resolution recommending 
that the corporation be dissolved, and directing that the question of 
such dissolution be submitted to a vote at a meeting of shareholders, 
which may be either an annual or a special meeting. 
(b) Written or printed notice stating that the purpose, or one of 
the purposes, of such meeting is to consider the advisability of dis-
solving the corporation, shall be given to each shareholder of record 
entitled to vote within the time and in the manner provided in this 
Act for the giving of notice of meetings of shareholders. 
(c) At such meeting a vote of the shareholders entitled to vote 
shall be taken on a resolution to dissolve the corporation, which shall 
require for its adoption the affirmative vote of the holders of at least 
two-thirds of the outstanding shares entitled to vote. 
(d) Upon the adoption of such resolution, a statement of intent 
to dissolve shall be executed in duplicate by the corporation by its 
president or a vice president, and verified by him, and the corporate 
seal shall be thereto affixed, attested by its secretary or an assistant 
secretary, which shall set forth— 
(1) the name of the corporation; 
(2) the names and respective addresses, including street and 
number, if any, of its officers; 
(3) the names and respective addresses, including street and 
number, if any, of its directors; 
(4) a copy of the resolution of the shareholders authorizing 
the dissolution of the corporation; 
(5) the number of shares outstanding and entitled to vote; 
(6) the number of shares voted for and against the dissolution 
of the corporation. 
FILING OF STATEMENT OF INTENT TO DISSOLVE 
SEC. 79. Duplicate originals of the statement of intent to dissolve, 
whether by consent of shareholders or by act of the corporation, shall 
be delivered to the Commissioners. If the Commissioners find that 
214 
PUBLIC LAW 389-JUNE 8, 1954 
[68 STAT. 
such statement conforms to law, they shall, when all fees and charges 
have been paid as in this Act prescribed— 
(a) Endorse on each of such duplicate originals the word "Filed" 
and the month, day, and year of the filing thereof. 
(b) File one of such duplicate originals in their office. 
(c) The other duplicate original shall be recorded in the office of 
the Recorder of Deeds. 
EFFECT o r STATEMENT OF INTENT TO DISSOLVE 
SEC. 80. Upon the filing by the Commissioners of a statement of 
intent to dissolve, whether by consent of shareholders or by act of the 
corporation, the corporation shall cease to carry on its business, except 
insofar as may be necessary for the proper winding up thereof. 
PROCEEDINGS AFTER FILING o r S T A T E M E N T o r I N T E N T TO DISSOLVE 
SEC. 81. After the filing by the Commissioners of a statement of 
intent to dissolve— 
(a) The corporation shall proceed to collect its assets, convey and 
dispose of such of its properties as are not to be distributed in kind 
to its shareholders, pay, satisfy, and discharge its liabilities and obli-
gations and do all other acts required to liquidate its business and 
affairs, and, after paying or adequately providing for the payment 
of all its obligations, distribute the remainder of its assets, either in 
cash or in kind, among its shareholders according to their respective 
rights and interests. 
(b) The corporation, at any time during the liquidation of its busi-
ness and affairs, may make application to the United States District 
Court for the District of Columbia to have the liquidation continued 
under the supervision of the court as provided in this Act. 
REVOCATION BY CONSENT OF SHAREHOLDERS OF VOLUNTARY DISSOLUTION 
PROCEEDINGS 
SEC. 82. By the written consent of the holders of record of all of 
its outstanding shares, a corporation may, at any time prior to the 
issuance of a certificate of dissolution by the Commissioners as here-
inafter provided, revoke voluntary dissolution proceedings thereto-
fore taken, in the following manner: 
Upon the execution of such written consent by all the shareholders 
of record, a statement of revocation of voluntary dissolution proceed-
ings shall be executed in duplicate by the corporation by its president 
or a vice president, and verified by him, and the corporate seal shall 
be thereto affixed, attested by its secretary or an assistant secretary, 
which shall set forth and contain— 
(a) The name of the corporation. 
(b) The names and respective addresses, including street and 
number, if any, of its officers. 
(c) The names and respective addresses, including street and 
number, if any, of its directors. 
(d) A copy of the agreement signed by all shareholders of record 
of the corporation revoking such voluntary dissolution proceedings. 
(e) That such agreement is signed by all shareholders of record of 
the corporation or signed in their names by their attorneys thereunto 
duly authorized. 
68 S T A T . ] 
PUBLIC LAW 389-JUNE 8, 1954 
215 
REVOCATION BY ACT OF CORPORATION OF VOLUNTARY DISSOLUTION 
PROCEEDINGS 
SEC. 83. By the act of the corporation, a corporation may, at any 
time prior to the issuance of a certificate of dissolution by the Com-
missioners as hereinafter provided, revoke voluntary dissolution pro-
ceedings theretofore taken in the following manner: 
(a) The board of directors shall adopt a resolution recommending 
that the voluntary dissolution proceedings be revoked and directing 
that the question of such revocation be submitted to a vote at a meeting 
of shareholders. 
(b) Written or printed notice stating that the purpose, or one of 
the purposes, of such meeting is to consider the advisability of revoking 
the voluntary dissolution proceedings, shall be given to each share-
holder of record entitled to vote within the time and in the manner 
provided in this Act for the giving of notice of meetings of 
shareholders. 
(c) At such meeting a vote of the shareholders entitled to vote 
shall be taken on a resolution revoking the voluntary dissolution pro-
ceedings, which shall require for its adoption the affirmative vote of 
the holders of at least two-thirds of the outstanding shares entitled to 
vote. 
(d) Upon the adoption of such resolution, a statement of revocation 
of voluntary dissolution proceedings shall be executed in duplicate 
by the corporation by its president or a vice president, and verified by 
him. and the corporate seal shall be thereto affixed, attested by its sec-
retary or an assistant secretary, which shall set forth— 
(1) the name of the corporation; 
(2) the names and respective addresses, including street and 
number, if any, of its officers; 
(3) the names and respective addresses, including street and 
number, if any, of its directors; 
(4) a copy of the resolution of the shareholders revoking the 
voluntary dissolution proceedings; 
(5) the number of shares outstanding and entitled to vote; 
(6) the number of shares voted for and against the revocation 
of the voluntary dissolution proceedings, respectively. 
FILING OF STATEMENT OF REVOCATION OF VOLUNTARY DISSOLUTION 
PROCEEDINGS 
SEC. 84. Duplicate originals of the statement of revocation of volun-
tary dissolution proceedings, whether by consent of shareholders or 
by act of the corporation, shall be delivered to the Commissioners. 
If 
the Commissioners find that such statement conforms to law, they shall, 
when all fees have been paid as in this Act prescribed— 
(a) Endorse on each of such duplicate originals the word "Filed", 
and the month, day, and year of the filing thereof. 
(h) File one of such duplicate originals in their office. 
(c) The other duplicate original shall be recorded in the office of 
the Recorder of Deeds. 
EFFECT o r S T A T E M E N T OF REVOCATION OF VOLUNTARY DISSOLUTION 
PROCEEDINGS 
SEC. 85. Upon the filing by the Commissioners of a statement of 
revocation of voluntary dissolution proceedings, whether by consent 
of shareholders or by act of the corporation, the revocation of the vol-
untary dissolution proceedings shall become effective and the corpora-
tion may thereupon again carry on its business. 
216 
PUBLIC LAW 389-JUNE 8, 1954 
[68 S T A T . 
ARTICLES o r DISSOLUTION 
SEC. 86. When all debts, liabilities, and obligations of the corporation 
have been paid and discharged, or adequate provision has been made 
therefor, and all of the remaining property and assets of the corpora-
tion have been distributed to its shareholders, articles of dissolution 
shall be executed in duplicate by the corporation by its president or a 
vice president, and verified by him, and the corporate seal shall be 
thereto affixed, attested by its secretary or an assistant secretary which 
shall set forth— 
(a) The name of the corporation. 
(b) That the corporation has theretofore filed with the Commis-
sioners a statement of intent to dissolve, and the date on which such 
statement was filed. 
(c) That all debts, obligations, and liabilities of the corporation 
have been paid and discharged or that adequate provision has been 
made therefor. 
(d) That all the remaining property and assets of the corporation 
have been distributed among its shareholders in accordance with their 
respective rights and interests. 
(e) That there are no suits pending against the corporation in any 
court, or that adequate provision has been made for the satisfaction of 
any judgment, order, or decree which may be entered against it in 
any pending suit. 
FILING o r ARTICLES OF DISSOLUTION 
SEC. 87. (a) Duplicate originals of such articles of dissolution shall 
be delivered to the Commissioners. 
If the Commissioners find that 
such articles of dissolution conform to law, they shall, when all fees 
have been paid as in this Act prescribed— 
(1) endorse on each such duplicate original the word "Filed", 
and the month, day, and year of the filing thereof; 
'1 
(2) file one of such duplicate originals in their office; 
(3) issue a certificate of dissolution, to which they shall affix 
the other duplicate original, 
(b) The certificate of dissolution, together with the duplicate 
original of the articles of dissolution affixed thereto, shall be recorded 
in the office of the Recorder of Deeds. Upon the issuance of such 
certificate of dissolution the existence of the corporation shall cease, 
except for the purpose of suits, other proceedings, and appropriate 
corporate action by shareholders, directors, and officers as provided 
in this Act. 
