Subchapter II. Filing.

§ 29–102.01. Entity filing requirements.

(a) To be filed by the Mayor pursuant to this title, an entity filing shall be received by the office of the Mayor, and shall comply with this title, and satisfy the following:

(1) The entity filing shall be required or permitted by this title.

(2) The entity filing shall be physically delivered in written form unless and to the extent the Mayor permits electronic delivery of entity filings in other than written form.

(3) The words in the entity filing shall be in English and numbers shall be in Arabic or Roman numerals, but the name of the entity need not be in English if written in English letters or Arabic or Roman numerals.

(4) The entity filing shall be signed by or on behalf of a person authorized or required under this title to sign the filing.

(5) The entity filing shall state the name and capacity, if any, of each individual who signed it, either by or on behalf of the person authorized or required to sign the filing, but need not contain a seal, attestation, acknowledgment, or verification.

(6) For entity registration filings made on or after January 1, 2020, the filing shall state the names, residence and business addresses of each person whose aggregate share of direct or indirect, legal or beneficial ownership of a governance or total distributional interest of the entity:

(A) Exceeds 10%; or

(B) Does not exceed 10%; provided, that the person:

(i) Controls the financial or operational decisions of the entity; or

(ii) Has the ability to direct the day-to-day operations of the entity.

(7) The entity registration filing shall state, for each foreign entity that is identified pursuant to paragraph (6) of this subsection, the names, residence and business addresses of each person whose aggregate share of direct or indirect, legal or beneficial ownership of a governance or total distributional interest of the foreign entity:

(A) Exceeds 10%; or

(B) Does not exceed 10%; provided, that the person:

(i) Controls the financial or operational decisions of the foreign entity; or

(ii) Has the ability to direct the day-to-day operations of the foreign entity.

(8) If an entity submits an entity registration filing that does not include the information required by paragraphs (6) or (7) of this subsection, the entity shall not be allowed to register or do business in the District.

(9) If information required by paragraphs (6) and (7) of this subsection changes at any time after the submission of the entity registration filing, articles of amendment shall be filed to reflect the changes.

(b) If a law other than this title prohibits the disclosure by the Mayor of information contained in an entity filing, the Mayor shall accept the filing if it otherwise complies with this title, but the Mayor may redact the information.

(c) When an entity filing is delivered to the Mayor for filing, any fee required under this chapter and any fee, tax, or penalty required to be paid under this title or law other than this title shall be paid in a manner permitted by the Mayor or by that law.

(d) The Mayor may require that an entity filing delivered in written form be accompanied by an identical or conformed copy.

(e) Any record filed under this title may be signed by an agent.

(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(a)(4), 59 DCR 13171; Apr. 11, 2019, D.C. Law 22-287, § 3(a), 66 DCR 1650; Mar. 19, 2020, D.C. Law 23-68, § 7(a), 67 DCR 743.)

Section References

This section is referenced in § 29-1004.07.

Effect of Amendments

The 2013 amendment by D.C. Law 19-210 substituted “or on behalf of a person authorized or required” for “an individual authorized” in (a)(4); and “each individual who signed it, either by or on behalf of the person authorized or required to sign the filing” for “the individual who signed it” in (a)(5); substituted “title” for “section” in (b); and added (e).

Applicability

Section 15(b) of D.C. Law 23-68 attempted to repeal the creation of subsection (a)(6) of this section in order to make the amendment of this section applicable (as fully funded). The repeal of the creation of subsection (a)(6) of this section and its subsequent amendment cannot be accomplished. We have treated the repeal of the creation of subsection (a)(6) of this section as an amendment to the applicability section of D.C. Law 22-287 the effect of which is to make the creation of subsection (a)(6) of this section applicable as of the effective date of D.C. Law 23-68. Therefore the amendment of this section by § 3(a) of D.C. Law 22-287 has been implemented.

Section 16 of D.C. Law 23-68 provided that the changes made to this section by D.C. Law 23-68 shall apply as of October 1, 2019.

Applicability of D.C. Law 22-287: § 8 of D.C. Law 22-287 provided that the change made to this section by § 3(a) of D.C. Law 22-287 is subject to the inclusion of the law’s fiscal effect in an approved budget and financial plan. Therefore that amendment has not been implemented.

