reglab/statecodes huggingface dataset:
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 12 - Statutory Trusts › Subchapter VI - Beneficial Owners › § 29–1206.06. Transfer of beneficial interest

§ 29–1206.06. Transfer of beneficial interest.
(a) For the purposes of this section, “covered creditor” means a judgment creditor of a beneficial owner or a person to which a beneficial interest has been transferred by operation of law.
(b) Except as otherwise provided in the governing instrument, a beneficial interest in a statutory trust is freely transferable.
(c) The governing instrument may not limit the transferability of a beneficial interest if the same person is the sole trustee and sole beneficial owner.
(d) If a beneficial interest is not freely transferable by a beneficial owner such that a transferee may become a beneficial owner without further requirement except notice to the statutory trust, the following rules apply:
(1) On petition by a covered creditor, the Superior Court may authorize the petitioner to reach the beneficial owner’s interest by attachment of present or future distributions to or for the benefit of the beneficial owner or by other means. The court may limit the award to relief that is appropriate under the circumstances.
(2) On petition by a covered creditor, to the extent a trustee has not complied with a standard of distribution provided in the governing instrument or has abused the trustee’s discretion to make a distribution, the Superior Court:
(A) May order a distribution to the benefit of the petitioner; and
(B) If a distribution is ordered, shall direct the trustee to pay to the petitioner an equitable amount but not more than the amount the trustee would have been required to distribute to or for the benefit of the beneficial owner if the trustee had complied with the standard or had not abused the discretion.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(l)(7)(E), 59 DCR 13171.)
Section References
This section is referenced in § 29-1201.04.
Effect of Amendments
The 2013 amendment by D.C. Law 19-210 rewrote the section.
Editor's Notes
Uniform Law: This section is based on § 606 of the Uniform Statutory Trust Entity Act.
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 12 - Statutory Trusts › Subchapter VI - Beneficial Owners › § 29–1206.07. Transaction with beneficial owner

§ 29–1206.07. Transaction with beneficial owner.
Subject to § 29-1205.07, a beneficial owner or related party of a beneficial owner may lend money to, borrow money from, act as a surety, guarantor, or endorser for, guarantee or assume an obligation of, provide collateral for, or do other business with the statutory trust and, subject to law other than this chapter, shall have the same rights and obligations with respect to a matter as a person that is not a beneficial owner.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Editor's Notes
Uniform Law: This section is based on § 607 of the Uniform Statutory Trust Entity Act.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 12 - Statutory Trusts › Subchapter VI - Beneficial Owners › § 29–1206.08. Beneficial owner’s right to information

§ 29–1206.08. Beneficial owner’s right to information.
A beneficial owner shall have the right to receive from the statutory trust or a trustee information relating to the affairs of a statutory trust which is reasonably related to the beneficial owner’s interest. The beneficial owner may enforce this right by summary proceeding in the Superior Court.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Section References
This section is referenced in § 29-1201.04 and § 29-1206.14.
Editor's Notes
Uniform Law: This section is based on § 608 of the Uniform Statutory Trust Entity Act.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 12 - Statutory Trusts › Subchapter VI - Beneficial Owners › § 29–1206.09. Direct action by beneficial owner

§ 29–1206.09. Direct action by beneficial owner.
A beneficial owner may maintain a direct action against a statutory trust to redress an injury sustained by, or to enforce a duty owed to, the beneficial owner only if the owner can plead and prove an actual or threatened injury that is not solely the result of an injury suffered or threatened to be suffered by the statutory trust.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(l)(7)(F), 59 DCR 13171.)
Section References
This section is referenced in § 29-1201.04.
Effect of Amendments
The 2013 amendment by D.C. Law 19-210 rewrote the section.
Editor's Notes
Uniform Law: This section is based on § 609 of the Uniform Statutory Trust Entity Act.
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 12 - Statutory Trusts › Subchapter VI - Beneficial Owners › § 29–1206.10. Derivative action by beneficial owner

§ 29–1206.10. Derivative action by beneficial owner.
A beneficial owner may maintain a derivative action to enforce a right of a statutory trust if:
(1) The beneficial owner first makes a demand on the trustees, requesting that the trustees cause the trust to bring an action to redress the injury or enforce the right, and the trustees do not bring the action within a reasonable time; or
(2) A demand would be futile.
(Mar. 5, 2013, D.C. Law 19-210, § 2(l)(7)(G), 59 DCR 13171.)
Section References
This section is referenced in § 29-1201.04.
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 12 - Statutory Trusts › Subchapter VI - Beneficial Owners › § 29–1206.11. Proper plaintiff