INVOLUNTARY DISSOLUTION 
SEC. 88. A corporation may be dissolved involuntarily by a decree 
of a court of equity in an action instituted by the Commissioners in 
the name of the District of Columbia, when it is made to appear to 
the court that— 
(a) The franchise of the corporation was procured through fraud; 
or 
(b) The corporation has continued to exceed or abuse the authority 
conferred upon it by this Act; or 
(c) The corporation has failed for thirty days to appoint and 
maintain a registered agent as provided in this Act; or 
(d) The corporation has failed for thirty days after change of 
its registered office or registered agent to file with the Commissioners 
a statement of such change. 
68 STAT.] 
PUBLIC LAW 389-JUNE 8, 1954 
217 
VENUE AND PROCESS 
SEC. 89. Every action for the involuntary dissolution of a corpo-
ration on the grounds hereinbefore provided shall be commenced by 
the Commissioners in the United States District Court for the Dis-
trict of Columbia. 
Summons shall issue and shall be served as in 
other civil actions. In case a return is made thereon that no officer 
or agent of such corporation can be found within the territorial limits 
of the District of Columbia, then the Commissioners shall cause pub-
lication to be made in some newspaper of general circulation pub-
lished in the District of Columbia, containing a notice of the pendency 
of such action, the title of the court, the names of the parties thereto, 
and the date on or after which default may be entered. The Commis-
sioners shall cause a copy of such notice to be mailed by registered 
mail to the corporation at its registered office Avithin ten days after 
the first publication thereof. 
The certificate of the Commissioners 
of the mailing of such nptice shall be prima facie evidence thereof. 
Such notice shall be published at least once each week for three suc-
cessive weeks, and the first publication thereof may begin at any time 
after the summons has been returned. 
Unless a corporation shall 
have been served with summons, no default sliall be taken against 
it earler than thirty days after the first publication of such notice. 
The cost of publication of such notice shall be paid by the Commis-
sioners, unless the decree is against the corporation and such cost 
is collected from it. 
JURISDICTION OF COURT TO LIQUIDATE ASSETS AND BUSINESS OF 
CORPORATION 
SEC. 90. (a) The United States District Court for the District of 
Columbia shall have full power to liquidate the assets and business 
of a corporation— 
(1) upon application by a corporation which has filed a state-
ment of intent to dissolve, as provided in this Act, to have its 
liquidation continued under the supervision of the court; 
(2) when an action has been commenced by the Commissioners 
to dissolve a corporation and it is made to appear that liquidation 
of its business and affairs should precede the entry of a decree 
of dissolution. 
(b) Proceedings under this section shall be brought in the United 
States District Court for the District of Columbia. 
(c) It shall not be necessary to make shareholders parties to any 
such action or proceeding unless relief is sought against them per-
sonally. 
P R O C E D U R E I N LTQUIDAl I O N OF CORPORAITON BY COURT 
SEC. 91. (a) In proceedings to liquidate the assets and business of 
a corporation the court shall have power to issue injunctions, to appoint 
a receiver or receivers pendente lite with such powers and duties as 
the court, from time to time, may direct, and to take such other pro-
ceedings as may be requisite to preserve the corporate assets wherever 
situated, and carry on the business of the corporation until a full hear-
ing can be had. 
(b) After a hearing had upon such notice as the court may direct 
to be given to all parties to the proceedings and to any other parties 
in interest designated by the court, the court may appoint a liquidating 
receiver or receivers with authority to collect the assets of the corpora-
tion, including all amounts owing to the corporation by shareholders 
on account of any unpaid portion of the consideration for the issuance 
218 
PUBLIC LAW 389-JUNE 8, 1954 
[68 STAT. 
of shares. 
Such liquidating receiver or receivers shall have authority, 
subject to the order of the court, to sell, convey, and dispose of all or 
any part of the assets of the corporation wherever situated, either at 
public or private sale. The assets of the corporation or the proceeds 
resulting from a sale, conveyance, or other disposition thereof shall 
be applied to the expenses of such liquidation and to the payment of 
the liabilities and obligations of the corporation, and any remaining 
assets or proceeds shall be distributed among its shareholders accord-
ing to their respective rights and interests. The order appointing 
such liquidating receiver or receivers shall state their powers and 
duties. 
Such powers and duties may be increased or diminished at 
any time during the proceedings. 
(c) A receiver of a corporation appointed under the provisions of 
this section shall have authority to sue and defend in all courts in his 
own name as receiver of such corporation. 
The court appointing such 
receiver shall, for the purposes of this Act, have exclusive jurisdiction 
of the corporation and its property, wherever situated. 
QUALIFICATIONS OF RECEIVERS 
SEC. 92. A receiver shall in all cases give such bond as the court may 
direct with such sureties as the court may require. 
FILING OF CLAIMS IN LIQUIDATION PROCEEDINGS 
SEC. 93. In proceedings to liquidate the assets and business of a cor-
poration the court may require all creditors of the corporation to file 
with the clerk of the court or with the receiver, in such form as the 
court may prescribe, proofs under oath of their respective claims. 
If the court requires the filing of claims it shall fix a date, which shall 
be not less than four months from the date of the order, as the last day 
for the filing of claims, and shall prescribe the notice that shall be 
given to creditors and claimants of the date so fixed. Prior to the 
date so fixed, the court may extend the time for the filing of claims. 
Creditors and claimants failing to file proofs of claim on or before the 
date so fixed may be barred, by order of court, from participating in 
the distribution of the assets of the corporation. 
DISCONTINUANCE OF LIQUIDATION PROCEEDINGS 
SEC. 94. The liquidation of the assets and business of a corporation 
may be discontinued at any time during the liquidation proceedings 
when it is made to appear to the court that cause for liquidation no 
longer exists. In such event the court shall dismiss the proceedings 
and direct the receiver to redeliver to the corporation all its remaining 
property and assets. 
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DECREE OF INVOLUNTARY DISSOLUTION 
SEC. 95. In proceedings to liquidate the assets and business of a cor-
poration, when the costs and expenses of such proceedings and all debts, 
obligations, and liabilities of the corporation shall have been paid and 
discharged and all of its remaining property and assets distributed to 
its shareholders, or in case its property and assets are not sufficient 
to satisfy and discharge such costs, expenses, debts, and obligations, 
all the property and assets have been applied so far as they will go to 
their payment, the court shall enter a decree dissolving the corporation, 
whereupon the existence of the corporation shall cease. 
68 S T A T . ] 
PUBLIC LAW 389-JUNE 8, 1954 
219 
FILING o r DECREE OF DISSOLUTION 
SEC. 96. In case the court shall enter a decree dissolving a corpora-
tion it shall be the duty of the clerk of such court to cause a certified 
copy of the decree to be filed with the Commissioners. 
No fee shall be 
charged by the Commissioners for the filing thereof. 
SURVIVAL OF REMEDY AFTER DISSOLUTION 
SEC. 97. The dissolution of a corporation either (1) by the issuance 
of a certificate of dissolution by the Commissioners, or (2) by procla-
mation of the Commissioners for failure to pay annual report fees or 
file annual reports as provided in the Act, or (3) by expiration of its 
period of duration, shall not take away or impair any remedy available 
to or against such corporation, its directors, or shareholders, or any 
right or claim existing, or any liability incurred, prior to such disso-
lution if suit or other proceeding thereon is commenced within two 
years after the date of such dissolution. 
Any suit or proceeding by 
or against the corporation may be prosecuted or defended by the cor-
poration in its corporate name. 
The shareholders, directors, and 
officers shall have power to take such corporate or other action as shall 
be appropriate to protect such remedy, right, or claim. 
If such cor-
poration was dissolved by the expiration of its period of duration, such 
corporation may amend its articles of incorporation at any time during 
such period of two years so as to extend its period of duration. 
ANNUAL REPORT OF DOMESTIC CORPORATION 
SEC. 98. (a) Each corporation shall file with the Commissioners, on 
or before April 15 of each year, an annual report setting forth— 
(1) the name of the corporation, the address, including street 
and number, if any, of its registered office in the District of 
Columbia, and the name of its registered agent at such address; 
(2) the names and respective addresses, including street and 
number, if any, of its directors and officers; 
(3) a brief statement of the character of the business in w^hich 
the corporation is actually engaged; 
(4) a statement of the aggregate number of shares which the 
corporation has authority to issue, itemized by classes, par value 
of shares, shares without par value, and series, if any, within a 
class; 
(5) a statement of tlie aggregate number of issued shares, item-
ized by classes, par value of shares, shares without par value and 
series, if any, within a class. 
(b) Such annual report shall be made on forms prescribed and fur-
nished by the Conmiissioners, and the information therein contained 
shall be given as of the date of the execution of the report. 
(c) It shall be executed by the corporation by its president, vice 
president, secretary, assistant secretary, or treasurer, and verified by 
the officer executing the report, and the corporate seal shall be thereto 
affixed. 
ADMISSION OF FOREIGN CORPORATION 
SEC. 99. A foreign corporation shall procure a certificate of author-
ity from the Commissioners before it transacts business in the District, 
but no foreign corporation shall be entitled to procure a certificate 
of authority under this Act to transact in the District the business 
of banking, insurance, assurance, benefit, indemnity, building and loan 
association, or the acceptance of savings deposits, such corporations 
being admitted to and shall do business in the District of Columbia 
220 
PUBLIC LAW 389-JUNE 8, 1954 
[68 STAT. 
pursuant to the laws relating to such business. A foreign corporation 
shall not be denied a certificate of authority by reason of the fact 
that the laws of the State under which such corporation is organized 
governing its organization and internal affairs differ from the laws 
of the District, and nothing in this Act contained shall be construed 
to authorize the District to regulate the organization or the internal 
affairs of such corporation. 
