For the purposes of this subchapter, the term:
(1) "Appointment of agent" means a statement appointing an agent for service of process filed under § 29-104.11 by a nonqualified foreign entity or domestic nonfiling entity.
(2) "Nonqualified foreign entity" means a foreign entity that is not a qualified foreign entity.
(3) "Nonresident limited liability partnership statement" means a statement of:
(A) Qualification of a domestic limited liability partnership that does not have an office in the District; or
(B) Foreign qualification of a foreign limited liability partnership that does not have an office in the District.
(4) "Registered agent filing" means:
(A) The public organic record of a domestic filing entity;
(B) A nonresident limited liability partnership statement;
(C) A foreign registration statement filed pursuant to § 29-105.03; or
(D) An appointment of a registered agent.
(5) "Represented entity" means a:
(A) Domestic filing entity;
(B) Domestic or qualified foreign limited liability partnership that does not have an office in the District;
(C) Qualified foreign entity;
(D) Domestic or foreign unincorporated nonprofit association for which an appointment of an agent has been filed;
(E) Domestic nonfiling entity for which an appointment of an agent has been filed; or
(F) Nonqualified foreign entity for which an appointment of an agent has been 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.
The following shall designate and maintain a registered agent in the District:
(1) A domestic filing entity;
(2) A domestic limited liability partnership that does not maintain a place of business in the District; and
(3) A qualified foreign entity.
(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.
If a provision of this subchapter other than § 29-104.10(a)(4) requires that a record state an address, the record shall state a:
(1) Street address in the District; and
(2) Mailing address in the District, if different from the address described in paragraph (1) of this section.
(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 registered agent filing shall state:
(1) The name of the represented entity's commercial registered agent; or
(2) If the entity does not have a commercial registered agent:
(A) The name and address of the entity's noncommercial registered agent; or
(B) If the entity designates an officer or employee to accept service of process, the title of the office or other position and the address of the business office of that person.
(b) The appointment of a registered agent pursuant to subsection (a)(1) or (2)(A) of this section shall be an affirmation under § 29-102.09 by the represented entity that the agent has consented to serve.
(c) The Mayor shall make available in a record as soon as practicable a daily list of filings that contain the name of a registered agent. The list shall:
(1) Be available for at least 14 calendar days;
(2) List in alphabetical order the names of the registered agents; and
(3) State the type of filing and name of the represented entity making the filing.
(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 may become listed as a commercial registered agent by filing with the Mayor a commercial registered agent listing statement signed by or on behalf of the person which states:
(1) The name of the individual or the name of the entity, Type of entity, and jurisdiction of formation of the entity;
(2) That the person is in the business of serving as a commercial registered agent in the District; and
(3) The address of a place of business of the person in the District to which service of process and other notice and documents being served on or sent to entities represented by the person may be delivered.
(b) A commercial registered agent listing statement may include the information regarding acceptance by the agent of service of process in a form other than a written record as provided for in § 29-104.12(e).
(c) If the name of a person filing a commercial registered agent listing statement is not distinguishable on the records of the Mayor from the name of another commercial registered agent listed under this section, the person shall adopt a fictitious name that is distinguishable and use that name in its statement and when it does business in the District as a commercial registered agent.
(d) A listing statement shall be effective on filing by the Mayor.
(e) The Mayor shall note the filing of the commercial registered agent listing statement in the index of filings maintained by the Mayor for each entity represented by the agent at the time of the filing. The statement shall be deemed to delete the address of the agent from the filing of each of those entities.
(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 commercial registered agent may terminate its listing as a commercial registered agent by delivering to the Mayor for filing a commercial registered agent termination statement signed by or on behalf of the agent which states:
(1) The name of the agent as listed under § 29-104.05; and
(2) That the agent is no longer in the business of serving as a commercial registered agent in the District.
(b) A commercial registered agent termination statement shall be effective at 12:01 a.m. on the 31st day after the day on which it is delivered to the Mayor for filing.
(c) The commercial registered agent promptly shall furnish each entity represented by the agent notice in a record of the filing of the commercial registered agent termination statement.
