District of Columbia Code
Title 29 - Business Organizations. [Enacted title]
Chapter 3 - Business Corporations

Part A - Short Title, Definitions, and Notice

§ 29–301.01. Short title - This chapter may be cited as the “Business Corporation Act...

§ 29–301.02. Definitions - For the purpose of this chapter, the term: (1) “Authorized...

§ 29–301.03. Notice and other communications - (a) Notice under this chapter must be in writing unless...

§ 29–301.04. Reference to extrinsic facts in plans or filed documents - (a) For the purposes of this subsection, the term: (1)...

Part B - Number of Shareholders; Qualified Director; Householding

§ 29–301.20. Number of shareholders - (a) For the purposes of this chapter, the following identified...

§ 29–301.21. Qualified director - (a) For the purposes of this section, the term: (1)...

§ 29–301.22. Householding - (a) A corporation shall have delivered written notice or any...

Subchapter II - Incorporation

§ 29–302.01. Incorporators - One or more persons may act as the incorporator or...

§ 29–302.02. Articles of incorporation - (a) The articles of incorporation shall set forth: (1) A...

§ 29–302.03. Incorporation - (a) Unless a delayed effective date is specified, the corporate...

§ 29–302.04. Liability for preincorporation transactions - All persons purporting to act as or on behalf of...

§ 29–302.05. Organization of corporation - (a) After incorporation: (1) If initial directors are named in...

§ 29–302.06. Bylaws - (a) The incorporators or board of directors of a corporation...

§ 29–302.07. Emergency bylaws - (a) Unless the articles of incorporation provide otherwise, the board...

Subchapter III - Purposes and Powers

§ 29–303.01. Purposes - (a) Every corporation incorporated under this chapter shall have the...

§ 29–303.02. General powers - Unless its articles of incorporation provide otherwise, every corporation shall...

§ 29–303.03. Emergency powers - (a) In anticipation of or during an emergency defined in...

§ 29–303.04. Ultra vires - (a) Except as otherwise provided in subsection (b) of this...

Subchapter IV - Shares and Distributions

Part A - Shares

§ 29–304.01. Authorized shares - (a) The articles of incorporation shall set forth any classes...

§ 29–304.02. Terms of class or series determined by board of directors - (a) If the articles of incorporation so provide, the board...

§ 29–304.03. Issued and outstanding shares - (a) A corporation may issue the number of shares of...

§ 29–304.04. Fractional shares - (a) A corporation may: (1) Issue fractions of a share...

Part B - Issuance of Shares

§ 29–304.20. Subscription for shares before incorporation - (a) A subscription for shares entered into before incorporation shall...

§ 29–304.21. Issuance of shares - (a) The powers granted in this section to the board...

§ 29–304.22. Liability of shareholders - (a) A purchaser from a corporation of its own shares...

§ 29–304.23. Share dividends - (a) Unless the articles of incorporation provide otherwise, shares may...

§ 29–304.24. Share options - (a)(1) A corporation may issue rights, options, or warrants for...

§ 29–304.25. Form and content of certificates - (a) Shares may, but need not, be represented by certificates....

§ 29–304.26. Shares without certificates - (a) Unless the articles of incorporation or bylaws provide otherwise,...

§ 29–304.27. Restriction on transfer of shares and other securities - (a) The articles of incorporation, bylaws, an agreement among shareholders,...

§ 29–304.28. Expense of issue - A corporation may pay the expenses of selling or underwriting...

Part C - Subsequent Acquisition of Shares by Shareholders and Corporation

§ 29–304.40. Shareholders’ preemptive rights - (a) The shareholders of a corporation shall not have a...

§ 29–304.41. Corporation’s acquisition of its own shares - (a) A corporation may acquire its own shares and shares...

Part D - Distributions to Shareholders

§ 29–304.60. Distributions to shareholders - (a) A board of directors may authorize, and the corporation...

