reglab/statecodes huggingface dataset:
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 2 - Entity Transactions › Subchapter IV - Conversion › § 29–204.02. Plan of conversion

§ 29–204.02. Plan of conversion.
(a) A domestic entity may convert to a different type of entity under this subchapter by approving a plan of conversion. The plan shall be in a record and contain:
(1) The name and type of the converting entity;
(2) The name, jurisdiction of formation, and type of entity of the converted entity;
(3) The manner of converting the interests in the converting entity into interests, securities, obligations, rights to acquire interests or securities, money, or other property, or any combination of the foregoing;
(4) The proposed public organic record of the converted entity if it will be a filing entity;
(5) The full text of the private organic rules of the converted entity that are proposed to be in a record;
(6) The other terms and conditions of the conversion; and
(7) Any other provision required by the law of the District or the organic rules of the converting entity.
(b) A plan of conversion may contain any other provision not prohibited by law.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(b)(18), 59 DCR 13171.)
Section References
This section is referenced in § 29-201.02 and § 29-1001.09.
Effect of Amendments
The 2013 amendment by D.C. Law 19-210 substituted “formation, and type of entity” for “organization and type” in (a)(2); substituted “money” for “cash” in (a)(3); and substituted “record” for “document” in (a)(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 2 - Entity Transactions › Subchapter IV - Conversion › § 29–204.03. Approval of conversion

§ 29–204.03. Approval of conversion.
(a) A plan of conversion shall not be effective unless it has been approved:
(1) By a domestic converting entity:
(A) In accordance with the requirements, if any, in its organic rules for approval of a conversion;
(B) If its organic rules do not provide for approval of a conversion, in accordance with the requirements, if any, in its organic law and organic rules for approval of:
(i) In the case of an entity that is not a business corporation, a merger, as if the conversion were a merger; or
(ii) In the case of a business corporation, a merger requiring approval by a vote of the interest holders of the business corporation as if the conversion were that type of merger; or
(C) If its organic law or organic rules do not provide for approval of a conversion or a merger described in subparagraph (B)(ii) of this paragraph, by all of the interest holders of the entity entitled to vote on or consent to any matter; and
(2) In a record, by each interest holder of a domestic converting entity that will have interest holder liability for liabilities that arise after the conversion becomes effective, unless, in the case of an entity that is not a business or nonprofit corporation:
(A) The organic rules of the entity provide in a record for the approval of a conversion or a merger in which some or all of its interest holders become subject to interest holder liability by the vote or consent of less than all of the interest holders; and
(B) The interest holder voted for or consented in a record to that provision of the organic rules or became an interest holder after the adoption of that provision.
(b) A conversion of a foreign converting entity shall not be effective unless it is approved by the foreign entity in accordance with the law of the foreign entity’s jurisdiction of formation.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(b)(19), 59 DCR 13171.)
Section References
This section is referenced in § 29-201.02.
Effect of Amendments
The 2013 amendment by D.C. Law 19-210 substituted “formation” for “organization” 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 2 - Entity Transactions › Subchapter IV - Conversion › § 29–204.04. Amendment or abandonment of plan of conversion

§ 29–204.04. Amendment or abandonment of plan of conversion.
(a) A plan of conversion of a domestic converting entity may be amended:
(1) In the same manner as the plan was approved if the plan does not provide for the manner in which it may be amended; or
(2) By the governors or interest holders of the entity in the manner provided in the plan, but an interest holder that was entitled to vote on or consent to approval of the conversion is entitled to vote on or consent to any amendment of the plan that will change:
(A) The amount or kind of interests, securities, obligations, rights to acquire interests or securities, money, or other property, or any combination of the foregoing, to be received by any of the interest holders of the converting entity under the plan;
(B) The public organic record or private organic rules of the converted entity that will be in effect immediately after the conversion becomes effective, except for changes that do not require approval of the interest holders of the converted entity under its organic law or organic rules; or
(C) Any other terms or conditions of the plan if the change would adversely affect the interest holder in any material respect.
(b) After a plan of conversion has been approved by a domestic converting entity and before a statement of conversion becomes effective, the plan may be abandoned:
(1) As provided in the plan; or
(2) Unless prohibited by the plan, in the same manner as the plan was approved.
(c) If a plan of conversion is abandoned after a statement of conversion has been delivered to the Mayor for filing and before the statement of conversion becomes effective, a statement of abandonment, signed on behalf of the entity, shall be delivered to the Mayor for filing before the time the statement of conversion becomes effective. The statement of abandonment shall be effective upon filing by the Mayor, and the conversion shall be abandoned and shall not become effective. The statement of abandonment shall contain:
(1) The name of the converting entity;
(2) The date on which the statement of conversion was filed; and
(3) A statement that the conversion has been abandoned in accordance with this section.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(b)(20), 59 DCR 13171.)
Effect of Amendments
The 2013 amendment by D.C. Law 19-210 substituted “money” for “cash” in (a)(2)(A); substituted “record” for “document” in (a)(2)(B); and in (c), twice substituted “delivered to the Mayor for filing” for “filed with the Mayor”, substituted “the statement of conversion” for “the filing”, and substituted “upon filing by the Mayor” for “upon filing.”
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 2 - Entity Transactions › Subchapter V - Domestication › § 29–205.01. Domestication authorized