(b) A foreign corporation shall not be required to procure a cer-
tificate of authority merely for the prosecution of litigation, the 
collection of its debts, or the taking of security for the same, or by 
reason of the appointment of an agent for the solicitation of business 
not to be transacted in the District, nor for the sale of personal prop-
erty to the United States within the District of Columbia unless a 
contract for such sale is accepted by the seller within the District 
or such property is delivered from stock of the seller within the Dis-
trict for use within the District. 
POWERS OF FOREIGN 
CORPORATION 
SEC. 100. No foreign corporations subject to the provisions of this 
Act shall transact in the District any business for the conduct of 
which a domestic corporation may not be organized or which is pro-
hibited to a domestic corporation. 
A foreign corporation which shall 
have received a certificate of authority under this Act shall, until a 
certificate of revocation or of withdrawal shall have been issued as 
provided in this Act, enjoy the same rights and privileges as, but no 
greater rights and privileges than, a domestic corporation organized 
for the purposes set forth in the application pursuant to which such 
certificate of authority is issued; and, except as in this Act otherwise 
provided, shall be subject to the same duties, restrictions, penalties, 
and liabilities now or hereafter imposed upon a domestic corporation 
of like character. 
CORPORATE NAME OF FOREIGN 
CORPORATIONS 
SEC. 101. No certificate of authority shall be issued to a foreign 
corporation— 
(a) Which has a name the same as, or deceptively similar to, the 
name of any domestic corporation, or that of any corporation organ-
ized under any Act of Congress authorizing the formation of corpo-
rations under the laws of the District of Columbia, or that of any 
corporation created pursuant to any special Act of Congress to trans-
act business in the District of Columbia, or that of any foreign cor-
poration authorized to transact business in the District of Columbia, 
or a name the exclusive right to which is, at the time, reserved in the 
manner provided in this Act. 
(b) The name of which does not contain the word "corporation", 
"company", "incorporated", or "limited", or does not contain an abbre-
viation of one of said words, unless such corporation, for use in the 
District, adds at the end of its name one of such words or an 
abbreviation thereof. 
CHANGE OF NAME BY FOREIGN CORPORATION 
SEC 102. Whenever a foreign corporation which is admitted to 
transact business in the District shall change its name to one under 
which a certificate of authority to transact business in the District 
would not be granted to it on application therefor, the authority of 
such corporation to transact business in the District shall be suspended 
and it shall not thereafter transact any business in the District until it 
68 S T A T . ] 
PUBLIC LAW 3 8 9 - J U N E 8, 1954 
221 
has changed its name to a name which is available to it under the laws 
of the District. 
APPLICATION FOR CERTIFICATE OF AUTHORITY 
SEC. 103. A foreign corporation may procure a certificate of authority 
to transact business in the District by making application therefor to 
the Commissioners, which application shall set forth— 
(a) The name of the corporation and the State under the laws of 
which it is organized. 
(b) If the name of the corporation does not contain one of the words 
"corporation", "company", "incorporated", "limited", or does not con-
tain an abbreviation of one of such words, then the name of the 
corporation with the word or abbreviation which it elects to add thereto 
for use in the District. 
(c) The date of its incorporation and the period of its duration. 
(d) The address, including street and number, if any, of its prin-
cipal office in the State under the laws of which it is organized. 
(e) The address, including street and number, if any, of its proposed 
registered office in the District, and the name of its proposed registered 
agent in the District at such address, 
(f) The name or names of the State or States, if any, in which it is 
admitted or qualified to transact business. 
(g) The purpose or purposes for which it was organized and which 
it proposes to pursue in the transaction of business in the District. 
(h) The names and respective addresses, including street and 
number, if any, of its directors and officers. 
(i) A statement of the aggregate number of shares which it has 
authority to issue, itemized by classes, par value of shares, shares 
without par value, and series, if any, within a class. 
(j) A statement of the aggregate number of its issued shares item-
ized by classes, par value of shares, shares without par value, and 
series, if any, within a class. 
(k) Such additional information as may be necessary or appro-
priate in order to enable the Commissioners to determine whether 
such corporation is entitled to a certificate of authority to transact 
business in the District. 
Such application shall be made on forms 
prescribed and furnished by the Commissioners and shall be executed 
m duplicate by the corporation by its president or a vice president, 
and verified by him, and the corporate seal shall be thereto affixed, 
attested by its secretary or an assistant secretary. 
FILING OF D O C U M E N T S ON APPLICATION FOR CERTIFICATE OF AUTHORITY 
SEC. 104. (a) There shall be delivered to the Commissioners (1) 
duplicate originals of the application of the corporation for a cer-
tificate of authority, and (2) a copy of its articles of incorporation 
and all amendments thereto, duly certified by the proper officer of the 
State wherein it is incorporated. 
(b) If, according to law, a cerificate of authority to transact busi-
ness in the District should be issued to such corporation, the Commis-
sioners shall, when all fees and charges have been paid as in this Act 
prescribed— 
(1) endorse on each of such documents the word "Filed", and 
the month, day, and year of the filing tliereof; 
(2) file in their office one of such duplicate originals of the 
application and the copy of the articles of incorporation and 
amendments thereto; 
222 
PUBLIC LAW 389-JUNE 8, 1954 
[68 STAT. 
(3) issue a certificate of authority to transact business in the 
District, to which they shall affix the other duplicate original 
application. 
(c) The certificate of authority with the duplicate original of the 
application affixed thereto by the Commissioners shall be recorded in 
the office of the Recorder of Deeds. 
EFFECT OF CERTIFICATE OF AUTHORITY 
SEC. 105. Upon the issuance of a certificate of authority by the 
Commissioners, the corporation shall have the right to transact busi-
ness in the District for those purposes set forth in its application, 
subject, however, to the right of the District to suspend or to revoke 
such right to transact business in the District as provided in this Act. 
REGISTERED OFFICE AND REGISTERED AGENT OF FOREIGN CORPORATION 
SEC. 106. (a) Each foreign corporation authorized to transact busi-
ness in the District shall have and continuously maintain in the 
District— 
(1) a registered office which may be, but need not be, the same 
as its place of business in the District; 
(2) a registered agent, which agent may be either an individ-
ual, resident in the District, whose business office is identical with 
such registered office, or a corporation authorized by its articles 
of incorporation to act as such agent and authorized to transact 
business in the District having a business office identical with such 
registered office. 
(b) The address, including street and number, if any, of the initial 
registered office, and the name of the initial registered agent of each 
foreign corporation shall be as stated in its application for a certificate 
of authority to transact business in the District. 
CHANGE OF REGISTERED OFFICE OR REGISTERED AGENT OF FOREIGN 
CORPORATION 
SEC. 107. (a) A foreign corporation may from time to time change 
the address of its registered office. A foreign corporation shall change 
its registered agent if the office of registered agent shall become vacant 
for any reason, or if its registered agent becomes disqualified or 
incapacitated to act, or if it revokes the appointment of its regis-
tered agent. 
(b) A foreign corporation may change the address of its registered 
office or change its registered agent, or both, by filing with the Com-
' 
missioners a statement setting forth— 
(1) the name of the corporation; 
(2) the address, including street and number, if any, of its 
then registered office; 
(3) if the address of its registered office be changed, the address 
including street and number, if any, to which the registered office 
is to be changed; 
(4) the name of its then registered agent; 
(5) if its registered agent be changed, the name of its successor 
iv ; registered agent; 
(6) that the address of its registered office and the address of 
the business office of its registered agent, as changed, will be 
identical; 
(7) that such change was authorized by resolution duly 
adopted by the board of directors or was authorized by an 
officer of the corporation duly empowered to make such change. 
68 STAT.] 
PUBLIC LAW 389-JUNE 8, 1954 
223 
(c) Such statement shall be executed in duplicate by the corpora-
tion by its president or a vice president, and verified by him, and the 
corporate seal shall be thereto affixed, attested by its secretary or an 
assistant secretary, and shall be delivered to the Commissioners. 
If 
the Commissioners find that such statement conforms to the pro-
visions of this Act, they shall— 
(1) endorse on each of such duplicate originals the word 
"Filed", and the month, da^, and year of the filing thereof; 
(2) file one of such duplicate originals in their office; 
(3) the other duplicate original shall be recorded in the office 
of the Recorder of Deeds. 
(d) The change of address of the registered office, or the change 
of registered agent, or both, as the case may be, shall become effective 
upon the filing of such statement by the Commissioners. 
SERVICE 
OF 
PROCESS 
ON FOREIGN CORPORATION 
SEC. 108. (a) Service of process in any suit, action, or proceeding, 
or service of any notice or demand required or permitted by laAv to 
be served on a foreign corporation, may be made on such corporation 
by service thereof on the registered agent of such corporation. 
Serv-
ice of any such process, notice, or demand upon a corporate agent, as 
such agent, may be had by delivering a copy of such process, notice, or 
demand to the president, vice president, the secretary, or an assistant 
secretary of such corporate agent. 
During any period within which 
a foreign corporation authorized to transact business in the District 
shall fail to appoint or maintain in the District a registered agent, or 
whenever any such registered agent cannot with reasonable diligence 
be found at the registered office in the District of such corporation, or 
whenever the certificate of authority of any foreign corporation shall 
be revoked, then and in every such case the Commissioners shall be an 
agent and representative of such foreign corporation upon whom any 
process, notice, or demand may be served. 
Service on the Commis-
sioners of any such foreign corporation shall be made by delivering to 
and leaving with them, or with any clerk having charge of their 
office, duplicate copies of such process, notice, or demand. 
In the 
event any process, notice, or demand is served on the Commissioners, 
they shall immediately cause one of such copies to be forwarded by 
registered mail, addressed to such corporation at its principal office 
as the same appears in the records of the Commissioners. 
