reglab/housing_qa huggingface dataset:
DC Code § 29-302.02 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 3 - Business Corporations|Subchapter II - Incorporation|§ 29-302.02. Articles of incorporation

(a) The articles of incorporation shall set forth: (1) A corporate name for the corporation that satisfies §§ 29-103.01 and 29-103.02(a); (2) The number of shares the corporation is authorized to issue; (3) The information required by § 29-104.04; and (4) The name and address of each incorporator. (b) The articles of incorporation may set forth: (1) The names and addresses of the individuals who are to serve as the initial directors; (2) Provisions not inconsistent with law regarding: (A) The purpose or purposes for which the corporation is organized; (B) Managing the business and regulating the affairs of the corporation; (C) Defining, limiting, and regulating the powers of the corporation, its board of directors, and shareholders; (D) A par value for authorized shares or classes of shares; (E) The imposition of personal liability on shareholders for the debts of the corporation to a specified extent and upon specified conditions; (3) Any provision that under this chapter is required or permitted to be set forth in the bylaws; (4) A provision eliminating or limiting the liability of a director to the corporation or its shareholders for money damages for any action taken, or any failure to take any action, as a director, except liability for: (A) The amount of a financial benefit received by a director to which the director is not entitled; (B) An intentional infliction of harm on the corporation or the shareholders; (C) A violation of § 29-306.32; or (D) An intentional violation of criminal law; and (5) A provision permitting or making obligatory indemnification of a director for liability, as defined in § 29-306.50, to any person for any action taken, or any failure to take any action, as a director, except liability for: (A) Receipt of a financial benefit to which the director is not entitled; (B) An intentional infliction of harm on the corporation or its shareholders; (C) A violation of § 29-306.32; or (D) An intentional violation of criminal law. (c) The articles of incorporation need not set forth any of the corporate powers enumerated in this chapter. (d) Provisions of the articles of incorporation may be made dependent upon facts objectively ascertainable outside the articles of incorporation in accordance with § 29-301.04.  (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)  Section References This section is referenced in § 29-101.06, § 29-306.31, § 29-306.51, § 29-306.53, § 29-307.03, and § 29-1303.02.
DC Code § 29-302.03 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 3 - Business Corporations|Subchapter II - Incorporation|§ 29-302.03. Incorporation

(a) Unless a delayed effective date is specified, the corporate existence shall begin when the articles of incorporation are filed. (b) The Mayor’s filing of the articles of incorporation shall be conclusive proof that the incorporators satisfied all conditions precedent to incorporation, except in a proceeding by the District to cancel or revoke the incorporation or involuntarily dissolve the corporation.  (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
DC Code § 29-302.04 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 3 - Business Corporations|Subchapter II - Incorporation|§ 29-302.04. Liability for preincorporation transactions

All persons purporting to act as or on behalf of a corporation, knowing there was no incorporation under this chapter, shall be jointly and severally liable for all liabilities created while so acting.  (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
DC Code § 29-302.05 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 3 - Business Corporations|Subchapter II - Incorporation|§ 29-302.05. Organization of corporation

(a) After incorporation: (1) If initial directors are named in the articles of incorporation, the initial directors shall hold an organizational meeting, at the call of a majority of the directors, to complete the organization of the corporation by appointing officers, adopting bylaws, and carrying on any other business brought before the meeting; (2) If initial directors are not named in the articles, the incorporator or incorporators shall hold an organizational meeting at the call of a majority of the incorporators to elect: (A) Directors and complete the organization of the corporation; or (B) A board of directors who shall complete the organization of the corporation. (b) Action required or permitted by this chapter to be taken by incorporators at an organizational meeting may be taken without a meeting if the action taken is evidenced by one or more written consents describing the action taken and signed by each incorporator. (c) An organizational meeting may be held in or outside of the District.  (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
DC Code § 29-302.06 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 3 - Business Corporations|Subchapter II - Incorporation|§ 29-302.06. Bylaws

(a) The incorporators or board of directors of a corporation shall adopt initial bylaws for the corporation. (b) The bylaws of a corporation may contain any provision for managing the business and regulating the affairs of the corporation that is not inconsistent with law or the articles of incorporation.  (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
DC Code § 29-302.07 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 3 - Business Corporations|Subchapter II - Incorporation|§ 29-302.07. Emergency bylaws

