District of Columbia: Corporation Charter Amendment and Legal-Name-Change Requirements
The short answer
Before shares issue, the board—or the incorporators if there is no board—may amend. After shares issue, the board adopts and ordinarily recommends the amendment, then each required voting group approves at a meeting with a majority-of-entitled-votes quorum and more votes cast for than against; the articles may authorize meeting-equivalent written consent. Form DBU-2 costs $220 when shares do not change, share increases can cost $220–$1,650, and the filing may delay effectiveness up to 90 days.
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This is the general rule in District of Columbia. Ask about your specific facts and see which parts of current District of Columbia law apply, with citations to the statutes.
| Governing law, document, entity, and scope | D.C. Business Corporation Act, D.C. Code tit. 29, ch. 3, subch. VIII; an ordinary domestic business corporation delivers articles of amendment to the Mayor through DLCP on Form DBU-2 (§§ 29-308.01-.09) |
|---|---|
| Amendable provisions and name-change boundary | May add/change a currently required or permitted articles provision or delete one no longer required. New name needs corporation/incorporated/company/limited or equivalent, must be distinguishable, and may need approval for bank/insurance words (§§ 29-103.01-.02, 29-308.01) |
| Authority before shares issue | Before any shares issue, the board may amend; if there is no board, the incorporators may amend (§ 29-308.02) |
| Board proposal, recommendation, and abandonment | After issuance, board adopts and submits the amendment, may condition submission, and recommends approval unless conflicts or special circumstances support a stated no-recommendation basis. No general pre-filing abandonment power is stated; a filed record may be withdrawn before effectiveness (§§ 29-102.04, 29-308.03) |
| Shareholder notice, consent, quorum, and vote | All shareholders, voting or not, receive meeting notice with the amendment; general timing is 10–60 days. Each voting group needs a majority-of-entitled-votes quorum and votes cast favoring must exceed opposing. Consent defaults unanimous; articles may authorize meeting-equivalent consent within 60 days, followed by notice within 10 days (§§ 29-305.04-.05, 29-305.25-.27, 29-308.03) |
| Class, series, nonvoting shares, and appraisal | Affected class/series votes separately even if otherwise nonvoting; similarly affected groups may vote together unless articles or board require separate groups. Appraisal applies to a cash-out fractional-share amendment or if articles, bylaws, or board resolution grant it, subject to market exceptions (§§ 29-308.04, 29-311.02) |
| Board-only, agent, correction, and bylaw routes | Board-only list includes duration, initial-director deletion, agent information, one-class share split/dividend increase, designator substitution or geographic-attribution name edit, acquired-share reduction/class deletion, and authorized unissued-class changes. Agent statement, correction, and bylaws use separate routes (§§ 29-102.05, 29-104.07, 29-308.05, 29-308.20) |
| Contents, signer, fee, and effective time | DBU-2 states name, amendment text, exchange mechanics, adoption date, and approval route; authorized governor/person signs, with no seal, attestation, acknowledgment, or verification. File online through CorpOnline or by mail. $220 with no share change; share increases $220–$1,650 by authorized capital. Effective on filing or delayed up to 90 days (§§ 29-102.01-.03, 29-308.06; DBU-2; fee schedule) |
| Restatement, publication, and name follow-up | Board may consolidate amendments by restatement with or without shareholder approval; new amendments retain ordinary approval and the restatement supersedes prior articles. DBU-3 and Part A state no publication/proof step. A name change does not abate a proceeding under the former name (§§ 29-308.07, 29-308.09; DBU-3) |
| Special-entity and disputed-change boundaries | Ordinary domestic business corporation only. Professional corporations use a distinct name rule; a federal-court reorganization may amend without board/shareholder action. Public, benefit, nonprofit, regulated, foreign, securities, tax, fiduciary, and disputed-authority issues remain outside the ordinary route (§§ 29-103.02(c), 29-308.08) |
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Requirements one by one
Before shares issue, identify whether a board exists
D.C. Code §§ 29-308.01 and 29-308.02 permit any currently lawful articles
change. Before shares issue, the board adopts the amendment. If the corporation
has no board, the incorporators may act instead.
