How to Incorporate in Washington D.C.
If you’re looking to incorporate in Washington D.C., you’re in the right place. This guide will help you file formation documents, get tax identification numbers, and set up your company records.
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Choose a Corporate Structure
Incorporating means starting a corporation. If you want to form an LLC, please see "How to Form an LLC in Washington D.C.".
Is your corporation for-profit or not-for-profit? If you are starting a nonprofit, please see "How to Start a Non-Profit Organization in Washington D.C.".
C-Corp and S-Corp refer to taxation with the IRS, not to legal structures. Your corporation is taxed as a C-Corp unless you file an election to be taxed as an S-Corp (explained below).
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Check Name Availability
The legal name of your corporation may not conflict with any other registered name. Check availability of your desired name by conducting a name search.
Name Search: District of Columbia Department of Consumer and Regulatory Affairs - Corporations Division Name Reservation: Optional Suffix Requirements: The name of a business corporation shall contain the word "corporation", "incorporated", "company", or "limited", or the abbreviation "Corp.", "Inc.", "Co.", or "Ltd.", or words or abbreviations of similar import in another language.
D.C. Code §29-103.02(a) -
Appoint a Registered Agent
Before you officially file to create your Washington D.C. LLC, you will need to decide who your Washington D.C. registered agent will be. A registered agent is a business's legal appointee to receive notice of lawsuit and other legal or government notices.
State law requires every LLC to have a registered agent. The registered agent is designated when you file Washington D.C. articles of organization with the District of Columbia Department of Consumer and Regulatory Affairs - Corporations Division.
Our reliable registered agent service fulfills this requirement. You get:
- Same-day documents from our local office in Washington
- Immediate online access to state forms with our address and, where required, our signature
- Annual fees from $89 to $99 per state with no additional charges
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File Washington D.C. Articles of Incorporation
File the articles of incorporation to create your corporation.
Agency: District of Columbia Department of Consumer and Regulatory Affairs - Corporations Division Form: Articles of Incorporation of Domestic Business Corporation DBU-1
Filing Method: Mail, in-person, or online
Agency Fee: Depends on authorized capital:
- $99 for authorized capital up to $100,000
- $550 for authorized capital between $100,000 and $500,000
- $1,100 for authorized capital between $500,001 and $1,000,001
- $1,650 for authorized capital of at least $1,000,001
Turnaround: ~3-4 weeks by mail. ~10 business days online. ~3 business days for $50 expedite fee. ~1 business day for $100 expedite fee. In-person documents are expedited and processed same-day.
Law: -
Establish Bylaws & Corporate Records
Your corporation must keep correct and complete books and records.
Draft bylaws (potentially using a template) which is the governing document for the corporation. The bylaws of a corporation may contain any provision for managing the business and regulating the affairs of the corporation that is not inconsistent with law or with the articles of incorporation (C.R.S. 7-102-106). You will review and ratify the bylaws at your first board of directors meeting.
A corporation shall keep as permanent records minutes of all meetings of its shareholders and board of directors, a record of all actions taken by the shareholders or board of directors without a meeting, a record of all actions taken by a committee of the board of directors in place of the board of directors on behalf of the corporation, and a record of all waivers of notices of meetings of shareholders and of the board of directors or any committee of the board of directors (C.R.S. 7-116-101).
Your filed articles of incorporation and bylaws are the first documents for your corporate records. Your corporation will generate many other official records such as:
- Meeting minutes
- Shareholder resolutions
- EIN verification letter
- Amendments and other filings made to the corporation over its lifetime
Organizations need a secure, centralized tool for managing and accessing sensitive records. Our Records Manager software offers a simple, efficient way for corporations to store records, track officers, directors, and shareholders, and customize meeting notifications.
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Appoint Initial Directors
The initial directors serve on the board until the annual meeting of shareholders (when directors are elected to the board). If the initial directors are not named in the articles of incorporation, they are appointed by the incorporator. The incorporator documents and signs this action for the corporate records.
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Hold Organizational Meeting
Hold the organizational meeting of the incorporators or initial directors in compliance with D.C. Code §29-302.05 (Justia). Keep minutes of this meeting. Keep minutes of this meeting.
The following state laws apply unless overridden by the organizational documents, where permissible.
Directors Officers - Number: One or more required.
- Qualifications: None.
- Quorum: Majority of directors, unless bylaws or articles of incorporations fix a different number. No less than one third.
