DGCA-2 Articles of Amendment for Domestic General Cooperative Association – Washington, DC

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DGCA-2 Articles of Amendment for Domestic General Cooperative Association – Washington, DC

Form DGCA-2 is the DC Department of Licensing and Consumer Protection (DLCP) form used to amend the articles of a domestic general cooperative association. Fill it out online on FillingPDF and download or print the completed PDF.
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Form DGCA-2, Articles of Amendment for Domestic General Cooperative Association, is the District of Columbia form that a cooperative association uses to amend its articles of incorporation. It is issued by the Corporations Division of the DC Department of Licensing and Consumer Protection (DLCP) and asks for a Certificate of Amendment. On this page you can fill out the form online on FillingPDF and download or print the completed PDF; the official PDF and the filing channels belong to DLCP.

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What is DGCA-2?

DGCA-2 Articles of Amendment for Domestic General Cooperative Association is the District of Columbia Corporations Division form used to amend the articles of incorporation of a domestic general cooperative association and to apply for a Certificate of Amendment.

The form is filed under Title 29 of the D.C. Code (Business Organizations Act). Its entity type and authority line cites § 29–907. The domestic filing entity named on the form states that it applies for the Certificate of Amendment and submits the statement the form asks for.

The form has six numbered items:

  • Item 1: the association name.
  • Item 2: the text of each amendment adopted; you may attach a statement.
  • Item 3: how the amendment was adopted, either 3A (a 2/3 vote of the board of directors) or 3B (a petition of 10% of the association's members).
  • Items 4 and 5: notices about extra member votes and about capital and shares.
  • Item 6 and 6A: the name and signature of the Governor or Authorized Person.

The form amends the articles of an association that already exists. It is not an application for a license or a registration, so it is not the document someone looking for a DC business license would complete to start operating.

Who needs to file DGCA-2?

A domestic general cooperative association in the District of Columbia that has adopted an amendment to its articles of incorporation uses Form DGCA-2 to ask the Corporations Division for a Certificate of Amendment.

Conditions printed on the form:

  • The amendment must have been adopted in one of two ways: by a 2/3 vote of the board of directors (3A) or by petition of 10% of the association's members (3B). Select one.
  • If the amendment alters the preferences of outstanding shares of any type, or authorizes shares with preferences superior to outstanding shares, a vote of 2/3 of the members owning the affected outstanding shares is also required.
  • If the amendment alters the rule by which members' property rights in a nonshare association are determined, a vote of 2/3 of the entire membership is required.
  • Capital may be diminished or increased by amendment, but not below the paid-up capital existing at the time of the amendment.

The form is signed by the Governor or Authorized Person, whose name appears in item 6. The form is for domestic general cooperative associations; it does not name other entity types.

When to file DGCA-2

File Form DGCA-2 once the amendment to the articles has been adopted in the manner described in item 3 (by the board of directors or by member petition). The form prints no separate due date, so it is submitted whenever the association is ready to apply for the Certificate of Amendment.

If the amendment alters share preferences or members' property rights in a nonshare association, make sure the additional 2/3 vote described in item 4 has taken place before you sign. The Corporations Division can be reached at (202) 442-4432 for questions about timing.

Documents you need

  • A statement with the text of each amendment adopted, only if the text does not fit in item 2; the form says you may attach a statement.

How to fill out DGCA-2

  1. Open the form and review the header

    Check that you have Form DGCA-2, Ver. 4, September 2023, issued by the Corporations Division. It is for amending articles of incorporation of a domestic general cooperative association.

  2. Enter the association name

    In item 1, write the name of the association whose articles you are amending.

  3. Write the text of each amendment

    In item 2, enter the text of each amendment adopted. If it does not fit, you may attach a statement.

  4. Select how it was adopted

    In item 3, select 3A if the board of directors adopted it by a 2/3 vote, or 3B if it was adopted by petition of 10% of the association's members.

