reglab/statecodes huggingface dataset:
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 1 - General Provisions › Subchapter II - Filing › § 29–102.12. Fees

§ 29–102.12. Fees.
(a) The Mayor, pursuant to Chapter 5 of Title 2, shall adopt rules, to establish or revise fees for entity filings authorized to be delivered to the Mayor for filing under this title and for copying and certifying a copy of any entity filing under this title.
(b) There shall be no fee for filing a registered agent’s statement of resignation.
(c) The withdrawal under § 29-102.04 of a filed record before it is effective or the correction of a filed record under § 29-102.05 shall not entitle the person on whose behalf the record was filed to a refund of the filing fee.
(d) The rules proposed pursuant to subsection (a) of this section shall be submitted to the Council for a 45-day period of review, excluding Saturdays, Sundays, legal holidays, and days of Council recess. If the Council does not approve the proposed rules, in whole or in part, by resolution within this 45-day review period, the proposed rules shall be deemed approved.
(e) The Mayor may implement fee forgiveness programs by rulemaking to encourage entities to come into compliance with the entity filing requirements of this subchapter.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; May 1, 2013, D.C. Law 19-305, § 2(d), 60 DCR 2735; Nov. 13, 2021, D.C. Law 24-45, § 6024, 68 DCR 010163.)
Section References
This section is referenced in § 29-102.13.
Effect of Amendments
The 2013 amendment by D.C. Law 19-305 substituted “deemed approved” for “deemed disapproved” in (d).
Emergency Legislation
For temporary (90 days) amendment of this section, see § 6024 of Fiscal Year 2022 Budget Support Emergency Act of 2021 (D.C. Act 24-159, Aug. 23, 2021, 68 DCR 008602).
For temporary (90 days) amendment of this section, see § 206 of Coronavirus Support Second Congressional Review Emergency Amendment Act of 2020 (D.C. Act 23-405, Aug. 19, 2020, 67 DCR 10235).
For temporary (90 days) amendment of this section, see § 206 of Coronavirus Support Congressional Review Emergency Amendment Act of 2020 (D.C. Act 23-328, June 8, 2020, 67 DCR 7598).
For temporary (90 days) amendment of this section, see § 206 of Coronavirus Support Emergency Amendment Act of 2020 (D.C. Act 23-326, May 27, 2020, 67 DCR 7045).
For temporary (90 days) amendment of this section, see § 204 of COVID-19 Response Emergency Amendment Act of 2020 (D.C. Act 23-247, Mar. 17, 2020, 67 DCR 3093).
Temporary Legislation
For temporary (225 days) amendment of this section, see § 206 of Coronavirus Support Temporary Amendment Act of 2020 (D.C. Law 23-130, Oct. 9, 2020, 67 DCR 8622).
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 1 - General Provisions › Subchapter II - Filing › § 29–102.13. Establishment of Corporate Recordation Fund; disposition of entity filing fees

§ 29–102.13. Establishment of Corporate Recordation Fund; disposition of entity filing fees.
(a) There is established the Corporate Recordation Fund (“Fund”), which shall be classified as a proprietary fund and a type of enterprise fund for the purposes of § 47-373(1). The Fund shall be credited with all fees:
(1) That are identified in § 29-102.12 that are collected for Chapters 10, 12, and 13;
(2) That are identified as expedited fees and the fees collected for the enforcement of Chapters 10, 12, and 13; and
(3) Collected for the processing of corporate filings, including renewals, fines, and option service fees.
(b) Revenue credited to the Fund shall be expended by the Department of Licensing and Consumer Protection as designated by an appropriations act of Congress for the purposes of maintaining and upgrading the corporate filing system, including copying fees, automation upgrades, personnel costs, and supplies.
(c) Fees and charges payable to the Mayor shall be paid at the time of presenting a document for filing or making a request for information for which a fee or charge is payable.
(d) Overpayments and duplicate and erroneous payments shall be refunded. A mere change of purpose after the payment of money, as when a party desires to withdraw a filing, shall not entitle a party to a refund.
(e) Except noted under subsection (d) of this section, all other fees shall be deemed processing fees and shall be nonrefundable.
(f) The Mayor may cancel a processed filing due to nonpayment.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; May 1, 2013, D.C. Law 19-305, § 2(c), 60 DCR 2735; Apr. 5, 2021, D.C. Law 23-269, § 501(o), 68 DCR 001490.)
Section References
This section is referenced in § 47-2855.05.
Effect of Amendments
The 2013 amendment by D.C. Law 19-305 substituted “10, 12, and 13” for “10 and 12” in (a)(1) and (a)(2).
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 1 - General Provisions › Subchapter III - Name of Entity › § 29–103.01. Permitted names