(d) When a commercial registered agent termination statement takes effect, the commercial registered agent ceases to be an agent for service of process on each entity formerly represented by it. Until an entity formerly represented by a terminated commercial registered agent appoints a new registered agent, service of process may be made on the entity pursuant to § 29-104.12. Termination of the listing of a commercial registered agent under this section shall not affect any contractual rights a represented entity has against the agent or that the agent has against the entity.
(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 represented entity may change the information on file under § 29- 104.04(a) by delivering to the Mayor for filing a statement of change signed by an authorized person on behalf of the entity which states the:
(1) Name of the entity; and
(2) Information that is to be in effect as a result of the filing of the statement of change.
(b) The interest holders or governors of a domestic entity need not approve the filing of a:
(1) Statement of change under this section; or
(2) Similar filing changing the registered agent or registered office of the entity in any other jurisdiction.
(c) A statement of change under this section appointing a new registered agent shall be an affirmation under § 29-102.09 by the represented entity that the agent has consented to serve.
(d) A statement of change under this section shall be effective on delivery to the Mayor for filing.
(e) As an alternative to using the procedure in this section, a represented entity may change the information on file under § 29-104.04(a) by amending its most recent registered agent filing in a manner provided by law of the District other than this title for amending the filing.
(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) If a noncommercial registered agent changes its name or its address in effect with respect to a represented entity under § 29-104.04(a), the agent shall deliver to the Mayor for filing, with respect to each entity represented by the agent, a statement of change signed by or on behalf of the agent which states:
(1) The name of the entity;
(2) The name and address of the agent;
(3) If the name of the agent has changed, the new name; and
(4) If the address of the agent has changed, the new address.
(b) A statement of change under this section takes effect on delivery to the Mayor for filing.
(c) A noncommercial registered agent promptly shall furnish the represented entity with notice in a record of the delivery to the Mayor for filing of a statement of change and the changes made in the statement.
(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) If a commercial registered agent changes its name, its address as listed under § 29-104.05(a)(3), its type of entity, or its jurisdiction of formation, the agent shall deliver to the Mayor for filing a statement of change signed by or on behalf of the agent which states:
(1) The name of the agent as listed under § 29-104.05(a)(1);
(2) If the name of the agent has changed, the new name;
(3) If the address of the agent has changed, the new address;
(4) If the type of entity has changed, the new type of entity; and
(5) If the jurisdiction of formation of the entity has changed, the new jurisdiction of formation.
(b) The delivery to the Mayor for filing by a commercial registered agent of a statement of change under subsection (a) of this section shall change the information regarding the agent with respect to each entity represented by the agent.
(c) A commercial registered agent promptly shall furnish each entity represented by it notice in a record of the delivery to the Mayor for filing of a statement of change relating to the name or address of the agent and the changes made in the statement.
(d) If a commercial registered agent changes its address without delivering for filing a statement of change as required by this section, the Mayor may cancel the listing of the agent under § 29-104.05. A cancellation under this subsection shall have the same effect as a termination under § 29-104.06. Promptly after canceling the listing of an agent, the Mayor shall serve notice in a record in the manner provided in § 29-104.12(b) or (c) on:
(1) Each entity represented by the agent, stating that the agent has ceased to be an agent for service of process on the entity and that, until the entity appoints a new registered agent, service of process may be made on the entity as provided in § 29-104.12; and
(2) The agent, stating that the listing of the agent has been canceled under this section.
(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 registered agent may resign as agent for a represented entity by delivering to the Mayor for filing a statement of resignation signed by or on behalf of the agent which states:
(1) The name of the entity;
(2) The name of the agent;
(3) That the agent resigns from serving as agent for service of process for the entity; and
(4) The address of the entity to which the agent will send the notice required by subsection (c) of this section.
(b) A statement of resignation shall be effective on the earlier of the 31st day after the day on which it is delivered to the Mayor for filing or the appointment of a new registered agent for the represented entity.
(c) A registered agent promptly shall furnish the represented entity notice in a record of the date on which a statement of resignation was delivered to the Mayor for filing.