§ 29–205.01. Domestication authorized.
(a) Except as otherwise provided in this section, by complying with this subchapter, a domestic entity may become a domestic entity of the same type in a foreign jurisdiction if the domestication is authorized by the law of the foreign jurisdiction.
(b) Except as otherwise provided in this section, by complying with the provisions of this subchapter applicable to foreign entities, a foreign entity may become a domestic entity of the same type in the District if the domestication is authorized by the law of the foreign entity’s jurisdiction of formation.
(c) If a protected agreement contains a provision that applies to a merger of a domestic entity but does not refer to a domestication, the provision shall apply to a domestication of the entity as if the domestication were a merger until the provision is amended after the effective date of this chapter.
(d) This subchapter does not apply to the domestication of the following entities:
(1) A business corporation subject to subchapter VII of Chapter 3 of this title;
(2) A nonprofit corporation subject to subchapter VII of Chapter 4 of this title; or
(3) A limited liability company subject to subchapter IX of Chapter 8 of this title.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(b)(23), 59 DCR 13171.)
Effect of Amendments
The 2013 amendment by D.C. Law 19-210 substituted “formation” for “organization” in (b); repealed former (c), which read: “When the term ”domestic entity’ is used in this subchapter with reference to a foreign jurisdiction, it means an entity whose internal affairs are governed by the law of the foreign jurisdiction.”; redesignated former (d) and (e) as present (c) and (d), respectively; and substituted “This subchapter does not apply to the domestication of the following entities” for “The following entities shall not engage in a domestication under this subchapter” in the introductory language of (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 2 - Entity Transactions › Subchapter V - Domestication › § 29–205.02. Plan of domestication

§ 29–205.02. Plan of domestication.
(a) A domestic entity may become a foreign entity in a domestication by approving a plan of domestication. The plan shall be in a record and contain:
(1) The name and type of the domesticating entity;
(2) The name and jurisdiction of formation of the domesticated entity;
(3) The manner of converting the interests in the domesticating entity into interests, securities, obligations, rights to acquire interests or securities, money, or other property, or any combination of the foregoing;
(4) The proposed public organic record of the domesticated entity if it is a filing entity;
(5) The full text of the private organic rules of the domesticated entity that are proposed to be in a record;
(6) The other terms and conditions of the domestication; and
(7) Any other provision required by the law of the District or the organic rules of the domesticating entity.
(b) A plan of domestication may contain any other provision not prohibited by law.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(b)(24), 59 DCR 13171.)
Section References
This section is referenced in § 29-201.02.
Effect of Amendments
The 2013 amendment by D.C. Law 19-210 substituted “formation” for “organization” in (a)(2); substituted “money” for “cash” in (a)(3); and substituted “record” for “document” in (a)(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 2 - Entity Transactions › Subchapter V - Domestication › § 29–205.03. Approval of domestication