Subchapter V - Shareholders

Part A - Meetings

§ 29–305.01. Annual meeting - (a) Unless directors are elected by written consent in lieu...

§ 29–305.02. Special meeting - (a) A corporation shall hold a special meeting of shareholders:...

§ 29–305.03. Court-ordered meeting - (a) The Superior Court may summarily order a meeting to...

§ 29–305.04. Action without meeting - (a) Action required or permitted by this chapter to be...

§ 29–305.05. Notice of meeting - (a) A corporation shall notify shareholders of the date, time,...

§ 29–305.06. Waiver of notice - (a) A shareholder may waive any notice required by this...

§ 29–305.07. Record date - (a) The bylaws may fix or provide the manner of...

§ 29–305.08. Conduct of the meeting - (a) At each meeting of shareholders, a chair shall preside....

§ 29–305.09. Remote participation in annual and special meetings - (a) Shareholders of any class or series may participate in...

Part B - Voting

§ 29–305.20. Shareholders’ list for meeting - (a) After fixing a record date for a meeting, a...

§ 29–305.21. Voting entitlement of shares - (a) Except as otherwise provided in subsections (b) and (d)...

§ 29–305.22. Proxies - (a) A shareholder may vote the shareholder’s shares in person...

§ 29–305.23. Shares held by nominees - (a) A corporation may establish a procedure by which the...

§ 29–305.24. Corporation’s acceptance of votes - (a) If the name signed on a vote, consent, waiver,...

§ 29–305.25. Quorum and voting requirements for voting groups - (a) Shares entitled to vote as a separate voting group...

§ 29–305.26. Action by single and multiple voting groups - (a) If the articles of incorporation or this chapter provide...

§ 29–305.27. Greater quorum or voting requirements - (a) The articles of incorporation may provide for a greater...

§ 29–305.28. Voting for directors; cumulative voting - (a) Unless otherwise provided in the articles of incorporation, directors...

§ 29–305.29. Inspectors of election - (a) A public corporation shall, and any other corporation may,...

Part C - Voting Trusts and Agreements

§ 29–305.40. Voting trusts - (a) One or more shareholders may create a voting trust,...

§ 29–305.41. Voting agreements - (a) Two or more shareholders may provide for the manner...

§ 29–305.42. Shareholder agreements - (a) An agreement among the shareholders of a corporation that...

Part D - Derivative Proceedings

§ 29–305.50. Definitions - For the purposes of this part, the term: (1) “Derivative...

§ 29–305.51. Standing - A shareholder shall not commence or maintain a derivative proceeding...

§ 29–305.52. Demand - A shareholder shall not commence a derivative proceeding until: (1)...

§ 29–305.53. Stay of proceedings - If the corporation commences an inquiry into the allegations made...

§ 29–305.54. Dismissal - (a) The Superior Court shall dismiss a derivative proceeding on...

§ 29–305.55. Discontinuance or settlement - A derivative proceeding shall not be discontinued or settled without...

§ 29–305.56. Payment of expenses - On termination of the derivative proceeding, the Superior Court may...

§ 29–305.57. Applicability to foreign corporations - In any derivative proceeding in the right of a foreign...

Part E - Proceeding to Appoint Custodian or Receiver

§ 29–305.70. Shareholder action to appoint custodian or receiver - (a) The Superior Court may appoint one or more persons...

Subchapter VI - Directors and Officers

Part A - Board of Directors

§ 29–306.01. Requirement for and functions of board of directors - (a) Except as otherwise provided in § 29-305.42, each corporation...

§ 29–306.02. Qualifications of directors - The articles of incorporation or bylaws may prescribe qualifications for...

§ 29–306.03. Number and election of directors - (a) A board of directors shall consist of one or...

§ 29–306.04. Election of directors by certain classes of shareholders - If the articles of incorporation authorize dividing the shares into...

§ 29–306.05. Terms of directors generally - (a) The terms of the initial directors of a corporation...