Any serv-
ices so had on the Commissioners shall be returnable in not less than 
thirty days: Provided^ however^ That, if a period of less than or 
greater than thirty days is prescribed by law or by rules of a court in 
the District or the rules or regulations of any agency of the United 
States or of the District, such prescribed period shall govern. 
(b) Nothing herein contained shall limit or affect the right to serve 
any process, notice, or demand required or permitted by law to be 
served upon a foreign corporation in any other manner now or here-
after permitted by law. 
(c) The Commissioners shall keep a record of all processes, notices, 
and demands served upon them under this section, and shall record 
therein the time of such service and their action with reference 
thereto. 
AMENDMENT TO ARTICLES OF INCORPORATION OF FOREIGN CORPORATION 
SEC. 109. "Wlienever the articles of incorporation of a foreign cor-
poration authorized to transact business in the District are amended, 
such foreign corporation shall forthwith file with the Commissioners 
a copy of such amendment duly certified by the proper officer of the 
224 
PUBLIC LAW 389-JUNE 8, 1954 
[68 ST 
A T . 
State under the laws of which such corporation is organized; but the 
filing thereof shall not of itself enlarge or alter the purpose or pur-
poses which such corporation is authorized to pursue in the transac-
tion of business in the District, nor authorize such corporation to 
transact business in the District under any other name than the name 
set forth in its certificate of authority. 
MERGER OF FOREIGN CORPORATION AUTHORIZED TO TRANSACT 
BUSINESS 
I N THE DISTRICT 
SEC. 110. Whenever a foreign corporation authorized to transact 
business in the District shall be a party to a statutory merger per-
mitted by the laws of the State under which it is organized, and such 
corporation shall be the surviving corporation, it shall forthwith file 
with the Commissioners a copy of the articles of merger duly certified 
by the proper officer of the State under the laws of which such statu-
tory merger was effected; and it shall not be necessary for such cor-
poration to procure either a new or amended certificate of authority 
to transact business in the District unless the name of such corpora-
tion be changed thereby or unless the corporation desires to pursue 
in the District other or additional purposes than those which it is 
then authorized to transact in the District. 
AMENDED CERTIFICATE OF AUTHORITY 
S E C 111. (a) A foreign corporation authorized to transact business 
in the District shall secure an amended certificate of authority in the 
event it changes its corporate name, or desires to pursue in the Dis-
trict other or additional purposes than those set forth in its prior appli-
cation for a certificate of authority, by making application therefor 
to the Commissioners. 
(b) The requirements in respect to the form and contents of such 
application, the manner of its execution, the filing of duplicate orig-
inals thereof with the Commissioners, the issuance of an amended 
certificate of authority and the effect thereof shall be the same as in 
the case of an original application for a certificate of authority. 
A N N U A L REPORT OF FOREIGN CORPORATIONS 
SEC. 112. Each foreign corporation authorized to transact business 
in the District shall file on or before April 15 of each year with the 
Commissioners an annual report setting forth— 
(a) The name of the corporation and the State under the laws of 
which it is organized. 
(b) If the name of the corporation does not contain one of the 
w^ords "corporation'*, "company", "incorporated'', or "limited", or 
does not contain an abbreviation of one of such words, then the name 
of the corporation with the word or abbreviation which it has elected 
to add thereto for use in the District. 
(c) The date of its incorporation and the period of its duration. 
(d) The address, including street and number, if any, of its principal 
office in the State under the laws of which it is organized. 
(e) The address, including street and number, if any, of its regis-
tered office in the District, and the name of its registered agent at such 
address. 
(f) The name or names of the State or States other than the District, 
if any, in which it is admitted or qualified to transact business. 
(g) A brief statement of the character of the business in which it is 
actually engaged in the District. 
68 S T A T . ] 
PUBLIC LAW 389-JUNE 8, 1954 
225 
(h) The names and respective addresses, including street and num-
ber, if any, of its directors and officers. 
(i) A statement of the aggregate number of shares which the corpo-
ration has authority to issue, and the aggregate number of its issued 
shares, itemized by classes, par value of shares, shares without par 
value, and series, if any, within a class. 
Such annual report shall be made on forms prescribed and furnished 
by the Commissioners and the information therein contained shall be 
given as of the date of the execution of the report. 
It shall be executed 
by the corporation by its president, vice president, secretary, assistant 
secretary, or treasurer, and verified by the officer making the report, 
and the corporate seal shall be thereto affixed. 
WITHDRAWAL OF FOREIGN CORPORATION 
SEC. 113. (a) A foreign corporation authorized to transact business 
in the District may withdraw from the District upon procuring from 
the Commissioners a certificate of withdrawal. 
In order to procure 
such certificate of withdrawal, such foreign corporation shall file with 
the Commissioners an application for withdrawal. 
(b) The application for withdrawal shall set forth— 
(1) the name of the corporation and the State under the laws 
of which it is organized; 
(2) that it is not transacting business in the District; 
(3) that it surrenders its authority to transact business in the 
District; 
(4) that it revokes the authority of its registered agent in the 
District to accept service of process and consents that service of 
process in any suit, action, or proceeding based upon any cause of 
action arising in the District during the time it was authorized 
to transact business in the District may thereafter be made on 
such corporation by service thereof on the Commissioners; 
(5) a post-office address to which the Commissioners may mail 
a copy of any process against the corporation that may be served 
on him; 
(6) such information as may be necessary or appropriate in 
order to enable the Commissioners to determine and assess any 
unpaid fees payable by such foreign corporation as in this Act 
prescribed. 
(c) The application for withdrawal shall be made on forms pre-
scribed and furnished by the Commissioners and shall be executed 
by the corporation by its president or a vice president, and verified by 
liim, and the corporate seal shall be thereto affixed, attested by its sec-
retary or an assistant secretary, or, if the corporation is in the hands of 
a receiver or trustee, the same shall be executed on behalf of the cor-
})oration by such receiver or trustee and verified by him. 
FILING OF APPLICATION FOR WITHDRAWAL 
SEC. 114. (a) Duplicate originals of such application for withdrawal 
shall be delivered to the Commissioners. Upon receipt thereof they 
shall examine the same, and, if they find that it conforms to the pro-
visions of this Act, they shall, when all fees and charges have been 
paid as in this Act prescribed— 
(1) endorse on each of such duplicate originals the word 
"Filed", and the month, day, and year of the filing thereof; 
(2) file one of such duplicate originals in their office; 
(3) issue a certificate of withdrawal to which they shall affix 
the other duplicate original. 
39777 O—55—pt. 1 
17 
226 
PUBLIC LAW 389-JUNE 8, 1954 
[68 S T A T . 
(b) The certificate of withdrawal, together with the duplicate origi-
nal of the application for withdrawal affixed thereto, shall be recorded 
in the office of the Recorder of Deeds. Upon the issuance of such 
certificate of withdrawal, the authority of the corporation to transact 
business in the District shall cease. 
REVOCATION OF CERTIFICATE OF AUTHORITY 
SEC. 115. The certificate of authority of a foreign corporation to 
transact business in the District may be revoked by the Commissioners 
when they find that— 
(a) The certificate of authority of the corporation was procured 
through fraud practiced upon the District; or 
(b) The corporation has continued to exceed or abuse the authority 
conferred upon it by this Act; or 
(c) The corporation has failed for a period of ninety days to pay 
any fees, charges, or penalties prescribed by this Act; or 
(d) The corporation has failed for ninety days to appoint and 
maintain a registered agent in the District; or 
(e) The corporation has failed for thirty days after change of its 
registered office or registered agent to file with the Commissioners a 
statement of such change; or 
(f) The corporation has failed to file its annual report as required 
by this Act; or 
(g) The corporation for a period of two years has not transacted 
any business in the District; or 
(h) The corporation has failed to file with the Commissioners a 
duly authenticated copy of each amendment to its articles of incor-
poration within thirty days after such amendment becomes effective: 
or 
(i) A misrepresentation has been made of any material matter 
in any application, report, affidavit, or other document submitted by 
such corporation pursuant to this Act, in which event the Commis-
sioners shall give not less than thirty days' notice forwarded by reg-
istered mail, addressed to such corporation at its principal office as 
the same appears in the records of the Commissioners or at its regis-
tered office in the District, of their intent to revoke the certificate of 
authority. 
ISSUANCE OF CERTIFICATE OF REVOCATION 
• SEC 116. (a) Upon revoking any such certificate of authority, the 
Commissioners shall— 
(1) issue a certificate of revocation in duplicate; 
(2) file one of such certificates in his office; 
(3) mail to such corporation at its registered office in the Dis-
trict a notice of such revocation. 
The certificate of revocation, 
together withi the duplicate original affixed thereto, shall be 
recorded in the office of the Recorder of Deeds. 
(b) Upon the issuance of such certificate of revocation, the author-
ity of the corporation to transact business in the District shall cease. 
EFFECT OF REVOCATION OR WITHDRAWAL UPON ACTIONS AND CONTRACTS 
SEC. 117. The revocation of certificate of authority or the voluntary 
withdrawal of a foreign corporation whereby its authority to do busi-
ness in the District shall cease and be determined, shall not affect any 
action then pending, nor affect any right of action upon any contract 
made by the corporation in the District before such revocation or 
withdrawal, and, in any action upon any liability or obligation so 
incurred before the revocation or withdrawal, the process against 
68 S T A T . ] 
PUBLIC LAW 389-JUNE 8, 1954 
227 
the corporation may be served, after the filing thereof, upon tlie 
Commissioners. 