§ 29–205.03. Approval of domestication.
(a) A plan of domestication shall not be effective unless it has been approved:
(1) By a domestic domesticating entity:
(A) In accordance with the requirements, if any, in its organic rules for approval of a domestication;
(B) If its organic rules do not provide for approval of a domestication, in accordance with the requirements, if any, in its organic law and organic rules for approval of:
(i) In the case of an entity that is not a business corporation, a merger as if the domestication were a merger; or
(ii) In the case of a business corporation, a merger requiring approval by a vote of the interest holders of the business corporation as if the domestication were that type of merger; or
(C) If its organic law or organic rules do not provide for approval of a domestication or a merger described in subparagraph (B)(ii) of this paragraph, by all of the interest holders of the entity entitled to vote on or consent to any matter; and
(2) In a record, by each interest holder of a domestic domesticating entity that will have interest holder liability for liabilities that arise after the domestication becomes effective, unless, in the case of an entity that is not a business corporation or nonprofit corporation:
(A) The organic rules of the entity in a record provide for the approval of a domestication or merger in which some or all of its interest holders become subject to interest holder liability by the vote or consent of less than all of the interest holders; and
(B) The interest holder voted for or consented in a record to that provision of the organic rules or became an interest holder after the adoption of that provision.
(b) A domestication of a foreign domesticating entity shall not be effective unless it is approved in accordance with the law of the foreign entity’s jurisdiction of formation.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(b)(25), 59 DCR 13171.)
Section References
This section is referenced in § 29-201.02.
Effect of Amendments
The 2013 amendment by D.C. Law 19-210 substituted “formation” for “organization” 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 2 - Entity Transactions › Subchapter V - Domestication › § 29–205.04. Amendment or abandonment of plan of domestication

§ 29–205.04. Amendment or abandonment of plan of domestication.
(a) A plan of domestication of a domestic domesticating entity may be amended:
(1) In the same manner as the plan was approved if the plan does not provide for the manner in which it may be amended; or
(2) By the governors or interest holders of the entity in the manner provided in the plan, but an interest holder that was entitled to vote on or consent to approval of the domestication shall be entitled to vote on or consent to any amendment of the plan that will change:
(A) The amount or kind of interests, securities, obligations, rights to acquire interests or securities, money, or other property, or any combination of the foregoing, to be received by any of the interest holders of the domesticating entity under the plan;
(B) The public organic record or private organic rules of the domesticated entity that will be in effect immediately after the domestication becomes effective, except for changes that do not require approval of the interest holders of the domesticated entity under its organic law or organic rules; or
(C) Any other terms or conditions of the plan if the change would adversely affect the interest holder in any material respect.
(b) After a plan of domestication has been approved by a domestic domesticating entity and before a statement of domestication becomes effective, the plan may be abandoned:
(1) As provided in the plan; or
(2) Unless prohibited by the plan, in the same manner as the plan was approved.
(c) If a plan of domestication is abandoned after a statement of domestication has been delivered to the Mayor for filing and before the statement of domestication becomes effective, a statement of abandonment, signed on behalf of the entity, shall be delivered to the Mayor for filing before the time the statement of domestication becomes effective. The statement of abandonment shall be effective upon filing by the Mayor, and the domestication shall be abandoned and shall not become effective. The statement of abandonment shall contain:
(1) The name of the domesticating entity;
(2) The date on which the statement of domestication was filed; and
(3) A statement that the domestication has been abandoned in accordance with this section.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(b)(26), 59 DCR 13171.)
Effect of Amendments
The 2013 amendment by D.C. Law 19-210 substituted “money” for “cash” in (a)(2)(A); substituted “record” for “document” in (a)(2)(B); and in (c), twice substituted “delivered to the Mayor for filing” for “filed with the Mayor”, substituted “the statement of domestication” for “the filing”, and added “by the Mayor” following “upon filing” 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 3 - Business Corporations › Subchapter I - General Provisions › Part A - Short Title, Definitions, and Notice › § 29–301.01. Short title

§ 29–301.01. Short title.
This chapter may be cited as the “Business Corporation Act of 2010”.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Section References
This section is referenced in § 44-603.
Cross References
Cooperative associations, applicability of this chapter, see § 29-938.
Reciprocal insurance company conversions, applicability of this chapter, see § 31-754.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 3 - Business Corporations › Subchapter I - General Provisions › Part B - Number of Shareholders; Qualified Director; Householding › § 29–301.20. Number of shareholders

§ 29–301.20. Number of shareholders.
(a) For the purposes of this chapter, the following identified as a shareholder in a corporation’s current record of shareholders constitutes one shareholder:
(1) Three or fewer co-owners;
(2) A corporation, partnership, trust, estate, or other entity;
(3) The trustees, guardians, custodians, or other fiduciaries of a single trust, estate, or account.
(b) For the purposes of this chapter, shareholdings registered in substantially similar names shall constitute one shareholder if it is reasonable to believe that the names represent the same person.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 3 - Business Corporations › Subchapter I - General Provisions › Part B - Number of Shareholders; Qualified Director; Householding › § 29–301.21. Qualified director