After issuance, the board adopts, explains, and submits
Under D.C. Code § 29-308.03, the board adopts the amendment and ordinarily
sends shareholders both the proposal and a recommendation to approve. If a
conflict or other special circumstance makes a recommendation inappropriate,
the board sends the basis for that determination instead. It may condition
submission on any basis.
Every shareholder receives the meeting notice, including holders who cannot
vote. The notice states that the amendment is a meeting purpose and includes
the amendment. D.C. Code §§ 29-305.04, 29-305.05, and 29-305.25 to 29-305.27
put the general notice 10 to 60 days before the meeting.
The amendment provisions do not state a general power to abandon after
shareholder approval but before filing. After a delayed filing has been made,
D.C. Code §§ 29-102.04 and 29-102.05 permit the parties to withdraw it before
effectiveness; correction is a different route for an inaccurate, defectively
signed, or defectively transmitted record.
Apply the votes-cast rule inside each required quorum
Each voting group needs a quorum of at least a majority of the votes entitled
to be cast on the amendment. Once that quorum exists, approval follows the
general rule: votes cast favoring the amendment must exceed votes cast opposing
it. The articles or the board's condition may require more. An amendment
changing a greater quorum or vote must satisfy the greater existing or proposed
requirement, whichever is greater.
Written consent defaults to all shareholders entitled to vote. The articles may
instead authorize consent by the meeting-equivalent minimum. Sufficient
consents must arrive within 60 days of the earliest signature, and the
corporation gives nonconsenting voting holders notice within 10 days after
sufficient consents arrive or later tabulation ends. Nonvoting-holder notice
also applies when the chapter would have required meeting notice.
Test each class, series, and fractional-share result
D.C. Code §§ 29-308.04 and 29-311.02 give an affected class or series a vote
even if the articles label it nonvoting. Separate-vote triggers include an
exchange or reclassification, changed rights or preferences, a superior new or
expanded class, limited preemptive rights, or affected accumulated
distributions. Similarly affected groups vote together unless the articles or
board require separation.
An ordinary amendment does not automatically create appraisal. Appraisal does
apply when the amendment reduces a holder's shares to a fraction the
corporation may or must repurchase. It also applies to the extent the articles,
bylaws, or a board resolution provide. The market-out limits and their
exceptions must be checked before treating that right as available.
Keep the narrow board-only name route narrow
D.C. Code § 29-308.05 lets the board act alone on a defined list. The name
shortcut covers substituting one approved corporate designator for a similar
one, or adding, deleting, or changing a geographic attribution. It does not
make every legal-name change board-only.
Other board-only amendments cover old limited duration, deletion of initial
directors, registered-agent information, specified one-class share changes,
acquired-share reductions or class deletion, and authorized unissued-class
terms. D.C. Code §§ 29-102.04, 29-102.05, 29-104.07, and 29-308.20 keep agent
statements, correction, withdrawal, and bylaw amendments on their own routes.
In particular, D.C. Code § 29-308.20 assigns bylaw-amendment power separately
to shareholders and, subject to stated limits, the board.
Complete DBU-2 and use the current capital-based fee
D.C. Code §§ 29-102.01, 29-102.03, and 29-308.06 require the corporation's
name, amendment text, implementation terms for an exchange or reclassification,
adoption date, and the applicable approval statement. The filing states the
signer's name and capacity but needs no seal, attestation, acknowledgment, or
verification. An agent may sign. Current DBU-2 asks for a governor or authorized
person and allows attachments.
D.C. Code § 29-308.06 is the amendment-specific contents rule; the generic
filing and effective-time provisions supplement it.
The form directs filers to CorpOnline through Access DC and also supplies a
paper mailing route. DBU-2 says it cannot amend registered-agent or incorporator
information. Separately, § 29-102.01(a)(9) requires articles of amendment when
the public ownership-or-control information in the entity registration filing
changes.
