District of Columbia Corporation
Everything You Need to Know About DC Corporations:
Washington DC Incorporation Options
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How to Incorporate in Washington DC
To start a corporation in Washington DC, you’ll need to do three things: appoint a registered agent, choose a name for your business, and file Articles of Incorporation with the Department of Consumer and Regulatory Affairs (DCRA). You can file this document online, by mail, or in person. (In-person service is suspended during the COVID-19 pandemic.) The articles cost a minimum of $220 to file. Once filed with the state, this document formally creates your Washington DC corporation.
Per DC Code § 29–104.02, every Washington DC corporation must appoint and maintain a registered agent. You don’t need to hire a registered agent, but if you do, make sure your registered agent will list their address on your articles wherever possible to ensure maximum privacy.
If you’re starting a new business, you probably already know what you want to name your corporation. But you’ll need to know if your preferred name is available. To find out, you’ll need to create an Access DC account, and use it to login to the DCRA CorpOnline web portal . After doing so, you can conduct a business name search and browse until you find the perfect name for your corporation.
Once you know who your registered agent will be and what your corporation name is, you’re ready to file your Washington DC Articles of Incorporation. Follow along with our filing instructions below:
Filing the Washington DC Articles of Incorporation
Learn more about each Articles of Incorporation requirement below. Note that the information you provide becomes part of the public record—permanently.
Better yet, skip the form entirely and hire us to incorporate your District of Columbia business. We provide a free business address to list whenever possible throughout the filing to better keep your personal address private. And for the cheapest way to start a business? Pay just $45 out the door with our Corporate Guide Service monthly payment option.
1. Corporate Name
Your name must include “Corporation,” “Incorporated,” “Limited,” “Company,” or an abbreviation of one of these words. You could, instead, include a word or abbreviation of similar meaning in another language, though most people keep it simple with “Corp.” or “Inc.”
2. Authorized Shares
List how many shares you want to create for your District of Columbia corporation. You have to list at least one. You can distribute some or all of these shares later on at your organizational meeting. You’ll also need to include the par value of each share. Par value is the “face value” of a share (what’s listed on stock certificates) and is typically the lowest price at which a share will be sold.
3. Registered Agent and Address
For your Washington DC registered agent, list either an individual DC resident (like yourself) or a business that provides DC registered agent service (like Northwest). You’ll need to provide a physical address as well, which will become part of the permanent public record. Hire Northwest and our address will go here.
4. Miscellaneous Provisions
If you need or want to add extra information (for example, if you want to be registered as a benefit corporation), you can enter that information here. Feel free to skip this optional section if you don’t have anything special to add.
5. Owner Information
You need to list the names, residence addresses, and business addresses of each shareholder, director, and/or officer who has more than 10% ownership. Information also needs to be listed for those who don’t have over 10% ownership, but do control the corporation’s financial or operational decisions, or have the ability to direct day-to-day operations of the entity.
6. District of Columbia Incorporator
The incorporator is just the person authorized to sign and submit your articles. They don’t have to be a director, officer, or anyone in your DC corporation. Incorporators need to include their name, address, signature and date. We’ll be your incorporator when you hire Northwest.
Why Have a Registered Agent Form Your DC Corporation?
Professionals in Washington DC hire registered agent services like Northwest Registered Agent for incorporation—but why?
Standard filing companies don’t have employees or offices in every state. But as a national registered agent, it’s a requirement for us, which is a benefit for our clients. We have an office in DC, in Dupont Circle. We’re on a first name basis with the people who work in the Department of Consumer and Regulatory Affairs. We know all the fastest filing methods, which translates to fast, professional service—without extra fees.
As your registered agent, we list our DC registered office address on your corporation’s formation documents. Why? If you’re starting a business from your apartment in Georgetown, do you really want your apartment address as your business address? (Hint: the answer is no.) We’ll list our address, so you don’t have to list yours. Plus, we never sell your data. We don’t list your personal information on filings if we don’t have to. It’s all standard and part of our commitment to Privacy by Default®.