(a) Unless the articles of incorporation provide otherwise, the board of directors of a corporation may adopt bylaws to be effective only in an emergency defined in subsection (d) of this section. The emergency bylaws, which shall be subject to amendment or repeal by the shareholders, may make all provisions necessary for managing the corporation during the emergency, including: (1) Procedures for calling a meeting of the board of directors; (2) Quorum requirements for the meeting; and (3) Designation of additional or substitute directors. (b) All provisions of the regular bylaws consistent with the emergency bylaws shall remain effective during the emergency. The emergency bylaws shall not be effective after the emergency ends. (c) Corporate action taken in good faith in accordance with the emergency bylaws: (1) Binds the corporation; and (2) Shall not be used to impose liability on a corporate director, officer, employee, or agent. (d) An emergency exists for the purposes of this section if a quorum of the corporation’s directors cannot readily be assembled because of some catastrophic event.  (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
DC Code § 29-303.01 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 3 - Business Corporations|Subchapter III - Purposes and Powers|§ 29-303.01. Purposes

(a) Every corporation incorporated under this chapter shall have the purpose of engaging in any lawful business unless a more limited purpose is set forth in the articles of incorporation. (b) A corporation engaging in a business that is subject to regulation under another law of the District may incorporate under this chapter only if permitted by, and subject to all limitations of, the other law.  (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)  Section References This section is referenced in § 29-1302.01.
DC Code § 29-303.03 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 3 - Business Corporations|Subchapter III - Purposes and Powers|§ 29-303.03. Emergency powers

(a) In anticipation of or during an emergency defined in subsection (d), the board of directors of a corporation may: (1) Modify lines of succession to accommodate the incapacity of any director, officer, employee, or agent; and (2) Relocate the principal office, designate alternative principal offices or regional offices, or authorize the officers to do so. (b) During an emergency defined in subsection (d) of this section, unless emergency bylaws provide otherwise: (1) Notice of a meeting of the board of directors need be given only to those directors whom it is practicable to reach and may be given in any practicable manner, including by publication, radio, and messages sent over the Internet; and (2) One or more officers of the corporation present at a meeting of the board of directors may be deemed to be directors for the meeting, in order of rank and within the same rank in order of seniority, as necessary to achieve a quorum. (c) Corporate action taken in good faith during an emergency under this section to further the ordinary business affairs of the corporation: (1) Binds the corporation; and (2) Shall not be used to impose liability on a corporate director, officer, employee, or agent. (d) An emergency exists for the purposes of this section if a quorum of the corporation’s directors cannot readily be assembled because of some catastrophic event.  (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
DC Code § 29-303.04 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 3 - Business Corporations|Subchapter III - Purposes and Powers|§ 29-303.04. Ultra vires

(a) Except as otherwise provided in subsection (b) of this section, the validity of corporate action may not be challenged on the ground that the corporation lacks, or lacked, power to act. (b) A corporation’s power to act may be challenged in a proceeding by: (1) A shareholder against the corporation to enjoin the act; (2) The corporation, directly, derivatively, or through a receiver, trustee, or other legal representative, against an incumbent or former director, officer, employee, or agent of the corporation; or (3) The Attorney General for the District of Columbia under § 29-312.20. (c) In a shareholder’s proceeding under subsection (b)(1) of this section to enjoin an unauthorized corporate act, the Superior Court may enjoin or set aside the act, if equitable and if all affected persons are parties to the proceeding, and may award damages for loss, other than anticipated profits, suffered by the corporation or another party because of enjoining the unauthorized act.  (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
DC Code § 29-307.03 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 3 - Business Corporations|Subchapter VII - Domestication|§ 29-307.03. Articles of domestication

(a) After the domestication of a foreign business corporation has been authorized as required by the laws of the foreign jurisdiction, articles of domestication must be signed by any officer or other duly authorized representative. The articles shall set forth: (1) The name of the corporation immediately before the filing of the articles of domestication and, if that name is unavailable for use in the District or the corporation desires to change its name in connection with the domestication, a name that satisfies the requirements of § 29-103.02(a); (2) The jurisdiction of incorporation of the corporation immediately before the filing of the articles of domestication and the date the corporation was incorporated in that jurisdiction; and (3) A statement that the domestication of the corporation in the District was duly authorized as required by the laws of the jurisdiction in which the corporation was incorporated immediately before its domestication in the District. (b)(1) The articles of domestication shall contain: (A) All of the provisions that § 29-302.02(a) requires to be set forth in articles of incorporation and any other desired provisions that § 29-302.02(b) permits to be included in articles of incorporation; or (B) Have attached articles of incorporation. (2) For the purposes of paragraph (1) of this subsection, provisions that would not be required to be included in restated articles of incorporation may be omitted. (c) The articles of domestication shall be delivered to the Mayor for filing and take effect at the effective time provided in § 29-102.03. (d) If the foreign corporation is authorized to do business in the District under subchapter V of Chapter 1 of this title, its certificate of registration shall be canceled automatically on the effective date of its domestication.  (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
DC Code § 29-307.04 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 3 - Business Corporations|Subchapter VII - Domestication|§ 29-307.04. Surrender of charter upon domestication