§ 29–301.21. Qualified director.
(a) For the purposes of this section, the term:
(1) “Material interest” means an actual or potential benefit or detriment, other than one which would devolve on the corporation or the shareholders generally, that would reasonably be expected to impair the objectivity of the director’s judgment when participating in the action to be taken.
(2) “Material relationship” means a familial, financial, professional, employment, or other relationship that would reasonably be expected to impair the objectivity of the director’s judgment when participating in the action to be taken.
(b) A qualified director is a director who:
(1) At the time action is to be taken under § 29-305.54, does not have:
(A) A material interest in the outcome of the proceeding; or
(B) A material relationship with a person that has such an interest;
(2) At the time action is to be taken under § 29-306.53 or 29-306.55:
(A) Is not a party to the proceeding;
(B) Is not a director as to whom a transaction is a director’s conflicting interest transaction or who sought a disclaimer of the corporation’s interest in a business opportunity under § 29-306.80, which transaction or disclaimer is challenged in the proceeding; and
(C) Does not have a material relationship with a director described in either subparagraph (A) or (B) of this paragraph;
(3) At the time action is to be taken under § 29-306.72, is not a director:
(A) As to whom the transaction is a director’s conflicting interest transaction; or
(B) Who has a material relationship with another director as to whom the transaction is a director’s conflicting interest transaction; or
(4) At the time action is to be taken under § 29-306.80, would be a qualified director under subsection (b)(3) of this section if the business opportunity were a director’s conflicting interest transaction.
(c) The presence of one or more of the following circumstances shall not by itself prevent a director from being a qualified director:
(1) Nomination or election of the director to the current board by any director who is not a qualified director with respect to the matter, or by any person that has a material relationship with that director, acting alone or participating with others;
(2) Service as a director of another corporation of which a director who is not a qualified director with respect to the matter, or any individual who has a material relationship with that director, is or was also a director; or
(3) With respect to action to be taken under § 29-305.54, status as a named defendant, as a director against whom action is demanded, or as a director who approved the conduct being challenged.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 3 - Business Corporations › Subchapter I - General Provisions › Part B - Number of Shareholders; Qualified Director; Householding › § 29–301.22. Householding

§ 29–301.22. Householding.
(a) A corporation shall have delivered written notice or any other report or statement under this chapter, the articles of incorporation, or the bylaws to all shareholders who share a common address if:
(1) The corporation delivers one copy of the notice, report, or statement to the common address;
(2) The corporation addresses the notice, report, or statement to those shareholders either as a group or to each of those shareholders individually or to the shareholders in a form to which each of those shareholders has consented; and
(3) Each of those shareholders consents to delivery of a single copy of the notice, report, or statement to the shareholders’ common address.
(b) Any consent under subsection (a)(3) of this section shall be revocable by any of such shareholders that delivers written notice of revocation to the corporation. If the written notice of revocation is delivered, the corporation shall begin providing individual notices, reports, or other statements to the revoking shareholder no later than 30 days after delivery of the written notice of revocation.
(c) Any shareholder that fails to object by written notice to the corporation, within 60 days of written notice by the corporation of its intention to send single copies of notices, reports, or statements to shareholders that share a common address as permitted by subsection (a) of this section, shall be deemed to have consented to receiving such single copy at the common address.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 3 - Business Corporations › Subchapter II - Incorporation › § 29–302.01. Incorporators

§ 29–302.01. Incorporators.
One or more persons may act as the incorporator or incorporators of a corporation by delivering articles of incorporation to the Mayor for filing.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 3 - Business Corporations › Subchapter II - Incorporation › § 29–302.02. Articles of incorporation

