7 The Foreign Corporation Section of the 1969 Model Act is included. 9 See AMAF Int l Corp. v. Ralston Purina Co., 428 A.

Transcription

1 Corporate Practice Series X. District of Columbia By David I. Reader, Esq. and Sara C. Lenet Keller and Heckman LLP Washington, District of Columbia 1 A. Introduction The District of Columbia Business Corporation Act 2 ( D.C. Act ) governs foreign corporations that conduct business in the District of Columbia ( D.C. ). While the D.C. Mayor has the duty to administer and enforce the D.C. Act, 3 the Mayor has delegated those functions to the Department of Consumer and Regulatory Affairs ( DCRA ). 4 When the D.C. Act mentions the Mayor, aside from references to service of process upon the Mayor, the reference is to be interpreted as relating to the DCRA. 5 This chapter will discuss: (i) how a foreign corporation may qualify to do business in D.C. and maintain its authority to conduct business in D.C., (ii) how a foreign corporation may voluntarily withdraw from conducting business in D.C., (iii) the various ways D.C. can revoke a foreign corporation s authority, (iv) the consequences for a corporation that conducts business in D.C. without being qualified to do so, (v) the fees a foreign corporation incurs at various points and accompanying forms the foreign corporation must submit, and (vi) long-arm jurisdiction. B. What Constitutes Doing Business in D.C. Foreign corporations must obtain authority in order to do business in D.C. 6 The D.C. Act, which is modeled after the 1 David Reader is a partner in the Business Counseling and Transactions Group at Keller and Heckman LLP in Washington, D.C. He graduated from State University of New York at Albany in 1980 and received his J.D. from Southwestern University School of Law in He also received his LLM in Taxation from Georgetown University in Sara Lenet graduated from Cornell University in 2004 and is expected to receive her J.D. from William and Mary School of Law in D.C. CODE et seq. Section has been repealed. 3 D.C. CODE (a). See also D.C. CODE for information on the Mayor s duties and functions. 4 The Mayor had authority for this delegation under D.C. CODE (b). 5 This chapter will specify in every relevant instance whether the Mayor or the DCRA is implicated. 6 D.C. CODE (a). District of Columbia Model Business Corporation Act ( Model Act ), 7 defines a foreign corporation as a corporation for profit organized under laws other than the laws of [D.C.] and special acts of Congress. 8 All foreign corporations that conduct business in D.C. are subject to the D.C. Act s provisions. While it is simple to identify a foreign corporation, the question of what constitutes doing business in D.C. is more complex. 9 As with the Model Act, the D.C. Act does not affirmatively define doing business, but provides some guidance by specifying activities that do not require authorization, and thus do not amount to doing business. These are: the prosecution of litigation; the collection of debts; the taking of security for debts; the appointment of an agent to solicit business not to be transacted in D.C.; and the sale of personal property to the United States within D.C. unless the seller accepts a contract for the sale within D.C., or the property is delivered from stock of the seller within D.C. for use within D.C. 10 Although the D.C. Act does not provide a definition of doing business, D.C. courts generally define doing business as any continuing corporate presence in [D.C.] directed at advancing the corporation s objectives. 11 While the determination of whether a foreign corporation is doing business in D.C. is case-by-case, a corporation that conducts activity in D.C. on a regular basis will most likely be considered doing business and will need to obtain authorization to do so. To be safe, a foreign corporation that is uncertain as to whether its activities in D.C. rise to the level of doing business should assume it is governed by the D.C. Act and adhere to its provisions. 7 The Foreign Corporation Section of the 1969 Model Act is included in the portfolio as Worksheet 1. 8 D.C. CODE (2). 9 See AMAF Int l Corp. v. Ralston Purina Co., 428 A.2d 849, 851 (D.C. Cir. 1981) (... there are no hard and fast rules as to what constitutes doing business ). 10 D.C. CODE (b). Additionally, foreign corporations that are authorized to invest in loans secured by real estate and that do not maintain any offices, officers, agents, representatives, or employees for the purpose of making, maintaining, or liquidating the investment in D.C., do not need to obtain authorization, so long as their activities within D.C. conform to those delineated in the statute. See D.C. CODE (c) for more information. 11 AMAF Int l Corp., 428 A.2d at 851. For example, in District Grocery Stores v. Brunswick Quick Freeze Co., 106 A.2d 134 (D.C. Cir. 1954), a D.C. court held that an unauthorized foreign corporation that provided products for sale to grocery stores in D.C. was doing business in D.C. See Foreign Corporations Not Qualified to Conduct Business in D.C., X-G, infra, for discussion of unauthorized foreign corporations. 84 C.P.S. Copyright 2006 by The Bureau of National Affairs, Inc., Washington D.C /06 A - 51

