2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 1 - General Provisions › Subchapter VII - Miscellaneous Provisions › § 29–107.01. Reservation of power to amend or repeal

§ 29–107.01. Reservation of power to amend or repeal.
(a) The Council may amend or repeal all or part of this title at any time and all domestic and foreign entities subject to this title shall be governed by the amendment or repeal.
(b) The following rules apply to a corporation formed in the District before the effective date of the District of Columbia Business Corporations Act, approved June 8, 1954 (Pub. L. 83-389; 68 Stat. 179), or the District of Columbia Nonprofit Corporation Act, approved August 6, 1962 (Pub. L. No. 87-569; 76 Stat. 265), which did not elect to avail itself of the provisions of those acts:
(1) Until January 1, 2014, the corporation shall be governed by the statute under which it was formed as if that statute had not been repealed by this act.
(2) Before January 1, 2014, the corporation may elect to avail itself of the provisions of this title by adopting a resolution making this election, and by delivering to the Mayor for filing a copy of the resolution and a copy of the corporation’s articles of incorporation. Upon filing by the Mayor of the resolution and articles, the corporation shall be deemed to exist under this title. The corporation shall file a biennial report, as required by § 29-102.11, by the next April 1 following the date of delivery of the resolution and articles to the Mayor for filing.
(3) A corporation that has not previously elected to avail itself of the provisions of this title by April 1, 2014, pursuant to paragraph (2) of this subsection and desires to do business in the District is subject to this title to the extent that it shall be required to file a biennial report under § 29-102.11, a copy of its articles of incorporation, and the names and addresses of its current directors and officers and designate a registered agent. The corporation shall file biennial reports under § 29-102.11 every 2 years thereafter
(4) Any corporation that does not fully comply with either paragraph (2) or (3) of this subsection shall become otherwise subject to this title by January 1, 2014 and is thereafter barred from asserting that it is not subject to this title.
(c)(1) Notwithstanding subsections (a) and (b) of this section, any nonprofit corporation chartered by a special act of Congress may elect to become a domestic nonprofit corporation under this title or to register as a corporation chartered by special act of Congress.
(2) The corporation may elect to avail itself of the provisions of this title by adopting a resolution making this election, and by delivering to the Mayor for filing a copy of the resolution and a copy of the corporation’s congressional charter and subsequent amendments and by filing restated articles of incorporation. Upon filing by the Mayor of the resolution and articles, the corporation shall be deemed to exist under this title. In the event such election is made, to the extent the provisions of this title, including chapter 4 (the Nonprofit Corporations Act of 2010), are inconsistent with such nonprofit corporation’s congressional charter or its bylaws, the provisions of such nonprofit corporation’s congressional charter and bylaws shall prevail.
(3) If the corporation does not elect to avail itself to the provisions of this title pursuant to paragraph (2) of this subsection, the corporation shall register with the Mayor by delivering a statement that contains the corporation’s name, date of formation, name and address of one governor, name and address of its registered agent and copy of its federal charter and subsequent amendments by January 1, 2014. Once registered, the corporation shall file biennial reports as required by section § 29-102.11 and maintain its registered agent as required by § 29-104.04.
(4) Neither the issuance of a certificate of election pursuant to paragraph (2) of this subsection nor the issuance of certificate of registration pursuant to paragraph (3) of this subsection to a corporation created under the provisions of a special act of Congress, nor the adoption of any amendment pursuant to this title, shall release or terminate any duty or obligation expressly imposed upon any such corporation under and by virtue of the special act of Congress under which it was created or any amendment made thereto, nor enlarge any right, power, or privilege granted any such corporation by such special act except to the extent that such right, power, or privilege might have been included in the articles of a corporation organized under this title.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(a)(42), 59 DCR 13171.)
Section References
This section is referenced in § 29-314.01 and § 29-414.01.
Effect of Amendments
The 2013 amendment by D.C. Law 19-210 rewrote (b); and added (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.