reglab/statecodes huggingface dataset:
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 4 - Nonprofit Corporations › Subchapter XII - Dissolution › Part A - Voluntary Dissolution › § 29–412.06. Known claims against dissolved corporation

§ 29–412.06. Known claims against dissolved corporation.
(a) A dissolved nonprofit corporation may dispose of the known claims against it by delivering notice to its known claimants of the dissolution at any time after its effective date.
(b) The notice shall be in the form of a record and:
(1) Describe information that shall be included in a claim;
(2) Provide a mailing address where a claim may be sent;
(3) State the deadline, which may not be fewer than 120 days from the effective date of the notice, by which the dissolved nonprofit corporation must receive the claim; and
(4) State that the claim will be barred if not received by the deadline.
(c) A claim against the dissolved nonprofit corporation shall be barred if the claimant:
(1) That was given notice under subsection (b) of this section does not deliver the claim to the dissolved corporation by the deadline; or
(2) Whose claim was rejected by the dissolved corporation does not commence a proceeding to enforce the claim within 90 days from the effective date of the rejection notice.
(d) For purposes of this section, the term “claim” does not include a contingent liability or a claim based on an event occurring after the effective date of dissolution.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Section References
This section is referenced in § 29-412.07, § 29-412.09, and § 29-412.23.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 4 - Nonprofit Corporations › Subchapter XII - Dissolution › Part A - Voluntary Dissolution › § 29–412.07. Other claims against dissolved corporation

§ 29–412.07. Other claims against dissolved corporation.
(a) A dissolved nonprofit corporation may publish notice of its dissolution and request that persons with claims against the dissolved corporation present them in accordance with the notice.
(b) The notice shall:
(1) Be published one time in a newspaper of general circulation in the District, or, if there was no office in the District, where its principal office is or was last located;
(2) Describe the information that must be included in a claim and provide a mailing address where the claim must be sent; and
(3) State that a claim against the dissolved corporation will be barred unless a proceeding to enforce the claim is commenced within 3 years after the publication of the notice.
(c) If the dissolved nonprofit corporation publishes a newspaper notice in accordance with subsection (b) of this section, the claim of each of the following claimants shall be barred unless the claimant commences a proceeding to enforce the claim against the dissolved corporation within 3 years after the publication date of the newspaper notice:
(1) A claimant that was not given notice under § 29-412.06;
(2) A claimant whose claim was timely sent to the dissolved corporation but not acted on; or
(3) A claimant whose claim is contingent or based on an event occurring after the effective date of dissolution.
(d) A claim that is not barred by § 29-412.06(b) or § 29-412.07(c) may be enforced:
(1) Against the dissolved nonprofit corporation, to the extent of its undistributed assets; or
(2) Except as otherwise provided in § 29-412.08(d), if the assets have been distributed in liquidation, against any person, other than a creditor of the dissolved corporation, to whom the corporation distributed its property to the extent of the distributee’s pro rata share of the claim or the corporate assets distributed to the distributee in liquidation, whichever is less, but a distributee’s total liability for all claims under this section shall not exceed the total amount of assets distributed to the distributee.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Section References
This section is referenced in § 29-412.08, § 29-412.09, and § 29-412.23.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 4 - Nonprofit Corporations › Subchapter XII - Dissolution › Part A - Voluntary Dissolution › § 29–412.08. Court proceedings

§ 29–412.08. Court proceedings.
(a) A dissolved nonprofit corporation that has published a notice under § 29-412.07 may file an application with the Superior Court for a determination of the amount and form of security to be provided for payment of claims that are contingent or have not been made known to the dissolved corporation or that are based on an event occurring after the effective date of dissolution but that, based on the facts known to the dissolved corporation, are reasonably estimated to arise after the effective date of dissolution. Provision need not be made for any claim that is or is reasonably anticipated to be barred under § 29-412.07(c).
(b) Within 10 days after the filing of the application, notice of the proceeding must be given by the dissolved nonprofit corporation to each claimant holding a contingent claim whose contingent claim is shown on the records of the dissolved corporation.
(c) The Superior Court may appoint a guardian ad litem to represent all claimants whose identities are unknown in any proceeding brought under this section. The reasonable fees and expenses of the guardian, including all reasonable expert witness fees, shall be paid by the dissolved nonprofit corporation.
(d) Provision by the dissolved nonprofit corporation for security in the amount and the form ordered by the Superior Court under subsection (a) of this section shall satisfy the dissolved corporation’s obligations with respect to claims that are contingent, have not been made known to the dissolved corporation, or are based on an event occurring after the effective date of dissolution, and such claims shall not be enforced against a person that received assets in liquidation.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(d)(19), 59 DCR 13171.)
Section References
This section is referenced in § 29-412.07 and § 29-412.09.
Effect of Amendments
The 2013 amendment by D.C. Law 19-210 substituted “Court” for “Judicial” in the section heading.
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.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 4 - Nonprofit Corporations › Subchapter XII - Dissolution › Part A - Voluntary Dissolution › § 29–412.09. Directors’ duties