§ 29–302.02. Articles of incorporation.
(a) The articles of incorporation shall set forth:
(1) A corporate name for the corporation that satisfies §§ 29-103.01 and 29-103.02(a);
(2) The number of shares the corporation is authorized to issue;
(3) The information required by § 29-104.04; and
(4) The name and address of each incorporator.
(b) The articles of incorporation may set forth:
(1) The names and addresses of the individuals who are to serve as the initial directors;
(2) Provisions not inconsistent with law regarding:
(A) The purpose or purposes for which the corporation is organized;
(B) Managing the business and regulating the affairs of the corporation;
(C) Defining, limiting, and regulating the powers of the corporation, its board of directors, and shareholders;
(D) A par value for authorized shares or classes of shares;
(E) The imposition of personal liability on shareholders for the debts of the corporation to a specified extent and upon specified conditions;
(3) Any provision that under this chapter is required or permitted to be set forth in the bylaws;
(4) A provision eliminating or limiting the liability of a director to the corporation or its shareholders for money damages for any action taken, or any failure to take any action, as a director, except liability for:
(A) The amount of a financial benefit received by a director to which the director is not entitled;
(B) An intentional infliction of harm on the corporation or the shareholders;
(C) A violation of § 29-306.32; or
(D) An intentional violation of criminal law; and
(5) A provision permitting or making obligatory indemnification of a director for liability, as defined in § 29-306.50, to any person for any action taken, or any failure to take any action, as a director, except liability for:
(A) Receipt of a financial benefit to which the director is not entitled;
(B) An intentional infliction of harm on the corporation or its shareholders;
(C) A violation of § 29-306.32; or
(D) An intentional violation of criminal law.
(c) The articles of incorporation need not set forth any of the corporate powers enumerated in this chapter.
(d) Provisions of the articles of incorporation may be made dependent upon facts objectively ascertainable outside the articles of incorporation in accordance with § 29-301.04.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Section References
This section is referenced in § 29-101.06, § 29-306.31, § 29-306.51, § 29-306.53, § 29-307.03, and § 29-1303.02.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 3 - Business Corporations › Subchapter II - Incorporation › § 29–302.03. Incorporation

§ 29–302.03. Incorporation.
(a) Unless a delayed effective date is specified, the corporate existence shall begin when the articles of incorporation are filed.
(b) The Mayor’s filing of the articles of incorporation shall be conclusive proof that the incorporators satisfied all conditions precedent to incorporation, except in a proceeding by the District to cancel or revoke the incorporation or involuntarily dissolve the corporation.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 3 - Business Corporations › Subchapter II - Incorporation › § 29–302.04. Liability for preincorporation transactions

§ 29–302.04. Liability for preincorporation transactions.
All persons purporting to act as or on behalf of a corporation, knowing there was no incorporation under this chapter, shall be jointly and severally liable for all liabilities created while so acting.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 3 - Business Corporations › Subchapter II - Incorporation › § 29–302.05. Organization of corporation

§ 29–302.05. Organization of corporation.
(a) After incorporation:
(1) If initial directors are named in the articles of incorporation, the initial directors shall hold an organizational meeting, at the call of a majority of the directors, to complete the organization of the corporation by appointing officers, adopting bylaws, and carrying on any other business brought before the meeting;
(2) If initial directors are not named in the articles, the incorporator or incorporators shall hold an organizational meeting at the call of a majority of the incorporators to elect:
(A) Directors and complete the organization of the corporation; or
(B) A board of directors who shall complete the organization of the corporation.
(b) Action required or permitted by this chapter to be taken by incorporators at an organizational meeting may be taken without a meeting if the action taken is evidenced by one or more written consents describing the action taken and signed by each incorporator.
(c) An organizational meeting may be held in or outside of the District.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 3 - Business Corporations › Subchapter II - Incorporation › § 29–302.06. Bylaws

§ 29–302.06. Bylaws.
(a) The incorporators or board of directors of a corporation shall adopt initial bylaws for the corporation.
(b) The bylaws of a corporation may contain any provision for managing the business and regulating the affairs of the corporation that is not inconsistent with law or the articles of incorporation.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 3 - Business Corporations › Subchapter II - Incorporation › § 29–302.07. Emergency bylaws

§ 29–302.07. Emergency bylaws.
(a) Unless the articles of incorporation provide otherwise, the board of directors of a corporation may adopt bylaws to be effective only in an emergency defined in subsection (d) of this section. The emergency bylaws, which shall be subject to amendment or repeal by the shareholders, may make all provisions necessary for managing the corporation during the emergency, including:
(1) Procedures for calling a meeting of the board of directors;
(2) Quorum requirements for the meeting; and
(3) Designation of additional or substitute directors.
(b) All provisions of the regular bylaws consistent with the emergency bylaws shall remain effective during the emergency. The emergency bylaws shall not be effective after the emergency ends.
(c) Corporate action taken in good faith in accordance with the emergency bylaws:
(1) Binds the corporation; and
(2) Shall not be used to impose liability on a corporate director, officer, employee, or agent.
(d) An emergency exists for the purposes of this section if a quorum of the corporation’s directors cannot readily be assembled because of some catastrophic event.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 3 - Business Corporations › Subchapter III - Purposes and Powers › § 29–303.01. Purposes