  5. Read items 4 and 5

    Item 4 requires an additional 2/3 vote of affected members when share preferences or nonshare property rights change. Item 5 says capital cannot fall below paid-up capital at the time of amendment.

  6. Enter the Governor or Authorized Person

    In item 6, write the name of the Governor or Authorized Person who will sign the form.

  7. Sign in 6A

    The Governor or Authorized Person signs in 6A. By signing, they agree that a false statement can be punished under DCOC § 22-2405.

  8. Review and download the completed PDF

    Check each item for accuracy, then download or print the completed PDF from FillingPDF and file it through the channels described under How to submit, with the required payment.

How to submit DGCA-2

You can file Form DGCA-2 online through CorpOnline or by mail to the DLCP Corporations Division.

  • Online: the form says many corporate filings are available online. Go to https://corponline.dlcp.dc.gov and sign in with Access DC to proceed. Online filings are paid by credit card.
  • By mail: send all forms and the required payment to: Department of Licensing and Consumer Protection, Corporations Division, PO Box 712300, Philadelphia, PA 19171-2300.

A filing fee applies. The form does not print the amount; it tells you to refer to the Corporate Fee Schedule posted online. You can also call the Corporations Division at (202) 442-4432.

FillingPDF lets you fill out and download the PDF; submission follows the channels above.

Common mistakes to avoid

  • Leaving item 3 unmarked or selecting both options; the form asks you to select 3A (2/3 vote of the board of directors) or 3B (petition of 10% of the members).
  • Omitting the text of each amendment in item 2 instead of writing it out or attaching a statement.
  • Skipping the additional 2/3 member vote when the amendment alters share preferences or members' property rights in a nonshare association (item 4).
  • Reducing capital below the amount of paid-up capital existing at the time of amendment, which item 5 does not allow.
  • Submitting the form without the signature of the Governor or Authorized Person in 6A, or without the name in item 6.
  • Mailing the form without the required payment; the mailing instructions say to send all forms and required payment together.
  • Mailing the filing to a street address instead of PO Box 712300, Philadelphia, PA 19171-2300.
  • Signing a form that contains a false statement; the form warns of criminal penalties under DCOC § 22-2405.

Frequently asked questions

What is Form DGCA-2 used for?

Form DGCA-2 is used to amend the articles of incorporation of a domestic general cooperative association in the District of Columbia. By filing it with the DLCP Corporations Division, the association applies for a Certificate of Amendment under Title 29 of the D.C. Code.

Is Form DGCA-2 a DC business license?

No. Form DGCA-2 does not license a business. It amends the articles of an existing domestic general cooperative association and applies for a Certificate of Amendment from the Corporations Division of DLCP.

How was the amendment adopted: should I choose 3A or 3B?

Choose the option that matches what happened. Select 3A if the amendment was adopted by a 2/3 vote of the board of directors, or 3B if it was adopted by petition of 10% of the association's members. The form asks you to select one.

Where do I mail Form DGCA-2?

Mail it with the required payment to the Department of Licensing and Consumer Protection, Corporations Division, PO Box 712300, Philadelphia, PA 19171-2300. The form lists the Corporations Division phone number as (202) 442-4432.

Can I file Form DGCA-2 online?

The form says many corporate filings are available online through CorpOnline at https://corponline.dlcp.dc.gov, where you sign in with Access DC. Online filings are paid by credit card. You can also fill out the PDF on FillingPDF, but FillingPDF does not file it for you.

Is there a fee to file Form DGCA-2?

Yes, a filing fee applies. The form does not print the amount and refers you to the Corporate Fee Schedule posted online. Online filings are paid by credit card; mailed filings go with the required payment.

Who signs Form DGCA-2?

The Governor or Authorized Person signs in item 6A, and their name goes in item 6. The form warns that anyone who makes a false statement can face criminal penalties under DCOC § 22-2405.

Do I have to attach the text of the amendment?

Only if it does not fit in item 2. Item 2 asks for the text of each amendment adopted and says you may attach a statement instead of writing everything on the form.

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