§ 29–412.09. Directors’ duties.
(a) Directors shall cause the dissolved nonprofit corporation to discharge or make reasonable provision for the payment of claims and make distributions of assets after payment or provision for claims.
(b) Directors of a dissolved nonprofit corporation that has disposed of claims under § 29-412.06, § 29-412.07, or § 29-412.08 shall not be liable for breach of § 29-412.09(a) with respect to claims against the dissolved corporation that are barred or satisfied under § 29-412.06, § 29-412.07, or § 29-412.08.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 4 - Nonprofit Corporations › Subchapter XII - Dissolution › Part B - Judicial Dissolution or Other Equitable Relief › § 29–412.21. Procedure for judicial dissolution

§ 29–412.21. Procedure for judicial dissolution.
(a) It shall not be necessary to make directors or members parties to a proceeding to dissolve a nonprofit corporation unless relief is sought against them individually.
(b) The Superior Court, in a proceeding brought to dissolve a nonprofit corporation, may issue injunctions, appoint a receiver or custodian pendente lite with all powers and duties the court directs, take other action required to preserve the corporate assets wherever located, and carry on the activities of the corporation until a full hearing can be held.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 4 - Nonprofit Corporations › Subchapter XII - Dissolution › Part B - Judicial Dissolution or Other Equitable Relief › § 29–412.22. Receivership or custodianship

§ 29–412.22. Receivership or custodianship.
(a) The Superior Court in a judicial proceeding brought to dissolve a nonprofit corporation may appoint one or more receivers to wind up and liquidate, or one or more custodians to manage, the affairs of the corporation. The court shall hold a hearing, after giving notice to all parties to the proceeding and any interested persons designated by the court, before appointing a receiver or custodian. The court appointing a receiver or custodian has exclusive jurisdiction over the corporation and all of its property wherever located.
(b) The Superior Court may require the receiver or custodian to post bond, with or without sureties, in an amount the court directs.
(c) The Superior Court shall describe the powers and duties of the receiver or custodian in its appointing order, which may be amended. Among other powers:
(1) The receiver:
(A) May dispose of all or any part of the assets of the nonprofit corporation wherever located, at a public or private sale, if authorized by the court; and
(B) May sue and defend in his or her own name as receiver of the corporation;
(2) The custodian may exercise all of the powers of the corporation, through or in place of its board of directors and any designated body, to the extent necessary to manage the affairs of the corporation consistent with its mission and in the best interests of its members, if any, and creditors.
(d) During a receivership, the Superior Court may redesignate the receiver a custodian, and during a custodianship may redesignate the custodian a receiver, if doing so is consistent with the mission of the nonprofit corporation and in the best interests of the corporation, its members, and creditors.
(e) The Superior Court during the receivership or custodianship may order compensation paid and expense disbursements or reimbursements made to the receiver or custodian and counsel from the assets of the nonprofit corporation or proceeds from the sale of the assets.
(f) This section does not apply to a religious corporation.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 4 - Nonprofit Corporations › Subchapter XII - Dissolution › Part B - Judicial Dissolution or Other Equitable Relief › § 29–412.23. Decree of dissolution

§ 29–412.23. Decree of dissolution.
(a) If, after a hearing, the Superior Court determines that one or more grounds for judicial dissolution described in § 29-412.20 exist, it may enter a decree dissolving the nonprofit corporation and specifying the effective date of the dissolution, and the clerk of the court shall deliver a certified copy of the decree to the Mayor, who shall file it.
(b) After entering the decree of dissolution, the Superior Court shall direct the winding-up and liquidation of the nonprofit corporation’s affairs in accordance with § 29-412.05 and the notification of claimants in accordance with §§ 29-412.06 and 29-412.07.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 4 - Nonprofit Corporations › Subchapter XII - Dissolution › Part C - Miscellaneous › § 29–412.30. Deposit with Mayor