2 Doing Business C. Obtaining Authority to Conduct Business in D.C. A foreign corporation must obtain a Certificate of Authority ( Authority Certificate ) from the DCRA before transacting business in D.C. 12 A foreign corporation s application for an Authority Certificate must include: the state of incorporation; the name of the corporation with one of the following words, in whole or abbreviated: corporation, company, incorporated, or limited ; 13 the date of incorporation and the period of duration; the address of the principal office in the state of incorporation; the name and address of the proposed registered agent located in D.C.; 14 a brief statement of the business it proposes to transact in D.C.; the names and respective addresses of its directors and officers; and any additional information necessary or appropriate to enable the DCRA to determine whether the corporation is entitled to an Authority Certificate to transact business in D.C. 15 Two original copies of the application must be delivered to the DCRA, as well as a certificate of good standing, duly certified by the proper officer of the state of incorporation. 16 An Authority Certificate will not be issued to a foreign corporation that has either the same name, or a deceptively similar name, as a domestic corporation or another corporation authorized to conduct business in D.C. 17 Once a foreign corporation obtains an Authority Certificate to conduct business in D.C. ( Authorized Foreign Corporation or AFC ), it has the right to transact business in D.C. for 12 D.C. CODE (a). However, no foreign corporation will obtain an Authority Certificate to transact in D.C. the businesses of banking, insurance, building and loan associations, the acceptance and execution of trusts, or the operation of railroads. Special D.C. Code provisions apply to these businesses. See D.C. CODE Division V. 13 To obtain an Authority Certificate, a foreign corporation without an appropriate name may add one of these words or an abbreviation of one to its name for use in D.C.D.C. CODE (2). 14 A foreign corporation must have a registered office in D.C. in order to obtain an Authority Certificate. The registered office may be, but need not be, the same place as its place of business in D.C. Id (a)(1). A foreign corporation must also have a registered agent in D.C., which may be an individual resident of D.C. or a corporation authorized to act as an agent. See Id (a)(2). 15 Id Id (a). 17 Id (1). However, an Authority Certificate may be issued if the foreign corporation files with the DCRA a resolution of its board of directors adopting a fictitious name for use when conducting business in D.C. Corporate Practice Series the purposes set forth in its application, 18 subject to D.C. s right to suspend or revoke the right. 19 Until a certificate of withdrawal ( Withdrawal Certificate ) 20 or a certificate of revocation ( Revocation Certificate ) 21 is issued, an AFC has the same rights and privileges as a domestic corporation with the same business purposes. An AFC is also subject to the same duties, restrictions, penalties, and liabilities of similar corporations under D.C. law. An AFC does not have the right to transact any business in D.C. that would be prohibited to a domestic corporation. 22 D. Maintaining Authority to Conduct Business in D.C. An AFC must meet certain obligations in order to maintain its authority to conduct business in D.C. 23 This section outlines those responsibilities and how an AFC can become a domestic D.C. corporation. 1. Duty to file two-year reports If there has been no change in material facts, an AFC must file a report on or before April 15 of the year after it receives its Authority Certificate, and on or before April 15 of each second year thereafter. 24 The report must set forth: the state of incorporation; the name of the corporation with one of the following words, in whole or abbreviated: corporation, company, incorporated, or limited ; the date of incorporation and the period of duration; the address of the principal office in the state of incorporation; the address of the registered office in D.C. and the name of the registered agent at this address; a brief statement of the character of the business in which it is actually engaged in D.C.; and 18 Id See Revocation of Authority to Conduct Business in D.C., X-F, infra. 