§ 29–103.01. Permitted names.
(a) Except as otherwise provided in subsections (b) and (d) of this section, the name of a domestic entity, and the name under which a foreign filing entity or foreign limited liability partnership may register to do business in the District, shall be distinguishable on the records of the Mayor from any:
(1) Name of another domestic filing entity or limited liability partnership;
(2) Name of a foreign entity that is registered to do business in the District under subchapter V of this chapter;
(3) Name that is reserved under § 29-103.03;
(4) Name that is registered under § 29-103.04; or
(5) Assumed name registered under subchapter I-C of Chapter 28 of Title 47.
(b) An entity may consent in a record to the use of its name by another registered entity, but the consenting entity must, in a form satisfactory to the Mayor, change its name so that it is distinguishable from any name in any category of names in subsection (a) of this section.
(c) Except as otherwise provided in subsection (d) of this section, in determining whether a name is the same as or not distinguishable on the records of the Mayor from the name of another entity, words, phrases, or abbreviations indicating the type of entity, such as “corporation”, “corp.”, “incorporated”, “Inc.”, “professional corporation”, “PC”, “professional association”, “PA”, “Limited”, “Ltd.”, “limited partnership”, “LP”, “limited liability partnership”, “LLP”, “registered limited liability partnership”, “RLLP”, “limited liability limited partnership”, “LLLP”, “registered limited liability limited partnership”, “RLLLP”, “limited liability company”, or “LLC”, shall not be taken into account.
(d) An entity may consent in a record to the use of a name that is not distinguishable on the records of the Mayor from its name except for the addition of a word, phrase, or abbreviation indicating the type of entity described in subsection (c) of this section. In such a case, the entity need not change its name pursuant to subsection (b) of this section.
(e) An entity name shall not contain the words “bank”, “banking”, “credit union”, “insurance”, or words of similar import, without the prior approval of the Mayor.
(f) An entity name shall not be the same as, or so deceptively similar to, the name of any department, agency, or instrumentality of the United States or the District of Columbia so as to mislead the public or cause confusion.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(a)(13), 59 DCR 13171.)
Section References
This section is referenced in § 29-103.04, § 29-105.03, § 29-105.06, § 29-105.10, § 29-106.03, § 29-302.02, § 29-402.02, § 29-407.04, § 29-610.01, § 29-610.05, § 29-702.01, § 29-802.01, § 29-802.06, § 29-1003.02, and § 29-1202.01.
Effect of Amendments
The 2013 amendment by D.C. Law 19-210 rewrote the section.
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 1 - General Provisions › Subchapter III - Name of Entity › § 29–103.03. Reservation of name

§ 29–103.03. Reservation of name.
(a) A person may reserve the exclusive use of an entity name by delivering an application to the Mayor for filing. The application shall state the name and address of the applicant and the name proposed to be reserved. If the Mayor finds that the entity name applied for is available, the Mayor shall reserve the name for the applicant’s exclusive use for a 120-day period.
(b) The owner of a reserved entity name may transfer the reservation to another person by delivering to the Mayor a signed notice in a record of the transfer which states the name and address of the transferee.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Section References
This section is referenced in § 29-103.01 and § 47-2855.02.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 1 - General Provisions › Subchapter III - Name of Entity › § 29–103.04. Registration of name

