2022 District of Columbia Code
Title 29 - Business Organizations. [Enacted title]
Chapter 1 - General Provisions
Subchapter II - Filing
§ 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.)

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.

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).

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.

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).

Application of Law 19-210: Section 7 of D.C. Law 19-210 provided that the act shall apply as of January 1, 2012.