20 See Voluntary Withdrawal from Authority to Conduct Business in D.C., X-E, infra. 21 See Revocation of Authority to Conduct Business in D.C., X-F, infra. 22 D.C. CODE Foreign corporations that were already transacting business in D.C. at the time the D.C. Act took effect had to procure an Authority Certificate within six months of the effective date of the D.C. Act and had to comply with all of its provisions. If the foreign corporation did not obtain an Authority Certificate within six months, all penalties, liabilities, and restrictions provided by the D.C. Act for foreign corporations transacting business without an Authority Certificate applied. Id Id (a), (a)(1). A /06 Copyright 2006 by The Bureau of National Affairs, Inc., Washington D.C C.P.S.

3 Corporate Practice Series District of Columbia X the names and respective addresses of its directors and officers. 25 The two-year reports must be made on prescribed forms, and the included information must be current as of the date of the execution of the report. The AFC s president, vice-president, secretary, assistant secretary, or treasurer must execute the report. The officer making the report must verify it, and the corporate seal must be affixed. 26 If an AFC fails to file the two-year report on time, it is subject to a penalty of $ Moreover, if an AFC fails to file the two-year report at all or pay the two-year report fee, its Authority Certificate will be revoked and all powers previously conferred will become inoperative. 28 When an AFC fails to file a two-year report or pay its report fees, the DCRA gives it a grace period within which to file the report and pay the fees. The two-year report is due on April 15, but the grace period typically lasts until sometime between the end of August and the beginning of September. 29 The DCRA sends a revocation notice to the AFC at least 30 days before revocation to remind the AFC to file its two-year report and pay the fees. If the AFC still does not file or pay, its Authority Certificate is revoked Duty to maintain registered office and agent An AFC must have and continuously maintain a registered office and a registered agent in D.C. 31 The registered agent is an agent of the AFC upon whom process against the AFC may be served and upon whom any notice or demand required or permitted by law to be served upon the AFC may be served. 32 The delivery of a copy of process, notice, or demand to the president, vice-president, secretary, or assistant secretary of the registered agent also satisfies the service requirement. 33 If an AFC fails to maintain a registered office or a registered agent in D.C., it will be deemed guilty of a misdemeanor and, upon conviction, is subject to a fine of up to $500. Civil fines, penalties, and fees may also be imposed as alternative sanctions. 34 If an AFC fails to appoint or maintain a registered agent, the registered agent cannot be found with reasonable diligence, or the AFC s Authority Certificate has been revoked or voluntarily withdrawn, the Mayor will serve as an agent of the foreign corporation upon whom any process against the corporation may be served and upon whom any notice or demand 25 Id (a)(1) (7). The requirements for the information that an AFC must provide in its two-year reports are very similar to the information it had to report earlier to obtain its Authority Certificate. However, there are some minor and subtle differences in the items listed, which change from prospective assertions to factual statements. 26 Id (b). 27 Id Id This information is based on discussions with the DCRA. 30 For more information about revocation, see Revocation of Authority to Conduct Business in D.C., X-F, infra. 31 D.C. CODE Id (a). 33 Id. 34 D.C. CODE required or permitted by law to be served upon the corporation may be served. 35 Service on the Mayor of any process, notice, or demand must be made by delivery to and leaving with the Mayor, or with any clerk having charge of the Mayor s office, duplicate copies of the process, notice, or demand and a fee of $10. If any process, notice, or demand is so served, the Mayor must forward a copy by registered or certified mail to the corporation at its principal office in its state of incorporation or at its last known address. 