Emergency Legislation

For temporary (90 days) amendment of this section, see § 7(a)(2) of Fiscal Year 2020 Budget Support Clarification Second Emergency Amendment Act of 2019 (D.C. Act 23-201, Jan. 22, 2020, 67 DCR 731).

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.

§ 29–102.02. Forms.

(a) The Mayor may provide forms for entity filings required or permitted to be made by this title, but, except as otherwise provided in subsection (b) or (c) of this section, their use shall not be required.

(b) The Mayor may require that a cover sheet for an entity filing and a biennial report be on forms prescribed by the Mayor.

(d) The Mayor, by rule, may authorize, but not require, any filing required or permitted by this title to be filed by electronic means and may prescribe forms and procedures for the electronic filings.

§ 29–102.03. Effective time and date.

Except as otherwise provided in this title and subject to § 29-102.05(d), an entity filing shall be effective:

(1) On the date and at the time of its filing by the Mayor as provided in § 29-102.06;

(2) On the date of filing and at the time specified in the entity filing as its effective time, if later than the time under paragraph (1) of this section;

(3) If permitted by this title, at a specified delayed effective time and date, which shall not be more than 90 days after the date of filing; or

(4) If a delayed effective date as permitted by this title is specified, but no time is specified, at 12:01 a.m. on the date specified, which may not be more than 90 days after the date of filing.

(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(a)(5), 59 DCR 13171.)

Section References

This section is referenced in § 29-101.02, § 29-307.03, § 29-307.04, § 29-309.06, § 29-407.04, § 29-409.06, § 29-609.05, § 29-702.02, § 29-801.02, § 29-1003.02, § 29-1004.07, § 29-1015.05, § 29-1207.04, and § 29-1208.02.

Effect of Amendments

The 2013 amendment by D.C. Law 19-210 substituted “this title” for “§ 29-102.04” and “§ 29-102.05(d)” for “§ 29 102.05(c)” in the introductory language; and added “which may not be more than 90 days after the date of filing” at the end of (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.

§ 29–102.04. Withdrawal of filed record before effectiveness.

(a) The parties to a filed record may withdraw the record before it takes effect.

(b) To withdraw a filed record, the parties to the record shall deliver to the Mayor for filing a statement of withdrawal.

(1) Except as otherwise agreed by the parties, be signed on behalf of each party that signed the filed record being withdrawn;

(2) Identify the filed record to be withdrawn, the date of its filing, and the parties to it; and

(3) If not filed by all parties, state that the filed record has been withdrawn in accordance with the agreement of the parties.

(d) Upon filing by the Mayor of a statement of withdrawal, the action or transaction evidenced by the original filed record shall not take effect.

§ 29–102.05. Correcting filed record.

(a) A person on whose behalf a filed record was delivered to the Mayor for filing may correct the record if the:

(1) Record at the time of filing contained an inaccuracy;

(2) Record was defectively signed; or

(3) Electronic transmission of the record to the Mayor was defective.

(b) To correct a filed record, the parties to the record shall deliver to the Mayor a statement of correction.

(1) Not state a delayed effective date;

(2) Be signed by the person correcting the filed record;

(3) Identify the filed record to be corrected or have attached a copy and state the date of its filing;

(4) Specify the inaccuracy or defect to be corrected; and

(5) Correct the inaccuracy or defect.

(d) A statement of correction shall be effective as of the effective date of the filed record that it corrects except as to persons relying on the uncorrected filed record and adversely affected by the correction. As to those persons, the statement of correction shall be effective when filed.

§ 29–102.06. Duty of Mayor to file; review of refusal to file.

(a) The Mayor shall file an entity filing delivered to the Mayor for filing which satisfies this title. The duty of the Mayor under this section is ministerial.

(b) When the Mayor files an entity filing, the Mayor shall record it as filed on the date and at the time of its delivery. After filing an entity filing, the Mayor shall deliver to the person that submitted the filing a copy of the filing with an acknowledgment of the date and time of filing.

(c) If the Mayor refuses to file an entity filing, the Mayor shall return the entity filing or notify the person that submitted the filing not later than 15 business days after the filing is delivered, together with a brief explanation in a record of the reason for the refusal. If an entity files a corrected entity filing within 60 days of the date the document was initially rejected for filing, it shall not be required to pay a filing fee. If the entity files a corrected entity filing after that date, it shall be required to pay the applicable filing fee.