Free Mail Forwarding, Business Address and More
At Northwest, we do everything a registered agent should do and more. You can list our address as your business address on your state filings. We include limited digital mail forwarding with registered agent service (up to 5 pieces of regular mail per year; $15 a doc after that).
Plan on accepting credit cards? We also offer a Free Credit Card Processing Consultation. Our specialists work with processors to negotiate low rates and better contracts for our clients.
And now, try our in-house Northwest Phone Service for 60 days, free of charge with our formation service. Get a virtual phone number with your choice of area code, make and receive calls from any device, and more—for just $9 a month.
We know the in’s and out’s of each state—and we use this knowledge to help you when you need it most. Our team of Corporate Guides® has over 200 local business experts. You can call or email us for answers to all your questions about your corporation in Washington DC. Our Corporate Guides are dedicated solely to helping you with your business—not selling you services or meeting quotas.
What Do I Do After My DC Corporation Is Formed?
After your Washington DC Articles of Incorporation are approved, you still have a few more important steps to take, including getting an EIN, drafting bylaws, holding your first meeting, opening a bank account, and learning about state reporting and tax requirements.
Get an EIN
Your federal employer identification number (commonly known as an EIN or FEIN) is similar to a social security number for your business. The IRS assigns these numbers and uses them to easily identify individual corporations on tax filings, including federal corporate income tax returns.
Why does my Washington DC corporation need an EIN?
The IRS requires corporations to get an EIN for their federal tax filings, and the Washington DC Office of Tax and Revenue requires an EIN for their business registration in most cases. You may also be asked for your EIN when opening a bank account, securing a loan, or applying for local business permits and licenses.
How do I get an EIN for my corporation?
You can get an EIN directly from the IRS. The application is free, and most businesses can apply online. However, if you don’t have a social security number, you’ll need to submit a paper application form. Can’t bear to fill out yet another application? Hire Northwest to get your EIN for you. Just add on EIN service during checkout when you sign up for our incorporation service. Or choose our Corporate Guide Service—an EIN is included.
Write Corporate Bylaws
Bylaws are the internal rules you set for your business. They put into writing how decisions will be made and who gets to make those decisions. All the major organizational processes and procedures for your corporation will go in your bylaws.
For more on Washington DC Corporate Bylaws (including a free Washington DC Corporate Bylaws template), see our Washington DC Corporate Bylaws resource.
Do I need bylaws for my Washington DC corporation?
Yes. DC Code § 29–302.06 notes that initial bylaws shall be adopted either by the incorporators or board of directors.
You don’t have to submit bylaws to any regulatory agencies. Corporate bylaws are internal documents you keep with your other corporate records, such as meeting minutes and resolutions.
What should bylaws include?
Corporate bylaws cover basic policies and procedures for issues such as company finances and management. Bylaws should cover a range of topics, answering key questions like those below:
Meetings: When and where will meetings for shareholders and directors be held? How many attendees are required to transact business? What are the procedures for voting or proxy voting? How do you call a special meeting? What actions can be taken without a meeting?
Stock: How are stock certificates issued and transferred? How is voting affected by issues such as corporate stock owners or fractional shares?
Directors and officers: How many directors must there be? Which officer positions are required? What powers do they have? How do you fill a vacancy or remove a director or officer?
Finances: What are the procedures for retaining profits, issuing dividends, and paying bills? Who can withdraw money from the corporate bank account or sign checks?
Records: Where is the corporate book to be kept? What information will be maintained? How are requests for review or access honored? Can records or copies be kept or distributed digitally?
Amendments and emergencies: Who can amend bylaws and how? Can emergency bylaws be adopted in the case of disaster?