§ 29–303.01. Purposes.
(a) Every corporation incorporated under this chapter shall have the purpose of engaging in any lawful business unless a more limited purpose is set forth in the articles of incorporation.
(b) A corporation engaging in a business that is subject to regulation under another law of the District may incorporate under this chapter only if permitted by, and subject to all limitations of, the other law.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Section References
This section is referenced in § 29-1302.01.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 3 - Business Corporations › Subchapter III - Purposes and Powers › § 29–303.03. Emergency powers

§ 29–303.03. Emergency powers.
(a) In anticipation of or during an emergency defined in subsection (d), the board of directors of a corporation may:
(1) Modify lines of succession to accommodate the incapacity of any director, officer, employee, or agent; and
(2) Relocate the principal office, designate alternative principal offices or regional offices, or authorize the officers to do so.
(b) During an emergency defined in subsection (d) of this section, unless emergency bylaws provide otherwise:
(1) Notice of a meeting of the board of directors need be given only to those directors whom it is practicable to reach and may be given in any practicable manner, including by publication, radio, and messages sent over the Internet; and
(2) One or more officers of the corporation present at a meeting of the board of directors may be deemed to be directors for the meeting, in order of rank and within the same rank in order of seniority, as necessary to achieve a quorum.
(c) Corporate action taken in good faith during an emergency under this section to further the ordinary business affairs of the corporation:
(1) Binds the corporation; and
(2) Shall not be used to impose liability on a corporate director, officer, employee, or agent.
(d) An emergency exists for the purposes of this section if a quorum of the corporation’s directors cannot readily be assembled because of some catastrophic event.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 3 - Business Corporations › Subchapter III - Purposes and Powers › § 29–303.04. Ultra vires

§ 29–303.04. Ultra vires.
(a) Except as otherwise provided in subsection (b) of this section, the validity of corporate action may not be challenged on the ground that the corporation lacks, or lacked, power to act.
(b) A corporation’s power to act may be challenged in a proceeding by:
(1) A shareholder against the corporation to enjoin the act;
(2) The corporation, directly, derivatively, or through a receiver, trustee, or other legal representative, against an incumbent or former director, officer, employee, or agent of the corporation; or
(3) The Attorney General for the District of Columbia under § 29-312.20.
(c) In a shareholder’s proceeding under subsection (b)(1) of this section to enjoin an unauthorized corporate act, the Superior Court may enjoin or set aside the act, if equitable and if all affected persons are parties to the proceeding, and may award damages for loss, other than anticipated profits, suffered by the corporation or another party because of enjoining the unauthorized act.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 3 - Business Corporations › Subchapter IV - Shares and Distributions › Part A - Shares › § 29–304.01. Authorized shares

§ 29–304.01. Authorized shares.
(a) The articles of incorporation shall set forth any classes of shares and series of shares within a class, and the number of shares of each class and series, that the corporation is authorized to issue. If more than one class or series of shares is authorized, the articles of incorporation shall prescribe a distinguishing designation for each class or series and shall describe, prior to the issuance of shares of a class or series, the terms, including the preferences, rights, and limitations, of that class or series. Except to the extent varied as permitted by this section, all shares of a class or series must have terms, including preferences, rights, and limitations, that are identical with those of other shares of the same class or series.
(b) The articles of incorporation shall authorize:
(1) One or more classes or series of shares that together have unlimited voting rights; and
(2) One or more classes or series of shares, which may be the same class or classes as those with voting rights, that together are entitled to receive the net assets of the corporation upon dissolution.
(c) The articles of incorporation may authorize one or more classes or series of shares that:
(1) Have special, conditional, or limited voting rights, or no right to vote, except to the extent otherwise provided by this chapter;
(2) Are redeemable or convertible as specified in the articles of incorporation:
(A) At the option of the corporation, the shareholder, or another person or upon the occurrence of a specified event;
(B) For money, indebtedness, securities, or other property; and
(C) At prices and in amounts:
(i) Specified; or
(ii) Determined in accordance with a formula;
(3) Entitle the holders to distributions calculated in any manner, including dividends that may be cumulative, noncumulative, or partially cumulative; or
(4) Have preference over any other class or series of shares with respect to distributions, including distributions upon the dissolution of the corporation.
(d) Terms of shares may be made dependent upon facts objectively ascertainable outside the articles of incorporation in accordance with § 29-301.04.
(e) Any of the terms of shares may vary among holders of the same class or series so long as the variations are expressly set forth in the articles of incorporation.
(f) The description of the preferences, rights, and limitations of classes or series of shares in subsection (c) of this section is not exhaustive.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(c)(5), 59 DCR 13171.)
Section References
This section is referenced in § 29-304.02.
Effect of Amendments
The 2013 amendment by D.C. Law 19-210 substituted “money” for “cash” in (c)(2)(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 3 - Business Corporations › Subchapter IV - Shares and Distributions › Part A - Shares › § 29–304.02. Terms of class or series determined by board of directors

