LLC Administrative Dissolution and Involuntary Termination in District of Columbia
At a glance
| Law, agency and LLC scope | D.C. Title 29 general domestic filing-entity rules cover an LLC formed by filing; Mayor administers dissolution (§§ 29-101.02, 29-106.01–.02). |
|---|---|
| Grounds and trigger dates | Mayor fee/penalty or biennial report over 5 months late; no D.C. agent for 60 days; report omits required ownership information (§§ 29-106.01, 29-102.11(a)(8)). |
| Agency notice | Mayor may commence, then must serve determination in a record under § 29-104.12; agent first, with statutory alternate service if unavailable (§§ 29-106.01–.02, 29-104.12). |
| Cure or response window | Within 60 days after service, cure every ground or show Mayor that it does not exist; dissolution follows after period expires (§ 29-106.02(a)–(b)). |
| Action and effective date | Mayor signs and files statement naming grounds and effective date, serves copy, and posts website notice; filed statement causes LLC dissolution (§§ 29-106.02(b), 29-807.01(a)(6)). |
| Status, activity and service | LLC continues only to wind up and liquidate or apply for reinstatement; administrative dissolution does not end registered agent authority (§ 29-106.02(c)–(d)). |
| Special routes and effects | Mayor publishes notice of the filed dissolution statement on an appropriate website (§ 29-106.02(b)); no additional agency or series step stated there. |
| Route back and limits | Signed application to Mayor after cure and payment of due and intervening fees/penalties; reinstatement relates back, subject to reliance rights (§ 29-106.03). |
Requirements one by one
What makes an LLC eligible for dissolution
D.C. Code § 29-106.01 allows the Mayor to begin a proceeding when a required fee, penalty, or biennial report remains unpaid or undelivered more than five months after it was due, or the entity has no D.C. registered agent for 60 days. A report missing the ownership information required by § 29-102.11(a)(8) also leads to the same § 29-106.02 process. The ordinary LLC is a domestic filing entity under the definitions in § 29-101.02.
Service and the response period
Section 29-106.02(a) requires notice in a record of the Mayor's determination, served under § 29-104.12. The registered agent may receive service; if the agent is absent or cannot reasonably be served, § 29-104.12(b) provides a registered or certified mail route to the principal office and states when that service is effective. The LLC then has 60 days after service to cure every ground or demonstrate that it does not exist.
The action and its consequences
If the grounds remain after that period, § 29-106.02(b) directs the Mayor to sign and file a statement stating the grounds and effective date, serve a copy, and publish website notice. Filing the statement is also a dissolution event under § 29-807.01(a)(6). The dissolved LLC continues as an entity, but § 29-106.02(c) limits its activities to winding up, liquidating assets, or seeking reinstatement. Subsection (d) preserves its registered agent's authority.
What trips people up
A late report and an effective dissolution are different events. The five-month threshold makes the report default eligible for a proceeding; the 60-day period starts with service of the determination, and the Mayor's statement supplies the dissolution's stated effective date. The post-filing website notice comes after the statement, not in place of the advance determination (§§ 29-106.01–.02).
Common questions
Can a dissolved LLC apply to resume its activities?
Yes. Under § 29-106.03, it may submit a signed reinstatement application stating the dissolution date and cure, and must pay fees and penalties due at dissolution and during the gap. Effective reinstatement relates back, subject to rights acquired in reliance on the dissolution before notice of reinstatement.
Does dissolution end the registered agent's authority?
No. Section 29-106.02(d) expressly preserves that authority.
Statutes and sources
- D.C. Code § 29-101.02 — “Filing entity” means an entity formed by filing a public organic record. Official Council XML. Accessed 2026-09-26.
- D.C. Code § 29-102.11(a)(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”. D.C. Register, D.C. Act 23-203. Accessed 2026-09-26.
- D.C. Code § 29-104.12 — “A represented entity may be served with any process, notice, or demand required or permitted by law by serving its registered agent.” Official Council XML. Accessed 2026-09-26.
- D.C. Code § 29-106.01 — “The Mayor may commence a proceeding under § 29-106.02 to dissolve a domestic filing entity administratively”. Official Council XML. Accessed 2026-09-26.
- D.C. Code § 29-106.02 — “The administrative dissolution of a domestic filing entity shall not terminate the authority of its registered agent.” Official Council XML. Accessed 2026-09-26.
- D.C. Code § 29-106.03 — “When reinstatement under this section is effective, it shall relate back to, and be effective, as of the effective date of the administrative dissolution”. Official Council XML. Accessed 2026-09-26.
- D.C. Code § 29-807.01 — “The signing and filing of a statement of administrative dissolution by the Mayor under § 29-106.02.” Official Council XML. Accessed 2026-09-26.
Source links
Every statute quoted above, linked, with the date we checked it.
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