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DISTRICT OF COLUMBIA LEGAL INFORMATION
LLC Links -- Forms and Statutes
Selected District of Columbia Statutes--LLC
- § 29-1004. Name.
(a) A limited liability company name shall contain the words "limited liability company" or the abbreviation "L.L.C." or "LLC". A professional limited liability company name shall contain the words "professional limited liability company" or the abbreviation "P.L.L.C." or "PLLC".
(b) A limited liability company name shall not contain:
- The words "Corporation", "Incorporated", "Limited Partnership", or the abbreviations "Corp.", "Inc.", or "L.P.";
- Any word or phrase the use of which is prohibited by law for such company; or
- Any word or phrase which indicates or implies that it is organized for any purpose other than 1 or more of the purposes contained in its articles of organization.
(c) Except as authorized by subsection (d) of this section, a limited liability company name shall not be the same as, or deceptively similar to:
- The name of a domestic limited liability company, domestic corporation, domestic limited partnership, foreign limited liability company, foreign corporation, or foreign limited partnership registered to transact business in the District;
- A limited liability company name reserved under § 29-1005; or
- The fictitious name adopted by a foreign limited liability company, foreign limited partnership, or foreign corporation because its real name is unavailable for use in the District.
(d) A domestic limited liability company may apply to the Mayor for authorization to use a name that is the same as, or deceptively similar to, 1 or more of the names described in subsection (c) of this section. The Mayor shall authorize use of the name applied for if the other entity consents to the use in writing and submits an undertaking in a form satisfactory to the Mayor to change its name to a name that is not the same as, or deceptively similar to, the name of the applying limited liability company.
(e) A foreign limited liability company which has a name that is the same as, or deceptively similar to, 1 or more of the names described in subsection (c) of this section may adopt a fictitious name for use in transacting business in the District, which fictitious name is not the same as, or deceptively similar to, the names described in subsection (c) of this section, by filing with the Mayor a statement, which shall be executed by an authorized person, which execution may be by facsimile signature, setting forth the fictitious name which will be used in transacting business in the District; provided, however, that a foreign limited liability company may not adopt a fictitious name for use in transacting business in the District if that foreign limited liability company has a name that is the same as, or deceptively similar to, the name of a domestic limited liability company, domestic corporation, domestic limited partnership, foreign limited liability company, foreign corporation, or foreign limited partnership registered to transact business in the District which engages in the same business as the foreign limited liability company.
- § 29-1006. Articles of organization.
(a) The articles of organization shall set forth:
- The name of the limited liability company and;
- Repealed.
- The address, including street and number, if any, of the limited liability company's initial registered office, the name of its initial registered agent at that office, and evidence of the registered agent's consent pursuant to § 29-1009.
(b) The articles of organization may set forth any other matter that under this chapter is permitted to be set forth in an operating agreement of a limited liability company.
(c) The articles of organization need not set forth any of the powers enumerated in this chapter.
(d) A limited liability company shall file with the Mayor duplicate originals of the articles of organization, which shall be executed by an authorized person, which execution may be by facsimile signature. If the Mayor finds that the articles of organization conform to law, he or she shall, when all fees have been paid as in this chapter prescribed:
- Endorse on each of such duplicate originals the word "Filed" and the month, day, and year of the filing thereof;
- File 1 of such duplicate originals in his or her office;
- Issue a certificate of organization to the limited liability company to which he or she shall affix the other duplicate original; and
- Deliver the certificate of organization, together with the duplicate original of the articles of organization affixed thereto, to the person forming the limited liability company or such person's representative.
(e) If, at the time the articles of organization are delivered for filing, the Mayor is unable to make the determination required for filing by subsection (d) of this section, the articles of organization are deemed to have been filed at the time of delivery if the Mayor subsequently determines that: (1) The articles of organization as delivered conform to the filing provisions of this chapter; or (2) The articles of organization have been brought into conformance within 20 days after notification of nonconformance is given by the Mayor to the person who delivered the articles of organization for filing or the person's representative.
(f) If the filing and determination requirements of this chapter are not satisfied within the time prescribed in subsection (e)(2) of this section, the documents shall not be deemed to be filed.
(g) A limited liability company is formed as of the later of (1) the time established in the articles of organization, or (2) when the articles of organization are delivered to the Mayor for filing, even if the Mayor is unable at the time of delivery to make the determination required for filing by subsection (d) of this section. If the articles of organization, as delivered to the Mayor, do not conform to the filing provisions of this chapter and are not brought into conformance within the period prescribed by subsection (e)(2) of this section, the limited liability company shall be deemed to have never been formed. Each copy of the articles of organization stamped "Filed" and marked with the month, day, and year of the filing thereof is conclusive evidence that all conditions precedent required to be performed by the organizers have been complied with and that the limited liability company has been legally organized and formed under this chapter.
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