36 An AFC may change its registered agent or the address of its registered office, or both, by filing with the DCRA a statement setting forth: the address of its current registered office; with respect to a change in the registered office, the address to which the registered office is to be changed; the name of the current registered agent; as to any substitutions of a registered agent, the name of the successor registered agent and a statement that the successor registered agent has consented to be named as the corporation s registered agent; confirmation that the address of the registered office and the address of the business office of its registered agent, as changed, will be identical; and that such change was authorized by a resolution duly adopted by the board of directors or was authorized by an officer of the corporation duly empowered to make such change. 37 The president or vice-president of the AFC must execute the statement and deliver two copies to the DCRA. The change of address or registered agent, or both, becomes effective upon filing the statement with the DCRA. A registered agent may resign by executing and delivering written notices to the DCRA and the corporation at its principal office in its state of incorporation Duty to report certain changes An AFC must obtain an amended certificate of authority ( Amended Certificate ) if it changes its corporate name or chooses to pursue new or additional business purposes in D.C. other than those in the application for the AFC s Authority 35 Id (b). 36 Id. See also Foreign Corporations Not Qualified to Conduct Business in D.C., X-G, infra. 37 D.C. CODE (b)(1) (7). 38 Id (c) (e). The appointment of the agent terminates 30 days after the DCRA receives notice of resignation or when the appointment of a successive agent becomes effective, whichever comes first. No fee or charge is associated with this resignation. Id (e). 84 C.P.S. Copyright 2006 by The Bureau of National Affairs, Inc., Washington D.C /06 A - 53

4 Doing Business Certificate. The process and content requirements are the same as for the Authority Certificate. 39 With respect to reporting a name change, whenever an AFC changes its name to one under which an Authority Certificate would not be granted, the authority of such AFC to conduct business in D.C. will be suspended until it has changed its name to a name that is available under the laws of D.C. 40 Whenever an AFC is a party to a statutory merger and the AFC is the surviving corporation, it must file with the DCRA a copy of the articles of merger duly certified by the proper officer of the state under whose laws the merger was effected. The AFC need not obtain a new Authority Certificate or Amended Certificate, unless it undergoes a name or business purpose change Duty to comply with provisions of the D.C. Act An AFC that violates or fails to comply with any provision of the D.C. Act will be deemed guilty of a misdemeanor and, upon conviction, will be fined up to $500 for each violation or failure, if no specific penalty is otherwise provided. Civil fines, penalties, and fees may be imposed as alternative sanctions. 42 Additionally, if an AFC fails to pay any fees or charges, the DCRA will not file any certificates, reports, applications, or other papers necessary for foreign corporations until the fees or charges are paid. However, the payment of fees and charges does not affect the filing of a written notice of resignation by a registered agent of an AFC. 43 All fees, charges and penalties must be paid in full before an AFC can maintain an action at law or suit in equity in D.C Domestication Any AFC may choose to become a domestic corporation of D.C. and trade its status as a foreign corporation. To become domesticated, the AFC must file articles of domestication with the DCRA. Upon filing with the DCRA, the articles of domestication will constitute the articles of the domesticated corporation. 45 The articles of domestication must be executed by the corporation and state: the address of its registered office in D.C.; a statement that upon domestication the corporation will be subject to the domestic corporation provisions of the D.C. Act; if desired, a brief statement of the purpose or purposes for which it is to be domesticated, which must be a purpose or purposes for which a domestic corporation 39 Id (a) (b). 40 Id Id Of course, a name change or change of business purpose requires an Amended Certificate. Id (a). 42 Id Id (a). See infra note D.C. CODE (b). 