§ 29–306.06. Staggered terms for directors - The articles of incorporation may provide for staggering the terms...

§ 29–306.07. Resignation of directors - (a) A director may resign at any time by delivering...

§ 29–306.08. Removal of directors by shareholders - (a) The shareholders may remove one or more directors with...

§ 29–306.09. Removal of directors by judicial proceeding - (a) The Superior Court may remove a director of the...

§ 29–306.10. Vacancy on board - (a) Unless the articles of incorporation provide otherwise, if a...

§ 29–306.11. Compensation of directors - Unless the articles of incorporation or bylaws provide otherwise, the...

Part B - Meetings and Action of the Board

§ 29–306.20. Meetings - (a) The board of directors may hold regular or special...

§ 29–306.21. Action without meeting - (a) Except to the extent that the articles of incorporation...

§ 29–306.22. Notice of meeting - (a) Unless the articles of incorporation or bylaws provide otherwise,...

§ 29–306.23. Waiver of notice - (a) A director may waive any notice required by this...

§ 29–306.24. Quorum and voting - (a) Unless the articles of incorporation or bylaws require a...

§ 29–306.25. Committees - (a) Unless this chapter, the articles of incorporation, or the...

Part C - Directors

§ 29–306.30. Standards of conduct for directors - (a) Each member of the board of directors, when discharging...

§ 29–306.31. Standards of liability for directors - (a) A director shall not be liable to the corporation...

§ 29–306.32. Directors’ liability for unlawful distributions - (a) A director who votes for or assents to a...

Part D - Officers

§ 29–306.40. Officers - (a) A corporation shall have the officers described in its...

§ 29–306.41. Functions of officers - Each officer has the authority to, and shall, perform: (1)...

§ 29–306.42. Standards of conduct for officers - (a) An officer, when performing in such capacity, shall have...

§ 29–306.43. Resignation and removal of officers - (a) An officer may resign at any time by delivering...

§ 29–306.44. Contract rights of officers - (a) The appointment of an officer shall not itself create...

Part E - Indemnification and Advance for Expenses

§ 29–306.50. Definitions - For the purposes of this part, the term: (1) “Corporation”...

§ 29–306.51. Permissible indemnification - (a) Except as otherwise provided in this section, a corporation...

§ 29–306.52. Mandatory indemnification - A corporation shall indemnify a director who was wholly successful,...

§ 29–306.53. Advance for expenses - (a) A corporation may, before final disposition of a proceeding,...

§ 29–306.54. Court-ordered indemnification and advance for expenses - (a) A director who is a party to a proceeding...

§ 29–306.55. Determination and authorization of indemnification - (a) A corporation shall not indemnify a director under §...

§ 29–306.56. Indemnification of officers - (a) A corporation may indemnify and advance expenses under this...

§ 29–306.57. Insurance - A corporation may purchase insurance on behalf of an individual...

§ 29–306.58. Variation by corporate action; application of part - (a) A corporation may, by a provision in its articles...

§ 29–306.59. Exclusivity of part - A corporation may provide indemnification or advance expenses to a...

Part F - Directors’ Conflicting Interest Transactions

§ 29–306.70. Definitions - For the purposes of this part, the term: (1) “Control”,...

§ 29–306.71. Judicial action - (a) A transaction effected or proposed to be effected by...

§ 29–306.72. Directors’ action - (a) Except as otherwise provided in subsection (b) of this...

§ 29–306.73. Shareholders’ action - (a) Shareholders’ action respecting a director’s conflicting interest transaction shall...

Part G - Business Opportunities

§ 29–306.80. Business opportunities - (a) A director’s taking advantage, directly or indirectly, of a...

Subchapter VII - Domestication

§ 29–307.01. Domestication - (a) A foreign business corporation may become a domestic business...

§ 29–307.02. Action on a plan of domestication - (a) In the case of a domestication of a domestic...