§ 29–412.30. Deposit with Mayor.
Assets of a dissolved nonprofit corporation that should be transferred to a creditor, claimant, or member of the corporation who cannot be found or who is not competent to receive them shall be reduced to cash and deposited with the Mayor for safekeeping. When the creditor, claimant, or member furnishes satisfactory proof of entitlement to the amount deposited, the Mayor shall pay the amount held.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 4 - Nonprofit Corporations › Subchapter XIII - Records and Reports › Part A - Records › § 29–413.01. Corporate records

§ 29–413.01. Corporate records.
(a) A nonprofit corporation shall keep as permanent records minutes of all meetings of its members, board of directors, and any designated body, a record of all actions taken by the members, board of directors, or members of a designated body without a meeting, and a record of all actions taken by a committee of the board of directors or a designated body on behalf of the corporation.
(b) A nonprofit corporation shall maintain appropriate accounting records.
(c) A membership corporation or its agent shall maintain a record of its members, in a form that permits preparation of a list of the names and addresses of all members, in alphabetical order by class, showing the number of votes each member is entitled to cast.
(d) A nonprofit corporation shall maintain its records in written form or in any other form of a record.
(e) A nonprofit corporation shall keep a copy of the following records at its principal office:
(1) Its articles of incorporation or restated articles of incorporation and all amendments to them currently in effect;
(2) Its bylaws or restated bylaws and all amendments to them currently in effect;
(3) The minutes and records described in subsection (a) of this section for the past 3 years;
(4) All communications in the form of a record to members generally within the past 3 years, including the financial statements furnished for the past 3 years under § 29-413.20;
(5) A list of the names and business addresses of its current directors and officers; and
(6) Its most recent biennial report delivered to the Mayor under § 29-102.11.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Section References
This section is referenced in § 29-406.40 and § 29-413.02.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 4 - Nonprofit Corporations › Subchapter XIII - Records and Reports › Part A - Records › § 29–413.02. Inspection of records by members

§ 29–413.02. Inspection of records by members.
(a) Subject to § 29-413.07, a member of a nonprofit corporation shall be entitled to inspect and copy, during regular business hours at the corporation’s principal office, any of the records of the corporation described in § 29-413.01(e) if the member delivers to the corporation a signed notice in the form of a record at least 5 business days before the date on which the member wishes to inspect and copy.
(b) A member of a nonprofit corporation shall be entitled to inspect and copy, during regular business hours at a reasonable location specified by the corporation, any of the following records of the corporation if the member meets the requirements of subsection (c) of this section and delivers to the corporation a signed notice in the form of a record at least 5 business days before the date on which the member wishes to inspect and copy:
(1) Excerpts from any records required to be maintained under § 29-413.01(a), to the extent not subject to inspection under § 29-413.02(a);
(2) Accounting records of the corporation; and
(3) Subject to § 29-413.07, the membership list.
(c) A member may inspect and copy the records described in subsection (b) of this section only if:
(1) The member’s demand is made in good faith and for a proper purpose;
(2) The member describes with reasonable particularity the purpose and the records the member desires to inspect; and
(3) The records are directly connected with this purpose.
(d) The right of inspection granted by this section may not be abolished or limited by a nonprofit corporation’s articles of incorporation or bylaws.
(e) This section shall not affect:
(1) The right of a member to inspect records under § 29-405.20 or, if the member is in litigation with the corporation, to the same extent as any other litigant; or
(2) The power of a court, independently of this chapter, to compel the production of corporate records for examination.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(d)(20), 59 DCR 13171.)
Section References
This section is referenced in § 29-405.20, § 29-413.03, § 29-413.04, and § 29-413.20.
Effect of Amendments
The 2013 amendment by D.C. Law 19-210 substituted “may not” for “may” in (d).
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.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 4 - Nonprofit Corporations › Subchapter XIII - Records and Reports › Part A - Records › § 29–413.03. Scope of inspection right

§ 29–413.03. Scope of inspection right.
(a) A member’s agent or attorney shall have the same inspection and copying rights as the member represented.
(b) The right to copy records under § 29-413.02 shall include, if reasonable, the right to receive copies. Copies may be provided through an electronic transmission if available and so requested by the member.
(c) The nonprofit corporation may comply at its expense with a member’s demand to inspect the record of members under § 29-413.02(b)(3) by providing the member with a list of members that was compiled no earlier than the date of the member’s demand.
(d) The nonprofit corporation may impose a reasonable charge, covering the costs of labor and material, for copies of any documents provided to the member. The charge shall not exceed the estimated cost of production, reproduction, or transmission of the records.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 4 - Nonprofit Corporations › Subchapter XIII - Records and Reports › Part A - Records › § 29–413.04. Court-ordered inspection