45 Id (a). Additionally, the newly domesticated corporation will likely need to take some action in its state of original incorporation and any other foreign jurisdictions within which it is qualified to do business. See, e.g., DEL. CODE ANN. tit. 8, 390. Corporate Practice Series may be incorporated under the D.C. Act and which may consist of or include a statement that the corporation will have unlimited power to engage in and to do any lawful act concerning any and all lawful business for which corporations may be incorporated under the D.C. Act; the term for which, upon domestication, the corporation is to exist, if not perpetual; any desired provisions relating to the manner and basis of reclassifying the shares of the corporation; a statement that the filing of articles of domestication and the renunciation of the original charter or articles of the corporation have been advised by the board of directors and approved by the shareholders in accordance with the corporation s articles of incorporation and applicable law; any desired provisions regarding special treatment of shares held by any shareholder or group of shareholders if the laws of the jurisdiction under which the corporation was incorporated prior to its domestication permit such special treatment; and any other provisions authorized by the D.C. Act to be set forth in the original articles of incorporation. 46 Once the articles of domestication are executed and filed, the AFC becomes a domestic corporation, with all of the corresponding powers, privileges, duties, and limitations. The property, franchises, debts, liens, estates, taxes, penalties, and public accounts due to D.C. will be imposed upon the newly domesticated corporation as if it were the successor by merger of the domesticating corporation with and into a domestic corporation. The shares of the domesticated corporation will be unaffected by the domestication except to the extent that they are reclassified in the articles of domestication. 47 E. Voluntary Withdrawal from Authority to Conduct Business in D.C. An AFC may withdraw from D.C. upon procuring a Withdrawal Certificate from the DCRA. 48 In order to obtain a Withdrawal Certificate, an AFC must file an application with the DCRA stating: the state of incorporation; that it is not transacting business in D.C.; 46 D.C. CODE (b)(1) (8). 47 Id Id (a). If an AFC does not withdraw from D.C. when it no longer conducts business in D.C., the AFC must still file two-year reports, as well as other required forms, and pay the associated fees. If an AFC fails to withdraw, and also fails to file two-year reports, its Authority Certificate will be revoked and it will need to be reinstated before it can withdraw. To become reinstated, the AFC will need to file the two-year reports it never filed and pay those fees, as well as pay the fees for reinstatement. To withdraw, the AFC will need to pay all fees associated with reinstatement, as well as the fee for withdrawal. See Revocation of Authority to Conduct Business in D.C., X-F, infra, for more information about revocation and reinstatement. A /06 Copyright 2006 by The Bureau of National Affairs, Inc., Washington D.C C.P.S.

5 Corporate Practice Series that it surrenders its authority to transact business in D.C.; that it revokes the authority of its registered agent in D.C. to accept service of process and consents that service of process in any suit, action, or proceeding based upon any cause of action arising in D.C. during the time it was authorized to transact business in D.C. may thereafter be made on the corporation by service thereof on the Mayor; a post office address to which the DCRA may mail a copy of any process against the corporation that may be served on him or her; and such information as may be necessary or appropriate in order to enable the DCRA to determine and assess any unpaid fees payable by the foreign corporation. 49 The application for a Withdrawal Certificate must be made on prescribed forms, and must be executed by the AFC, by its president or a vice-president. If the AFC is in the hands of a receiver or trustee, the receiver or trustee must execute the application on behalf of the AFC. 50 The AFC must deliver duplicate originals of the application to the DCRA. Upon the issuance of a Withdrawal Certificate, the authority of an AFC to transact business in D.C. ceases. 51 However, a Withdrawal Certificate does not affect any action then pending, nor does it affect any right of action upon a contract made by the AFC in D.C. before withdrawal. In any action upon any liability or obligation incurred by the AFC prior to its withdrawal, process against the corporation may be served upon the Mayor. 52 F. Revocation of Authority to Conduct Business in D.C In general The DCRA may revoke an AFC s authority for a variety of reasons: the Authority Certificate of the AFC was procured through fraud practiced upon D.C.; the AFC has continued to exceed or abuse the authority conferred upon it; the AFC has failed for a period of 90 days to pay any fees, charges, or penalties prescribed under the D.C. Act; the AFC has failed for 90 days to appoint and maintain a registered agent in D.C.; 49 D.C. CODE (b)(1) (6). 