Subchapter V. Foreign Entities.

§ 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.

§ 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.

§ 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.

§ 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.

§ 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.

§ 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.

§ 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.

§ 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.

§ 29–105.09. Withdrawal on dissolution or conversion to nonfiling entity other than limited liability partnership.

(a) A registered foreign entity that has dissolved and completed winding up or that has converted to a domestic or foreign nonfiling entity other than a limited liability partnership shall deliver a statement of withdrawal to the Mayor for filing. The statement 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 was formed before the dissolution or conversion;

(2) The type of entity that the foreign entity was before the dissolution or conversion;

(3) That the foreign entity surrenders its registration to do business in the District as a registered entity; and

(4) If the foreign entity has converted to a foreign nonfiling entity other than a foreign limited liability partnership:

(A) The type of nonfiling entity to which it has converted and the jurisdiction whose laws govern its internal affairs;

(B) That the foreign entity revokes the authority of its registered agent to accept service on its behalf; and

(b) After the withdrawal under this section of a foreign filing entity that has converted to a foreign nonfiling entity is effective, service of process in any 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.

(c) After the withdrawal under this section of a foreign filing entity that has converted to a domestic nonfiling entity other than a limited liability partnership is effective, service of process may be made on the nonfiling entity pursuant to § 29-104.12.

§ 29–105.10. Transfer of registration.

(a) A registered foreign entity that merges into a nonregistered foreign entity or converts to a foreign entity required to register with the Mayor to do business in the District shall deliver to the Mayor for filing an application for transfer of registration. The application shall be signed by the entity and state the:

(1) Name of the registered foreign entity before merger or conversion;

(2) Type of entity it was before the merger or conversion;

(3) Name of the applicant entity and, if the name does not comply with § 29-103.01, an alternate name adopted pursuant to § 29-105.06(a);

(4) Type of applicant entity and its jurisdiction of formation; and

(5) Following information regarding the applicant entity or to which it has been converted, if different than the information for the foreign entity before the merger or conversion:

(A) The street and mailing address of the principal office of the entity and, if the law of the entity’s jurisdiction of formation requires it to maintain an office in that jurisdiction, the street and mailing address of that office; and

(B) The information required by § 29-104.04(a).

(b) When an application for transfer of registration takes effect, the registration of the registered foreign entity to do business in the District shall be transferred without interruption to the entity into which it has merged or to which it has been converted.

§ 29–105.11. Termination of registration.

(a) The Mayor may terminate the registration of a registered foreign entity in the manner provided in subsections (b) and (c) of this section if the entity does not:

(1) Pay, not later than 60 days after the due date, any fee or penalty required to be paid to the Mayor under this chapter or law other than this title;

(2) Deliver to the Mayor for filing, not later than 60 days after the due date, the biennial report, if any, a biennial report;

(3) Have a registered agent as required by § 29-104.02; or

(4) Deliver to the Mayor for filing a statement of change under § 29-104.07 not later than 30 days after a change occurs in the name or address of the entity’s registered agent.

(b) The Mayor shall terminate the registration of a registered foreign entity by noting the termination in the records of the Mayor and may deliver a copy of the notice or the information in the notation to the entity’s registered agent in the District or, if the entity does not have a registered agent in the District, to the entity’s principal office as designated in § 29-105.03(4). The notice shall state or the information in the notation shall include the:

(1) Effective date of the termination, which must be at least 60 days after the date the Mayor delivers the copy; and

(2) Grounds for termination under subsection (a) of this section.

(c) The authority of a registered foreign entity to do business in the District shall cease on the effective date of the notice of termination or notation filed under subsection (b) of this section unless, before that date, the entity cures each ground for termination stated in the notice or notation. If the entity cures each ground, the Mayor shall file a record so stating.

§ 29–105.12. Action by Attorney General.

The Attorney General for the District of Columbia may maintain an action to enjoin a foreign filing entity or foreign limited liability partnership from doing business in the District in violation of this title.