§ 29–1206.11. Proper plaintiff.
A derivative action to enforce a right of a statutory trust may be maintained only by a person that is a beneficial owner at the time the action is commenced and:
(1) Was a beneficial owner when the conduct giving rise to the action occurred; or
(2) Whose status as a beneficial owner devolved upon the person by operation of law or pursuant to the terms of the governing instrument from a person that was a beneficial owner at the time of the conduct.
(Mar. 5, 2013, D.C. Law 19-210, § 2(l)(7)(G), 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 12 - Statutory Trusts › Subchapter VI - Beneficial Owners › § 29–1206.12. Pleading

§ 29–1206.12. Pleading.
In a derivative action to enforce a right of a statutory trust, the complaint shall state with particularity the:
(1) Date and content of the plaintiff’s demand and the trustees’ response to the demand; or
(2) Reason the demand should be excused as futile.
(Mar. 5, 2013, D.C. Law 19-210, § 2(l)(7)(G), 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 12 - Statutory Trusts › Subchapter VI - Beneficial Owners › § 29–1206.13. Proceeds and expenses

§ 29–1206.13. Proceeds and expenses.
(a) Except as otherwise provided in subsection (b) of this section:
(1) Any proceeds or other benefits of a derivative action on behalf of a statutory trust, whether by judgment, compromise, or settlement belong to the trust and not to the plaintiff; and
(2) If the plaintiff receives any proceeds, the plaintiff shall immediately remit them to the trust.
(b) If a derivative action on behalf of a statutory trust is successful in whole or in part, the court may award the plaintiff reasonable attorneys’ fees, costs, and other expenses from the recovery by the trust.
(c) A derivative action on behalf of a statutory trust shall not be voluntarily dismissed or settled without the court’s approval.
(Mar. 5, 2013, D.C. Law 19-210, § 2(l)(7)(G), 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 12 - Statutory Trusts › Subchapter VI - Beneficial Owners › § 29–1206.14. Special litigation committee

§ 29–1206.14. Special litigation committee.
(a) If a statutory trust is named as or made a party in a derivative proceeding, the trust may appoint a special litigation committee to investigate the claims asserted in the proceeding and determine whether pursuing the action is in the best interests of the trust. If the trust appoints a special litigation committee, on motion by the committee made in the name of the trust, except for good cause shown, the court shall stay discovery for the time reasonably necessary to permit the committee to complete its investigation. This subsection does not prevent the court from enforcing a person’s right to information under § 29-1205.08 or § 29-1206.08, for good cause shown, granting extraordinary relief in the form of a temporary restraining order or preliminary injunction.
(b) A special litigation committee may be composed of one or more disinterested and independent individuals, who may be trustees.
(c) A special litigation committee may be appointed:
(1) By a majority of the trustees not named as defendants or plaintiffs in the proceeding; and
(2) If all trustees are named as defendants or plaintiffs in the proceeding, by a majority of the trustees named as defendants.
(d) After appropriate investigation, a special litigation committee may determine that it is in the best interests of the statutory trust that the proceeding:
(1) Continue under the control of the plaintiff;
(2) Continue under the control of the committee;
(3) Be settled on terms approved by the committee; or
(4) Be dismissed.
(e) After making a determination under subsection (d) of this section, a special litigation committee shall file with the court a statement of its determination and its report supporting its determination and shall serve each party with a copy of the determination and report. The court shall determine whether the members of the committee were disinterested and independent and whether the committee conducted its investigation and made its recommendation in good faith, independently, and with reasonable care, with the committee having the burden of proof. If the court finds that the members of the committee were disinterested and independent and that the committee acted in good faith, independently, and with reasonable care, the court shall enforce the determination of the committee. Otherwise, the court shall dissolve the stay of discovery entered under subsection (a) of this section and allow the action to proceed under the direction of the plaintiff.
(Mar. 5, 2013, D.C. Law 19-210, § 2(l)(7)(H), 59 DCR 13171.)
Section References
This section is referenced in § 29-1201.04.
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 12 - Statutory Trusts › Subchapter VI - Beneficial Owners › § 29–1206.16. Liability for improper distributions