§ 29–103.04. Registration of name.
(a) A foreign filing entity or foreign limited liability partnership not registered to do business in the District under subchapter VI of this chapter may register its name, or an alternate name required by § 29-105.06, if the name is distinguishable upon the records of the Mayor from the names that are not available under § 29-103.01.
(b) To register its name or an alternate name required by § 29-105.06, a foreign filing entity or foreign limited liability partnership shall deliver to the Mayor for filing an application setting forth its name, or its name with any addition required by § 29-105.06, and the jurisdiction and date of its formation. If the Mayor finds that the name applied for is available, the Mayor shall register the name for the applicant’s exclusive use.
(c) The registration of a name under this section shall be effective for one year after the date of registration.
(d) A foreign filing entity or foreign limited liability partnership whose name registration is effective may renew the registration for successive one-year periods by delivering, not earlier than 3 months before the expiration of the registration, to the Mayor for filing a renewal application that complies with this section. When filed, the renewal application renews the registration for a succeeding one-year period.
(e) A foreign filing entity or foreign limited liability partnership with an effective name registration may register as a foreign filing entity or foreign limited liability partnership under its registered name, or may consent in a signed record to the use of that name by another entity.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(a)(15), 59 DCR 13171.)
Section References
This section is referenced in § 29-103.01 and § 47-2855.02.
Effect of Amendments
The 2013 amendment by D.C. Law 19-210 substituted “registration” for “filing” in (c); substituted “registration” for “registration year” in (d); and rewrote (e).
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 1 - General Provisions › Subchapter IV - Registered Agent › § 29–104.01. Definitions

§ 29–104.01. Definitions.
For the purposes of this subchapter, the term:
(1) “Designation of agent” means a statement designating a registered agent, that is delivered to the Mayor for filing under § 29-104.11 by a nonregistered foreign entity or domestic nonfiling entity.
(2) “Registered agent filing” means:
(A) The public organic record of a domestic filing entity;
(B) A statement of qualification of a domestic limited liability partnership;
(C) A foreign registration statement filed pursuant to § 29-105.03; or
(D) An designation of a registered agent.
(3) “Represented entity” means a:
(A) Domestic filing entity;
(B) Domestic or limited liability partnership;
(C) Registered foreign entity;
(D) Domestic or foreign unincorporated nonprofit association for which a designation of an agent is in effect;
(E) Domestic nonfiling entity for which a designation of an agent has been filed; or
(F) Nonregistered foreign entity for which a designation of an agent has been filed.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(a)(16), 59 DCR 13171.)
Effect of Amendments
The 2013 amendment by D.C. Law 19-210 rewrote the section.
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 1 - General Provisions › Subchapter IV - Registered Agent › § 29–104.02. Entities required to designate and maintain registered agent

§ 29–104.02. Entities required to designate and maintain registered agent.
The following shall designate and maintain a registered agent in the District:
(1) A domestic filing entity;
(2) A domestic limited liability partnership; and
(3) A registered foreign entity.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(a)(17), 59 DCR 13171.)
Section References
This section is referenced in § 29-105.11.
Effect of Amendments
The 2013 amendment by D.C. Law 19-210 deleted “that does not maintain a place of business in the District” following “partnership” in (2); and substituted “registered” for “qualified” in (3).
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 1 - General Provisions › Subchapter IV - Registered Agent › § 29–104.03. Addresses in filings

§ 29–104.03. Addresses in filings.
If a provision of this subchapter other than § 29-104.10(a)(4) requires that a record state an address, the record shall state a:
(1) Street address in the District; and
(2) Mailing address in the District, if different from the address described in paragraph (1) of this section.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 1 - General Provisions › Subchapter IV - Registered Agent › § 29–104.04. Designation of registered agent

§ 29–104.04. Designation of registered agent.
(a) A registered agent filing shall be signed by the entity and state:
(1) The name of the represented entity’s commercial registered agent; or
(2) If the entity does not have a commercial registered agent:
(A) The name and address of the entity’s noncommercial registered agent; or
(B) If the entity designates an officer or employee to accept service of process, the title of the office or other position and the address of the business office of that person.
(b) The designation of a registered agent pursuant to subsection (a)(1) or (2)(A) of this section shall be an affirmation under § 29-102.09 by the represented entity that the agent has consented to serve.
(c) The Mayor shall make available in a record as soon as practicable a daily list of filings that contain the name of a registered agent. The list shall:
(1) Be available for at least 14 calendar days;
(2) List in alphabetical order the names of the registered agents; and
(3) State the type of filing and name of the represented entity making the filing.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(a)(18), 59 DCR 13171.)
Section References
This section is referenced in § 29-101.02, § 29-104.07, § 29-104.08, § 29-104.11, § 29-104.13, § 29-105.03, § 29-105.04, § 29-105.10, § 29-107.01, § 29-302.02, § 29-308.05, § 29-402.02, § 29-610.01, § 29-702.01, § 29-802.01, § 29-906, and § 29-1003.02.
Effect of Amendments
The 2013 amendment by D.C. Law 19-210 substituted “Designation” for “Appointment” in the section heading; substituted “shall be signed by the entity and state” for “shall state” in the introductory language of (a); and substituted “designation” for “appointment” in (b).
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 1 - General Provisions › Subchapter IV - Registered Agent › § 29–104.05. Listing of commercial registered agent