Washington DC corporate bylaws can also make other provisions, assuming additions are in accordance with district law. Bylaws can also be changed over time. According to DC Code § 29–308.20, shareholders have the power to amend bylaws. In most situations (unless stated otherwise by shareholders or in the Articles of Incorporation), the board of directors may amend the bylaws as well.
How do I write bylaws?
Creating bylaws can be overwhelming—where do you start? Northwest can help. We give you free corporate bylaws when you hire us to form your Washington DC corporation. We know what kinds of topics and questions corporations need to address, and we’ve spent years refining and improving our forms. We offer many other free corporate forms as well, including templates for resolutions and meeting minutes.
Hold an Organizational Meeting
An organizational meeting is the first official meeting of the corporation after the business is legally formed with the state. At this meeting, bylaws are adopted, officers are appointed, and any other initial business is conducted. The first meeting minutes should also be recorded and added to your corporate record book.
Are there any special rules for Washington DC organizational meetings?
You’re required to give a minimum of 10 (but not more than 60) days notice before holding the meeting.
Open a Corporate Bank Account
Businesses that mix personal and business finances together risk losing their liability protections, so your corporation will need its own bank account. In addition, a corporate bank account is essential for easily accepting payments, paying bills and holding funds.
How do I open a bank account for my Washington DC corporation?
To open a corporate bank account in Washington DC, you’ll need to bring the following with you to the bank:
A copy of the Washington DC corporation’s Articles of Incorporation
The corporation’s bylaws
The corporation’s EIN
If your bylaws don’t specifically assign the power to open a bank account, you may also want to bring a corporate resolution to open a bank account. The resolution would state that the person going to the bank is authorized by the business to open the account in the name of the corporation. At Northwest, we provide free corporate bank resolutions, along with many other free corporate forms, to help you get started fast.
File Washington DC Reports & Taxes
In Washington DC, corporations file a biennial report every two years. In addition, the state has a corporate franchise tax.
What is the Washington DC Biennial Report?
The Washington DC Biennial Report is a filing you must submit every two years. You update information on directors, officers, and your DC registered agent. You must also provide a statement that specifically describes the business or affairs your corporation is conducting in the District of Columbia.
How much is the Washington DC Biennial Report?
The Washington DC Biennial Report has a flat fee of $300. File late, and you’re hit with a $100 penalty.
When is the Washington DC Biennial Report due?
The filing is due by April 1 every other year. Your first report will be due the year after your corporation is formed.
These filings can be easy to forget—which is why we send our clients automatic reminders. Or better yet, let us file for you. With our business renewal service, we can complete and submit your annual report for you for $100 plus the state fee.
What should I know about Washington DC corporate taxes?
Washington DC has a corporate net income tax called a “corporate franchise tax.” It has a flat tax rate of 8.25%. Corporations with gross receipts of $1 million or less must pay a minimum tax of $250. Corporations with gross receipts over $1 million must pay a minimum tax of $1,000.
Have an S corporation? Although S corporations are treated as pass-through entities on the federal level, DC doesn’t treat S corporations the same way. Instead, DC taxes S corporations like regular corporations. What does that mean for you? While you may not have to pay a federal corporate income tax, you still have to pay DC’s corporate income tax.
DC’s sales tax is a flat 5.75%. However, specific goods and services (especially those aimed at tourists and visitors) have their own rates. For example, commercial parking has an 18% sales tax. The rate for hotels is nearly as steep at 14.95%.
Do corporations have to register with the Washington DC Office of Tax and Revenue?
Yes. Your corporation is required to register with the Washington DC Office of Tax and Revenue prior to conducting business and applying for a business license. You can register via MyTaxDC. You’ll need your EIN before you can register in most cases.
Washington DC Corporation FAQs
How can I submit the Washington DC Articles of Incorporation?
You can file Washington DC articles online, by mail, or in person. (In-person service is suspended during the COVID-19 pandemic.) Mailed filings must be submitted to the following address:
Department of Consumer and Regulatory Affairs
PO Box 92300
Washington, DC 20090
How much does it cost to start a Washington DC corporation?