APPLICATION TO FOREIGN CORPORATIONS TRANSACTING BUSINESS ON THE 
EFFECTIVE DATE OF THIS ACT 
SEC. 118. Foreign corporations transacting business in the District at 
the time this Act takes effect for a purpose or purposes for which a 
certificate of authority is required under the provisions of this Act 
shall, within six months after the effective date of this Act, procure a 
certificate of authority and shall otherwise comply with all applicable 
provisions of this Act. 
Failure to secure a certificate of authority 
within the time provided in this section shall subject the corporation to 
all the penalties, liabilities, and restrictions provided in this Act for 
transacting business without a certificate of authority. 
TRANSACTING BUSINESS WITHOUT CERTIFICATE OF AUTHORITY 
SEC. 119. (a) No foreign corporation which is subject to the provi-
sions of this Act and which transacts business in the District without 
a certificate of authority shall be permitted to maintain an action at 
law or in equity in any court of the District until such corporation 
shall have obtained a certificate of authority. 
Nor shall an action 
at law or in equity be maintained in any court of the District by any 
successor or assignee of such corporation on any right, claim, or 
demand arising out of the transaction of business by such corpora-
tion in the District until a certificate of authority shall have been 
obtained by such corporation or by a corporation which has acquired 
all or substantially all of its assets. 
(b) The failure of a foreign corporation to obtain a certificate 
of authority to transact business in the District shall not impair the 
validity of any contract or act of such corporation, and shall not pre-
vent such corporation from defending any action at law or suit in 
equity in any court of the District. 
(c) A foreign corporation which transacts business in the District 
without a certificate of authority shall be liable to the District, for the 
years or parts thereof during which it transacted business in the Dis-
trict without a certificate of authority, in an amount equal to all fees 
and other charges which would have been imposed by this Act upon 
such corporation had it duly applied for and received a certificate 
of authority to transact business in the District as required by this 
Act and thereafter filed all reports required by this Act; and in addi-
tion thereto it shall be liable for a penalty of not in excess of $500. 
The Commissioners shall bring proceedings to recover all amounts 
due the District under the provisions of this section. 
Such charges 
and penalties shall be paid to the District before any certificate of 
authority is issued to such foreign corporation. 
COMMISSIONERS; DUTIES AND FUNCTIONS 
SEC, 120. (a) The Commissioners shall be charged with the admin-
istration and enforcement of this Act. 
Said Commissioners are 
authorized to employ such personnel as may be necessary for the 
administration of this Act, within appropriations made by Congress. 
The compensation of such personnel shall be fixed in accordance with 
the provisions of the Classification Act of 1949, as amended. 
63 stat. 954. 
(b) The Commissioners may transfer any or all of the functions 
s use 1071 note, 
vested in them by this Act to any agent designated by them pursuant 
to the provisions of this Act, or to any office or agency established by 
them pursuant to Reorganization Plan Numbered 5 of 1952. 
^6 stat. 824. 
•^ 
D. C. Code title 
1 ^pp. 
228 
PUBLIC LAW 389-JUNE 8, 1954 
[68 STAT. 
(c) The Commissioners of the District of Columbia shall provide 
a distinctive official seal, ^vhich shall be the seal of the District of 
Columbia surrounded by a border in which shall appear such legend 
as the Commissioners may determine. 
(d) Every certificate and other document or paper executed by the 
Commissioners, in pursuance of any authority conferred upon them 
by this Act, and sealed with the seal prescribed by subsection (b) 
hereof, and all copies of such papers as well as of documents and 
other papers filed in accordance Avith the provisions of this Act, 
when certified by them and authenticated by said seal, shall have the 
same force and effect as evidence as would the originals thereof in 
any action or proceeding in any court and before a public officer, or 
official body. 
(e) The Commissioners are authorized to attend and participate 
in the meetings of national organizations of State officials having 
supervision over corporations, and of the committees thereof, and 
there is hereby authorized to be appropriated such sums as may be 
necessary to defray the expenses of attendance at such meetings and 
to pay such annual dues or other fees as may be necessary to mem-
bership in said organizations. 
The Commissioners are 
further 
authorized to visit the corporation departments of the various States 
when in their judgment such visits are necessary or desirable in con-
nection with the organization or proper conduct of any office or agency 
established by them. 
(f) The Commissioners are authorized to make, modify, and 
enforce siich regulations as they may deem necessary to carry out 
the provisions of this Act, prescribed penalties for the violation of 
any such regulations not exceeding a fine of $300 or imprisonment for 
ninety days, or both, and to prescribe such forms and procedures for 
use in the conduct of the business of any office or agency established 
by them as they may deem appropriate. 
FEES AND LICENSE TAXES, AND CHARGES 
SEC. 121. (a) There are hereby imposed the following fees and 
charges: 
(1) fees for filing documents and issuing certificates; 
(2) license fees; 
(3) miscellaneous charges. 
(b) The Commissioners shall charge for— 
(1) filing articles of incorporation, $20; 
(2) filing amendment to articles of incorporation, $20; 
(3) filing articles of merger or consolidation, $20; 
(4) filing a statement of intent to dissolve, $5; 
(5) filing articles of reincorporation, $20; 
(6) filing articles of dissolution, $10; 
(7) filing statement of change of address of registered office 
or change of registered agent, or both, $1; 
(8) filing statement of the establishment of a series of shares, 
$5; 
(9) filing an application of a foreign corporation for certifi-
cate of authority to transact business in the District and issuing 
a certificate of authority, $20; 
(10) filing an application for reservation of a corporate name 
or for a renewal of reservation, $5; 
(11) filing notice of transfer of a reserved corporate name, $5: 
(12) filing an application of a foreign corporation for amended 
certificate of authority to transact business in the District and 
issuing an amended certificate of authority, $20; 
68 S T A T . ] 
PUBLIC LAW 389-JUNE 8, 1954 
229 
(13) filing a copy of amendment to the articles of incorpora-
tion of a foreign corporation holding a certificate of authority to 
transact business in the District, $5; 
(14) filing a copy of articles of merger of a foreign corporation 
holding a certificate of authority to transact business in the Dis-
trict, $20; 
(15) filing an application for withdrawal of a foreign corpora-
tion and issuing a certificate of withdrawal, $5; 
(16) filing application for reinstatement of a domestic or for-
eign corporation and issuing certificate of reinstatement, $50; 
(17) filing any other statement or report, except an annual 
report, of a domestic or foreign corporation, $1; 
(18) for indexing each document filed, except an annual report, 
of a domestic or a foreign corporation, $2; 
(19) for furnishing a certified copy of any document, instru-
ment, report, or paper relating to a corporation, $5. 
(c) An initial license fee is hereby imposed as follows: 
(1) Every domestic corporation upon the filing of its articles of 
incorporation shall pay, in addition to any other fees and charges 
imposed by this Act, the sum of 2 cents for each authorized share of 
its capital stock up to and including ten thousand shares, and the sum 
of 1 cent for each additional authorized share up to and including 
fifty thousand shares, and the sum of one-half of 1 cent for each addi-
tional authorized share in excess of fifty thousand shares: Provided, 
That in any case in which the articles of incorporation, of a domestic 
corporation authorizes par value shares having a par value per share 
other than $100 per share, then, in respect to such shares only, the 
aggregate par value of all of such shares shall be divided by the figure 
100 and the quotient so obtained shall be the number of shares for 
the purpose of the initial license tax as to such shares: And 
promded 
further^ That in no case shall the initial license fee payable be less 
than $10. 
(2) Every domestic corporation upon the filing of any amendment 
of its articles of incorporation effecting an increase of its authorized 
capital stock, in addition to any other fees and charges imposed by 
this Act, a sum equal to the difference between the initial license fee 
computed at the rates provided in paragraph (b) (1) of this section 
on the total of the authorized number of shares, including the pro-
posed increase and the initial license fee so computed on the total 
of the authorized number of shares excluding said increase: Provided, 
That in no case shall the sum payable be less than $10. 
(3) Upon filing of an agreement of consolidation or an agreement 
of merger, if the corporation created in the case of an agreement of 
consolidation, or the corporation surviving in the case of an agree-
ment of merger shall be a domestic corporation, then in addition to 
any other fees and charges imposed by this Act, a sum equal to the 
difference between the initial license fee computed at the rates pro-
vided in paragraph (b) (1) of this section upon the total of the 
authorized number of shares of the corporation created bv such con-
solidation or surviving in the case of a merger and the initial license 
fee so computed upon the aggregate amount of the total authorized 
number of shares such of the constituent corporation as are domestic 
corporations: Provided further, That in no case shall the sum payable 
as an initial license fee be less than $20. 
(d) Each foreign corporation authorized under the provisions of 
this Act to do business in the District shall pay an annual report fee of 
$10, which sum shall be paid at the time of the filing of the annual 
report required of such corporations under the provisions of this Act. 
(e) Each domestic corporation organized, incorporated, or rein-
280 
PUBLIC LAW 389-JUNE 8, 1954 
[68 STAT* 
corporated under the provisions of this Act shall pay, at the rate here-
inafter set out, an annual report fee based upon the amount of its 
total authorized capital stock on the 15th day of March immediately 
preceding the date on which such annual report is due to be filed. The 
annual report fee shall be paid at the time of filing the annual report 
required of such corporations under the provisions of this Act. 
The 
amount of the annual report fee shall be as follows: 
Where the total authorized capital stock does not exceed $25,000, 
$15; where the total authorized capital stock exceeds $25,000, but does 
not exceed $100,000, $25; where the total authorized capital stock 
exceeds $100,000, but does not exceed $300,000, $40; where the total 
authorized capital stock exceeds $300,000, but does not exceed $500,000, 
$70; where the total authorized capital stock exceeds $500,000, but does 
not exceed $1,000,000, $100; and a further sum of $50 for each $1,000,-
000, or fraction thereof, in excess of $1,000,000. 