§ 29–104.05. Listing of commercial registered agent.
(a) A person may become listed as a commercial registered agent by delivering to the Mayor for filing a commercial registered agent listing statement signed by the person which states:
(1) The name of the individual or the name of the entity, type of entity, and jurisdiction of formation of the entity;
(2) That the person is in the business of serving as a commercial registered agent in the District; and
(3) The address of a place of business of the person in the District to which service of process, notices, and demands being served on or sent to entities represented by the person may be delivered.
(b) A commercial registered agent listing statement may include the information regarding acceptance by the agent of service of process in a form other than a written record as provided for in § 29-104.12(e).
(c) If the name of a person delivering to the Mayor for filing a commercial registered agent listing statement is not distinguishable on the records of the Mayor from the name of another commercial registered agent listed under this section, the person shall adopt a fictitious name that is distinguishable and use that name in its statement and when it does business in the District as a commercial registered agent.
(d) The Mayor shall note the filing of the commercial registered agent listing statement in the records maintained by the Mayor for each entity represented by the agent at the time of the filing. The statement has the effect of amending the registered agent filing for each of those entities to:
(1) Designate the person becoming listed as the commercial registered agent of each of those entities; and
(2) Delete the address of the former agent from the registered agent filing of each of those entities.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(a)(19), 59 DCR 13171.)
Section References
This section is referenced in § 29-101.02, § 29-104.06, § 29-104.09, § 29-104.12, and § 29-104.13.
Effect of Amendments
The 2013 amendment by D.C. Law 19-210 rewrote the section.
Editor's Notes
Section 2(a)(19)(B) of D.C. Law 19-210 provided: “(B) Subsection (b) is amended by striking the phrase ‘and other notice and documents’ and inserting the phrase ‘, notices, and demands’ in its place.” Because this language did not match the statute text of § 29-104.05(b), the amendment could not be implemented.
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 1 - General Provisions › Subchapter IV - Registered Agent › § 29–104.06. Termination of listing of commercial registered agent

§ 29–104.06. Termination of listing of commercial registered agent.
(a) A commercial registered agent may terminate its listing as a commercial registered agent by delivering to the Mayor for filing a commercial registered agent termination statement signed by the agent which states:
(1) The name of the agent as listed under § 29-104.05; and
(2) That the agent is no longer in the business of serving as a commercial registered agent in the District.
(b) A commercial registered agent termination statement shall be effective at 12:01 a.m. on the 31st day after the day on which it is delivered to the Mayor for filing.
(c) The commercial registered agent promptly shall furnish each entity represented by the agent notice in a record of the filing of the commercial registered agent termination statement.
(d) When a commercial registered agent termination statement takes effect, the commercial registered agent ceases to be a registered agent for each entity formerly represented by it. Until an entity formerly represented by a terminated commercial registered agent designates a new registered agent, service of process may be made on the entity pursuant to § 29-104.12. Termination of the listing of a commercial registered agent under this section shall not affect any contractual rights a represented entity has against the agent or that the agent has against the entity.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(a)(20), 59 DCR 13171.)
Section References
This section is referenced in § 29-104.09.
Effect of Amendments
The 2013 amendment by D.C. Law 19-210 deleted “or on behalf of” following “signed by” in (a); and in (d) substituted “a registered agent for” for “an agent for service of process on”, and “designates” for “appoints”.
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 1 - General Provisions › Subchapter IV - Registered Agent › § 29–104.07. Change of registered agent by entity