§ 29–307.03. Articles of domestication - (a) After the domestication of a foreign business corporation has...

§ 29–307.04. Surrender of charter upon domestication - (a) Whenever a domestic business corporation has adopted and approved,...

§ 29–307.05. Effect of domestication - (a) When a domestication becomes effective: (1) The title to...

§ 29–307.06. Abandonment of a domestication - (a) Unless otherwise provided in a plan of domestication of...

Subchapter VIII - Amendment of Articles of Incorporation and Bylaws

Part A - Amendment of Articles of Incorporation

§ 29–308.01. Authority to amend - (a) A corporation may amend its articles of incorporation at...

§ 29–308.02. Amendment before issuance of shares - If a corporation has not yet issued shares, its board...

§ 29–308.03. Amendment by board of directors and shareholders - If a corporation has issued shares, an amendment to the...

§ 29–308.04. Voting on amendments by voting groups - (a) If a corporation has more than one class of...

§ 29–308.05. Amendment by board of directors - Unless the articles of incorporation provide otherwise, a corporation’s board...

§ 29–308.06. Articles of amendment - After an amendment to the articles of incorporation has been...

§ 29–308.07. Restated articles of incorporation - (a) A corporation’s board of directors may restate its articles...

§ 29–308.08. Amendment pursuant to reorganization - (a) A corporation’s articles of incorporation may be amended without...

§ 29–308.09. Effect of amendment - An amendment to the articles of incorporation shall not affect...

Part B - Amendment of Bylaws

§ 29–308.20. Amendment by board of directors or shareholders - (a) A corporation’s shareholders may amend or repeal the corporation’s...

§ 29–308.21. Bylaw increasing quorum or voting requirement for directors - (a) A bylaw that increases a quorum or voting requirement...

§ 29–308.22. Bylaw provisions relating to the election of directors - (a) Unless the articles of incorporation specifically prohibit the adoption...

Subchapter IX - Merger and Share Exchanges

§ 29–309.01. Definitions - For the purposes of this subchapter, the term: (1) “Acquired...

§ 29–309.02. Merger - (a) One or more domestic business corporations may merge with...

§ 29–309.03. Share exchange - (a) Through a share exchange: (1) A domestic business corporation...

§ 29–309.04. Action on a plan of merger or share exchange - In the case of a domestic corporation that is a...

§ 29–309.05. Merger between parent and subsidiary or between subsidiaries - (a) A domestic parent corporation that owns shares of a...

§ 29–309.06. Articles of merger or share exchange - (a) After a plan of merger or a plan of...

§ 29–309.07. Effect of merger or share exchange - (a) When a merger becomes effective: (1) The corporation that...

§ 29–309.08. Abandonment of a merger or share exchange - (a) Unless otherwise provided in a plan of merger or...

Subchapter X - Disposition of Assets

§ 29–310.01. Disposition of assets not requiring shareholder approval - The approval of the shareholders of a corporation shall not...

§ 29–310.02. Shareholder approval of certain dispositions - (a) A sale, lease, exchange, or other disposition of assets,...

Subchapter XI - Appraisal Rights

Part A - Right to Appraisal and Payment for Shares

§ 29–311.01. Definitions - For the purposes of this subchapter, the term: (1) “Affiliate”...

§ 29–311.02. Right to appraisal - (a) Except as otherwise provided in subsection (b) of this...

§ 29–311.03. Assertion of rights by nominees and beneficial owners - (a) A record shareholder may assert appraisal rights as to...

Part B - Procedure for Exercise of Appraisal Rights

§ 29–311.10. Notice of appraisal rights - (a) If any corporate action specified in § 29-311.02(a) is...

§ 29–311.11. Notice of intent to demand payment and consequences of voting or consenting - (a) If a corporate action specified in § 29-311.02(a) is...

§ 29–311.12. Appraisal notice and form - (a) If a corporate action requiring appraisal rights under §...