Shares without par 
value, for the purpose of ascertaining the amount of the annual report 
fee, but for no other purpose, shall be taken to be of the par value of 
$100 each. 
(f) In the case of a newly organized corporation, the amount of the 
annual report fee to be paid at the time of the filing of its first annual 
report shall be an amount at the rates provided in subsection (e) of this 
section prorated on a monthly basis for the period from the date its 
certificate of incorporation or reincorporation was filed with the Com-
missioners to the April 15 on which said first annual report is due to 
be filed. 
(g) If the annual report fee of any domestic corporation is unpaid 
on the April 15 on which the same is due, the annual report fee shall 
bear interest at the rate of 1 per centum per month until paid. 
(h) All taxes, fees, and charges provided for in this Act shall be 
paid to the Commissioners and deposited in the Treasury of the United 
States to the credit of the District. 
i./i 
^ 
EFFECT OF FAILURE TO PAY ANNUAL REPORT FEE OR TO FILE ANNUAL REPORT 
SEC. 122. If any corporation incorporated or reincorporated under 
this Act, or any foreign corporation having a certificate of authority 
issued under this Act, shall for two consecutive years fail or refuse to 
pay any annual report fee or fees payable under this Act, or fail or 
refuse to file any annual report as required by this Act for two consecu-
tive years, then, in the case of a domestic corporation, the articles of 
incorporation shall be void and all powers conferred upon such corpo-
ration are declared inoperative, and, in the case of a foreign corpora-
tion, the certificate of authority shall be revoked and all powers 
conferred thereunder shall be inoperative. 
PROCLAMATION OF REVOCATION 
SEC. 123. (a) On the second Monday in September of each year, the 
Commissioners shall issue a proclamation listing the names of all 
domestic corporations and all foreign corporations which have failed 
or refused to pay any annual report fee or fees or failed or refused to 
file any annual report as required by this Act for two consecutive years 
next preceding June 30 in the year in which such proclamation is issued 
and upon the issuance of such proclamation the articles of incorpora-
tion or the certificate of authority, as the case may be, shall be void 
and all powers thereunder inoperative without further proceedings of 
any kind. 
(b) The proclamation of the Commissioners shall be filed in their 
office and shall be published once during the month of September in 
each of two daily newspapers of general circulation in the District of 
68 S T A T . ] 
PUBLIC LAW 389-JUNE 8, 1954 
231 
Columbia. A certified copy of the proclamation shall be transmitted 
to the Recorder of Deeds and he shall cause notation of the fact of 
revocation to be made upon the articles of incorporation of each 
domestic corporation listed in said proclamation. 
(c) Upon publication of the proclamation of revocation as provided 
in this Act each domestic corporation listed in such proclamation shall 
be deemed to have been dissolved without further legal proceedings 
and each such corporation shall cease to carry on its business and shall 
proceed to collect its assets, convey and dispose of such of its properties 
as are not to be distributed in kind to its shareholders, pay, satisfy, and 
discharge its liabilities and obligations and do all other acts required 
to liquidate its business and affairs, and, after paying or adequately 
providing for the payment of all of its obligations, distribute the 
remainder of its assets, either in cash or in kind, among its shareholders 
according to their respective rights and interest. 
(d) All domestic corporations the articles of incorporation of 
which are revoked by proclamation or the term of existence of which 
expires by limitation set forth in its articles of incorporation shall 
nevertheless be continued for the term of three years from the date 
of such revocation or expiration bodies corporate for the purpose of 
prosecuting and defending suits by or against them, and of enabling 
them gradually to collect their assets, convey and dispose of such of 
their properties as are not to be distributed in kind to their share-
holders, pay, satisfy, and discharge their liabilities and obligations 
and do all other acts required to liquidate their business and affairs, 
and, after paying or adequately providing for the payment of all its 
obligations, to distribute the remainder of their assets, either in cash 
or in kind among their shareholders according to their respective 
rights and interests, but not for the purpose of continuing the busi-
ness for which such corporation shall have been organized: Provided^ 
however, That with respect to any action, suit, or proceeding begun 
or commenced by or against a corporation prior to such revocation 
or expiration and with respect to any action, suit, or proceeding begun 
or commenced by or against such corporation within three years after 
the date of such revocation or expiration, such corporation shall only 
for the purpose of such actions, suits, or proceedings so begun or com-
menced be continued bodies corporate beyond said three-year period 
and until any judgments, orders, or decrees therein shall be fully 
executed. 
PENALTY FOR CARRYING ON BUSINESS AFTER ISSUANCE OF 
PROCLAMATION 
SEC. 124. Any corporation, person, or persons who shall exercise 
or attempt to exercise any powers under articles of incorporation of 
a domestic corporation or under a certificate of authority of a foreign 
corporation which has been revoked shall be deemed guilty of a mis-
demeanor and shall be punished by a fine not exceeding $500 or by 
imprisonment not exceeding one year, or both, in the discretion of the 
court. 
CORRECTION 
OF 
ERROR 
IN 
PROCLAMATION 
SEC. 125. Whenever it is established to the satisfaction of the Com-
missioners that any corporation named in said proclamation has not 
failed or refused to pay any annual report fee or file any annual report 
for two consecutive years, or has been inadvertently included in the 
list of corporations as so failing or refusing to pay annual report fees 
or file reports, the Commissioners are authorized to correct such mis-
take by issuing a proclamation to that effect and restoring the articles 
232 
PUBLIC LAW 389-JUNE 8, 1954 
[68 STAT. 
of incorporation or certificate of authority, as the case may be, into 
good standing with like effect as if such proclamation of revocation, 
as to such corporation, had not been issued. 
RESERVATION OF NAME OF PROCLAIMED CORPORATION 
SEC. 126. The Commissioners shall reserve the names of all corpora-
tions the articles of incorporation of which have been revoked and of 
all foreign corporations the certificates of authority of which have 
been revoked until December 31 of the year in which the proclamation 
of revocation was issued and no domestic corporation shall be formed 
nor the name of any such domestic corporation changed to a name the 
same as or deceptively similar to such reserved name nor shall any 
foreign corporation be authorized to do business under a name the same 
as or deceptively similar to such reserved name. 
REINSTATEMENT OF PROCLAIMED CORPORATIONS 
SEC. 127, Upon filing a petition for reinstatement by a proclaimed 
corporation accompanied by the filing of the delinquent reports, or 
payment of delinquent annual report fee or fees in full, or both, as the 
case may be, plus interest thereon as provided by this Act, together 
with any penalties imposed by this Act, and upon payment of the 
reinstatement fee provided by this Act at any time after the date of the 
issuance of the proclamation, the Commissioners, if they find that all 
of the documents offered for filing conform to law, shall file them in 
their office and shall issue their certificate of reinstatement which shall 
have the effect of annulling the revocation proceedings theretofore 
taken as to such corporation and such corporation shall have such 
powers, rights, duties, and obligations as it had at the time of the issu-
ance of the proclamation with the same force and effect as to such 
corporation as if the proclamation had not been issued. 
PENALTY FOR FAILURE TO FILE A N N U A L REPORT ON TIME 
SEC. 128. Any corporation organized under this Act or any foreign 
corporation having a certificate of authority under this Act which fails 
or refuses to file the annual report required by this Act to be filed on 
April 15 of each year shall pay a penalty of $25. 
PENALTY FOR FAILURE TO MAINTAIN REGISTERED OFFICE OR 
REGISTERED AGENT 
SEC. 129. Any corporation incorporated or reincorporated under 
this Act, or any foreign corporation which has been issued a certificate 
of authority under this Act, which fails or refuses to maintain a reg-
istered office or a registered agent in the District of Columbia, in 
accordance with the provisions of this Act shall be deemed to be 
guilty of a misdemeanor and upon conviction thereof by a court of 
competent jurisdiction shall be fined in an amount not exceeding $500. 
EFFECT OF NONPAYMENT OF FEES 
SEC. 130. (a) The Commissioners shall not file any articles, state-
ments, certificates, reports, applications, notices, or other papers relat-
ing to any corporation, domestic or foreign, organized under or sub-
ject to the provisions of this Act, until all fees and charges provided 
to be paid in connection therewith shall have been paid to him or 
while the corporation is in default in the payment of any fees, charges, 
or penalties herein provided to be paid by or assessed against it. 
68 S T A T . ] 
PUBLIC LAW 389-JUNE 8, 1954 
233 
(b) No corporation required to pay a fee, charge, or penalty under 
this Act shall maintain in the District of Columbia any action at law 
or suit in equity until all such fees, charges, and penalties have been 
paid in full. 
PENALTIES; VIOLATION OR FAILURE A MISDEMEANOR 
SEC. 131. Any person, or corporation, who violates any provision 
of this Act, or fails to comply with any provision thereof, for which 
violation or failure no penalty is provided therein or elsewhere in the 
laws of the District of Columbia, shall be deemed guilty of a misde-
meanor and upon conviction thereof by a court of competent juris-
diction shall be fined not exceeding $500 for each and every violation 
or failure. 