§ 29–413.04. Court-ordered inspection.
(a) If a nonprofit corporation does not allow a member who complies with § 29-413.02(a) to inspect and copy any records required by that subsection to be available for inspection, the Superior Court may summarily order inspection and copying of the records demanded at the corporation’s expense upon application of the member.
(b) If a nonprofit corporation does not within a reasonable time allow a member to inspect and copy any other record, the member who complies with § 29-413.02(b) and (c) may apply to the Superior Court for an order to permit inspection and copying of the records demanded. The court shall dispose of an application under this subsection on an expedited basis.
(c) If the Superior Court orders inspection and copying of the records demanded, it shall also order the nonprofit corporation to pay the member’s costs, including reasonable attorneys’ fees, incurred to obtain the order unless the corporation proves that it refused inspection in good faith because it had a reasonable basis for doubt about the right of the member to inspect the records demanded.
(d) If the Superior Court orders inspection and copying of the records demanded, it may impose reasonable restrictions on the use or distribution of the records by the demanding member.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 4 - Nonprofit Corporations › Subchapter XIII - Records and Reports › Part A - Records › § 29–413.05. Inspection of records by directors

§ 29–413.05. Inspection of records by directors.
(a) A director of a nonprofit corporation shall be entitled to inspect and copy the books, records, and documents of the corporation at any reasonable time to the extent reasonably related to the performance of the director’s duties as a director, including duties as a member of a committee, but not for any other purpose or in any manner that would violate any duty to the corporation or law other than this chapter.
(b) The Superior Court may order inspection and copying of the books, records, and documents at the corporation’s expense, upon application of a director who has been refused such inspection rights, unless the corporation establishes that the director is not entitled to such inspection rights. The court shall dispose of an application under this subsection on an expedited basis.
(c) If an order is issued, the court may include provisions protecting the nonprofit corporation from undue burden or expense, and prohibiting the director from using information obtained upon exercise of the inspection rights in a manner that would violate a duty to the corporation, and may also order the corporation to reimburse the director for the director’s costs, including reasonable attorney’s fees, incurred in connection with the application.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 4 - Nonprofit Corporations › Subchapter XIII - Records and Reports › Part A - Records › § 29–413.06. Exception to notice requirement

§ 29–413.06. Exception to notice requirement.
(a) Whenever notice would otherwise be required to be given under any provision of this chapter to a member, the notice need not be given if notice of 2 consecutive annual meetings, and all notices of meetings during the period between such 2 consecutive annual meetings, have been returned undeliverable or could not be delivered.
(b) If a member delivers to the nonprofit corporation a notice setting forth the member’s then-current address, the requirement that notice be given to that member shall be reinstated.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 4 - Nonprofit Corporations › Subchapter XIII - Records and Reports › Part A - Records › § 29–413.07. Limitations on use of membership list

§ 29–413.07. Limitations on use of membership list.
(a) Without consent of the board of directors, a membership list or any part thereof shall not be obtained or used by any person and shall not be:
(1) Used to solicit money or property unless the money or property will be used solely to solicit the votes of the members in an election to be held by the nonprofit corporation;
(2) Used for any commercial purpose; or
(3) Sold to or purchased by any person.
(b) Instead of making a membership list available for inspection and copying under this subpart, a nonprofit corporation may elect to proceed under the procedures set forth in § 29-405.20(f).
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Section References
This section is referenced in § 29-413.02.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 4 - Nonprofit Corporations › Subchapter XIII - Records and Reports › Part B - Reports › § 29–413.20. Financial statements for members