The current fee is $220 for an amendment that does not increase or decrease
shares. An increase costs $220, $550, $1,100, or $1,650 depending on authorized
capital. The schedule does not clearly state the charge for a decrease, so
confirm that amount with DLCP before filing one. The filing takes effect when
filed unless it states a permitted later time or date no more than 90 days
after filing.
Restatement consolidates; it does not bypass a new vote
D.C. Code §§ 29-308.07 to 29-308.09 let the board restate with or without
shareholder approval to consolidate existing amendments. A new amendment in
the restatement still follows § 29-308.03. The filed document states the name,
complete restated text, consolidation certificate, and any required new-
amendment approval statements. It supersedes the original and all amendments.
Current DBU-3 implements that route. Neither Part A nor Forms DBU-2 and DBU-3
state a statewide publication or proof-of-publication requirement. A name
change does not abate a proceeding under the former name.
D.C. Code §§ 29-103.01 and 29-103.02 require the new name to remain
distinguishable, use an ordinary business-corporation designator, avoid
misleading government similarity, and obtain approval before using specified
banking or insurance words.
A federal-court reorganization has a separate no-board, no-shareholder route
under § 29-308.08. Professional corporations use the distinct name rule in
§ 29-103.02(c). Benefit, nonprofit, public, regulated, foreign, securities,
tax, fiduciary, and disputed-authority questions remain outside this ordinary
filing answer.
What trips people up
The quorum and approval tests are separate. A majority of entitled votes must
be present in each voting group, but the affirmative threshold is then votes
cast for exceeding votes cast against—not a majority of all outstanding
shares.
Do not stretch the board-only name provision. A designator substitution or
geographic-attribution edit may qualify; a completely new business name
ordinarily follows the board-and-shareholder route.
Common questions
Can incorporators amend after shares issue?
No. Their fallback authority exists before shares issue and only if there is no
board. After issuance, the board-and-shareholder procedure controls unless a
narrow exception applies.
Can shareholders act without a meeting?
Yes. Unanimous consent is the default. The articles may authorize the same
minimum vote that would approve at a meeting, with the 60-day collection period
and required follow-up notices.
Does every name change require shareholders?
No. The board may substitute a similar approved corporate designator or change
a geographic attribution. A general new legal name ordinarily requires
shareholder approval.
Can an amendment create appraisal rights?
Yes, narrowly. A cash-out fractional-share amendment can trigger appraisal,
and the articles, bylaws, or board may grant appraisal for another amendment,
subject to statutory market exceptions.
What is the ordinary DBU-2 fee?
$220 when the amendment does not change the number of shares. Share increases
use the current authorized-capital tiers from $220 through $1,650.
Statutes and sources
- D.C. Code §§ 29-308.01-.09 — amendment authority, approval, class votes,
board-only routes, filing, restatement, reorganization, and effect.
https://code.dccouncil.gov/us/dc/council/code/titles/29/chapters/3/index.full.html - D.C. Code §§ 29-305.04-.05, 29-305.25-.27, and 29-311.02 — consent,
notice, quorum, vote, greater requirements, and appraisal.
https://code.dccouncil.gov/us/dc/council/code/titles/29/chapters/3/index.full.html - D.C. Code §§ 29-102.01-.05, 29-103.01-.02, and 29-104.07 — filing,
effectiveness, withdrawal, correction, name, and agent routes.
https://code.dccouncil.gov/us/dc/council/code/titles/29/chapters/1/index.full.html - DLCP Form DBU-2 — current amendment fields, signer, online and paper
routes. https://dlcp.dc.gov/sites/default/files/dc/sites/DLCP/publication/attachments/DBU-2%20Articles%20of%20Amendment%20of%20Domestic%20Business%20Corporation.pdf - DLCP Form DBU-3 — current restatement fields and approval reminder.
https://dlcp.dc.gov/sites/default/files/dc/sites/DLCP/publication/attachments/DBU-3%20Restated%20Articles%20of%20Incorporation%20of%20Domestic%20Business%20Corporation_0.pdf - DLCP business-corporation fee schedule — current amendment and
restatement charges. https://dlcp.dc.gov/node/1621906
Source links
Every statute quoted above, linked, with the date we checked it.
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