RIGHTS AND IMMUNITIES OF WITNESSES 
SEC. 132. No person shall be excused from testifying or from pro-
ducing books, accounts, and papers in any proceeding based upon or 
growing out of any violation of the provisions of this Act, on the 
ground or for the reason that the testimony or evidence, documentary 
or otherwise, required of him may tend to incriminate him or subject 
him to penalty or forfeiture; but no person having so testified shall 
be prosecuted or subjected to any penalty or forfeiture for or on 
account of any transaction, matter, or thing concerning which he may 
have testified or produced any documentary evidence: Provided^ That 
no person so testifying shall be exempted from prosecution or pun-
ishment for perjury: Provided further^ That the immunity hereby 
conferred shall extend only to a natural person who, in obedience to 
a subpena gives testimony under oath or produces evidence, docu-
mentary or otherwise, under oath. 
MONOPOLIES AND RESIRAINT OF TRADE 
SEC. 133. Nothing in this Act shall be interpreted to authorize a 
corporation to do any act in violation of the common law or the 
statutes relating to the District of Columbia or of the United States 
with respect to monopolies and illegal restraint of trade. 
WAIVER OF NOTICE 
SEC. 134. Whenever any notice whatever is required to be given 
under the provisions of this Act or under the provisions of the articles 
of incorporation or bylaws of any corporation, a waiver thereof in 
Avriting signed by the person or persons entitled to such notice, 
whether before or after the time stated therein, shall be deemed 
equivalent to the giving of such notice. 
VOTING R F : Q U I R E M E N T S o r ARTICLES OF INCORPORATION 
SEC. 135. Whenever, with respect to any action to be taken by the 
shareholders of a corporation, the articles of incorporation require 
the vote or concurrence of the holders of a greater proportion of the 
shares, or of any class or series thereof, than required by this Act 
with respect to such action, the provisions of the articles of incorpora-
tion shall control. 
234 
PUBLIC LAW 389-JUNE 8, 1954 
[68 STAT. 
INFORMAL ACTION B T SHAREHOLDERS 
SEC. 136. Any action required by this Act to be taken at a meeting 
of the shareholders of a corporation, or any other action which may 
be taken at a meeting of the shareholders, may be taken without a 
meeting if a consent in writing, setting forth the action so taken, 
shall be signed by all of the shareholders entitled to vote with respect 
to the subject matter thereof. In the event that the action which is 
consented to is such as would have required the filing of a certificate 
under any section of this Act, if such action had been voted upon by 
the shareholders at a meeting thereof, the certificate filed under sucn 
section shall state that written consent has been given hereunder, in 
lieu of stating that the shareholders have voted upon the corporate 
action in question, if such last-mentioned statement is required 
thereby. 
APPEAL FROM COMMISSIONERS 
SEC. 137. (a) If the Commissioners shall fail to approve any articles 
of incorporation, amendment, merger, consolidation, or dissolution, or 
any other document required by this Act to be approved by the Com-
missioners before the same shall be filed in their office, they shall, within 
ten days after the delivery thereof to them give written notice of their 
disapproval to the person or corporation, domestic or foreign, deliver-
ing the same, specifying the reasons therefor. 
From such disapproval 
such person or corporation may appeal to the United States District 
Court for the District of Columbia, by filing with the clerk of such 
court a petition setting forth a copy of the articles or other document 
sought to be filed and a copy of the written disapproval thereof by the 
Commissioners; whereupon the matter shall be tried de novo by the 
court, and the court shall either sustain the action of the Commissioners 
or direct them to take such action as the court may deem proper, 
(b) If the Commissioners shall revoke the certificate of authority 
to transact business in the District of any foreign corporation, pursuant 
to the provisions of this Act, such foreign corporation may likewise 
appeal to the United States District Court for the District of Columbia, 
by filing with the clerk of such court a petition setting forth a copy of 
its certificate of authority to transact business in the District and a 
copy of the notice of revocation given by the Commissioners; where-
upon the matter shall be tried de novo by the court and the court shall 
either sustain the action of the Commissioners or direct them to take 
such action as the court may deem proper. 
(c) Appeals from all final orders and judgments entered by the 
United States District Court for the District of Columbia under this 
section in review of any ruling or decision of the Commissioners may 
be taken to the United States Circuit Court of Appeals for the District 
of Columbia by either party to the proceeding within sixty days after 
service on such party of a copy of the order or judgment of the United 
States District Court for the District of Columbia. 
C E R T I F I C A T E S AND CERTIFIED COPIES OF CERTAIN DOCUMENTS TO BE 
RECEIVED I N EVIDENCE 
SEC. 138. All certificates issued by the Commissioners in accordance 
with the provisions of this Act, and all copies of documents filed in 
their office in accordance with the provisions of this Act when certified 
by them, shall be taken and received in all courts, public offices, and 
official bodies as prima facie evidence of the facts therein stated. 
A 
certificate by the Commissioners under the seal of their office, as to 
the existence or nonexistence of the facts relating to corporations 
which would not appear from a certified copy of any of the foregoing 
68 S T A T . ] 
PUBLIC LAW 389-JUNE 8, 1954 
235 
documents or certificates shall be taken and received in all courts, 
public offices, and official bodies as prima facie evidence of the existence 
or nonexistence of the facts therein stated. 
UNAUTHORIZED ASSUMPTION OF CORPORATE POWERS 
SEC. 139. All persons who assume to act as a corporation without 
authority so to do shall be jointly and severally liable for all debts 
and liabilities incurred or arising as a result thereof. 
FORMS TO B E F U R N I S H E D B T COMMISSIONERS 
SEC. 140. All reports required by this Act to be filed in the office of 
the Commissioners shall be made on forms which shall be prescribed 
and furnished by the Commissioners. 
Forms for all other documents 
to be filed in the office of the Commissioners shall be furnished by 
the Commissioners on request therefor, but the use thereof, unless 
otherwise specifically prescribed in this Act, shall not be mandatory. 
REINCORPORATION OR INCORPORATION OF EXISTING CORPORATIONS 
SEC. 141. Any corporation which is either— 
(1) organized and existing under the laws of the District of 
Columbia on the date this Act takes effect and which is organized 
for profit and for a purpose or purposes authorized by this Act; or 
(2) created under the provisions of a special Act of Congress 
to transact business in the District of Columbia for profit and for 
purposes authorized by this Act; 
may avail itself of the provisions of this Act and may become rein-
corporated or incorporated hereunder in the following alternative 
manner: 
I. REINCORPORATION 
(a) The board of directors shall adopt a resolution declaring it 
advisable in the judgment of the board that the corporation should be 
reincorporated under the provisions of this Act and further setting 
forth the following statements for articles of incorporation under this 
' 
Act: 
(1) The name which the corporation elects to be reincorporated 
under and which shall contain the word "corporation", "company", 
"incorporated", or "limjited", or shall contain an abbreviation of one 
of said words. 
(2) The designation of the address, including street and number, 
if any, of its registered office in the District of Columbia; and the 
name of its registered agent at such address. 
(3) The purpose or purposes for which the corporation was organ-
ized and which it will hereafter carry on. 
(4) The aggregate number of shares which the corporation was 
authorized to issue and, if said shares were of one class only, the par 
value of such shares, or a statement that all were without par value, 
as the case may be; or if said shares were divided into classes, tli«». 
number of shares of each class, if any, that have a par value and the 
par value of each share of each such class, and the number of shares 
of each class, if any, that are without par value. 
(5) If the shares were divided into classes, the designation of each 
class and a statement of the preferences, qualificat^ions, limitations, 
restrictions, and the special or relative rights in respect of the shares of 
each class and whether the shares of any class have full, limited, or no 
voting power. 
(6) The number of directors of the corporation. 
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PUBLIC LAW 389-JUNE 8, 1954 
[68 S T A T . 
(7) Any other provisions, not inconsistent with law, or this Act, 
for the regulation of the internal affairs of the corporation. 
(8) That it elects to surrender its existing charter and to be rein-
corporated under and subject to the provisions of this Act. 
It shall not be necessary to set forth in the articles of reincorpora-
tion any of the corporate powers enumerated in this Act. 
(b) Written or printed notice setting forth the proposed articles 
of reincorporation or a summary thereof shall be given to each share-
holder of record within the time and in the manner provided in this 
Act for giving notice of meetings of shareholders. 
(c) At such meeting a vote of the shareholders sliall be taken on 
the proposed reincorporation and it shall be adopted upon receiving 
the affirmative vote of the holders of two-thirds of the outstanding 
shares unless two or more classes of shares are issued in which event 
it shall be adopted upon receiving the affirmative vote of two-thirds of 
the outstanding shares of each class issued. 
(d) Upon receiving such approval, articles of reincorporation shall 
be executed in duplicate by the corporation by its president or vice 
president, and verified by him, and the corporate seal shall be thereto 
affixed, attested by its secretary or an assistant secretary, and delivered 
to the Commissioners. 
(e) If the Commissioners find that the articles of reincorporation 
conform to law, they shall, when all fees and charges have been paid 
as in this Act prescribed— 
(1) endorse on each of such duplicate originals the word 
"Filed", and the month, day, and year of the filing thereof; 
(2) file one of such duplicate originals in their office; 
(3) issue a certificate of reincorporation to which they shall 
attach the other duplicate original, 
(f) The certificate of reincorporation, together with the duplicate 
original of the articles of reincorporation affixed thereto, shall be 
recorded in the office of the Recorder of Deeds. 
II. INCORPORATION 
EFFECT OF FILING ARTICLES OF REINCORPORATION 
(a) By filing with the Commissioners a copy of its charter, or articles 
of incorporation, then in effect, certified by the secretary of said corpo-
ration, together with a certificate executed on behalf of the corporation 
by the president or a vice president and the secretary or the assistant 
secretary setting forth the following: 
(1) The name of the corporation, which shall contain the word 
"corporation", "company", "incorporated", or "limited", or shall end 
with an abbreviation of one of said words. 