§ 29–413.20. Financial statements for members.
(a) Upon a demand in the form of a record from a member, a nonprofit corporation shall furnish that member with its latest annual financial statements, which may be consolidated or combined statements of the nonprofit corporation and one or more of its subsidiaries, as appropriate, that include a balance sheet as of the end of the fiscal year and a statement of operations for the year. If financial statements are prepared for the nonprofit corporation on the basis of generally accepted accounting principles, the annual financial statements shall also be prepared on that basis. A nonprofit corporation may impose a reasonable charge for copying the report.
(b) If the annual financial statements are reported upon by a certified public accountant, the accountant’s report must accompany them. If not, the statements shall be accompanied by a statement of the president or the person responsible for the nonprofit corporation’s accounting records:
(1) Stating the reasonable belief of the president or other person as to whether the statements were prepared on the basis of generally accepted accounting principles and, if not, describing the basis of preparation; and
(2) Describing any respects in which the statements were not prepared on a basis of accounting consistent with the statements prepared for the preceding year.
(c) The rights of a member under this section are in addition to the rights under § 29-413.02.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Section References
This section is referenced in § 29-413.01.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 4 - Nonprofit Corporations › Subchapter XIV - Transition Provisions › § 29–414.01. Application to existing domestic corporations

§ 29–414.01. Application to existing domestic corporations.
Except as otherwise provided by § 29-107.01, this chapter shall apply to all domestic nonprofit corporations in existence on its effective date that were incorporated under any general statute of the District providing for incorporation of nonprofit corporations.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(d)(21), 59 DCR 13171.)
Effect of Amendments
The 2013 amendment by D.C. Law 19-210 added “Except as otherwise provided by § 29-107.01.”
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.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 4 - Nonprofit Corporations › Subchapter XIV - Transition Provisions › § 29–414.02. Application to registered foreign corporations

§ 29–414.02. Application to registered foreign corporations.
A foreign nonprofit corporation authorized to do business in the District on the effective date of this chapter shall be subject to this chapter, but is not required to obtain a new certificate of registration to do business under this chapter.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(d)(22), 59 DCR 13171.)
Effect of Amendments
The 2013 amendment by D.C. Law 19-210 substituted “registered” for “qualified” in the section heading.
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.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 4 - Nonprofit Corporations › Subchapter XIV - Transition Provisions › § 29–414.03. Entitlement to cumulate votes

§ 29–414.03. Entitlement to cumulate votes.
Members of a nonprofit corporation that were entitled to cumulate their votes for the election of directors on the effective date of this chapter shall continue to be entitled to cumulate their votes for the election of directors until otherwise provided in the articles of incorporation or bylaws of the corporation.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 4 - Nonprofit Corporations › Subchapter XIV - Transition Provisions › § 29–414.04. Quorum requirement for existing nonprofit corporations

§ 29–414.04. Quorum requirement for existing nonprofit corporations.
With respect to a nonprofit corporation that was in existence on the effective date of this chapter, except as otherwise provided in the articles of incorporation or bylaws, one-tenth of the votes of members entitled to vote in person or by proxy shall constitute a quorum.
(Mar. 5, 2013, D.C. Law 19-210, § 2(d)(23), 59 DCR 13171.)
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.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 5 - Professional Corporations › § 29–501. Short title

§ 29–501. Short title.
This chapter may be cited as the “Professional Corporation Act of 2010”.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Cross References
Accountants, registration of firms of CPAs, compliance with this chapter, see § 47-2853.44.
Income and franchise taxes, “corporation” defined, see § 47-1801.04.
Income and franchise taxes, “unincorporated business” defined, see § 47-1801.01.
Editor's Notes
Former § 29-501 has been recodified as § 36-501.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 5 - Professional Corporations › § 29–502. Definitions

§ 29–502. Definitions.
For the purposes of this chapter, the term:
(1) “License” means license, certification, certificate, or registration, or other legal authorization required by law as a condition precedent to the rendering of professional service within the District.
(2) “Professional corporation” means a corporation organized under this chapter solely for the specific purposes provided under this chapter and which has, as its shareholders, only individuals who themselves are duly licensed to render the same professional service as the corporation.
(3) “Professional service” means any type of personal service to the public which may be lawfully rendered only pursuant to a license and which by law, custom, standards of professional conduct or practice in the District before December 10, 1971, could not be rendered by a corporation, including the services performed by certified public accountants, attorneys, architects, health professionals as defined in section 101(8) of the District of Columbia Health Occupations Revision Act of 1985, effective March 25, 1986 (D.C. Law 6-99; D.C. Official Code § 3-1201.01(8)), and professional engineers.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(e)(1), 59 DCR 13171.)
Effect of Amendments
The 2013 amendment by D.C. Law 19-210 substituted “health professionals as defined in section 101(8) of the District of Columbia Health Occupations Revision Act of 1985, effective March 25, 1986 (D.C. Law 6-99; D.C. Official Code § 3-1201.01(8))” for “practitioners of the healing arts, dentists, optometrists, podiatrists” in (3).
Editor's Notes
Former § 29-502 has been recodified as § 36-502.
Application of Law 19-210: Section 7 of D.C. Law 19-210 provided that the act shall apply as of January 1, 2012.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 5 - Professional Corporations › § 29–503. Applicability