§ 29–104.07. Change of registered agent by entity.
(a) A represented entity may change the information on file under § 29-104.04(a) by delivering to the Mayor for filing a statement of change signed on behalf of an authorized person on behalf of the entity which states the:
(1) Name of the entity; and
(2) Information that is to be in effect as a result of the filing of the statement of change.
(b) The interest holders or governors of a domestic entity need not approve the filing of a:
(1) Statement of change under this section; or
(2) Similar filing changing the registered agent or registered office, if any, of the entity in any other jurisdiction.
(c) A statement of change under this section designating a new registered agent shall be an affirmation under § 29-102.09 by the represented entity that the agent has consented to serve.
(d) As an alternative to using the procedure in this section, a represented entity may change the information on file under § 29-104.04(a) by amending its most recent registered agent filing in a manner provided by law of the District other than this title for amending the filing.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(a)(21), 59 DCR 13171.)
Section References
This section is referenced in § 29-102.11, § 29-105.11, § 29-601.11, § 29-702.02, § 29-702.06, § 29-802.02, § 29-802.05, § 29-1202.02, and § 29-1202.05.
Effect of Amendments
The 2013 amendment by D.C. Law 19-210 substituted “signed on behalf of” for “signed by” in (a); substituted “registered office, if any” for “registered office” in (b)(2); substituted “designating” for “appointing” in (c); repealed former (d), which read: “A statement of change under this section shall be effective on delivery to the Mayor for filing”; and redesignated former (e) as (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 1 - General Provisions › Subchapter IV - Registered Agent › § 29–104.08. Change of name, address, type of entity, or jurisdiction of formation by noncommercial registered agent

§ 29–104.08. Change of name, address, type of entity, or jurisdiction of formation by noncommercial registered agent.
(a) If a noncommercial registered agent changes its name, its address in effect with respect to a represented entity under § 29-104.04(a), its type of entity, or its jurisdiction of formation, the agent shall deliver to the Mayor for filing, with respect to each entity represented by the agent, a statement of change signed by the agent which states:
(1) The name of the entity;
(2) The name and address of the agent in effect with respect to the entity;
(3) If the name of the agent has changed, the new name;
(4) If the address of the agent has changed, the new address; and
(5) If the agent is an entity:
(A) If the type of entity has changed, the new type of entity; and
(B) If the jurisdiction of formation has changed, the new jurisdiction of formation.
(b) A noncommercial registered agent promptly shall furnish the represented entity with notice in a record of the delivery to the Mayor for filing of a statement of change and the changes made in the statement.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(a)(22), 59 DCR 13171.)
Section References
This section is referenced in § 29-102.11.
Effect of Amendments
The 2013 amendment by D.C. Law 19-210 rewrote the section.
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 1 - General Provisions › Subchapter IV - Registered Agent › § 29–104.09. Change of name, address, type of entity, or jurisdiction of formation by commercial registered agent

§ 29–104.09. Change of name, address, type of entity, or jurisdiction of formation by commercial registered agent.
(a) If a commercial registered agent changes its name, its address as listed under § 29-104.05(a)(3), its type of entity, or its jurisdiction of formation, the agent shall deliver to the Mayor for filing a statement of change signed by the agent which states:
(1) The name of the agent as listed under § 29-104.05(a)(1);
(2) If the name of the agent has changed, the new name;
(3) If the address of the agent has changed, the new address;
(4) If the type of entity has changed, the new type of entity; and
(5) If the jurisdiction of formation of the entity has changed, the new jurisdiction of formation.
(b) The filing by the Mayor of a statement of change under subsection (a) of this section shall change the information regarding the agent with respect to each entity represented by the agent.
(c) A commercial registered agent promptly shall furnish each entity represented by it notice in a record of the filing by the Mayor of a statement of change relating to the name or address of the agent and the changes made in the statement.
(d) If a commercial registered agent changes its address without delivering for filing a statement of change as required by this section, the Mayor may cancel the listing of the agent under § 29-104.05. A cancellation under this subsection shall have the same effect as a termination under § 29-104.06. Promptly after canceling the listing of an agent, the Mayor shall serve notice in a record in the manner provided in § 29-104.12(b) or (c) on:
(1) Each entity represented by the agent, stating that the agent has ceased to be a registered agent for the entity and that, until the entity designates a new registered agent, service of process may be made on the entity as provided in § 29-104.12; and
(2) The agent, stating that the listing of the agent has been canceled under this section.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(a)(23), 59 DCR 13171.)
Section References
This section is referenced in § 29-102.11.
Effect of Amendments
The 2013 amendment by D.C. Law 19-210 deleted “or on behalf of” following “signed by” in (a); substituted “filing by the Mayor” for “delivery to the Mayor for filing by a commercial registered agent” in (b); substituted “filing by the Mayor” for “delivery to the Mayor for filing” in (c); and in (d)(1) substituted “a registered agent for” for “an agent for service of process on” and “designates” for “appoints”.
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 1 - General Provisions › Subchapter IV - Registered Agent › § 29–104.10. Resignation of registered agent