§ 29–1206.16. Liability for improper distributions.
(a) If a trustee of a statutory trust consents to a distribution made in violation of § 29-1206.15 and in consenting to the distribution fails to comply with § 29-1205.05, the trustee is personally liable to the trust or the series thereof for the amount of the distribution which exceeds the amount that could have been distributed in accordance with § 29-1206.15.
(b) A person that receives a distribution knowing that the distribution was made in violation of § 29-1206.15 is personally liable to the statutory trust or series thereof, but only to the extent that the distribution received by the person exceeded the amount that could have been properly paid under § 29-1206.15.
(c) A person against which an action is commenced because the person is liable under subsection (a) or (b) of this section may implead:
(1) Any other person that is liable under subsection (a) of this section and seek to enforce a right of contribution from that person; and
(2) Any person that received a distribution in violation of subsection (c) of this section and seek to enforce a right of contribution from that person in the amount the person received in violation of subsection (c) of this section.
(d) An action under this section is barred if not commenced not later than 2 years after the distribution.
(Mar. 5, 2013, D.C. Law 19-210, § 2(l)(7)(H), 59 DCR 13171.)
Section References
This section is referenced in § 29-1204.02.
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 12 - Statutory Trusts › Subchapter VII - Merger › § 29–1207.01. Definitions

§ 29–1207.01. Definitions.
For the purposes of this subchapter, the term:
(1) “Constituent statutory trust” means a statutory trust that is party to a merger.
(2) “Governing law” means the law that governs the organization’s internal affairs.
(3)(A) “Organization” means:
(i) A common-law trust that does not have a predominantly donative purpose;
(ii) General partnership, including a limited liability partnership;
(iii) Limited partnership, including a limited liability limited partnership;
(iv) Limited liability company;
(v) Corporation; or
(vi) Foreign statutory trust.
(B) The term “organization” shall include a domestic or foreign organization whether or not organized for profit.
(4) “Organizational documents” means the records that create an organization and determine its internal governance and the relations among the persons that own it, have an interest in it, or are members of it.
(5) “Surviving organization” means an organization into which one or more other organizations are merged, whether the surviving organization preexisted the merger or was created by the merger.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Editor's Notes
Uniform Law: This section is based on § 701 of the Uniform Statutory Trust Entity Act.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 12 - Statutory Trusts › Subchapter VII - Merger › § 29–1207.02. Merger

§ 29–1207.02. Merger.
(a) A statutory trust may merge with one or more other constituent organizations pursuant to this section, §§ 29-1207.03 through 29-1207.05, and a plan of merger if:
(1) The merger is not prohibited by the governing law of any constituent organization; and
(2) Each of the other organizations complies with its governing law in effecting the merger.
(b) A plan of merger shall be in a record and shall include:
(1) The name and form of each constituent organization;
(2) The name and form of the surviving organization and, if the surviving organization is to be created by the merger, a statement to that effect;
(3) The terms and conditions of the merger, including the manner and basis for converting or exchanging the interests in each constituent organization into any combination of money, interests in the surviving organization, and other consideration;
(4) If the surviving organization is to be created by the merger, the surviving organization’s organizational documents; and
(5) If the surviving organization is not to be created by the merger, any amendments to be made by the merger to the surviving organization’s organizational documents.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Editor's Notes
Uniform Law: This section is based on § 702 of the Uniform Statutory Trust Entity Act.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 12 - Statutory Trusts › Subchapter VII - Merger › § 29–1207.03. Action on plan of merger by constituent statutory trust

§ 29–1207.03. Action on plan of merger by constituent statutory trust.
(a) A plan of merger shall be consented to by all trustees and all beneficial owners of a constituent statutory trust.
(b) After a merger is approved, and at any time before a filing is made under § 29-1207.04, a constituent statutory trust may amend the plan or abandon the planned merger:
(1) As provided in the plan; and
(2) Except as prohibited by the plan, with the same consent as was required to approve the plan.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Section References
This section is referenced in § 29-1207.02.
Editor's Notes
Uniform Law: This section is based on § 703 of the Uniform Statutory Trust Entity Act.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 12 - Statutory Trusts › Subchapter VII - Merger › § 29–1207.04. Filings required for merger; effective date

§ 29–1207.04. Filings required for merger; effective date.
(a) After each constituent organization has approved a merger, articles of merger shall be signed on behalf of each:
(1) Constituent statutory trust, by one or more trustees or other authorized representative; and
(2) Other constituent organization, by an authorized representative.
(b) Articles of merger under this section shall include:
(1) The name and form of each constituent organization and the jurisdiction of its governing law;
(2) The name and form of the surviving organization, the jurisdiction of its governing law, and, if the surviving organization is created by the merger, a statement to that effect;
(3) If the surviving organization is to be created by the merger:
(A) If it will be a statutory trust, the trust’s certificate of trust; or
(B) If it will be an organization other than a statutory trust, the organizational document that creates the organization;
(4) If the surviving organization preexisted the merger, any amendments provided for in the plan of merger for the organizational document that created the organization;
(5) A statement as to each constituent organization that the merger was approved as required by the organization’s governing law;
(6) If the surviving organization is a foreign organization not authorized to do business in the District, the street and mailing address of an office that the Mayor may use for the purposes of § 29-1207.05(b); and
(7) Any additional information required by the governing law of any constituent organization.
(c) The articles of merger shall be delivered to the office of the Mayor for filing.
(d) A merger shall be effective under this chapter:
(1) If the surviving organization is a statutory trust, upon the later of:
(A) Filing of the articles of merger by the Mayor; or
(B) Subject to § 29-102.03, as specified in the articles of merger; or
(2) If the surviving organization is not a statutory trust, as provided by the governing law of the surviving organization[.]
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Section References
This section is referenced in § 29-1207.03.
Editor's Notes
Uniform Law: This section is based on § 704 of the Uniform Statutory Trust Entity Act.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 12 - Statutory Trusts › Subchapter VII - Merger › § 29–1207.05. Effect of merger