(d) If the Mayor refuses to file an entity filing, the person that submitted the filing may seek review of the refusal by the Superior Court under the following procedures:

(1) The review proceeding shall be commenced by petitioning the court to compel filing of the filing and by attaching to the petition the filing and the explanation of the Mayor of the refusal to file.

(2) The court may summarily order the Mayor to file the filing or take other action the court considers appropriate.

(3) The final decision of the court may be appealed as in other civil proceedings.

(e) The filing of or refusal to file an entity filing shall not:

(1) Affect the validity or invalidity of the filing in whole or in part;

(2) Affect the correctness or incorrectness of information contained in the filing; or

(3) Create a presumption that the filing is valid or invalid or that information contained in the filing is correct or incorrect.

§ 29–102.07. Evidentiary effect of copy of filed record.

A certification from the Mayor accompanying a copy of a filed record shall be conclusive evidence that the copy is an accurate representation of the original record on file with the Mayor.

§ 29–102.08. Certificate of good standing or registration.

(a) On request of any person, the Mayor shall issue a certificate of good standing for a domestic filing entity or a certificate of registration for a registered foreign entity.

(b) A certificate under subsection (a) of this section shall state:

(1) The domestic filing entity’s name or the registered foreign entity’s name used in the District;

(2) In the case of a domestic filing entity:

(A) That its public organic record has been filed and has taken effect;

(B) The date the public organic record became effective; and

(C) The period of the entity’s duration if the records of the Mayor reflect that its period of duration is less than perpetual;

(3) In the case of a registered foreign entity, that it is registered to do business in the District;

(4) That all fees and penalties owed to the District for entity filings collected through the Mayor have been paid if:

(A) Payment is reflected in the records of the Mayor; and

(B) Nonpayment affects the good standing or registration of the domestic or foreign entity;

(5) That the entity’s most recent biennial report required by § 29-102.11 has been delivered for filing to the Mayor;

(6) That the records of the Mayor do not reflect that the entity has been dissolved; and

(7) That a dissolution proceeding under § 29-106.02 is not pending.

(c) Subject to any qualification stated in the certificate, a certificate issued by the Mayor under subsection (a) of this section may be relied upon as conclusive evidence that the domestic filing entity is in existence or the registered foreign entity is registered to do business in the District.

§ 29–102.09. Signing of entity filing.

(a) Signing an entity filing shall be an affirmation under the penalties for making false statements that the facts stated in the filing are true in all material respects.

(b) Whenever this title requires a particular individual to sign an entity filing and the individual is deceased or incompetent, the filing may be signed by a personal representative of the individual on behalf of the individual.

(c) A person that signs a record as an agent or legal representative thereby affirms as a fact that the person is authorized to sign the record.

(d) If a person required by this title to sign or deliver a record to the Mayor for filing under this title does not do so, any other person that is aggrieved may petition the Superior Court to order:

(1) The person to sign the record;

(2) The person to deliver the record to the Mayor for filing; or

(3) The Mayor to file the record unsigned.

(e) If the petitioner under subsection (d) of this section is not the entity to which the record pertains, the petitioner shall make the entity a party to the action.

(f) A record filed under subsection (d)(3) of this section is effective without being signed.

(g) If a record delivered to the Mayor for filing under this title and filed by the Mayor contains inaccurate information, a person that suffers a loss by reliance on the information may recover damages for the loss from a person that signed the record or caused another to sign it on the person’s behalf and knew at the time the record was signed that the information was inaccurate.

§ 29–102.10. Delivery by Mayor.

Except as otherwise provided by § 29-106.02 or by law other than this title, the Mayor may deliver any record to a person by delivering it to the person that submitted it, to the address of the person’s registered agent, to the principal office address of the person, or to another address the person provides to the Mayor for delivery, or by delivering the record or notice by means of electronic transmission.

§ 29–102.11. Biennial report for Mayor.

(a) Each domestic filing entity and limited liability partnership and registered foreign entity shall deliver to the Mayor for filing a biennial report that sets forth:

(1) The name of the entity and its jurisdiction of formation;

(2) The name and street and mailing address of the entity’s registered agent in the District;

(3) The street and mailing address of the entity’s principal office;

(4) The name of at least one governor; and

(5) In the case of a registered foreign entity, a statement that the entity is in good standing in its state of formation or, if the entity is not in good standing, a description of the efforts of the entity to bring itself into good standing.