§ 29–311.13. Perfection of rights; right to withdraw - (a) A shareholder that receives notice pursuant to § 29-311.12...

§ 29–311.14. Payment - (a) Except as otherwise provided in § 29-311.15, within 30...

§ 29–311.15. After-acquired shares - (a) A corporation may elect to withhold payment required by...

§ 29–311.16. Procedure if shareholder dissatisfied with payment or offer - (a) A shareholder paid pursuant to § 29-311.14 that is...

Part C - Judicial Appraisal of Shares

§ 29–311.30. Judicial proceeding - (a) If a shareholder makes demand for payment under §...

§ 29–311.31. Court costs and expenses - (a) The Superior Court in an appraisal proceeding commenced under...

Part D - Other Remedies

§ 29–311.50. Other remedies limited - (a) The legality of a proposed or completed corporate action...

Subchapter XII - Dissolution

Part A - Voluntary Dissolution

§ 29–312.01. Dissolution by incorporators or initial directors - A majority of the incorporators or initial directors of a...

§ 29–312.02. Dissolution by board of directors and shareholders - (a) A corporation’s board of directors may propose dissolution for...

§ 29–312.03. Articles of dissolution - (a) At any time after dissolution is authorized, the corporation...

§ 29–312.04. Revocation of dissolution - (a) A corporation may revoke its dissolution within 120 days...

§ 29–312.05. Effect of dissolution - (a) A dissolved corporation continues its corporate existence but shall...

§ 29–312.06. Known claims against dissolved corporation - (a) A dissolved corporation may dispose of the known claims...

§ 29–312.07. Other claims against dissolved corporation - (a) A dissolved corporation may also publish notice of its...

§ 29–312.08. Court proceedings - (a) A dissolved corporation that has published a notice under...

§ 29–312.09. Director duties - (a) Directors shall cause the dissolved corporation to discharge or...

Part B - Judicial Dissolution

§ 29–312.20. Grounds for judicial dissolution - (a) The Superior Court may dissolve a corporation: (1) In...

§ 29–312.21. Procedure for judicial dissolution - (a) It shall not be necessary to make shareholders parties...

§ 29–312.22. Receivership or custodianship - (a) Unless an election to purchase has been filed under...

§ 29–312.23. Decree of dissolution - (a) If, after a hearing, the Superior Court determines that...

§ 29–312.24. Election to purchase in lieu of dissolution - (a) In a proceeding under § 29-312.20(a)(2) to dissolve a...

Part C - Miscellaneous

§ 29–312.40. Deposit with Mayor - Assets of a dissolved corporation that should be transferred to...

Subchapter XIII - Records and Reports

Part A - Records

§ 29–313.01. Corporate records - (a) A corporation shall keep as permanent records minutes of...

§ 29–313.02. Inspection of records by shareholders - (a) A shareholder of a corporation shall be entitled to...

§ 29–313.03. Scope of inspection right - (a) A shareholder’s agent or attorney shall have the same...

§ 29–313.04. Court-ordered inspection - (a) If a corporation does not allow a shareholder that...

§ 29–313.05. Inspection of records by directors - (a) A director of a corporation shall be entitled to...

§ 29–313.06. Exception to notice requirement - (a) Whenever notice is required to be given under any...

Part B - Reports

§ 29–313.07. Financial statements for shareholders - (a) A corporation shall deliver to its shareholders annual financial...

Subchapter XIV - Transition Provisions

§ 29–314.01. Application to existing domestic corporations - Except as otherwise provided by § 29-107.01, this chapter shall...

§ 29–314.02. Application to registered foreign corporations - A foreign corporation authorized to do business in the District...

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District of Columbia Code Title 29 - Business Organizations. [Enacted title] Chapter 3 - Business Corporations

District of Columbia Code
Title 29 - Business Organizations. [Enacted title]
Chapter 3 - Business Corporations