District of Columbia Incorporation, LLC, and Not-for-Profit Information

The formation document required to file a corporation in District of Columbia is called the Articles of Incorporation. The information listed in the Articles of Incorporation includes, but not limited to, the name of the company, shares, par value, the incorporators name, address and signature, and registered agent name and address.

District of Columbia law does allow for the formation of Professional Corporations (PC's).

Corporations are managed by their Board of Directors. The minimum number of directors required in District of Columbia is 1 and they must be 18 years old. The Board of Directors elects the company officers, President, Vice President (if applicable), Secretary and Treasurer. The terms of office are stipulated in the company bylaws.

Corporations are managed by their Board of Directors. The minimum number of directors required in District of Columbia is 1 and they must be 18 years old. The Board of Directors elects the company officers, President, Vice President (if applicable), Secretary and Treasurer. The terms of office are stipulated in the company bylaws.

All District of Columbia corporations will be required to file a biennial statement every two years with the Corporations Division. The statement will request updated information on the name and address of the chief executive officer, the principal executive office, and the address for service of process. The statement is due April 15th for the first year then biennially thereafter. The District will send notices to the registered agent 1 month before due date. Failure to file the annual report may result in the company becoming inactive.

Corporations can register an Assumed Name (DBA) with the Department of Consumer and Regulatory Affairs Corporations Division. If a corporation desires to conduct activities under a name other than its true legal name, a Trade Name Registration Form, pursuant to the provisions of the Code of Laws for the District of Columbia and the OMNIBUS REGULATORY REFORM ACT OF 1998, must be filed with the Department of Consumer and Regulatory Affairs Corporations Division. The DBA name must meet the same name availability requirements as a newly formed entity, however, cannot include the corporate endings "corporation", "incorporated" or "limited" or an abbreviation of one of such words.

The Business Organizations Act of District of Columbia provides a procedure for voluntarily dissolving a domestic corporation by filing with the Department of Consumer and Regulatory Affairs Corporations Division an Articles of Dissolution pursuant to the provisions of the Title 29 of D.C. Code Form DBU-7 or Form DBU-B if the company is being dissolved by the Incorporators before conducting business or issuing shares.

New entities should obtain a Federal Tax Identification Number (FTIN), also known as an Employer Identification Number (EIN), from the IRS. This number will be required to open bank accounts, have employees, apply for business licenses, file tax returns, etc. Visit http://www.irs.gov for more information on federal tax requirements.

Further, if your corporation wants to apply for S-Corporation Election it should be applied for right after formation. In District of Columbia an application for S-Corporation Election is required to be filed with the IRS. District of Columbia does not accept the federal S-Corporation Election nor can you apply for S-Corporation status with the D.C. Office of Tax and Revenue. So, the company will be recognized federally as an S-Corporation but for state tax purposes it will be taxed as a regular C-Corporation.

As all companies are different and have specific filing requirements we suggest that you speak with a tax professional to provide you with tax advice prior to organizing your company. For general tax information you can contact the D.C. Office of Tax and Revenue at http://otr.cfo.dc.gov.

The formation document required to file an LLC in District of Columbia is called the Articles of Organization. The information listed in the Articles of Organization includes, but not limited to, the name of the company, organizers name, signature and address, principal office address and registered agent name and address.

District of Columbia law does allow for the formation of Professional LLC's (PLLC's).

LLC's are managed by one or more members/managers. The members are like the shareholders of a corporation and are the owners of the company. The managers are like the officers of a corporation and run the company on behalf of the members. The minimum number of members required in District of Columbia is 1 and the company can be member managed. The terms of office of the members/managers are stipulated in the company operating agreement.

The company operating agreement regulates the way in which your company will be run. The operating agreement is adopted at the initial meeting of the members and is updated as needed. Included in the operating agreement will be information on member/manager meetings, voting responsibilities, membership interest and other operating procedures.

All District of Columbia LLC's will be required to file a biennial statement every two years with the Corporations Division. The statement will request updated information on the address for service of process. The statement is due June 16th for the first year then biennially thereafter. The District will send notices to the registered agent 1 month before due date. Failure to file the annual report may result in the company becoming inactive.

The LLC must also keep detailed records of the company members, managers, articles of organization, operating agreement and tax returns for inspection at its principal office.

LLC's can register an Assumed Name (DBA) with the Department of Consumer and Regulatory Affairs Corporations Division. If an LLC desires to conduct activities under a name other than its true legal name, a Trade Name Registration Form, pursuant to the provisions of the Code of Laws for the District of Columbia and the OMNIBUS REGULATORY REFORM ACT OF 1998, must be filed with the Department of Consumer and Regulatory Affairs Corporations Division. The DBA name must meet the same name availability requirements as a newly formed entity, however, cannot include the LLC ending "Limited Liability Company" or the abbreviation "L.L.C." or "LLC".

