How to Incorporate in District of Columbia

DC Department of Consumer and Regulatory Affairs—Corporations Division
PO Box 92300
1100 4th Street SW
Washington, DC 20090-2300

202.442.4432 telephone
202.442.4523 facsimile

Statutory Authority: Business Corporation Act of 2010 — D.C. Code § 29-3 (2013)

District of Columbia Incorporation General Filing Instructions

1. Confirm availability of company name and reserve if necessary.
2. Complete the “Articles of Incorporation.”
3. Complete the “Registered Agent Written Consent.”
4. If expedited service is requested, complete the “Expedited Service Action.”
5. Submit the completed documents, along with a photocopy of each and filing fees, to the DC Department of Consumer and Regulatory Affairs.

District of Columbia Articles of Incorporation

The following information is legally necessary and sufficient to form a for-profit corporation in District of Columbia:

1. Company name
2. Number of authorized shares
3. Registered agent name and address
4. Name, address, and signature of each incorporator
5. Date

District of Columbia Incorporation Fee Schedule

Application for Name Reservation: $50.00
Articles of Incorporation: $220.00 minimum (based on authorized capital up to $100,000)
Foreign Registration Statement: $220.00
Expedited Service: $$50.00—3 days, $100.00—same day
Certified Copy: $50.00
Biennial Report: $300.00
Articles of Dissolution: $220.00

Company Name

Your company name must end with a corporate designator. In the District of Columbia the specific corporate designators are: “Incorporated” “Corporation” “Company” “Limited” “Inc.” “Corp.” “Co.” “Ltd.”

Conduct an entity name search on the Department of Consumer and Regulatory Affairs website to confirm the availability of your company name (you will need to register to do so).

If the name you want is available you can reserve it for 60 days by filing an “Application for Name Reservation” and paying a name reservation fee of $50.00. NOTE: Reserving your company name is optional.

Registered Agent

The registered agent maintains a physical presence in the state to accept service of process, annual report notices, and other communications directed to the company and to forward the same to the company to which the service, notice, or communication is directed.

The District of Columbia requires that every business entity have and maintain a registered agent in the state. The registered agent may be either a District of Columbia resident or active District of Columbia business entity that has a District of Columbia street address and consents to accept legal papers on your company’s behalf. Post office boxes and commercial personal mailboxes are not acceptable.

NOTE: Your company should not serve as its own registered agent. You can, however, personally serve as registered agent provided you are a District of Columbia resident and have a District of Columbia street address.

Optional Provisions

The state provided forms ask for and specify what is legally sufficient and necessary to form a District of Columbia corporation. Nevertheless, District of Columbia permits you to add other provisions to your Articles of Incorporation as an attachment.

The most common optional provisions are the following:

☐ Terms and qualifications of directors
☐ Terms and qualifications of officers
☐ Indemnification of directors
☐ Indemnification of officers
☐ Powers, rights, and responsibilities of shareholders
☐ Powers, rights and responsibilities of directors
☐ Powers, rights, and responsibilities of officers
☐ Designation of different classes of stock
☐ Preemptive rights
☐ Cumulative voting rights
☐ Close corporation election

Post Formation and Ongoing Compliance

1. Draft and adopt bylaws.
2. Hold initial organizational meeting.
3. Obtain a federal employer identification number by completing IRS Form SS-4.
4. If electing S corporation status complete IRS Form 2553.
5. Open company bank account.
6. Create and maintain company records book.
7. Hold annual meetings.
8. Apply for a General Business License.
9. File Biennial Report.
10. File the Combined Corporate Income and Franchise Tax.

Registering as a Foreign Entity

1. Complete the “Foreign Registration Statement Form.”
2. Attach an original Certificate of Good Standing from the registration authority in the state of incorporation that is not over 90 days old.
3. Submit the completed documents, along with the $220.00 filing fee, to the Department of Consumer and Regulatory Affairs.

Dissolving a District of Columbia Corporation

1. If the corporation has been actively engaged in business you must file the “Articles of Dissolution for Domestic For-Profit Corporation.”
2. If the corporation has not issued shares or commenced business, you only need to file “Articles of Dissolution by Incorporators for Domestic For-Profit Corporation.”
3. Submit the appropriate document, along with the $220.00 filing fee, to the Department of Consumer and Regulatory Affairs.

How to Incorporate in District of Columbia
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