§ 29–104.10. Resignation of registered agent.
(a) A registered agent may resign as agent for a represented entity by delivering to the Mayor for filing a statement of resignation signed by the agent which states:
(1) The name of the entity;
(2) The name of the agent;
(3) That the agent resigns from serving the registered agent for the entity; and
(4) The address of the entity to which the agent will send the notice required by subsection (c) of this section.
(b) A statement of resignation shall be effective on the earlier of the 31st day after the day on which it is filed by the Mayor or the designation of a new registered agent for the represented entity.
(c) A registered agent promptly shall furnish the represented entity notice in a record of the date on which a statement of resignation was filed by the Mayor.
(d) When a statement of resignation takes effect, the registered agent shall cease to have responsibility under this subchapter for any matter thereafter tendered to it as agent for the represented entity. The resignation shall not affect any contractual rights the entity has against the agent or that the agent has against the entity.
(e) A registered agent may resign with respect to a represented entity whether or not the entity is in good standing.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(a)(24), 59 DCR 13171.)
Section References
This section is referenced in § 29-104.03.
Effect of Amendments
The 2013 amendment by D.C. Law 19-210 deleted “or on behalf of” following “signed by” in the introductory language of (a); substituted “the registered agent” for “agent for service of process” in (a)(3); substituted “designation” for “appointment” in (b); substituted “filed by the Mayor” for “delivered to the Mayor for filing” in (b) and (c); and substituted “responsibility under this subchapter for any matter thereafter tendered” for “responsibility for any matter tendered” 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 1 - General Provisions › Subchapter IV - Registered Agent › § 29–104.13. Duties of registered agent

§ 29–104.13. Duties of registered agent.
The only duties of a registered agent under this subchapter are:
(1) Forward to the represented entity at the address most recently supplied to the agent by the entity any process, notice, or demand that is served on the agent;
(2) Provide the notices required by this title to the entity at the address most recently supplied to the agent by the entity;
(3) If the agent is a noncommercial registered agent, keep current the information required by § 29-104.04(a) in the most recent registered agent filing for the entity; and
(4) If the agent is a commercial registered agent, keep current the information listed for it under § 29-104.05(a).
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(a)(27), 59 DCR 13171.)
Effect of Amendments
The 2013 amendment by D.C. Law 19-210 substituted “only duties of a registered agent under this subchapter are” for “duties of a registered agent shall be” in the introductory language.
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 1 - General Provisions › Subchapter IV - Registered Agent › § 29–104.14. Personal jurisdiction

§ 29–104.14. Personal jurisdiction.
The designation or maintenance in the District of a registered agent shall not by itself create the basis for personal jurisdiction over the represented entity in the District.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(a)(28), 59 DCR 13171.)
Effect of Amendments
The 2013 amendment by D.C. Law 19-210 substituted “designation” for “appointment”.
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 1 - General Provisions › Subchapter V - Foreign Entities › § 29–105.01. Governing law

§ 29–105.01. Governing law.
(a) The law of the jurisdiction of formation of an entity shall govern the:
(1) Internal affairs of the entity;
(2) Liability that a person has as an interest holder or governor for a debt, obligation, or other liability of the entity;
(3) Liability of a series of a series limited liability company; and
(4) Liability of a series of a statutory trust.
(b) A foreign entity shall not be precluded from registering to do business in the District because of any difference between the laws of the entity’s jurisdiction of formation and the laws of the District.
(c) Registration of a foreign entity to do business in the District shall not authorize it to engage in any activity or exercise any power that a domestic entity of the same type may not engage in or exercise in the District.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Section References
This section is referenced in § 29-105.02 and § 29-601.04.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 1 - General Provisions › Subchapter V - Foreign Entities › § 29–105.02. Registration to do business in the District