The Business Organizations Act of District of Columbia provides a procedure for voluntarily dissolving a domestic limited liability company by filing with the Department of Consumer and Regulatory Affairs Corporations Division a Statement of Dissolution pursuant to the provisions of the Title 29 of D.C. Code Form DLC-8.

New entities should obtain a Federal Tax Identification Number (FTIN), also known as an Employer Identification Number (EIN), from the IRS. This number will be required to open bank accounts, have employees, apply for business licenses, file tax returns, etc. Visit http://www.irs.gov for more information on federal tax requirements.

As all companies are different and have specific filing requirements we suggest that you speak with a tax professional to provide you with tax advice prior to organizing your company. For general tax information you can contact the D.C. Office of Tax and Revenue at http://otr.cfo.dc.gov.

The formation document required to file a Not-For-Profit corporation in District of Columbia is called the Articles of Incorporation. The information listed in the Articles of Incorporation includes, but not limited to, the name of the company, whether the NFP will have members, the incorporators name, signature and address, and registered agent name and address.

Not-For-Profit corporations are managed by their Board of Directors. The minimum number of directors required in District of Columbia is 3 and there is no age requirement. The Board of Directors elects the company officers, President, Vice President (if applicable), Secretary and Treasurer. The terms of office are stipulated in the company bylaws.

You can choose to have a members for your Not-For-Profit organization. The members have the exclusive right to elect directors, amend articles and bylaws, and vote on a merger or dissolution of the corporation. A membership structured Not-For-Profit organization normally benefits the members of the organization, such as a club or social organization. A Not-For-Profit organization that does not have members will be governed by its board of directors as is the case with most charitable organizations.

The company bylaws regulate the way in which your company will be run. The bylaws are adopted at the initial meeting of the directors and are updated as needed. Included in the bylaws will be information on director meetings, voting responsibilities, membership requirements and other operating procedures.

NFP corporations may be required and should keep the bylaws available for review at their principal place of business along with the names and addresses of directors and officers, minutes of all director meetings, records of actions taken by directors without a meeting, a copy of the formation document and any amendments thereto, and the company’s most recent annual report.

District of Columbia Not-for-profit corporations will be required to file a biennial statement every two years with the Corporations Division. The statement will request updated information on the name and address of the chief executive officer, the principal executive office, and the address for service of process. The statement is due April 15th for the first year then biennially thereafter. The District will send notices to the registered agent 1 month before due date. Failure to file the annual report may result in the company becoming inactive.

NFP Corporations can register an Assumed Name (DBA) with the Department of Consumer and Regulatory Affairs Corporations Division. If a NFP corporation desires to conduct activities under a name other than its true legal name, a Trade Name Registration Form, pursuant to the provisions of the Code of Laws for the District of Columbia and the OMNIBUS REGULATORY REFORM ACT OF 1998, must be filed with the Department of Consumer and Regulatory Affairs Corporations Division. The DBA name must meet the same name availability requirements as a newly formed entity, however, cannot include the corporate endings "corporation", "incorporated" or "limited" or an abbreviation of one of such words.

The Business Organizations Act of District of Columbia provides a procedure for voluntarily dissolving a domestic NFP corporation by filing with the Department of Consumer and Regulatory Affairs Corporations Division an Articles of Dissolution pursuant to the provisions of the Title 29 of D.C. Code Form DNP-6 or Form DNP-7 if the company is being dissolved by the Incorporators before conducting business or issuing shares.

New entities should obtain a Federal Tax Identification Number (FTIN), also known as an Employer Identification Number (EIN), from the IRS. This number will be required to open bank accounts, have employees, apply for business licenses, file tax returns, etc.

In order to apply for tax-exempt status under section 501(c)(3) of the Internal Revenue Code, an organization must be organized and operated exclusively for exempt purposes set forth in section 501(c)(3) of the IRS code, and none of its earnings may inure to any private shareholder or individual. The company must file Form 1023 for charitable organizations or Form 1024 for other types of tax exempt organizations in order to apply for tax-exempt status. Visit http://www.irs.gov/Charities-&-Non-Profits for additional information.

As all companies are different and have specific filing requirements we suggest that you speak with a tax professional to provide you with tax advice prior to organizing your company. For general tax information you can contact the D.C. Office of Tax and Revenue at http://otr.cfo.dc.gov.