- As stated in the bylaws, but a minimum of one. One person may hold multiple offices. One officer is required to be responsible for maintaining corporate records.
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Issue Stock Certificates
The owners may be issued stock certificates to serve as proof of ownership in the corporation. Remember to hold the first annual meeting of the shareholders (the owners of the corporation) according to bylaws and keep minutes of this meeting.
The following state laws apply unless overridden by the organizational documents, where permissible.
Shareholders Annual Shareholder Meeting - Qualifications: N/A
- Stock Certificate: Not required.
- Voting Trusts Allowed: Yes.
- Required: Yes, unless directors are elected by written consent.
- Action by written consent: Allowed if by all shareholders entitled to vote on the action. Bylaws may provide if enough shareholders consent to equal the number required to take action by vote.
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Get a Federal Employer Identification Number (EIN)
Your corporation must obtain an EIN regardless of whether it will hire employees.
Submit to: Internal Revenue Service
http://www.irs.gov/Form: IRS Form SS-4 Guidance: IRS Pub 1635: Understanding Your EIN Filing Method: Mail, phone, fax, or apply online with the IRS Fee: $0 Turnaround: Immediately online Notes: The IRS website is only available during certain hours. Print your EIN before closing your session. -
Get Washington D.C. State Tax Identification Numbers/Accounts
The District of Columbia offers a consolidated state tax registration application.
Agency: District of Columbia Office of Tax and Revenue Form: Form FR-500: Combines Business Tax Registration Filing Method: Mail or online Agency Fee: $0 -
Consider Electing S-Corp Taxation
By default, your corporation is taxed as a C-Corporation. Some corporations, especially smaller ones, benefit from electing S-Corp tax treatment:
- C-Corps suffer from double taxation: the corporation pays taxes on profits then members pay taxes on their distributions. If profits exceed $250,000 per owner, you provide employee benefits, or you will re-invest most of your profit in the business, you may benefit from the low tax rates on retained earnings under C-Corp treatment.
- S-Corp treatment avoids double-taxation. It is generally the best choice for small businesses. To accomplish this, file Form 2553: S-Corp Election with the IRS.
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Obtain Business Licenses & Permits
To run your business legally, you must obtain applicable licenses and permits. The easiest way to navigate the wide range of federal, state, and local requirements is to search by your business type and locality using the Small Business Administration Business License & Permit look-up tool.
District of Columbia Basic Business License - General Business
Initial Registration
Filing Method: Agency Fee: $99
Turnaround: Immediate
Registration Renewal
Filing Method: Agency Fee: $99
Due: - Biennially by the end of the month prior to the registration anniversary month.
- Renewals can be filed as early as 75 days prior to the expiration date.
Penalties: Penalty fees accumulate as follows:
- $250 starting 1 day after the expiration date
- $500 starting 1 month after the expiration date
- $500 + an additional fee based on the license fee starting 6 months after the expiration date. The license also becomes ineligible for renewal and a new application must be filed.
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Ongoing Filings to Maintain Your Corporation
You must file federal and state tax returns.
Many states also require business entities to file an annual report to maintain good standing with the secretary of state. If an annual report is required for corporations formed in Washington D.C., view the table below.
Washington D.C. Corporation Annual Report Requirements:
Agency: District of Columbia Department of Consumer and Regulatory Affairs - Corporations Division Form: BRA-25: Two-Year Report for Domestic and Foreign Filing Entity
Filing Method: Mail, in-person, or online.
Agency Fee: $300. $100 expedite fee is required if delivering in-person.
Turnaround: 15 days for Mail or Online filings; Fee of $100 for one day service or $50 for 3 day service for In-person filings.
Due: Your first report is due April 1 in the calendar year after registration. After the first filing, reports are due biennially by April 1.
Law: District of Columbia Code § 29-102.11.
Penalties: $100 late fee.
Notes: - An officer, director, manager, member, or agent may file.
- File online and pay by credit card. Print the confirmation page for your records.
For more details, see our Washington D.C. annual report information center page.
You will need to demonstrate your company’s good standing to banks, customers, and other state agencies. After all the work involved in forming your Washington D.C. corporation, don’t let a missed annual report filing cause your new business to fall out of compliance.
Tracking and filing annual reports on your own can be time consuming and lead to accidental lapses. Protect your corporation’s good standing with Managed Annual Report Service, which tracks and automatically files reports on time, every time, so you can focus on your business.
