Nonprofit Corporation Administrative Dissolution and Reinstatement in District of Columbia

At a glance

Requirements one by one

Entity and grounds

D.C. Code § 29-401.02(6) defines a domestic nonprofit corporation; § 29-402.03(a) starts its existence when its articles are filed. That makes it a filing entity under § 29-101.02(13). Section 29-106.01 allows the Mayor to commence a dissolution proceeding when the entity fails to pay a required fee or penalty or deliver a biennial report “not later than 5 months after it is due,” or lacks a D.C. registered agent for 60 days.

Service and cure

Section 29-106.02 requires notice in a record served under § 29-104.12. If the registered agent is absent or cannot reasonably be served, the latter section permits registered or certified mail, return receipt requested, or similar commercial delivery to the principal office. That route takes effect on the earliest statutory receipt, signed return-receipt, or five-day mailing event. The cure clock runs from service of the determination.

Dissolution and remaining powers

The Mayor's statement states the grounds and effective date. Under § 29-106.02(c), the dissolved entity continues, but its activities are limited to winding up, liquidating, or applying for reinstatement. Section 29-412.05 gives concrete winding-up examples: collecting assets, disposing of property, and providing for liabilities.

Application and review

The application under § 29-106.03 identifies the old name, principal office, registered agent, dissolution date, and cure or nonexistence of the grounds. A compliant replacement name may be needed. Payments include fees and penalties that would have fallen due during the dissolved period. If the Mayor approves, the dissolution statement is canceled and a reinstatement statement is filed and served.

Section 29-106.04 requires an explained denial notice and permits Superior Court review “not later than 30 days after service of the notice of denial.”

What trips people up

A submitted report can still cause dissolution: § 29-102.11(a)(6) defines the ownership or control reporting information, and subsection (a)(8) applies the same administrative process when required ownership or control information is missing. Filing something is therefore different from satisfying the reporting requirement.

Restoration also has a reliance exception. Section 29-106.03(d) preserves rights arising from an act or omission in reliance on dissolution before the person knew or had reason to know of reinstatement.

Common questions

Does dissolution itself transfer the nonprofit's property?

No. Section 29-412.05(b)(1) expressly says dissolution does not transfer title.

Can winding up divert property dedicated to a charitable purpose?

Section 29-412.05(c) preserves that dedication unless and until a Superior Court order is obtained to the extent required under D.C. law governing charitable assets.

Statutes and sources

• D.C. Code § 29-401.02 — “(6) “Corporation”, “domestic corporation”, “domestic nonprofit corporation”, or “nonprofit corporation” means a corporation incorporated under or subject to this chapter that is not a foreign corporation.” Official text. Accessed 2026-09-29.

• D.C. Code § 29-402.03 — “(a) Unless a delayed effective date is specified, the corporate existence begins when the articles of incorporation are filed.” Official text. Accessed 2026-09-29.

• D.C. Code § 29-101.02 — “(13) “Filing entity” means an entity that is formed by filing a public organic record. The term does not include a limited liability partnership.” Official text. Accessed 2026-09-29.

• D.C. Code § 29-106.01 — “The Mayor may commence a proceeding under § 29-106.02 to dissolve a domestic filing entity administratively if the entity does not: (a) (1) Pay any fee or penalty required to be paid to the Mayor not later than 5 months after it is due; (2) Deliver a biennial report to the Mayor not later than 5 months after it is due; or (3) Have a registered agent in the District for 60 days.” Official text. Accessed 2026-09-29.

• D.C. Code § 29-104.12 — “(a) A represented entity may be served with any process, notice, or demand required or permitted by law by serving its registered agent. (b) If a represented entity ceases to have a registered agent, or if its registered agent cannot with reasonable diligence be served, the entity may be served by registered or certified mail, return receipt requested, or by similar commercial delivery service, addressed to the entity at its principal office in accordance with any applicable judicial rules and procedures. The address of the principal office shall be shown as in the entity’s most recent biennial report filed by the Mayor. Service shall be effective under this subsection on the earliest of: (1) The date that the entity receives the mail or delivery by a similar commercial delivery service; (2) The date shown on the return receipt, if signed by the entity; or (3) Five days after its deposit with the United States Postal Service or similar commercial delivery service, if correctly addressed and with sufficient postage or payment.” Official text. Accessed 2026-09-29.