§ 29–503. Applicability.
This chapter shall not apply to any corporation now in existence or hereafter organized which may lawfully render professional services other than pursuant to this chapter. This chapter shall not alter or affect any existing or future right or privilege permitting or not prohibiting performance of professional services through the use of any form of business organization. A corporation organized under Chapter 3 of this title may be brought within this chapter by complying with this chapter and filing amended or restated articles of incorporation meeting the requirements of § 29-506.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Prior Codifications
2001 Ed., § 29-403.
1981 Ed., § 29-603.
1973 Ed., § 29-1103.
Editor's Notes
Former § 29-503 has been recodified as § 36-503.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 5 - Professional Corporations › § 29–504. Construction; applicability of Chapter 3 of this title to corporations organized under [this]

§ 29–504. Construction; applicability of Chapter 3 of this title to corporations organized under [this]
(a) This chapter shall not repeal, modify, or restrict the laws relating to corporations, or regulating the professions covered by this chapter, unless these laws conflict with this chapter.
(b) Except as otherwise provided in this chapter, Chapter 3 of this title shall apply to a professional corporation organized under this chapter.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Prior Codifications
2001 Ed., § 29-404.
1981 Ed., § 29-604.
1973 Ed., § 29-1104.
Editor's Notes
Former § 29-504 has been recodified as § 36-504.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 5 - Professional Corporations › § 29–505. Purpose for organization; powers authorized

§ 29–505. Purpose for organization; powers authorized.
(a) A professional corporation may be organized solely to render professional services through its shareholders, directors, officers, employees, or agents who are themselves licensed to render the particular service, and to render service ancillary thereto. A professional corporation may charge for these services, may collect such charges, and may compensate those who render these services. A professional corporation may employ individuals who are not licensed, but they shall not perform professional services. No license shall be required of any person employed by a professional corporation to perform services for which a license is not otherwise required.
(b) A professional corporation may not do any act that is prohibited to an individual licensed to render the professional service for which the corporation is organized.
(c) A professional corporation may:
(1) Invest its funds in real estate, mortgages, stocks, bonds, or other type of investment;
(2) Own real estate or personal property; and
(3) Enter into partnership and other agreements with individuals, who may be shareholders, directors, employees, or agents of the professional corporation, partnerships, or professional corporations rendering the same type of professional services within or without the District to the same extent that an individual licensed to render the same professional service may enter into such partnership or other agreements pursuant to law, rules, regulations, or standards of professional conduct of the profession practiced through the professional corporation.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Prior Codifications
2001 Ed., § 29-405.
1981 Ed., § 29-605.
1973 Ed., § 29-1105.
Section References
This section is referenced in § 29-1302.01.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 5 - Professional Corporations › § 29–506. Incorporation

§ 29–506. Incorporation.
One or more individuals may incorporate a professional corporation by delivering articles of incorporation for filing to the Mayor. The articles of incorporation shall meet the requirements of Chapter 3 of this title and shall set forth:
(1) The designation of the professional services to be rendered through the corporation;
(2) The names and addresses, including street address, if any, of the original shareholders of the corporation; and
(3) A statement that each of the original shareholders and directors named in the articles of incorporation is licensed to render a professional service for which the corporation is to be organized.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Prior Codifications
2001 Ed., § 29-406.
1981 Ed., § 29-606.
1973 Ed., § 29-1106.
Section References
This section is referenced in § 29-503.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 5 - Professional Corporations › § 29–507. Number of directors

§ 29–507. Number of directors.
A professional corporation shall have one or more directors, without regard to the number of shareholders.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Prior Codifications
2001 Ed., § 29-407.
1981 Ed., § 29-607.
1973 Ed., § 29-1107.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 5 - Professional Corporations › § 29–508. Qualifications of shareholders, director, and officer