§ 29–1207.05. Effect of merger.
(a) When a merger becomes effective:
(1) The surviving organization shall continue or comes into existence;
(2) Each constituent organization that merges with the surviving organization shall cease to exist as a separate organization;
(3) All property owned by each constituent organization that ceases to exist shall vest in the surviving organization;
(4) All debts, obligations, and other liabilities of each constituent organization that ceases to exist, including those existing with respect to the property of a series thereof, shall continue as debts, obligations, or other liabilities of the surviving organization limited to the property thereof as provided for by the plan of merger and the governing law of the surviving organization;
(5) An action or proceeding pending by or against any constituent organization that ceases to exist shall continue as if the merger had not occurred;
(6) Except as prohibited by law other than this chapter, all rights, privileges, immunities, powers, and purposes of each constituent organization that ceases to exist shall vest in the surviving organization;
(7) Except as otherwise provided in the plan of merger, the terms and conditions of the plan of merger shall take effect;
(8) If the surviving organization is created by the merger and:
(A) If it is a statutory trust, the certificate of trust becomes effective; or
(B) If it is an organization other than a statutory trust, the organizational document that creates the organization shall become effective; and
(9) If the surviving organization preexisted the merger, any amendment provided for in the articles of merger for the organizational document that created the organization shall become effective.
(b) A surviving organization that is a foreign organization consents to the jurisdiction of the courts of the District to enforce any debt, obligation, or other liability owed by a constituent organization if, before the merger, the constituent organization was subject to suit in the District on the obligation. A surviving organization that is a foreign organization not authorized to do business in the District may be served in accordance with § 29-104.12.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Section References
This section is referenced in § 29-1207.04.
Editor's Notes
Uniform Law: This section is based on § 705 of the Uniform Statutory Trust Entity Act.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 12 - Statutory Trusts › Subchapter VII - Merger › § 29–1207.06. Chapter not exclusive

§ 29–1207.06. Chapter not exclusive.
This chapter shall not preclude an organization from being merged under law other than this chapter.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Editor's Notes
Uniform Law: This section is based on § 706 of the Uniform Statutory Trust Entity Act.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 12 - Statutory Trusts › Subchapter VIII - Dissolution and Winding Up › § 29–1208.01. Events causing dissolution

§ 29–1208.01. Events causing dissolution.
A statutory trust shall be dissolved only by:
(1) An administrative dissolution under §§ 29-106.01 and 29-106.02; or
(2) The filing of articles of dissolution under § 29-1208.02:
(A) As provided in the certificate of trust; or
(B) With the approval of all the beneficial owners.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(l)(8)(A), 59 DCR 13171.)
Section References
This section is referenced in § 29-1208.02.
Effect of Amendments
The 2013 amendment by D.C. Law 19-210 substituted “’As provided in the certificate of trust” for “On the occurrence of an event or circumstance that the governing instrument states causes dissolution” in (2)(A).
Editor's Notes
Uniform Law: This section is based on § 801 of the Uniform Statutory Trust Entity Act.
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 12 - Statutory Trusts › Subchapter VIII - Dissolution and Winding Up › § 29–1208.02. Articles of dissolution

§ 29–1208.02. Articles of dissolution.
(a) If dissolution of a statutory trust is authorized under § 29-1208.01, the trust shall deliver to the Mayor for filing articles of dissolution setting forth the:
(1) Name of the trust; and
(2) Date of the dissolution.
(b) Except as otherwise provided in § 29-102.03, a statutory trust is dissolved when articles of dissolution that comply with subsection (a) of this section, are filed by the Mayor.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Section References
This section is referenced in § 29-1208.01.
Editor's Notes
Uniform Law: This section is based on § 802 of the Uniform Statutory Trust Entity Act.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 12 - Statutory Trusts › Subchapter VIII - Dissolution and Winding Up › § 29–1208.03. Winding up