At least $220. DCRA charges a base filing fee of $220, but this amount goes up to $550 if your corporation’s authorized capital is more than $100,000. (More than $500,000? The fee rises to $1,100. More than $1 million? The fee tops out at $1,650.)
Expedite services are also available. It costs an extra $50 for 3-day service, and $100 for same-day. (When in-person services are available, this $100 same-day fee is tacked on to hand-delivery.)
Hire us for a one-time fee of $445, including the district filing fees. Need it expedited? Your total cost is $495 for 3-day filing, or $545 for 1-day filing. Or, pay just $45 out the door with our Corporate Guide Service monthly payment option.
How long does it take to start a Washington DC corporation?
It can take up to 15 days for your Washington DC Articles of Incorporation to process. Or, pay extra to have your business formed in either one or three days.
If you hire Northwest to start your corporation, you can choose any of these options and we’ll file via the method that works best for you.
Does a Washington DC corporation need a business license?
Yes. All entities conducting business within the District of Columbia are required to have a business license. Before you can apply for a license, several steps must be completed. An EIN number must be obtained (in most cases), your LLC must be registered with the DC Office of Tax and Revenue, and you must have received a Home Occupation Permit or Certificate of Occupancy.
Most corporations will be sufficiently licensed with a Basic Business License (renewable every 2 years unless you pay for a 4-year license). These licenses generally cost in the hundreds of dollars, though the actual fee is determined by your specific industry and service. Or, as the form refers to it, your “endorsement.” If you have multiple endorsements—aka your business does multiple things—you will have to pay multiple fees. If your business doesn’t fall under any of the specific endorsement categories, you would apply for the General Business license endorsement, which costs $324.50.
For some license applications you may need an EIN or a certified copy of your Articles of Incorporation. At Northwest, we can streamline the process and get these for you—simply add on these items during checkout.
What is a foreign Washington DC corporation?
A corporation formed outside of Washington DC—but which conducts business in the district—is considered a foreign Washington DC corporation. For example, if you incorporated in New York but decide to open a storefront in Washington DC, you would be a foreign Washington DC corporation. This also means you would need to register with the district by filing a Certificate of Authority for Foreign Business Corporation with DCRA. Foreign corporations are required to file the Washington DC Biennial Report each year as well.
Can Northwest help me form a nonprofit corporation?
Absolutely! We’re happy to start a nonprofit corporation for you. Note that incorporating a Washington DC nonprofit requires a different form. The filing fee is lower as well. Washington DC nonprofits must also file a biennial report every other year, which costs $80.
How can I get a Washington DC phone number for my corporation?
It’s a conundrum: you need a local number to display on your website and give to customers, but you don’t want to make your personal number quite so…public. We get it. And we’ve got you covered with Northwest Phone Service. We can provide you with a virtual phone number in any state—plus unlimited call forwarding and tons of easy-to-use features. You can try Phone Service free for 60 days when you hire us to form your corporation, and maintaining service is just $9 monthly after that. No contract required.
How to Order Washington DC Incorporation Service
Our Washington DC incorporation service is designed to be fast and easy—signing up takes just a couple minutes. Here’s how it works:
We offer flexibility with two different options for payment. You can pay everything up front, which includes a full year of registered agent service. Or, pay just $45 out the door with our Corporate Guide Service monthly payment option. With our Corporate Guide Service option, we also include an EIN. Just choose one of the buttons below, answer a few easy questions about your business and submit your payment.
Next, we’ll prepare and submit your Washington DC Articles of Incorporation to the Department of Consumer and Regulatory Affairs. In the meantime, you’ll have immediate access to your online account, where you can find useful district forms, pre-populated with your business information.
Once the Washington DC Department of Consumer and Regulatory Affairs has approved your filing, we notify you that your Washington DC corporation has been legally formed. You can now move on to next steps, like holding your organizational meeting and opening a bank account.