(a) Whenever a domestic business corporation has adopted and approved, in the manner required by this subchapter, a plan of domestication providing for the corporation to be domesticated in a foreign jurisdiction, articles of charter surrender shall be signed on behalf of the corporation by any officer or other duly authorized representative. The articles of charter surrender shall set forth: (1) The name of the corporation; (2) A statement that the articles of charter surrender are being filed in connection with the domestication of the corporation in a foreign jurisdiction; (3) A statement that the domestication was duly approved by the shareholders and, if voting by any separate voting group was required, by each such separate voting group, in the manner required by this chapter and the articles of incorporation; and (4) The corporation’s new jurisdiction of incorporation. (b) The articles of charter surrender shall be delivered by the corporation to the Mayor for filing. The articles of charter surrender shall be effective on the effective time provided in § 29-102.03.  (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
DC Code § 29-307.06 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 3 - Business Corporations|Subchapter VII - Domestication|§ 29-307.06. Abandonment of a domestication

(a) Unless otherwise provided in a plan of domestication of a domestic business corporation, after the plan has been adopted and approved as required by this subchapter, and at any time before the domestication has become effective, it may be abandoned by the board of directors without action by the shareholders. (b) If a domestication is abandoned under subsection (a) of this section after articles of charter surrender have been delivered to the Mayor for filing but before the domestication has become effective, a statement that the domestication has been abandoned in accordance with this section, signed by an officer or other duly authorized representative, shall be delivered to the Mayor for filing prior to the effective date of the domestication. The statement shall be effective upon filing and the domestication shall be deemed abandoned and shall not become effective. (c) If the domestication of a foreign business corporation in the District is abandoned in accordance with the laws of the foreign jurisdiction after articles of domestication have been delivered to the Mayor for filing, a statement that the domestication has been abandoned, signed by an officer or other duly authorized representative, shall be delivered to the Mayor for filing. The statement shall be effective upon filing and the domestication shall be deemed abandoned and shall not become effective.  (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(c)(22), 59 DCR 13171.)  Effect of Amendments The 2013 amendment by D.C. Law 19-210 substituted “delivered to the Mayor for filing” for “filed with the Mayor” in (b) and (c). Editor's Notes Application of Law 19-210: Section 7 of D.C. Law 19-210 provided that the act shall apply as of January 1, 2012.
DC Code § 29-309.01 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 3 - Business Corporations|Subchapter IX - Merger and Share Exchanges|§ 29-309.01. Definitions

For the purposes of this subchapter, the term: (1) “Acquired corporation” means the domestic or foreign corporation whose shares are acquired in a share exchange. (2) “Acquiring corporation” means the domestic or foreign corporation that acquires shares in a share exchange. (3) “Merger” means a business combination pursuant to § 29-309.02. (4) “Party to a merger” or “party to a share exchange” means any domestic or foreign corporation that will: (A) Merge under a plan of merger; (B) Acquire shares of another corporation or an eligible entity in a share exchange; or (C) Have all of its shares or all of one or more classes or series of its shares acquired in a share exchange. (5) “Share exchange” means a business combination pursuant to § 29-309.03. (6) “Survivor” in a merger means the corporation into which one or more other corporations are merged. A survivor of a merger may preexist the merger or be created by the merger.  (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
DC Code § 29-309.03 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 3 - Business Corporations|Subchapter IX - Merger and Share Exchanges|§ 29-309.03. Share exchange