§ 29–1208.03. Winding up.
(a) A dissolved statutory trust shall wind up its activities and the trust and each series thereof shall continue after dissolution only for the purpose of its winding up.
(b) In winding up its activities, a statutory trust shall:
(1) Discharge the trust’s debts, obligations, and other liabilities, settle and close the trust’s activities, and marshal and distribute the property of the trust; and
(2) Distribute any surplus property after complying with paragraph (1) of this subsection to the beneficial owners in proportion to their beneficial interests.
(c) In winding up its activities, a statutory trust may:
(1) Preserve the trust’s activities and property as a going concern for a reasonable time;
(2) Institute, maintain, and defend actions and proceedings, whether civil, criminal, or administrative;
(3) Transfer the trust’s property;
(4) Settle disputes; and
(5) Perform other acts necessary or appropriate to its winding up.
(d) Trustees of a dissolved statutory trust that has disposed of claims under § 29-1208.04 or § 29-1208.05 shall not be liable for breach of duty with respect to claims against the trust that are barred or satisfied under § 29-1208.04 or § 29-1208.05.
(e) The dissolution of a statutory trust shall not terminate the authority of its registered agent.
(f) On application of any person that shows good cause, the Superior Court may appoint a person to be a receiver for a dissolved statutory trust with the power to undertake any action that might have been done by the trust during its winding up if the action is necessary for final settlement of the trust.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(l)(8)(B), 59 DCR 13171.)
Section References
This section is referenced in § 29-1204.04, § 29-1206.04, and § 29-1206.15.
Effect of Amendments
The 2013 amendment by D.C. Law 19-210 substituted “subsection” for “section” in (b)(2).
Editor's Notes
Uniform Law: This section is based on § 803 of the Uniform Statutory Trust Entity Act.
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 12 - Statutory Trusts › Subchapter VIII - Dissolution and Winding Up › § 29–1208.04. Known claims against dissolved statutory trust

§ 29–1208.04. Known claims against dissolved statutory trust.
(a) Except as otherwise provided in subsection (c) of this section, a dissolved statutory trust may give notice of a known claim which has the effect provided in subsection (b) of this section. The trust may, in a record, notify its known claimants of the dissolution. The notice shall:
(1) Specify the information required to be included in the claim;
(2) Provide a mailing address to which the claim is to be sent;
(3) State the deadline for receipt of the claim, which shall not be less than 120 days after the date the notice is sent to the claimant; and
(4) State that the claim will be barred if not received by the deadline.
(b) A claim against a dissolved statutory trust is barred if the requirements of subsection (a) of this section are met and:
(1) The claim is not received by the specified deadline; or
(2) If the claim is timely received but rejected by the trust:
(A) The trust notifies the claimant in a record that the claim is rejected and will be barred unless the claimant commences an action against the trust to enforce the claim not later than the 90th day after the claimant receives the notice; and
(B) The claimant does not commence the required action not later than the 90th day.
(c) This section shall not apply to a claim based on:
(1) An event occurring after the effective date of dissolution; or
(2) A liability that on that date is contingent.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(l)(8)(C), 59 DCR 13171.)
Section References
This section is referenced in § 29-1206.15, § 29-1208.03, and § 29-1208.05.
Effect of Amendments
The 2013 amendment by D.C. Law 19-210 substituted “Known claims against dissolved statutory trust” for “Notice to claimant” in the section heading; substituted “give notice of a known claim which has the effect provided in subsection (b) of this section. The trust may, in a record, notify its known claimants of the dissolution” for “dispose of a known claim against it by sending notice to the claimant in a record of the dissolution of the trust” in (a); and deleted “unmatured or” preceding “contingent” in (c)(2).
Editor's Notes
Uniform Law: This section is based on § 804 of the Uniform Statutory Trust Entity Act.
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 12 - Statutory Trusts › Subchapter VIII - Dissolution and Winding Up › § 29–1208.05. Other claims against dissolved statutory trust

