D.C. Law 23-269 – Effective October 1, 2022, pursuant to the Department of Buildings Establishment Act of 2020, D.C Law 23-269, the Department of Consumer and Regulatory Affairs (DCRA) will be split into two new agencies – the Department of Buildings (DOB) and the Department of Licensing and Consumer Protection (DLCP). The DOB is responsible for regulating construction and housing. The DLCP is responsible for issuing business, occupational and professional licenses and special event permits and vending licenses, registering corporations and other business entities, and inspecting, weighing and measuring devices used for monetary profit. The Corporations Division of the DLCP is responsible for registering domestic and foreign entities and trade names. More information can be found on the DCRA’s website.
B582, “The Fiscal Year 2020 Budget Support Clarification Second Emergency Amendment Act of 2019”, enacted January 22, 2020, amends the provisions regarding entity formation, registration and report filings to require that the following information we be required, as of January 1, 2020: 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 exceeds 10 percent; or does not exceed 10 percent, provided, that the person controls the financial or operational decisions of such entity or has the ability to direct the day-to-day operations of such entity. For more information see the FAQ on the DCRA website. (Click on Business Registration/Corporate Registration FAQs: Process)
Administrative Dissolution and Reinstatement
RFB Properties LLC v. Federal National Mortgage Association, No. 19-CV-0527, decided October 27, 2022. The District of Columbia Court of Appeals reversed the trial court’s dismissal of an LLC’s action to quiet title on the grounds that it was administratively dissolved when the claim arose and lacked standing to sue. Although the LLC had subsequently reinstated, the trial court rejected the LLC’s argument that its reinstatement related back to the date of administrative dissolution, thereby validating its actions. The Court of Appeals noted that the DC Code provides that when reinstatement is effective it relates back to the date of administrative dissolution and the court had to treat the LLC as if the administrative dissolution did not occur. The reinstatement validated the LLC’s filing the action and its recording of the deed during the period of dissolution. The trial court had relied on case law interpreting sections of the DC Code that had been repealed.