• D.C. Code § 29-106.02 — “(a) If the Mayor determines that one or more grounds exist under § 29-106.01 for dissolving a domestic filing entity, the Mayor shall serve the entity pursuant to § 29-104.12 with notice in a record of the Mayor’s determination. (b) If a domestic filing entity, not later than 60 days after service of the notice required by subsection (a) of this section does not cure each ground for dissolution or demonstrate to the satisfaction of the Mayor that each ground determined by the Mayor does not exist, after the expiration of the 60-day period, the Mayor shall dissolve the entity administratively by signing a statement of dissolution that recites the grounds for dissolution and its effective date. The Mayor shall file the statement and serve a copy on the entity pursuant to § 29-104.12 and publish a notice of the statement on an appropriate website. (c) A domestic filing entity that is dissolved administratively continues its existence as an entity, but shall not carry on any activities or affairs except as necessary to wind up its activities and affairs and liquidate its assets in the manner provided in its organic law or to apply for reinstatement under § 29-106.03 . (d) The administrative dissolution of a domestic filing entity shall not terminate the authority of its registered agent.” Official text. Accessed 2026-09-29.

• D.C. Code § 29-106.03 — “(a) A domestic filing entity that is dissolved administratively under § 29-106.02 may apply to the Mayor for reinstatement. The application shall be signed by the entity and state: (1) The name of the entity at the time of its administrative dissolution and, if needed, a different name that satisfies § 29-103.01 ; (2) The address of the principal office of the entity and the name and address of the registered agent; (3) The effective date of the entity’s administrative dissolution; and (4) That the grounds for dissolution either did not exist or have been cured. (b) To be reinstated, an entity shall pay all fees and penalties that were due to the Mayor at the time of its administrative dissolution and all fees and penalties that would have been due to the Mayor while the entity was dissolved administratively. (c) If the Mayor determines that an application under subsection (a) of this section contains the information required by subsection (a) of this section, is satisfied that the information is correct, and determines that all payments required to be made to the Mayor by subsection (b) of this section have been made, the Mayor shall cancel the statement of dissolution and prepare a statement of reinstatement that states the Mayor’s determination and the effective date of reinstatement, file the statement, and serve a copy on the entity pursuant to § 29-104.12 . (d) When reinstatement under this section is effective, it shall relate back to, and be effective, as of the effective date of the administrative dissolution, and the domestic filing entity shall resume carrying on its activities and affairs as if the administrative dissolution had never occurred, except for the rights of a person arising out of an act or omission in reliance on the dissolution before the person knew or had reason to know of the reinstatement.” Official text. Accessed 2026-09-29.

• D.C. Code § 29-106.04 — “(a) If the Mayor denies a domestic filing entity’s application for reinstatement following administrative dissolution, the Mayor shall serve the entity pursuant to § 29-104.12 with a notice in a record that explains the reason or reasons for denial. (b) An entity may seek judicial review of denial of reinstatement in the Superior Court not later than 30 days after service of the notice of denial.” Official text. Accessed 2026-09-29.

• D.C. Code § 29-412.05 — “(a) A dissolved nonprofit corporation continues its corporate existence but shall not carry on any activities except those appropriate to wind up and liquidate its affairs, including: (1) Collecting its assets; (2) Disposing of its properties that will not be distributed in kind; (3) Discharging or making provision for discharging its liabilities; (4) Distributing its remaining property as required by law and its articles of incorporation and bylaws, and otherwise as approved when the dissolution was approved or among the members per capita; and (5) Doing every other act necessary to wind up and liquidate its activities and affairs. (b) Dissolution of a nonprofit corporation shall not: (1) Transfer title to the corporation’s property; (2) Subject its directors, members of a designated body, or officers to standards of conduct different from those prescribed in subchapter VI of this chapter ; (3) Change: (A) Quorum or voting requirements for its board of directors or members; (B) Provisions for selection, resignation, or removal of its directors or officers, or both; (C) Provisions for amending its bylaws; (4) Prevent commencement of a proceeding by or against the corporation in its corporate name; (5) Abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution; or (6) Terminate the authority of the registered agent of the corporation. (c) Property held in trust or otherwise dedicated to a charitable purpose shall not be diverted from its purpose by the dissolution of a nonprofit corporation unless and until the corporation obtains an order of the Superior Court to the extent required by and pursuant to the law of the District on cy pres or otherwise dealing with the nondiversion of charitable assets. (d) A person that is a member or otherwise affiliated with a charitable corporation shall not receive a direct or indirect financial benefit in connection with the dissolution of the corporation unless the person is a charitable corporation or an unincorporated entity that has a charitable purpose. This subsection shall not apply to the receipt of reasonable compensation for services rendered.” Official text. Accessed 2026-09-29.

• D.C. Code § 29-102.11(a)(6), (8), as amended by D.C. Act 23-203 § 7(b) — “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 or termination of registration of a foreign entity pursuant to the process specified under § 29-105.11.” Official text. Accessed 2026-09-29.