§ 29–1208.05. Other claims against dissolved statutory trust.
(a) A dissolved statutory trust may publish notice of its dissolution and request persons having claims against the trust to present them in accordance with the notice.
(b) A notice under subsection (a) of this section shall:
(1) Be published at least once in a newspaper of general circulation in the District or, if it has no principal office in the District, in the city in which the trust’s principal office is or was last located;
(2) Describe the information required for a claim;
(3) Provide a mailing address to which the claim may be sent; and
(4) State that a claim against the trust shall be barred unless an action to enforce the claim is commenced not later than 3 years after publication of the notice.
(c) If a dissolved statutory trust publishes a notice in accordance with subsection (b) of this section, the claim of each of the following claimants is barred unless the claimant commences an action to enforce a claim against the trust not later than 3 years after the publication date of the notice:
(1) A claimant that did not receive notice in a record under § 29-1208.04;
(2) A claimant whose claim was timely sent to the trust but was rejected or not acted on; and
(3) A claimant whose claim is contingent at, or based on an event occurring after, the effective date of dissolution.
(d) A claim not barred under this section or § 29-1208.04 may be enforced against:
(1) A dissolved statutory trust, to the extent of its undistributed property; and
(2) A beneficial owner, except as provided in § 29-1208.06, if property of the trust has been distributed after dissolution, against a beneficial owner to the extent of that person’s proportionate share of the claim or property distributed to the beneficial owner after dissolution, whichever is less.
(e) A person’s total liability for all claims under subsection (d)(2) of this section does not exceed the total amount of assets distributed to the person after dissolution.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(l)(8)(D), 59 DCR 13171.)
Section References
This section is referenced in § 29-1206.15, § 29-1208.03, and § 29-1208.06.
Effect of Amendments
The 2013 amendment by D.C. Law 19-210 substituted “Other claims against dissolved statutory trust” for “Publication of notice” in the section heading; in (c), substituted “the claim of each of the following claimants is barred unless” for “unless”, and deleted “the claim of each of the following claimants shall be barred” following “date of the notice”; and rewrote (d) and (e).
Editor's Notes
Uniform Law: This section is based on § 805 of the Uniform Statutory Trust Entity Act.
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 12 - Statutory Trusts › Subchapter VIII - Dissolution and Winding Up › § 29–1208.06. Court proceedings

§ 29–1208.06. Court proceedings.
(a) A dissolved statutory trust that has published a notice under § 29-1208.05 may file an application with the Superior Court, or, if the principal office is not located in the District, in the appropriate court where the office of its principal office is located, 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 trust or that are based on an event occurring after the effective date of dissolution but which, based on the facts known to the dissolved trust, are reasonably expected 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 § 29-1208.05(c).
(b) Notice of the proceeding must be given by the dissolved statutory trust to each claimant holding a contingent claim whose contingent claim is shown on the records of the dissolved trust not later than 10 days after the filing of the application under subsection (a) of this section.
(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 reasonable expert witness fees, must be paid by the dissolved statutory trust.
(d) Provision by the dissolved statutory trust for security in the amount and the form ordered by the court under subsection (a) of this section satisfies the dissolved trust’s obligations with respect to claims that are contingent, have not been made known to the dissolved trust, or are based on an event occurring after the effective date of dissolution, and such claims may not be enforced against a beneficial owner that received assets in liquidation.
(Mar. 5, 2013, D.C. Law 19-210, § 2(l)(8)(E), 59 DCR 13171.)
Section References
This section is referenced in § 29-1206.15 and § 29-1208.05.
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 12 - Statutory Trusts › Subchapter IX - Transition Provisions › § 29–1209.01. Application to existing relationships

§ 29–1209.01. Application to existing relationships.
(a) This chapter shall not limit, prohibit, or invalidate the existence, acts, or obligations of any common-law trust created or doing business in the District before or after the applicability date of this chapter. The laws of the District other than this chapter pertaining to trusts shall apply to common-law trusts.
(b) A common-law trust arising under the law of the District before or after the applicability date of this chapter that does not have a prevailingly donative purpose may elect to be governed by this chapter by filing of a certificate of trust under § 29-1202.01.
(c) A trust created pursuant to a statute of the District that was required by that statute to file a certificate of trust with the Mayor before the applicability date of this chapter may elect to be governed by this chapter by filing an amendment to its certificate of trust under § 29-1202.02.
(d) On and after one year after the applicability date of this chapter, this chapter shall govern the organization and internal affairs of all trusts created pursuant to a statute of the District that was required by that statute to file a certificate of trust with the Mayor before the applicability date of this chapter.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Editor's Notes
Uniform Law: This section is based on § 1005 of the Uniform Statutory Trust Entity Act.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 13 - Benefit Corporations › Subchapter I - Preliminary Provisions › § 29–1301.01. Short title

§ 29–1301.01. Short title.
This chapter may be cited as the “Benefit Corporation Act of 2012”.
(May 1, 2013, D.C. Law 19-305, § 2(b), 60 DCR 2735.)
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 13 - Benefit Corporations › Subchapter I - Preliminary Provisions › § 29–1301.03. Applicability; construction

