D.C. to Require Old Act Nonprofits and Act of Congress Corporations to Register and File Biennial Reports
Updated December 9, 2013
On November 15, 2013, the D.C. Department of Consumer and Regulatory Affairs (DCRA) announced that Old Act Nonprofit Corporations (nonprofit corporations formed before 1/1/1963) and Act of Congress Corporations (corporations incorporated under the Act of Congress) conducting business in the District of Columbia will be required to register and start filing biennial reports by January 1, 2014, pursuant to D.C. Code § 29-107.01. (b) and D.C. Municipal Regulations Chapter 17 Section 7-704 and 7-705. (Click here to view announcement on DCRA website.)
Requirements Effective January 1, 2014:
Old Act Nonprofit Corporations have three options to comply with the new requirements:
• Option 1 – OPTING IN: By 1/1/2014, Old Act Nonprofit Corporations that want to come under the provisions of Title 29 Chapter 3 will be required to file a copy of their original articles of incorporation or restated articles and board resolution accepting the new law.
• Option 2 – OPTING OUT: By 4/1/2014, Old Act Nonprofit Corporations that do not want to accept the new law will have to file their first biennial report along with copy of original articles and board resolution not accepting the new law.
• Option 3 – NO ACTION: By 9/1/2014, Old Act Nonprofit Corporations that have not exercised either Option 1 or Option 2 will be administratively dissolved and will need to reinstate and pay back fees. At that point acceptance of the law will be mandatory.
Act of Congress Corporations have two options:
• Option 1 – OPTING IN: By 1/1/2014, Act of Congress Corporations that want to come under provisions of Title 29 Chapter 3 and renounce congressional charter can file a copy of their federal articles of incorporation and all amendments, board resolution accepting the new law and restated articles of incorporation.
• Option 2 – OPTING OUT: By 1/1/2014, Act of Congress Corporations conducting business in D.C. that do not wish to exercise Option 1 will be required to file Registration Statement Form GN-16 including the following: corporation’s name, date of organization, principal address, name and address of at least one governor, name and address of its registered agent and a copy of its congressional charter and any amendments.
Post 2014 Requirements:
Both entity types will be required to file biennial reports by 4/1/2014, regardless of the options exercised, and subsequent reports are required every two years by April 1st. Failure to file a report may subject Old Act Nonprofit Corporations and Act of Congress Corporations to administrative dissolution and reinstatement provisions.
Holiday Closings for December 2013 and January 2014
Updated November 18, 2013
To assist you in planning closing dates and avoiding surprises, National Corporate Research, Ltd. (NCR) has compiled a list of U.S. state holiday closings for December 2013 and January 2014. To download the list in PDF format, click here .
For clients who work on international transactions, we have also compiled a list of corporate registry holiday closures in select countries. To access our international list of holiday closings for December and January, click here .
Please note that some jurisdictions declare holidays at the last minute. So if a particular filing date is important to you, contact your NCR service specialist and we will double check at that time to ensure the filing office will be open on the date you are interested in. Also note that as we become aware of any changes to the holiday closing lists, we will post updated versions of the lists to this page of our website.
For your convenience during the busy end-of-year season, NCR’s New York City corporate specialists will be available until 8 PM Eastern Time, Monday through Friday, from Monday, December 2nd until Monday, December 30th, with the exception of a few dates. For more details, click here . And, as always, our Delaware office is open until 8 PM Eastern Time Monday through Friday to assist you.
If you have any questions, feel free to contact your NCR service specialist.
2013 Amendments to Delaware Business Entity Laws
Updated July 17, 2013
Delaware’s governor recently signed into law several bills amending the state’s general corporation and business entity laws. With a few exceptions, the new legislation is effective on August 1, 2013. For details, see the summaries that National Corporate Research has prepared:
New Article 9 Resources
Updated July 1, 2013
The 2010 Amendments to Article 9 became effective in most states on July 1, 2013. Do you understand how the Amendments affect searching and filing? Do you know which states will not be enacting the Article 9 Amendments with the uniform effective date? Do you know which forms to use in which states when preparing financing statements? To assist our clients with these and other questions, National Corporate Research (NCR) has updated our website to include the new national Article 9 Forms and we’ve created a new page on our website, UCC Article 9 Filing and Searching Info.
The resources you’ll find on these pages include:
- Fillable PDF versions of the new national financing statement (UCC) forms
- UCC Form Acceptance memo, which outlines when each state will be accepting or requiring the new national financing statement forms.
- The Official Text of the 2010 Article 9 Amendments with Comments
- NCR’s Map Graphic Showing the Status of the Amendments in All States
- CHART: States That Have Taken Legislative Action on the Article 9 Amendments: This chart shows the legislative status of the Amendments in all states and includes links to each state’s pending or enacted legislation along with details about important non-uniform provisions
- Organizational and Tax ID Requirements: Recently updated list of jurisdictions that require tax ID or organizational ID numbers.
- Summary of the Article 9 Amendments by the National Conference of Commissioners on Uniform State Laws (NCCUSL)
- “The Proposed 2010 Amendments to UCC Article 9”: Article by attorney Norman M. Powell of Young Conaway Stargatt & Taylor, LLP
- “Filings Against Trusts and Trustees Under the Proposed 2010 Revisions to Current Article 9”: Article by attorney Norman M. Powell of Young Conaway Stargatt & Taylor, LLP
- AND MUCH MORE!
Make your job easier by visiting the UCC Resources section of the NCR website today!