§ 29–508. Qualifications of shareholders, director, and officer.
(a) For the purposes of this section, the term “officer” means the chair of the board, president, vice-president, treasurer, or secretary.
(b) A person shall not be a shareholder, director, or officer of a professional corporation or render professional services on its behalf unless the person is an individual licensed to render a professional service for which the corporation is organized; provided, that if a professional corporation has only one shareholder, the secretary of the corporation need not be licensed to perform, and shall not perform if not so licensed, such professional services.
(c) Nothing in this chapter shall require a shareholder or incorporator of a professional corporation to have a present or future employment relationship with the corporation or actively to participate in any capacity in the production of income of, or performance of professional service by, such corporation.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Prior Codifications
2001 Ed., § 29-408.
1981 Ed., § 29-608.
1973 Ed., § 29-1108.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 5 - Professional Corporations › § 29–509. Proxy prohibited

§ 29–509. Proxy prohibited.
A shareholder of a professional corporation shall not enter into a voting trust, proxy, or any other arrangement vesting another person, other than another shareholder of the same corporation, with the authority to exercise the voting power of any or all of his shares, and any such voting trust, proxy, or other arrangement shall be void.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Prior Codifications
2001 Ed., § 29-410.
1981 Ed., § 29-610.
1973 Ed., § 29-1110.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 5 - Professional Corporations › § 29–510. Professional relationship; liabilities

§ 29–510. Professional relationship; liabilities.
(a) This chapter shall not alter or affect the professional relationship between an individual furnishing professional services and an individual receiving such service, either with respect to liability arising out of such professional service or the confidential relationship, if any, between the individual rendering, and the individual receiving, the professional service. An individual shall be personally liable and accountable only for any negligent or wrongful acts or misconduct committed by the individual, or by any individual under the individual’s supervision and control in the rendering of professional service, on behalf of a corporation organized under this chapter. An individual shall not be personally liable merely because the individual is a director, officer, or manager of the professional corporation.
(b) A professional corporation shall be liable up to the full value of its assets for any negligent or wrongful acts or misconduct committed by any of its officers, shareholders, directors, agents, or employees in their rendering of professional services on behalf of the corporation. Except as otherwise provided in this section, the liabilities of a professional corporation and its shareholders shall be governed by Chapter 3 of this title.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Prior Codifications
2001 Ed., § 29-411.
1981 Ed., § 29-611.
1973 Ed., § 29-1111.
2001 Ed., § 29-410.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 5 - Professional Corporations › § 29–511. Transfer of shares

§ 29–511. Transfer of shares.
(a) Shares in a professional corporation may be transferred only to an individual who is eligible under this chapter to be a shareholder of the corporation, or to the professional corporation, or may devolve by operation of law upon the personal representative or estate of a deceased or legally incompetent shareholder. The articles of incorporation, bylaws, or an agreement among its shareholders may provide that any such transfer is subject to the express approval of all, or of any lesser proportion of the remaining shareholders of the corporation, and may provide for the manner in which such consent is given. Any transfer made in violation of this section shall be void.
(b) A professional corporation may reacquire its own shares through purchase or redemption, and may cancel those shares if at least one share remains issued and outstanding, except when it is insolvent or the purchase or redemption would render it insolvent.
(c) The Securities Act of 2000, effective October 26, 2000 (D.C. Law 13-203; D.C. Official Code § 31-5601.01 et seq.), and the Securities Act of 1933, approved May 27, 1933 (48 Stat. 74; 15 U.S.C. § 77a et seq.), shall not apply to the issuance or transfer of securities of a professional corporation.
(d) Every certificate for shares of a professional corporation shall contain on its face the following legend: “The ownership and transfer of these shares and the rights and obligations of shareholders are subject to the limitations of the Professional Corporation Act of 2010, D.C. Official Code Title 29, Chapter 5.”
(e) If shares of a professional corporation are attached for the individual debts of a shareholder, or are executed upon under any pledge or hypothecation thereof, the sole right of the creditor with respect to such shares shall be to obtain their redemption by the professional corporation within 60 days after serving written demand for redemption upon the corporation. The redemption price for such shares shall be:
(1) The amount to which the shareholder is entitled upon voluntary redemption of the shareholder’s shares by the provisions of the articles of incorporation, bylaws, or an agreement among its shareholders; or
(2) If there are no provisions as set forth in paragraph (1) of this subsection, the book value of such shares at the end of the month immediately preceding the date of the demand, determined under generally accepted accounting methods consistent with the method of accounting used by the corporation for federal income tax purposes, by an independent certified public accountant selected by the corporation, but paid by the creditor, for the purpose.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Prior Codifications
2001 Ed., § 29-412.
1981 Ed., § 29-612.
1973 Ed., § 29-1112.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 5 - Professional Corporations › § 29–512. Merger or consolidation restricted