(a) Through a share exchange: (1) A domestic business corporation may acquire all of the shares of one or more classes or series of shares of another domestic or foreign business corporation in exchange for shares or other securities, eligible interests, obligations, rights to acquire shares or other securities, cash, other property, or any combination of the foregoing, pursuant to a plan of share exchange; or (2) All of the shares of one or more classes or series of shares of a domestic business corporation may be acquired by another domestic or foreign business corporation in exchange for shares or other securities, eligible interests, obligations, rights to acquire shares or other securities, cash, other property, or any combination of the foregoing, pursuant to a plan of share exchange. (b) A foreign business corporation may be a party to a share exchange only if the share exchange is permitted by the laws under which the corporation is incorporated. (c) The plan of share exchange shall include: (1) The name of the acquired corporation and the name of the acquiring corporation; (2) The terms and conditions of the share exchange; (3) The manner and basis of exchanging shares of the acquired corporation into shares or other securities, eligible interests, obligations, rights to acquire shares, other securities, or eligible interests, cash, other property, or any combination of the foregoing; and (4) Any other provisions required by the laws under which any party to the share exchange is incorporated or by the articles of incorporation of any party. (d) Terms of a plan of share exchange may be made dependent on facts objectively ascertainable outside the plan in accordance with § 29-301.04. (e) The plan of share exchange may also include a provision that the plan may be amended by the directors or shareholders of a domestic acquired corporation; provided, that the shareholders that were entitled to vote on the plan shall be entitled to vote on any amendment of the plan that will change: (1) The amount or kind of shares or other securities, eligible interests, obligations, rights to acquire shares, other securities or eligible interests, cash, or other property to be issued by the corporation or to be received under the plan by the shareholders of the acquired corporation; or (2) Any of the other terms or conditions of the plan if the change would adversely affect such shareholders in any material respect. (f) This section shall not limit the power of a domestic corporation to acquire shares of another corporation in a transaction other than a share exchange. (g) A share exchange or interest exchange in which a business corporation and another form of entity are parties shall be governed by Chapter 2 of this title.  (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)  Section References This section is referenced in § 29-309.01.
DC Code § 29-309.05 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 3 - Business Corporations|Subchapter IX - Merger and Share Exchanges|§ 29-309.05. Merger between parent and subsidiary or between subsidiaries

(a) A domestic parent corporation that owns shares of a domestic or foreign subsidiary corporation that carry at least 90% of the voting power of each class and series of the outstanding shares of the subsidiary that have voting power may merge the subsidiary into itself or into another such subsidiary, or merge itself into the subsidiary, without the approval of the board of directors or shareholders of the subsidiary, unless the articles of incorporation of any of the corporations otherwise provide, and unless, in the case of a foreign subsidiary, approval by the subsidiary’s board of directors or shareholders is required by the laws under which the subsidiary is organized. (b) If, under subsection (a) of this section, approval of a merger by the subsidiary’s shareholders is not required, the parent corporation shall, within 10 days after the effective date of the merger, notify each of the subsidiary’s shareholders that the merger has become effective. (c) Except as otherwise provided in subsections (a) and (b) of this section, a merger between a parent and a subsidiary shall be governed by the provisions of this subchapter applicable to mergers generally.  (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)  Section References This section is referenced in § 29-309.04, § 29-311.01, § 29-311.02, § 29-311.10, and § 29-311.12.
DC Code § 29-309.06 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 3 - Business Corporations|Subchapter IX - Merger and Share Exchanges|§ 29-309.06. Articles of merger or share exchange

(a) After a plan of merger or a plan of share exchange involving a domestic acquired corporation has been adopted and approved as required by this chapter, articles of merger or share exchange shall be signed on behalf of each party to the merger or the acquired corporation in the share exchange by any officer or other duly authorized representative. The articles shall set forth: (1) The names of the parties to the merger or share exchange; (2) If the articles of incorporation of the survivor of a merger are amended, or if a new corporation is created as a result of a merger, the amendments to the survivor’s articles of incorporation or the articles of incorporation of the new corporation; (3) If the plan of merger or share exchange required approval by the shareholders of a domestic corporation that was a party to the merger or share exchange, a statement that the plan was duly approved by the shareholders and, if voting by any separate voting group was required, by each such separate voting group, in the manner required by this chapter and the articles of incorporation; (4) If the plan of merger or share exchange did not require approval by the shareholders of a domestic corporation that was a party to the merger or share exchange, a statement to that effect; and (5) As to each foreign corporation that was a party to the merger or share exchange, a statement that the participation of the foreign corporation was duly authorized as required by the laws of the foreign jurisdiction. (b) Articles of merger or share exchange shall be delivered to the Mayor for filing by the survivor of the merger or the acquiring corporation in a share exchange and shall be effective at the effective time provided in § 29-102.03.  (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(c)(24), 59 DCR 13171.)  Effect of Amendments The 2013 amendment by D.C. Law 19-210 substituted “signed” for “executed” in (a). Editor's Notes Application of Law 19-210: Section 7 of D.C. Law 19-210 provided that the act shall apply as of January 1, 2012.