§ 29–304.02. Terms of class or series determined by board of directors.
(a) If the articles of incorporation so provide, the board of directors may, without shareholder approval:
(1) Classify any unissued shares into one or more classes or into one or more series within a class;
(2) Reclassify any unissued shares of any class into one or more classes or into one or more series within one or more classes; or
(3) Reclassify any unissued shares of any series of any class into one or more classes or into one or more series within a class.
(b) If the board of directors acts pursuant to subsection (a) of this section, it shall determine the terms, including the preferences, rights, and limitations, to the same extent permitted under § 29-304.01, of:
(1) Any class of shares before the issuance of any shares of that class; or
(2) Any series within a class before the issuance of any shares of that series.
(c) Before issuing any shares of a class or series created under this section, the corporation shall deliver to the Mayor for filing articles of amendment setting forth the terms determined under subsection (a) and (b) of this section.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Section References
This section is referenced in § 29-304.20 and § 29-308.05.
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 3 - Business Corporations › Subchapter IV - Shares and Distributions › Part A - Shares › § 29–304.03. Issued and outstanding shares

§ 29–304.03. Issued and outstanding shares.
(a) A corporation may issue the number of shares of each class or series authorized by the articles of incorporation. Shares that are issued shall be outstanding shares until they are reacquired, redeemed, converted, or canceled.
(b) The reacquisition, redemption, or conversion of outstanding shares shall be subject to the limitations of subsection (c) of this section and to § 29-304.60.
(c) At all times that shares of the corporation are outstanding, one or more shares that together have unlimited voting rights and one or more shares that together are entitled to receive the net assets of the corporation upon dissolution must be outstanding.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 3 - Business Corporations › Subchapter IV - Shares and Distributions › Part A - Shares › § 29–304.04. Fractional shares

§ 29–304.04. Fractional shares.
(a) A corporation may:
(1) Issue fractions of a share or pay, in money, the value of fractions of a share;
(2) Arrange for disposition of fractional shares by the shareholders; or
(3) Issue scrip in registered or bearer form entitling the holder to receive a full share upon surrendering enough scrip to equal a full share.
(b) Each certificate representing scrip shall be conspicuously labeled “scrip” and shall contain the information required by § 29-304.25(b).
(c) The holder of a fractional share shall be entitled to exercise the rights of a shareholder, including the right to vote, to receive dividends, and to participate in the assets of the corporation upon liquidation. The holder of scrip shall not be entitled to any of these rights unless the scrip provides for them.
(d) The board of directors may authorize the issuance of scrip subject to any condition considered desirable, including that the:
(1) Scrip will become void if not exchanged for full shares before a specified date; and
(2) Shares for which the scrip is exchangeable may be sold and the proceeds paid to the scripholders.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 3 - Business Corporations › Subchapter IV - Shares and Distributions › Part B - Issuance of Shares › § 29–304.20. Subscription for shares before incorporation