§ 29–512. Merger or consolidation restricted.
(a) A professional corporation may merge or consolidate only with another domestic professional corporation or a domestic limited liability company and only if both entities are organized to render the same professional services, which, although not the same, could otherwise be rendered by a single professional corporation or limited liability company.
(b) A member of a domestic limited liability company that is a party to a merger or consolidation shall not, as a result of the merger or consolidation, be personally liable for the liabilities or obligations of any other person or entity unless that member approves the agreement of merger or consolidation or otherwise consents to becoming personally liable.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Prior Codifications
2001 Ed., § 29-413.
1981 Ed., § 29-613.
1973 Ed., § 29-1113.
Section References
This section is referenced in § 29-202.01.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 5 - Professional Corporations › § 29–513. Disqualified professional

§ 29–513. Disqualified professional.
If any individual rendering professional services on behalf of a professional corporation assumes a public office that prohibits his or her rendering of the professional services, or for any other reason is disqualified by law to render the professional services, the individual immediately shall sever all employment relationships in which the individual shares in the corporation’s profits attributable to professional services rendered after such assumption of office or other disqualification. For the purposes of § 29-514, the individual shall be referred to as a “disqualified shareholder”.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Prior Codifications
2001 Ed., § 29-415.
1981 Ed., § 29-615.
1973 Ed., § 29-1115.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 5 - Professional Corporations › § 29–514. Disposition of stock of disqualified, deceased, or legally incompetent shareholder

§ 29–514. Disposition of stock of disqualified, deceased, or legally incompetent shareholder.
(a) Subject to the limitations of this section, a disqualified shareholder and personal representatives, legatees, or heirs of a deceased or legally incompetent shareholder may continue to own shares of a professional corporation, but shall not participate in any decision concerning the rendering of professional services by the corporation. The articles of incorporation, bylaws, or an agreement among the shareholders of a professional corporation may provide, consistent with this section, for the disposition of shares of a disqualified, deceased, or legally incompetent shareholder.
(b) The articles of incorporation, bylaws, or an agreement among shareholders may provide that, within 90 days, or any earlier date, after the date a shareholder becomes a disqualified shareholder, the disqualified shareholder shall sell and surrender, and the corporation or any individuals qualified to be shareholders shall purchase and receive, the shareholder’s shares of stock of the corporation. In the absence of such a provision, the disqualified shareholder shall sell and surrender, and the corporation shall purchase and receive, the shareholder’s shares of stock of the corporation within 30 days after the date the shareholder becomes a disqualified shareholder. Unless otherwise provided by the articles of incorporation, bylaws, or an agreement among the shareholders, payment for the shares of stock purchased pursuant to this subsection shall be made in full no later than 6 months after the expiration of the period by which the purchases must be made.
(c) The articles of incorporation, bylaws, or an agreement among shareholders may provide that, within one year, or any earlier date, after the date of death of a shareholder, the shareholder’s personal representative, legatees, or heirs shall sell and surrender, and the corporation or any individuals qualified to be shareholders shall purchase and receive, the shares of stock of the corporation owned by the deceased shareholder. In the absence of such a provision, the personal representatives, legatees, or heirs shall sell and surrender, and the corporation shall purchase and receive, the shares of stock of the corporation within 180 days after the date of death of the shareholder. Unless otherwise provided by the articles of incorporation, bylaws, or an agreement among the shareholders, payment for the shares of stock purchased pursuant to this subsection shall be made in full no later than one year after the date of death of the shareholder.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Prior Codifications
2001 Ed., § 29-416.
1981 Ed., § 29-616.
1973 Ed., § 29-1116.
Section References
This section is referenced in § 29-513.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 5 - Professional Corporations › § 29–515. Redemption price

§ 29–515. Redemption price.
If the articles of incorporation, bylaws, or an agreement among the shareholders, does not fix the price at which the corporation or its shareholders may purchase the shares of a disqualified, deceased, legally incompetent, retired, or expelled shareholder, or does not provide a method of determining such price, the price for such shares shall be the book value of the shares on the last day of the month immediately preceding the disqualification, death, adjudication of incompetence, retirement, or expulsion of the shareholder, determined under generally accepted accounting methods, consistent with the method of accounting used by the corporation for federal income tax purposes, by an independent certified public accountant employed by the corporation for the purpose.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Prior Codifications
2001 Ed., § 29-417.
1981 Ed., § 29-617.
1973 Ed., § 29-1117.