(6) For biennial reports made on or after January 1, 2020, the report shall state the names, residence and business addresses of each person whose aggregate share of direct or indirect, legal or beneficial ownership of a governance or total distributional interest of the entity:

(A) Exceeds 10%; or

(B) Does not exceed 10%; provided, that the person:

(i) Controls the financial or operational decisions of the entity; or

(ii) Has the ability to direct the day-to-day operations of the entity.

(7) The biennial report shall state, for each foreign entity that is identified pursuant to paragraph (6) of this subsection, the names, residence and business addresses of each person whose aggregate share of direct or indirect, legal or beneficial ownership of a governance or total distributional interest of the foreign entity:

(A) Exceeds 10%; or

(B) Does not exceed 10%; provided, that the person:

(i) Controls the financial or operational decisions of the foreign entity; or

(ii) Has the ability to direct the day-to-day operations of the foreign entity.

(8) Submission of a biennial report that does not include the information required by paragraphs (6) and (7) of this subsection shall result in administrative dissolution of a domestic entity pursuant to the process specified under § 29-106.02 or termination of registration of a foreign entity pursuant to the process specified under § 29-105.11.

(b) Information in the biennial report shall be current as of the date the report is signed on behalf of the entity. If information in the biennial report changes after the time of report filing, a statement of correction as specified under § 29-102.05 shall be filed to reflect the changes.

(c) The 1st biennial report shall be delivered to the Mayor for filing by April 1 of the year following the calendar year in which the public organic record of the domestic filing entity became effective, the statement of qualification of a domestic limited liability partnership became effective, or the foreign filing entity registered to do business in the District. Subsequent biennial reports shall be delivered to the Mayor by April 1st of each 2nd calendar year thereafter.

(d) If a biennial report does not contain the information required by this subchapter, the Mayor promptly shall notify the reporting domestic or registered foreign entity in a record and return the report for correction.

(e) If a filed biennial report contains the name or address of a registered agent which differs from the information shown in the records of the Mayor immediately before the filing, the differing information in the biennial report shall be considered a statement of change under § 29-104.07, 29-104.08, or 29-104.09.

(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(a)(12), 59 DCR 13171; Apr. 11, 2019, D.C. Law 22-287, § 3(b), 66 DCR 1650; Mar. 19, 2020, D.C. Law 23-68, § 7(b), 67 DCR 743.)

Section References

This section is referenced in § 29-101.02, § 29-102.08, § 29-107.01, § 29-301.04, § 29-313.01, § 29-401.04, § 29-413.01, § 29-701.10, § 29-802.02, § 29-802.06, and § 29-1304.01.

Effect of Amendments

The 2013 amendment by D.C. Law 19-210 substituted “registered” for “qualified” throughout (a) and in (d); and substituted “public organic record of the domestic filing entity became effective, the statement of qualification of a domestic limited liability partnership became effective,” for “domestic filing entity was formed” in (c).

Applicability

Section 15(b) of D.C. Law 23-68 attempted to repeal the creation of subsection (a)(6) of this section in order to make the amendment of this section applicable (as fully funded). The repeal of the creation of subsection (a)(6) of this section and its subsequent amedment cannot be accomplished. We have treated the repeal of the creation of subsection (a)(6) of this section as an amendment to the applicability section of D.C. Law 22-287 the effect of which is to make the creation of subsection (a)(6) of this section applicable as of the effective date of D.C. Law 23-68. Therefore the amendment of this section by § 3(a) of D.C. Law 22-287 has been implemented.

Section 16 of D.C. Law 23-68 provided that the changes made to this section by D.C. Law 23-68 shall apply as of October 1, 2019.

Applicability of D.C. Law 22-287: § 8 of D.C. Law 22-287 provided that the change made to this section by § 3(b) of D.C. Law 22-287 is subject to the inclusion of the law’s fiscal effect in an approved budget and financial plan. Therefore that amendment has not been implemented.

Emergency Legislation

For temporary (90 days) amendment of this section, see § 7(b) of Fiscal Year 2020 Budget Support Clarification Second Emergency Amendment Act of 2019 (D.C. Act 23-201, Jan. 22, 2020, 67 DCR 731).

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.

§ 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.

§ 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.