§ 29–1301.03. Applicability; construction.
(a) This chapter shall be applicable to all benefit corporations.
(b) This chapter shall not affect a statute or rule of law that is applicable to a business corporation that is not a benefit corporation, and shall not in and of itself create an implication that a contrary or different rule is applicable to a business corporation and not a benefit corporation.
(c) Except as otherwise provided in this chapter, Chapters 1, 2, and 3 of this title shall apply to a benefit corporation organized under this chapter. A benefit corporation may simultaneously be subject to this chapter and one or more other chapters of this title.
(d) A provision of the articles of incorporation or bylaws of a benefit corporation may not relax, be inconsistent with, or supersede a provision of this chapter.
(May 1, 2013, D.C. Law 19-305, § 2(b), 60 DCR 2735.)
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 13 - Benefit Corporations › Subchapter I - Preliminary Provisions › § 29–1301.04. Formation of benefit corporations

§ 29–1301.04. Formation of benefit corporations.
A benefit corporation must be formed in accordance with Chapter 3 of this title, but its articles of incorporation must also state that it is a benefit corporation.
(May 1, 2013, D.C. Law 19-305, § 2(b), 60 DCR 2735.)
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 13 - Benefit Corporations › Subchapter I - Preliminary Provisions › § 29–1301.05. Election of status

§ 29–1301.05. Election of status.
(a) An existing business corporation may become a benefit corporation under this chapter by amending its articles of incorporation so that they contain, in addition to the requirements of § 29-308.01, a statement that the corporation is a benefit corporation. To be effective, the amendment must be adopted by at least the minimum status vote.
(b)(1) This subsection applies if all of the following apply:
(A) An entity that is not a benefit corporation is:
(i) A party to a merger or consolidation; or
(ii) The exchanging entity in a share exchange; and
(B) The surviving, new, or resulting entity in the merger, consolidation, or share exchange is to be a benefit corporation.
(2) To be effective, a plan of merger, consolidation or share exchange subject to this subsection must be adopted by at least the minimum status vote.
(May 1, 2013, D.C. Law 19-305, § 2(b), 60 DCR 2735.)
Section References
This section is referenced in § 29-1301.06.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 13 - Benefit Corporations › Subchapter I - Preliminary Provisions › § 29–1301.06. Termination of status

§ 29–1301.06. Termination of status.
(a) A benefit corporation may terminate its status as a benefit corporation and cease to be subject to this chapter by amending its articles of incorporation and deleting the provision required by § 29-1301.05. To be effective, the amendment must be adopted by at least the minimum status vote.
(b) If a plan would have the effect of terminating the status of a business corporation as a benefit corporation, to be effective, the plan must be adopted by at least the minimum status vote. Any sale, lease, exchange, or other disposition of all or substantially all of the assets of a benefit corporation, unless the transaction is in the usual and regular course of business, shall not be effective unless the transaction is approved by at least the minimum status vote.
(May 1, 2013, D.C. Law 19-305, § 2(b), 60 DCR 2735.)
Section References
This section is referenced in § 29-1301.02.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 13 - Benefit Corporations › Subchapter II - Corporate Purposes › § 29–1302.01. Corporate purposes

§ 29–1302.01. Corporate purposes.
(a) A benefit corporation shall have a purpose of creating general public benefit. This purpose is in addition to its purpose under § 29-303.01.
(b) The articles of incorporation of a benefit corporation may identify one or more specific public benefits that it is the purpose of the benefit corporation to create in addition to its purposes under § 29-303.01 and subsection (a) of this section. The identification of a specific public benefit under this subsection does not limit the obligation of a benefit corporation under subsection (a) of this section.
(c) The creation of general public benefit and specific public benefit under subsections (a) and (b) of this section is in the best interests of the benefit corporation.
(d) A benefit corporation may amend its articles of incorporation to add, amend, or delete the identification of a specific public benefit for that benefit corporation. To be effective, the amendment must be adopted by at least the minimum status vote.
(e) A professional corporation that is a benefit corporation does not violate § 29-505 by having its purpose be to create general public benefit or a specific public benefit.
(May 1, 2013, D.C. Law 19-305, § 2(b), 60 DCR 2735.)
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 13 - Benefit Corporations › Subchapter III - Accountability › § 29–1303.01. Standard of conduct for directors