50 Id (c). 51 Id (a) (b). The corporation would be considered an unauthorized foreign corporation if it continued to conduct business in D.C. or returned to D.C. without an Authority Certificate. 52 Id Some D.C. Code provisions refer to revocation by proclamation for an AFC that fails to file a two-year report or pay the associated fees. Id In practice, though, revocations are made as described in this section. The information is based on discussions with the DCRA. the AFC has failed for 30 days after change of its registered office or registered agent to file with the DCRA a statement of such change; the AFC has failed to file its two-year report; the AFC for a period of two years has not transacted any business in D.C.; the AFC has failed to file with the DCRA a duly authenticated copy of each amendment to its articles of incorporation within 30 days after such amendment becomes effective; and a misrepresentation has been made of any material matter in any application, report, affidavit, or other document submitted by the corporation pursuant to the D.C. Act. 54 The DCRA also must revoke the Authority Certificate of an AFC that had its authority revoked in its state of incorporation, because at that, point it is no longer a legal entity. The most common reason the DCRA revokes an AFC s Authority Certificate is for failure to file a two-year report. 55 The DCRA may not revoke an AFC s Authority Certificate until after (1) the AFC is given at least 30 days notice by mail of the DCRA s intent to revoke, and (2) the AFC fails to submit satisfactory evidence it met the criteria that led the DCRA to instigate the revocation. 56 The DCRA may then issue a Revocation Certificate to the AFC, and upon issuance, the authority of the AFC to transact business in D.C. ceases. 57 A Revocation Certificate does not affect any pending action nor a right of action upon a contract made by the former AFC in D.C. before revocation. In an action upon any liability or obligation incurred by the former AFC prior to its revocation, process against the corporation may be served upon the Mayor. 58 An AFC receiving a Revocation Certificate may appeal its revocation to the court by filing a petition with the clerk of such court, including a copy of its Authority Certificate and a copy of the notice of revocation given by the DCRA. The matter then will be tried de novo by the court, and the court will either sustain the action of the DCRA or direct the DCRA to take such action as the court may deem proper. Either party may appeal from all final orders and judgments entered by the court within 60 days after service on the party of a copy of the order or judgment Reinstatement A former AFC may submit to the DCRA a petition for reinstatement at any time following the revocation of its Au- 54 Id (a)(1) (9). 55 See Maintaining Authority to Conduct Business in D.C., X-D, supra. 56 D.C. CODE (b)(1) (2). 57 Id (b). The corporation would be considered an unauthorized foreign corporation if it continued to conduct business in D.C. or returned to D.C. without an Authority Certificate. See Revocation of Authority to Conduct Business in D.C., X-F, supra. 58 D.C. CODE Id (b) (c). District of Columbia X 84 C.P.S. Copyright 2006 by The Bureau of National Affairs, Inc., Washington D.C /06 A - 55

6 Doing Business thority Certificate. 60 The corporation must submit two copies of the application for reinstatement, along with the delinquent five-year report or reports, 61 or payment of the delinquent five-year report fee or fees, or both, plus interest and any penalties imposed. 62 Upon the issuance of a certificate of reinstatement, the revocation will be deemed annulled, and the AFC will have the same powers, rights, duties, and obligations it had before its Authority Certificate was revoked with the same force and effect as if the Revocation Certificate had never been issued. 63 G. Foreign Corporations Not Qualified to Conduct Business in D.C. If a foreign corporation transacts business in D.C. without authority to do so ( Unauthorized Foreign Corporation or UFC ), it will not be permitted to maintain an action at law or in equity in any court of D.C. until the UFC obtains an Authority Certificate. Additionally, no action at law or in equity may be maintained in any court of D.C. by any successor or assignee of such UFC on any right, claim, or demand arising out of the transaction of business by the UFC in D.C. until the UFC, or a corporation that has acquired all or substantially all of its assets, obtains an Authority Certificate. 