(d) When a statement of resignation takes effect, the registered agent shall cease to have responsibility for any matter tendered to it as agent for the represented entity. The resignation shall not affect any contractual rights the entity has against the agent or that the agent has against the entity.
(e) A registered agent may resign with respect to a represented entity whether or not the entity is in good standing.
(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 nonqualified foreign entity or domestic nonfiling entity may deliver to the Mayor for filing a statement appointing a registered agent signed on behalf of the entity which states the:
(1) Name, type of entity, and jurisdiction of formation of the entity; and
(2) Information required by § 29-104.04(a).
(b) A statement appointing a registered agent shall be effective on filing by the Mayor and shall be effective for 5 years after the date of filing unless canceled or terminated earlier.
(c) Appointment of a registered agent under this section shall not qualify a nonqualified foreign entity to do business in the District.
(d) A statement appointing a registered agent shall not be rejected for filing because the name of the entity filing the statement is not distinguishable on the records of the Mayor from the name of another entity appearing in those records. The filing of the statement shall not make the name of the entity filing the statement unavailable for use by another entity.
(e) An entity that delivers to the Mayor for filing a statement under subsection (a) of this section appointing a registered agent may cancel the statement by delivering to the Mayor for filing a statement of cancellation that states the name of the entity and that the entity is canceling its appointment of an agent for service of process in the District. The statement shall be effective on filing by the Mayor.
(f) A statement appointing a registered agent for a nonqualified foreign entity terminates on the date the entity becomes a qualified foreign entity.
(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 represented entity may be served with any process, notice, or demand required or permitted by law by serving its registered agent.
(b) If an entity that delivered to the Mayor for filing a registered-agent filing no longer has a registered agent, or if its registered agent cannot with reasonable diligence be served, the entity may be served by registered or certified mail, return receipt requested, or by similar commercial delivery service, addressed to the governors of the entity by name at its principal office in accordance with any applicable judicial rules and procedures. The names of the governors and the address of the principal office may be as shown in the most recent biennial report filed with the Mayor. Service shall be effective under this subsection on the earliest of:
(1) The date that the entity receives the mail or delivery by a similar commercial delivery service;
(2) The date shown on the return receipt, if signed on behalf of the entity; or
(3) Five days after its deposit with the United States Postal Service or similar commercial delivery service, if correctly addressed and with sufficient postage or payment.
(c) Service may be made by handing a copy of the process, notice, or demand to an officer of the entity, a managing or general agent of the entity, or any other agent authorized by appointment or by law to receive service of process for the entity if the individual served is not a plaintiff in the action.
(d) If a represented entity fails to appoint or maintain a registered agent in the District as required by law, or if a represented entity's registered agent in the District cannot with reasonable diligence be found, and if the person seeking service submits a declaration under penalty of making false statements showing that a registered agent for the represented entity cannot be found, the Mayor shall be an agent of the entity upon whom any process against the entity may be served and upon whom any notice or demand required or permitted by law to be served upon the entity may be served. Service on the Mayor of the process, notice, or demand shall be made by delivering or leaving with the Mayor, or his designee, duplicate copies of the process, notice, or demand. If any process, notice, or demand is so served, the Mayor shall immediately cause one of the copies to be forwarded by registered or certified mail to the entity at its principal office or at its last known address.
(e) Service of process, notice, or demand on a registered agent shall be in a written record, but service may be made on a commercial registered agent in other forms, and subject to such requirements, as the agent has stated in its listing under § 29-104.05 that it will accept.
(f) Service of process, notice, or demand may be made by other means under law other than this title.
(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.
The duties of a registered agent shall be to:
(1) Forward to the represented entity at the address most recently supplied to the agent by the entity any process, notice, or demand that is served on the agent;
(2) Provide the notices required by this title to the entity at the address most recently supplied to the agent by the entity;
(3) If the agent is a noncommercial registered agent, keep current the information required by § 29-104.04(a) in the most recent registered agent filing for the entity; and
(4) If the agent is a commercial registered agent, keep current the information listed for it under § 29-104.05(a).
(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.
The appointment or maintenance in the District of a registered agent shall not by itself create the basis for personal jurisdiction over the represented entity 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.