§ 29–1303.01. Standard of conduct for directors.
(a) In discharging the duties of their respective positions and in considering the best interests of the benefit corporation, the board of directors, committees of the board, and individual directors of a benefit corporation:
(1) Shall consider the effects of any action upon:
(A) The shareholders of the benefit corporation;
(B) The employees and work force of the benefit corporation, its subsidiaries, and its suppliers;
(C) The interests of customers as beneficiaries of the general public benefit or specific public benefit purposes of the benefit corporation;
(D) Community and societal factors, including those of each community in which offices or facilities of the benefit corporation, its subsidiaries, or its suppliers are located;
(E) The local and global environment;
(F) The short-term and long-term interests of the benefit corporation, including benefits that may accrue to the benefit corporation from its long-term plans and the possibility that these interests may be best served by the continued independence of the benefit corporation; and
(G) The ability of the benefit corporation to accomplish its general public benefit purpose and any specific public benefit purpose;
(2) May consider other pertinent factors or the interests of any other group that they deem appropriate; and
(3) Need not give priority to the interests of a particular person or group referenced in paragraph (1) or (2) of this subsection over the interests of any other person or group, unless the benefit corporation has stated in its articles of incorporation its intention to give priority to certain interests related to its accomplishment of its general public benefit purpose or of a specific public benefit purpose identified in its articles of incorporation.
(b) The consideration of interests and factors in the manner required by subsection (a) of this section does not constitute a violation of § 29-306.30.
(c) A director is not personally liable for monetary damages for:
(1) Any action taken as a director if the director performed the duties of office in compliance with § 29-306.30 and this section; or
(2) Failure of the benefit corporation to create general public benefit or specific public benefit.
(d) A director does not have a duty to a person that is a beneficiary of the general public benefit purpose or a specific public benefit purpose of a benefit corporation arising from the status of the person as a beneficiary.
(May 1, 2013, D.C. Law 19-305, § 2(b), 60 DCR 2735.)
Section References
This section is referenced in § 29-1301.02, § 29-1303.02, and § 29-1303.03.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 13 - Benefit Corporations › Subchapter III - Accountability › § 29–1303.03. Standard of conduct for officers

§ 29–1303.03. Standard of conduct for officers.
(a) Each officer of a benefit corporation shall consider the interests and factors described and in the manner provided in § 29-1303.01(a) if:
(1) The officer has discretion to act with respect to a matter; and
(2) It is reasonably apparent to the officer that the matter may have a material effect on the creation of general public benefit or a specific public benefit identified in the articles of incorporation of the benefit corporation.
(b) The consideration of interests and factors as provided by subsection (a) of this section shall not constitute a violation of § 29-306.42.
(c) An officer is not personally liable for monetary damages for:
(1) Action taken as an officer if the officer performed the duties of the position in compliance with § 29-306.42 and this section; or
(2) Failure of the benefit corporation to pursue or create general public benefit or specific public benefit.
(d) An officer does not have a duty to a beneficiary of the general public benefit purpose or a specific public benefit purpose of a benefit corporation arising from the beneficiary’s status.
(May 1, 2013, D.C. Law 19-305, § 2(b), 60 DCR 2735.)
Section References
This section is referenced in § 29-1303.02.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 13 - Benefit Corporations › Subchapter III - Accountability › § 29–1303.04. Benefit officer

§ 29–1303.04. Benefit officer.
(a) A benefit corporation may designate a benefit officer.
(b) A benefit officer shall have:
(1) The powers and duties relating to the purpose of the corporation to create general public benefit or specific public benefit provided:
(A) By the bylaws; or
(B) Absent controlling provisions in the bylaws, by resolutions or orders of the board of directors; and
(2) The duty to prepare the benefit report required by § 29-1304.01.
(May 1, 2013, D.C. Law 19-305, § 2(b), 60 DCR 2735.)
Section References
This section is referenced in § 29-1301.02.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 13 - Benefit Corporations › Subchapter III - Accountability › § 29–1303.05. Right of action

§ 29–1303.05. Right of action.
(a) Except in a benefit enforcement proceeding, no person may bring an action or assert a claim against a benefit corporation or its directors or officers with respect to:
(1) Failure to pursue or create general public benefit or a specific public benefit set forth in its articles of incorporation; or
(2) Violation of a duty or standard of conduct under this chapter.
(b) A benefit corporation shall not be liable for monetary damages under this chapter for any failure of the benefit corporation to pursue or create general public benefit or a specific public benefit.
(c) A benefit enforcement proceeding may be commenced or maintained only:
(1) Directly by the benefit corporation; or
(2) Derivatively by:
(A) A shareholder;
(B) A director;
(C) A person or group of persons that owns beneficially or of record 5% or more of the equity interests in an entity of which the benefit corporation is a subsidiary; or
(D) Other persons as specified in the articles of incorporation or bylaws of the benefit corporation.
(May 1, 2013, D.C. Law 19-305, § 2(b), 60 DCR 2735.)