§ 29–304.20. Subscription for shares before incorporation.
(a) A subscription for shares entered into before incorporation shall be irrevocable for 6 months unless the subscription agreement provides a longer or shorter period or all the subscribers agree to revocation.
(b) The board of directors may determine the payment terms of subscription for shares that were entered into before incorporation, unless the subscription agreement specifies them. A call for payment by the board of directors shall be uniform so far as practicable as to all shares of the same class or series, unless the subscription agreement specifies otherwise.
(c) Shares issued pursuant to subscriptions entered into before incorporation shall be fully paid and nonassessable when the corporation receives the consideration specified in the subscription agreement.
(d) If a subscriber defaults in payment of money or property under a subscription agreement entered into before incorporation, the corporation may collect the amount owed as any other debt. Alternatively, unless the subscription agreement provides otherwise, the corporation may rescind the agreement and may sell the shares if the debt remains unpaid for more than 20 days after the corporation sends written demand for payment to the subscriber.
(e) A subscription agreement entered into after incorporation shall be a contract between the subscriber and the corporation subject to § 29-304.02.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 3 - Business Corporations › Subchapter IV - Shares and Distributions › Part B - Issuance of Shares › § 29–304.22. Liability of shareholders

§ 29–304.22. Liability of shareholders.
(a) A purchaser from a corporation of its own shares shall not be liable to the corporation or its creditors with respect to the shares except to pay the consideration for which the shares were authorized to be issued or specified in the subscription agreement.
(b) Unless otherwise provided in the articles of incorporation, a shareholder shall not be personally liable for the acts or debts of the corporation, except that the shareholder may become personally liable by reason of the shareholder’s own acts or conduct.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 3 - Business Corporations › Subchapter IV - Shares and Distributions › Part B - Issuance of Shares › § 29–304.23. Share dividends

§ 29–304.23. Share dividends.
(a) Unless the articles of incorporation provide otherwise, shares may be issued pro rata and without consideration to the corporation’s shareholders or to the shareholders of one or more classes or series. An issuance of shares under this subsection shall be a share dividend.
(b) Shares of one class or series shall not be issued as a share dividend in respect of shares of another class or series unless:
(1) The articles of incorporation so authorize;
(2) A majority of the votes entitled to be cast by the class or series to be issued approve the issue; or
(3) There are no outstanding shares of the class or series to be issued.
(c) If the board of directors does not fix the record date for determining shareholders entitled to a share dividend, the record date shall be the date the board of directors authorizes the share dividend.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 3 - Business Corporations › Subchapter IV - Shares and Distributions › Part B - Issuance of Shares › § 29–304.24. Share options

§ 29–304.24. Share options.
(a)(1) A corporation may issue rights, options, or warrants for the purchase of shares or other securities of the corporation. The board of directors shall determine:
(A) The terms upon which the rights, options, or warrants are issued; and
(B) The terms, including the consideration, for which the shares or other securities are to be issued.
(2) The authorization by the board of directors for the corporation to issue the rights, options, or warrants under paragraph (1) of this subsection shall constitute authorization of the issuance of the shares or other securities for which the rights, options, or warrants are exercisable.
(b) The terms and conditions of the rights, options, or warrants, including those outstanding on the effective date of this section, may include restrictions or conditions that:
(1) Preclude or limit the exercise, transfer, or receipt of the rights, options, or warrants by any person owning or offering to acquire a specified number or percentage of the outstanding shares or other securities of the corporation or by any transferee of any such person; or
(2) Invalidate or void the rights, options, or warrants held by any such person or any such transferee.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 3 - Business Corporations › Subchapter IV - Shares and Distributions › Part B - Issuance of Shares › § 29–304.25. Form and content of certificates

§ 29–304.25. Form and content of certificates.
(a) Shares may, but need not, be represented by certificates. Unless this chapter or another law expressly provides otherwise, the rights and obligations of shareholders shall be identical whether or not their shares are represented by certificates.
(b) At a minimum, each share certificate shall state on its face:
(1) The name of the issuing corporation and that it is organized under the law of the District;
(2) The name of the person to which issued; and
(3) The number and class of shares and the designation of the series, if any, the certificate represents.
(c) If the issuing corporation is authorized to issue different classes of shares or different series within a class, the designations, relative rights, preferences, and limitations applicable to each class and the variations in rights, preferences, and limitations determined for each series, and the authority of the board of directors to determine variations for future series, shall be summarized on the front or back of each certificate. Alternatively, each certificate may state conspicuously on its front or back that the corporation will furnish the shareholder this information on request in writing and without charge.
(d) Each share certificate:
(1) Shall be signed, either manually or in facsimile, by 2 officers designated in the bylaws or by the board of directors; and
(2) May bear the corporate seal or its facsimile.
(e) If the officer who signed, either manually or in facsimile, a share certificate no longer holds office when the certificate is issued, the certificate shall nevertheless be valid.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Section References
This section is referenced in § 29-304.04 and § 29-304.26.