§ 29–105.02. Registration to do business in the District.
(a) A foreign filing entity or foreign limited liability partnership shall not do business in the District until it registers with the Mayor under this chapter.
(b) A foreign filing entity or foreign limited liability partnership doing business in the District may not maintain an action or proceeding in the District unless it is registered to do business in the District.
(c) The failure of a foreign filing entity or foreign limited liability partnership to register to do business in the District shall not impair the validity of a contract or act of the foreign filing entity or foreign limited liability partnership or preclude it from defending an action or proceeding in the District.
(d) The liability of an interest holder or governor of a foreign filing entity or of a partner of a foreign limited liability partnership shall be governed by the laws of its jurisdiction of formation. Any limitation on that liability shall be not waived shall [sic] solely because the foreign filing entity or foreign limited liability partnership does business in the District without registering.
(e) Section 29-105.01(a) and (b) shall apply even if a foreign entity fails to register under this chapter.
(f) A foreign filing entity that does business in the District without being registered under § 29-105.03 shall be liable for all fees, penalties, and other charges for which the entity would have been liable if it had registered and had filed all reports required by this chapter for the period during which it did business in the District. The Attorney General for the District of Columbia may bring an action in the Superior Court of the District of Columbia to recover these fees, penalties, and other charges. A foreign entity shall not be registered under this chapter until it has paid these fees, penalties, and other charges.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(a)(29), 59 DCR 13171.)
Section References
This section is referenced in § 29-101.06.
Effect of Amendments
The 2013 amendment by D.C. Law 19-210 substituted “may not maintain an action or proceeding” for “shall not maintain an action” in (b); and substituted “an action or proceeding” for “a proceeding” in (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.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 1 - General Provisions › Subchapter V - Foreign Entities › § 29–105.03. Foreign registration statement

§ 29–105.03. Foreign registration statement.
To register to do business in the District, a foreign filing entity or foreign limited liability partnership shall deliver a foreign registration statement to the Mayor for filing. The statement shall be signed by the entity and state:
(1) The name of the foreign filing entity or foreign limited liability partnership and, if the name does not comply with § 29-103.01, an alternate name adopted pursuant to § 29-105.06(a);
(2) The type of entity and, if it is a limited partnership, whether it is a limited liability limited partnership;
(3) The entity’s jurisdiction of formation;
(4) The street and mailing address of the principal office of the entity and, if the laws of its jurisdiction of formation require it to maintain an office in that jurisdiction, the street and mailing address of the office;
(5) The information required by § 29-104.04(a);
(6) The names and street and mailing addresses of a governor;
(7) A certificate, issued not later than 90 days prior to the filing date, by an authorized officer of the jurisdiction of formation, evidencing its existence as a filing entity;
(8) A brief statement of the business the entity proposes to do in the District; and
(9) A statement of the date it commenced or intends to do business in the District.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(a)(30), 59 DCR 13171.)
Section References
This section is referenced in § 29-104.01, § 29-105.02, § 29-105.04, § 29-105.11, and § 29-936.
Effect of Amendments
The 2013 amendment by D.C. Law 19-210 substituted “shall be signed by the entity and state” for “shall state” in the introductory language; and substituted “entity” for “foreign filing entity or foreign limited liability partnership” in (4).
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 1 - General Provisions › Subchapter V - Foreign Entities › § 29–105.04. Amendment of foreign registration statement

§ 29–105.04. Amendment of foreign registration statement.
(a) A registered foreign entity shall deliver to the Mayor for filing an amendment to its foreign registration statement if there is a change in the:
(1) Name of the entity;
(2) Type of entity, including, if it is a limited partnership, whether the entity became or ceased to be a limited liability limited partnership;
(3) Jurisdiction of formation;
(4) Address or addresses required by § 29-105.03(4); or
(5) Information required by § 29-104.04(a).
(b) The requirements of § 29-105.03 for an original foreign registration statement apply to an amendment of a foreign registration statement under this section.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(a)(31), 59 DCR 13171.)
Effect of Amendments
The 2013 amendment by D.C. Law 19-210 substituted “registered foreign entity” for “foreign entity registered to do business in the District” in the introductory language of (a).
Editor's Notes
Application of Law 19-210: Section 7 of D.C. Law 19-210 provided that the act shall apply as of January 1, 2012.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 1 - General Provisions › Subchapter V - Foreign Entities › § 29–105.05. Activities not constituting doing business

