{"data":{"id":"us-dc/d.c.-code-29-312.02","jurisdiction":"us-dc","citation":"D.C. Code § 29-312.02","heading":"Dissolution by board of directors and shareholders.","body":"(a)\nA corporation’s board of directors may propose dissolution for submission to the shareholders.\n\n(b)\nFor a proposal to dissolve to be adopted:\n(1)\nThe board of directors shall recommend dissolution to the shareholders unless the board of directors determines that because of conflict of interest or other special circumstances it should make no recommendation and communicates the basis for its determination to the shareholders; and\n(2)\nThe shareholders entitled to vote must approve the proposal to dissolve as provided in subsection (e) of this section.\n\n(c)\nThe board of directors may condition its submission of the proposal for dissolution on any basis.\n\n(d)\nThe corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders’ meeting. The notice shall also state that the purpose, or one of the purposes, of the meeting is to consider dissolving the corporation.\n\n(e)\nUnless the articles of incorporation or the board of directors acting pursuant to subsection (c) of this section require a greater vote, a greater number of shares to be present, or a vote by voting groups, adoption of the proposal to dissolve requires the approval of the shareholders at a meeting at which a quorum consisting of at least a majority of the votes entitled to be cast exists.","path":["Title 29. Business Organizations. [Enacted title]","Chapter 3. Business Corporations.","Subchapter XII. Dissolution.","Part A. Voluntary Dissolution."],"source_url":"https://code.dccouncil.gov/us/dc/council/code/sections/29-312.02","current_through":"2026-08-20 (D.C. Law 26-175)","vintage":"","retrieved_at":"2026-08-29T05:44:07Z","sha256":"7ae43559363ee4b00439f6d9baba2c41222609235115e1f53e993b7a31502111","source_id":"us-dc","stale":false,"prev":"us-dc/d.c.-code-29-312.01","next":"us-dc/d.c.-code-29-312.03"},"notice":"GroundRules: Original legal text. Not legal advice."}