District of Columbia § 29-308.05 Amendment by board of directors.

District of Columbia Statutes

§ 29-308.05 — Amendment by board of directors.

District of Columbia § 29-308.05

JurisdictionDistrict of Columbia

Title 29Business Organizations. [Enacted title]

Ch. 3Business Corporations.

Subch. VIIIAmendment of Articles of Incorporation and Bylaws.

Part AAmendment of Articles of Incorporation.

This text of District of Columbia § 29-308.05 (Amendment by board of directors.) is published on Counsel Stack Legal Research, covering District of Columbia primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook

D.C. Code § 29-308.05 (2026).

Text

Unless the articles of incorporation provide otherwise, a corporation’s board of directors may adopt amendments to the corporation’s articles of incorporation without shareholder approval:

(1)To extend the duration of the corporation if it was incorporated at a time when limited duration was required by law;

(2)To delete the names and addresses of the initial directors;

(3)To change the information required by § 29-104.04

(4)If the corporation has only one class of shares outstanding:

(A)To change each issued and unissued authorized share of the class into a greater number of whole shares of that class; or

(B)To increase the number of authorized shares of the class to the extent necessary to permit the issuance of shares as a share dividend;

(5)To change the corporate nam

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Unless the articles of incorporation provide otherwise, a corporation’s board of directors may adopt amendments to the corporation’s articles of incorporation without shareholder approval:

(1) To extend the duration of the corporation if it was incorporated at a time when limited duration was required by law;

(2) To delete the names and addresses of the initial directors;

(3) To change the information required by § 29-104.04

(4) If the corporation has only one class of shares outstanding:

(A) To change each issued and unissued authorized share of the class into a greater number of whole shares of that class; or

(B) To increase the number of authorized shares of the class to the extent necessary to permit the issuance of shares as a share dividend;

(5) To change the corporate name by substituting the word “corporation”, “incorporated”, “company”, “limited”, or the abbreviation “corp.”, “inc.”, “co.”, or “ltd.”, for a similar word or abbreviation in the name, or by adding, deleting, or changing a geographical attribution for the name;

(6) To reflect a reduction in authorized shares, as a result of the operation of § 29-304.41(b) , when the corporation has acquired its own shares and the articles of incorporation prohibit the reissue of the acquired shares;

(7) To delete a class of shares from the articles of incorporation, as a result of the operation of § 29-304.41(b) , if there are no remaining shares of the class because the corporation has acquired all shares of the class and the articles of incorporation prohibit the reissue of the acquired shares; or

(8) To make any change expressly permitted by § 29-304.02(a) or (b) to be made without shareholder approval.