(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 an individual authorized under this title to sign the filing.
(5) The entity filing shall state the name and capacity, if any, of the individual who signed it, but need not contain a seal, attestation, acknowledgment, or verification.
(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 section, 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.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
HISTORICAL AND STATUTORY NOTES
Legislative History of Laws
For history of Law 18-378, see notes under § 29-101.01.
(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.
(c) The Mayor may require that any filing by a foreign entity under this title be on a form 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.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
HISTORICAL AND STATUTORY NOTES
Legislative History of Laws
For history of Law 18-378, see notes under § 29-101.01.
Except as otherwise provided in § 29-102.04 and subject to § 29- 102.05(c), 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.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
HISTORICAL AND STATUTORY NOTES
Legislative History of Laws
For history of Law 18-378, see notes under § 29-101.01.
(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.
(c) A statement of withdrawal shall:
(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) On the delivery for filing to the Mayor of a statement of withdrawal, the action or transaction evidenced by the original filed record shall not take effect.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
HISTORICAL AND STATUTORY NOTES
Legislative History of Laws
For history of Law 18-378, see notes under § 29-101.01.
(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.
(c) A statement of correction shall:
(1) Not state a delayed effective date;
(2) Be signed on behalf of 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.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
HISTORICAL AND STATUTORY NOTES
Legislative History of Laws
For history of Law 18-378, see notes under § 29-101.01.
(a) The Mayor shall file an entity filing delivered to the Mayor for filing which satisfies § 29-102.01. 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 time of its delivery. After filing an entity filing, the Mayor shall deliver to the domestic or foreign entity or its representative 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.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
HISTORICAL AND STATUTORY NOTES
Legislative History of Laws
For history of Law 18-378, see notes under § 29-101.01.
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.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
HISTORICAL AND STATUTORY NOTES
Legislative History of Laws
For history of Law 18-378, see notes under § 29-101.01.
(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 qualified foreign entity.
(b) A certificate under subsection (a) of this section shall state:
(1) The domestic filing entity's name or the qualified foreign entity's name used in the District;
(2) That the domestic filing entity is formed under the law of the District, the date of its formation, and the period of its duration if less than perpetual, or that the qualified foreign entity is registered to do business in the District;
(3) That all fees, taxes, 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;
(4) That the entity's most recent biennial report required by § 29-102.11 has been delivered for filing to the Mayor; and
(5) That the entity has not been dissolved.
(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 qualified foreign entity is registered to do business in the District.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
HISTORICAL AND STATUTORY NOTES
Legislative History of Laws
For history of Law 18-378, see notes under § 29-101.01.
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.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
HISTORICAL AND STATUTORY NOTES
Legislative History of Laws
For history of Law 18-378, see notes under § 29-101.01.
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.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
HISTORICAL AND STATUTORY NOTES
Legislative History of Laws
For history of Law 18-378, see notes under § 29-101.01.
(a) Each domestic filing entity and limited liability partnership and qualified 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, if the entity is a business corporation, nonprofit corporation, professional corporation, general cooperative association, or limited liability company; and
(5) In the case of a qualified 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.
(b) Information in the biennial report shall be current as of the date the report is signed on behalf of the entity.
(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 domestic filing entity was formed 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 qualified 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.)
HISTORICAL AND STATUTORY NOTES
Legislative History of Laws
For history of Law 18-378, see notes under § 29-101.01.
(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 disapproved.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
HISTORICAL AND STATUTORY NOTES
Legislative History of Laws
For history of Law 18-378, see notes under § 29-101.01.
(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 and 12;
(2) That are identified as expedited fees and the fees collected for the enforcement of Chapters 10 and 12; 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 Consumer and Regulatory Affairs as designated by an appropriations act of Congress for the purposes of maintaining and upgrading the corporate filing system, including copying fees, automation upgrades, personnel costs, and supplies.
(c) Fees and charges payable to the Mayor shall be paid at the time of presenting a document for filing or making a request for information for which a fee or charge is payable.
(d) Overpayments and duplicate and erroneous payments shall be refunded. A mere change of purpose after the payment of money, as when a party desires to withdraw a filing, shall not entitle a party to a refund.
(e) Except noted under subsection (d) of this section, all other fees shall be deemed processing fees and shall be nonrefundable.
(f) The Mayor may cancel a processed filing due to nonpayment.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
HISTORICAL AND STATUTORY NOTES
Legislative History of Laws
For history of Law 18-378, see notes under § 29-101.01.