(2) The designation of the address, including street and number, if 
any, of its registered office in the District of Columbia; and the name 
of its registered agent at such address. 
(3) The purpose or purposes for which the corporation was organ-
ized and which it will hereafter carry on. 
(4) The aggregate number of shares which the corporation was 
authorized to issue and, if said shares were of one class only, the par 
value of such shares, or a statement that all were without par value, 
as the case may be; or if said shares were divided into classes, the 
number of shares of each class, if any, that have a par value and the 
par value of each share of each such class, and the number of shares of 
each class, if any, that are without par value. 
(5) If the shares were divided into classes, the designation of each 
class and a statement of the preferences, qualifications, limitations, 
restrictions, and the special or relative rights in respect of the shares of 
68 S T A T . ] 
PUBLIC LAW 3 8 9 - J U N E 8, 1954 
237 
each class and whether the shares of any class have full, limited, or no 
voting power. 
(6) The number of directors of the corporation. 
(7) Any other provisions, not inconsistent with law, or this Act, for 
the regulation of the internal affairs of the corporation. 
It shall not be necessary to set forth in such certificate any of the 
corporate powers enumerated in this Act. 
(b) A copy of a resolution of the board of directors certified to by 
the secretary of such corporation which shows that said board believes 
it advisable that the corporation should elect to avail itself of the pro-
visions of this Act and become incorporated hereunder. 
(c) A certificate of the secretary of such corporation to the effect 
that such action by the corporation has been ratified and approved 
by the affirmative vote of not less than a majority of the outstanding 
shares of capital stock of such corporation entitled to vote. 
(d) If the Commissioners find that such papers conform to law, 
they shall accept them for filing in the same manner as herein pro-
vided for the filing of articles of incorporation, 
EFFECT OF FILING ARTICLES OF REINCORPORATION OR CERTIFICATES OF 
INCORPORATION 
SEC. 142. Upon the issuance of articles of reincorporation or the 
certificate of incorporation by the Commissioners the existence of the 
corporation shall be continued under this Act and the corporation 
shall be entitled to and be possessed of all the privileges, franchises, 
and powers and subject to all the provisions of this Act as fully and 
to the same extent as if such corporation had been originally incor-
porated under this Act; and all privileges, franchises, and powers 
theretofore belonging to said corporation and all property, real, per-
sonal, and mixed, and all debts due on whatever account, and all 
choses in action, and all and every other interest of or belonging to 
or due such corporation shall be and the same are hereby ratified, 
approved, and confirmed and assured to such corporation with like 
effect and to all intents and purposes as if the same had been origi-
nally acquired through incorporation under this Act: Provided^ how-
ever^ That any corporation thus reincorporating or incorporating 
under the provisions of this Act shall be subject to all the contracts, 
debts, claims, duties, liabilities, and obligations of the corporations 
thus reincorporated or incorporated as if such reincorporation or in-
corporation had not taken place and neither the rights of creditors 
nor any liens upon the property of any such corporation shall be 
impaired by such reincorporation or incorporation. 
Such reincor-
porated or incorporated corporation shall not be subject to the pay-
ment of the initial license tax provided by this Act. 
TRANSFER OF DUTIES OF RECORDER OF DEEDS 
SEC. 143. (a) All powers conferred and all duties imposed upon 
the Recorder of Deeds of the District of Columbia by any Act of 
Congress in relation to the organization of corporations, the amend-
ment of certificates of incorporation or charters of corporations, 
change in capital stock, change of name, reincorporation, dissolution, 
or other corporate action are on the effective date of this Act hereby 
transferred to, imposed upon, and shall be exercised or performed by 
the Commissioners; and wherever the words "Recorder of Deeds*' 
or other words denoting that officer appear in any of the Acts of 
Congress relating to the organization of corporations under the laws 
of the District of Columbia, or to amendments to the certificate of 
incorporation or charter of any corporation organized and existing 
238 
PUBLIC LAW 389-JUNE 8, 1954 
[68 STAT. 
under any of such Acts, or to changes of name, changes of capital 
stock, reincorporation, dissolution, or other corporate action of any 
such corporation, whether such words relate to the powers and duties 
of such oflScer in relation to organization of corporations under any 
such Acts, or to any of the corporate acts hereinbefore enumerated 
or are used in connection with the imposition of obligations or duties 
or the conferring of rights or privileges upon corporations or other 
persons, such words shall be construed to mean the Commissioners. 
All fees and charges, except as hereinafter provided, now chargeable 
by the Recorder of Deeds for doing the work or performing the serv-
ices hereby transferred to the Commissioners shall, after the effective 
date of this Act, be chargeable by the Commissioners. On and after 
the effective date of this Act all certificates of incorporation or char-
ters for the organization of corporations under any Act of Congress 
authorizing the formation of corporations under the laws of the 
District of Columbia, or for the amendment of any such certificate 
of incorporation or charter, changes in capital stock, reincorporation, 
dissolution, or other corporate action under any such Act, shall be 
delivered to the Commissioners in duplicate original. If the Com-
missioners find that any such document conforms to law, they shall, 
when all fees have been paid as prescribed by law— 
(1) endorse on each such duplicate original the word "Filed", 
and the month, day, and year of the filing thereof; 
(2) file one of such duplicate originals in their office; 
(3) the other duplicate original shall be recorded in the office 
of the Recorder of Deeds. 
(b) The filing of such document in the office of the Commissioners 
shall have the same force and effect as the recordation of lodging for 
recordation of certificates of incorporation and other corporate docu-
ments hereinbefore enumerated, formerly had in the office of the 
Recorder of Deeds. 
(c) Upon the effective date of this Act, the Commissioners shall 
take possession of all original books, papers, and records theretofore 
filed, recorded, used, or acquired by the Recorder of Deeds in the 
exercise of the powers and in the performance of the duties hereby 
transferred to the Commissioners, but nothing herein contained shall 
require the Recorder of Deeds to transfer any copies or transcripts 
of corporate papers that may constitute part of the records of his 
office. 
CONSTITUTIONALrrr 
SEC. 144. The invalidity of any portion of this Act shall not affect 
the validity of any other portion thereof which can be given effect 
without such invalid part. 
RIGHT OP REPEAL RESERVED 
SEC. 145. Congress reserves the right to alter, amend, or repeal this 
Act, or any part thereof, or any certificate of incorporation or certifi-
cate of authority issued pursuant to its provisions. 
TIME OF TAKING EFFECT 
SEC. 146. This Act shall take effect one hundred and eighty days 
after the date of its approval, and thereafter no corporation eligible 
to be formed under this Act shall be incorporated under any other 
Act or statute now in force in the District of Columbia. 
68 
S T A T . ] 
PUBLIC LAW 390-JUNE 8, 1954 
239 
APPROPRIATION OF FUNDS 
SEC. 147. There are hereby authorized to be appropriated from any 
moneys in the Treasury of the United States to the credit of the 
District of Columbia, such amounts as may be necessary to carry into 
effect the provisions of this Act. 
Approved June 8, 1954. 
Public Law 390 
CHAPTER 270 
AN ACT 
To amend the Act entitled "An Act to provide for the purchase of public lands 
for home and other sites", approved June 1,1938 (52 Stat. 609), as amended. 
June 8,1954 
[H. R. 2512] 
Be it enacted hy the Senate and House of Representatives 
of the 
United States of America in Congress assembled^ That the Act entitled 
"An Act to provide for the purchase of public lands for home and other 
sites", approved June 1, 1938 (52 Stat. 609), as amended by the Act 
approved July 14,1945 (59 Stat. 467; 43 U. S. C, sec. 682a), is amended 
to read as follows: 
"That the Secretary of the Interior, in his discretion, is authorized 
to sell or lease to any person or organization described in section 3 
of this Act a tract of not exceeding five acres of any vacant, unreserved 
public lands, public lands withdrawn by Executive Orders Numbered 
6910 of November 26, 1934, and 6964 of February 5, 1935, for classifi-
cation, or public lands withdrawn or reserved by the Secretary of the 
Interior for any purposes, which the Secretary may classify as chiefly 
valuable for residence, recreation, business, or community site pur-
poses, if he finds that such sale or lease of the lands would not un-
reasonably interfere with the use of water for grazing purposes nor 
unduly impair the protection of watershed areas, in reasonably com-
pact form and under such rules and regulations as he may prescribe, 
at a price to be determined by him, for such use: Provided^ That no 
land may be sold hereunder unless it has been surveyed. 
No person or 
organization shall be permitted to purchase or lease more than one 
tract under the provisions of this Act, except upon a showing of good 
faith and reasons satisfactory to the Secretary. 
"SEC. 2. No tract shall be sold for less than the cost of making any 
survey necessary to describe properly the land sold. Patents for all 
tracts purchased under the provisions of this Act shall contain a reser-
vation to the United States of the oil, gas, and all other mineral 
deposits, together with the right to prospect for, mine, and remove the 
same under applicable law and such regulations as the Secretary may 
prescribe. 
"SEC. 3. A lease may be issued or a sale made under this Act 
to any of the following: (a) An individual who is a citizen of the 
United States, or who has filed his declaration of intention to become 
a citizen as required by the naturalization laws; (b) a partnership or 
an association, each of the members of which is a citizen of the United 
States or has filed a declaration of intention to become a citizen; (c) 
a corporation, including nonprofit corporations, organized under the 
laws of the United States, or of any State or Territory thereof, and 
authorized to do business in the State or Territory in which the land 
is located; (d) a State, Territory, municipality, or other governmen-
tal subdivision. 
Public lands. 
Home s i t e pur-
chases, etc. 
Reservation to 
U.S. 
Lease or sale.