64 Furthermore, a UFC will be liable to D.C. for the time during which it transacted business in D.C. without an Authority Certificate, in an amount equal to all fees and other charges that would have been imposed by the D.C. Act upon the UFC had it duly applied for and received an Authority Certificate and thereafter filed all reports required by the D.C. Act. Additionally, it will be liable for a penalty of up to $500. The DCRA will bring proceedings to recover all amounts due to D.C., and the charges and penalties must be paid to D.C. before an Authority Certificate is issued to the UFC. 65 While a UFC will not be able to maintain actions against other parties, it can be held accountable for any breach of contract or other action and will be subject to defending any action at law or suit in equity in any court of D.C. 66 No personal liability is imposed on the officers of a UFC that fails to obtain an Authority Certificate Id (a). While this provision discusses corporations whose Authority Certificates were revoked by proclamation, discussions with DCRA clarified that the provision actually pertains to corporations that were issued Revocation Certificates. 61 The five-year reports referred to in this section are actually two-year reports. An AFC that has had its Authority Certificate revoked must file all delinquent reports and pay the associated fees in order to achieve reinstatement. 62 D.C. CODE (a). See supra notes 60 and 61 for clarification about application of this provision. 63 D.C. CODE (d). See supra note 60 for clarification about application of this provision. 64 D.C. CODE (a). 65 Id (c). 66 Id (b). 67 A. Tasker, Inc. v. Amsellem, 315 A.2d 178, 180 (D.C. Cir. 1974). Corporate Practice Series A UFC will be deemed to have appointed the Mayor its agent upon whom any process, notice, or demand may be served. 68 H. Fees and Forms Please see the chart at the end of this chapter to see the current fees that apply to foreign corporations seeking to do business in D.C. and forms mentioned earlier that are executed and submitted to the DCRA. All taxes, fees, and charges must be paid to the DCRA and deposited in the Treasury of the United States to the credit of D.C. 69 I. Long-Arm Jurisdiction An AFC is within the jurisdiction of D.C. courts. D.C. courts may also rightfully assert jurisdiction over a UFC under certain circumstances, whether or not the UFC should have obtained an Authority Certificate in the first place. A D.C. court may assert personal jurisdiction over a nonresident defendant where service of process is authorized by statute and where the service of process so authorized is consistent with due process. 70 Under D.C. s long-arm statute, a UFC, acting directly or through an agent, is subject to personal jurisdiction in D.C. if it has transact[ed] any business in D.C. 71 D.C. courts have interpreted the transacting any business provision of D.C. Code (a)(1) to be analogous with the Due Process Clause, thus requiring minimum contacts with D.C. 72 D.C. courts may assert jurisdiction as long as there are minimum contacts between the UFC and D.C. and the claim arises from an act associated with the minimum contacts. The UFC must have minimum contacts with D.C. so that exercising personal jurisdiction over it would not offend traditional notions of fair play and substantial justice. 73 The UFC must have purposefully directed its activities at D.C. residents and such conduct should have led the UFC to reasonably anticipate being haled to court in D.C D.C. CODE (c). 69 Id (h). The fees and form names are current as of July Most forms relevant to foreign corporations can be found on DCRA s Web site at Others are found elsewhere on DCRA s Web site at dc.gov/information/forms_docs/index.asp. 70 Mouzavires v. Baxter, 434 A.2d 988, 990 (D.C. Cir. 1981). 71 D.C. CODE (a)(1). 72 Gonzalez v. Internacional De Elevadores, S.A., 891 A.2d 227, 234 (D.C. Cir. 2006). 73 Int l Shoe Co. v. Wash., 326 U.S. 310, 316 (1945). 74 Shoppers Food Warehouse v. Moreno, 746 A.2d 320, 331 (D.C. Cir. 2000). In this case, the D.C. Court of Appeals held that Shoppers Food Warehouse purposefully directed its activities at D.C. residents by directing advertisements that were not random, fortuitous, accidental, or attenuated for its Maryland and Virginia stores at potential customers in D.C. Shoppers Food Warehouse should reasonably have anticipated being haled into court in D.C. by a customer from D.C. who was injured in one of its Maryland or Virginia stores. See also World-Wide Volkswagen Corp. v. Woodson, 444 U.S. 286, 297 (1980). A /06 Copyright 2006 by The Bureau of National Affairs, Inc., Washington D.C C.P.S.