§ 29–105.05. Activities not constituting doing business.
(a) Without excluding other activities that do not have the intra-District presence necessary to constitute doing business in the District under this title, a foreign filing entity or foreign limited liability partnership shall not be considered to be doing business in the District under this title solely by reason of carrying on in the District any one or more of the following activities:
(1) Maintaining, defending, mediating, arbitrating, or settling an action or proceeding;
(2) Carrying on any activity concerning its internal affairs, including holding meetings of its interest holders or governors;
(3) Maintaining accounts in financial institutions;
(4) Maintaining offices or agencies for the transfer, exchange, and registration of interests of the entity or maintaining trustees or depositories with respect to those interests;
(5) Selling through independent contractors;
(6) Soliciting or obtaining orders by any means if the orders require acceptance outside the District before they become contracts;
(7) Creating or acquiring indebtedness, mortgages, or security interests in property;
(8) Securing or collecting debts or enforcing mortgages or other security interests in property securing the debts and holding, protecting, or maintaining property so acquired;
(9) Conducting an isolated transaction that is not in the course of similar transactions; and
(10) Doing business in interstate commerce.
(b) This section shall not apply in determining the contacts or activities that may subject a foreign filing entity or foreign limited liability partnership to service of process, taxation, or regulation under law of the District other than this title.
(c) A person does not do business in the District solely by being an interest holder or governor of a foreign entity that does business in the District.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(a)(32), 59 DCR 13171.)
Effect of Amendments
The 2013 amendment by D.C. Law 19-210 substituted “an action or proceeding” for “a proceeding” in (a)(1); substituted “of the entity” for “in the entity” in (a)(4); 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.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 1 - General Provisions › Subchapter V - Foreign Entities › § 29–105.06. Noncomplying name of foreign entity

§ 29–105.06. Noncomplying name of foreign entity.
(a) A registered foreign entity whose name does not comply with § 29-103.01 for an entity of its type shall not register to do business in the District until it adopts, for the purpose of doing business in the District, an alternate name that complies with § 29-103.01. A registered foreign entity that registers under an alternate name under this subsection need not comply with subchapter I-C of Chapter 48 of Title 47. After registering to do business in the District with an alternate name, a registered foreign entity may do business in the District under:
(1) The alternate name;
(2) Its entity name, with the addition of its jurisdiction of formation clearly identified; or
(3) An assumed or fictitious name the entity is authorized to use under subchapter I-C of Chapter 48 of Title 47.
(b) If a registered foreign entity changes its name to one that does not comply with § 29-103.01, it shall not do business in the District until it complies with subsection (a) of this section by amending its registration to adopt an alternate name that complies with § 29-103.01.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(a)(33), 59 DCR 13171.)
Section References
This section is referenced in § 29-103.04, § 29-105.03, and § 29-105.10.
Effect of Amendments
The 2013 amendment by D.C. Law 19-210 substituted “registered foreign entity” for “foreign filing entity or foreign limited liability partnership” throughout the section.
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 1 - General Provisions › Subchapter V - Foreign Entities › § 29–105.07. Withdrawal of registration of registered foreign entity

§ 29–105.07. Withdrawal of registration of registered foreign entity.
(a) A registered foreign entity may withdraw its registration by delivering a statement of withdrawal to the Mayor for filing. The statement of withdrawal shall be signed by the entity and state:
(1) The name of the foreign entity and the name of the jurisdiction under whose law it is formed;
(2) The type of entity, including, if it is a limited partnership, whether it is a limited liability limited partnership;
(3) That the entity is not doing business in the District and that it withdraws its registration to do business in the District;
(4) That the entity revokes the authority of its registered agent to accept service on its behalf in the District; and
(5) An address to which service of process may be made under subsection (b) of this section.
(b) After the withdrawal of the registration of an entity, service of process in any action or proceeding based on a cause of action arising during the time it was registered to do business in the District may be made pursuant to § 29-104.12.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(a)(34), 59 DCR 13171.)
Effect of Amendments
The 2013 amendment by D.C. Law 19-210 substituted “registered foreign entity” for “foreign entity registered to do business in the District” and “shall be signed by the entity and state” for “shall state” in the introductory language of (a); substituted “on its behalf in the District” for “on its behalf” in (a)(4); and substituted “action or proceeding” for “proceeding” in (b).
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 1 - General Provisions › Subchapter V - Foreign Entities › § 29–105.08. Withdrawal deemed on conversion to domestic filing entity or domestic limited liability partnership

§ 29–105.08. Withdrawal deemed on conversion to domestic filing entity or domestic limited liability partnership.
A registered foreign entity that converts to any type of domestic filing entity or to a domestic limited liability partnership shall be deemed to have withdrawn its registration on the effective date of the conversion.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(a)(35), 59 DCR 13171.)
Effect of Amendments
The 2013 amendment by D.C. Law 19-210 substituted “registered foreign entity that” for “qualified foreign entity registered to do business in the District which”; and “domestic” for “domestic registered”.
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.