7 Corporate Practice Series D.C. statutes also confer general jurisdiction over a UFC doing business in D.C. 75 D.C. courts have held that a [UFC that] carries on a consistent pattern of regular business activity within [D.C.] is subject to the general jurisdiction of [D.C.] courts, upon proper service, and not merely for suits arising out 75 D.C. CODE (a). District of Columbia X of its activity in [D.C.]. 76 As long as there is any continuing corporate presence in [D.C.] directed at advancing the [UFC s] objectives, 77 the UFC is susceptible to suit in D.C. if exercising jurisdiction comports with due process. 76 AMAF Int l Corp. v. Ralston Purina Co., 428 A.2d 849, 850 (D.C. Cir. 1981). 77 Id. See also Price v. Griffin, 359 A.2d 582, 586 (D.C. Cir. 1976). 84 C.P.S. Copyright 2006 by The Bureau of National Affairs, Inc., Washington D.C /06 A - 57

8 Doing Business Corporate Practice Series Action Fee Form Filing application for Authority Certificate and its issuance 78 $200 Application for Certificate of Authority: Foreign Corporation 79 Two-year report 80 $750 Two-Year Report for Foreign and Domestic Business Corporations Filing statement of change of address of registered office or agent or both 81 $35 Statement of Change of Registered Office or Registered Agent or Both by a Corporation Statement that successor registered agent consents to the position N/A Written Consent to Act as Registered Agent Filing application for reservation of corporate $35 Application for Name Reservation name or renewal of reservation 82 Filing application for Amended Certificate and its issuance 83 $150 Application for Amended Certificate of Authority: Foreign For Profit Corporation Certificate of Good Standing $15 Application for Certificate of Good Standing Filing copy of articles of merger 84 $150 Articles of Merger of Domestic and Foreign Corporations Filing articles of domestication 85 $150 Contact the DCRA for the form Filing application for Withdrawal Certificate $35 Application for Certificate of Withdrawal for Foreign Corporation (For Profit) Filing application for reinstatement after revocation 87 $250 Application for Reinstatement of Certificate of Authority: Foreign For-Profit Corporation Furnishing certified copy of any document, instrument, report, or paper relating to corporation 88 $35 N/A Furnishing certificate as to the status of $15 N/A the corporation 89 Furnishing certificate as to the existence $30 N/A or nonexistence of facts or filings relating to corporations D.C. CODE (b)(10). 79 Different instructions apply to foreign corporations within the United States and foreign corporations outside the United States. See the different instruction sheets at 80 D.C. CODE (d). The fee is actually $250, not $750 as listed in the D.C. Code. This fee is paid at the time of the report. 81 Id (b)(8). 82 Id (b)(11). 83 Id (b)(13). 84 Id (b)(14). 85 Id (b)(4). 86 Id (b)(15). 87 Id (b)(16). 88 Id (b)(17). 89 Id (b)(19). 90 Id. A /06 Copyright 2006 by The Bureau of National Affairs, Inc., Washington D.C C.P.S.