Start a Corporation in the District of Columbia
A District of Columbia corporation offers the credibility of the corporate structure, liability protection from lawsuits and bankruptcy, certain tax advantages, and easier access to capital. A DC corporation is an ideal structure for entrepreneurs seeking growth and investment in their business.
Hire us and we’ll get your DC corporation quickly formed for just $39 + state fees. Want more? All of our corporate customers get one year of free registered agent service, a free domain name, website, email, local phone number, and anything else you’ll need to build your business from the ground up.
How to Start a Corporation in Washington, DC
A District of Columbia corporation is a business with a legal existence that is separate from its owners. If properly maintained, a corporation can conduct business in its own name and has many of the rights and obligations of a natural person, including the ability to enter into contracts, sue and be sued, hold assets, and pay taxes in its own name.
To start a corporation in 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 Licensing and Consumer Protection. You can file this document online, in person, or by mail. The articles cost a minimum of $99 to file. Once filed with the district, this document formally creates your DC corporation.
1. Name Your Corporation
First things first: your corporation needs a name. And not just any name. It’ll need to comply with DC’s naming rules as outlined in Code of the District of Columbia § 29-103.01 and 29-103.02. Basically, your company name needs to:
- Include an indicator like Corporation, Corp., Limited, Ltd., Incorporated or Inc.
- Be different from any other business name registered or reserved in DC.
- Not include words like “bank” or “insurance” without proper approval.
Already have a business name? Create a profile and check to see if it’s available.
Yes. If you want to put a hold on your business name while you’re preparing to form your corporation, you can reserve your business name for up to 120 days in DC. All you need to do is file the Name Reservation Registration & Transfer (Form GN-3) and pay a $50 filing fee.
The name you list on your Articles of Incorporation will become your corporation’s legal name.
A trade name (also known in some states as a DBA or doing business as name) is any name other than your corporation’s that you use to do business.
A corporation might use a trade name for marketing purposes or to expand its business into a new area. For example, Peter & Zyra’s Hat Repair, Inc. might use the trade name Porkpie Hat Pete’s. The business could grow to include a new location that specializes in tailoring under the trade name Porkpie Patterns, and without having to form a second corporation!
However, anyone who uses a trade name is legally required to register it by filing a Trade Name Registration form either online, by mail, or in person. It costs $55 per trade name.
Learn how to get a DC DBA.
2. Designate a Registered Agent
A Washington, DC registered agent is someone who accepts legal mail on behalf of your corporation in person. Your registered agent could be you, a member or manager, or someone outside of your company altogether—like a professional registered agent. Whoever you appoint will need to supply a street address in the District of Columbia for your Articles of Incorporation (a public document).
Learn why the pros use a registered agent service.
A registered agent serves as your corporation’s official point of contact for service of process, so they need to meet some special legal requirements. Basically, your registered agent must:
- Have a physical address within the District of Columbia, no P.O. Boxes.
- Be present at that address during regular business hours (9 AM to 5 PM).
- Agree to accept and forward your corporation’s legal mail—fast.
Definitely. If you can meet the criteria detailed in Code of the District of Columbia § 29-104-04, and listing your residential or commercial address on the public record doesn’t phase you, you can be your own registered agent.
However, listing your address on the public record is not something to take lightly. Once your private information is online, you can’t hit “undo.” It’s there forever and will probably be posted on a “public records” website or two or three. Oh, the junk mail you’ll get! Hiring a registered agent is an effective way to dodge this.
Another benefit of hiring a registered agent is peace of mind. A professional registered agent will accept, scan, upload, and notify you of any scary legal mail that shows up for your corporation. This means you’ll see it right away—even if you’re away from the office.
Yes. To change your registered agent in DC, you just need to file a Statement of Change of Registered Agent Form with the DLCP. It costs $50.
3. Submit Articles of Incorporation
To officially form your corporation, you’ll need to complete an Articles of Incorporation form. When the form is completed, you’ll submit it to the DLCP online or by mail and pay the $99 filing fee, after which your corporation will be officially established.
Note: All of the information on this form will become part of the public record.
To fill out the form, you’ll need to provide the following information about your corporation:
- Corporation name. Must include an indicator like Corporation, Corp., Limited, Ltd., Incorporated or Inc.
- Authorized shares. List how many shares you want to create for your corporation (you must list at least one), plus the par value of each share. Par value is the “face value” of a share, typically the lowest price at which a share will be sold.
- Registered agent and address. Whoever will accept legal mail on behalf of your corporation—they’ll need a street address in DC.
- Miscellaneous provisions. Any additional information you wish to add to the Articles of Incorporation can be added to this optional section.
- 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.
- Incorporator. The dated name, address, and signature of a person authorized to sign and submit your articles.
It’s tough. Your best bet for protecting your private information, well, private, is to keep it off this form altogether. But if you leave any of the required fields blank, DLCP will reject your filing.
What’s a privacy-minded business owner to do? Easy: find a registered agent who will list their business address everywhere allowed on this form. We’re that registered agent.
You can submit your Articles of Incorporation to DLCP online, by mail, or in person.
By mail:
Department of Licensing and Consumer Protection
Corporations Division
P.O. Box 92300
Washington, DC 20090
In person:
1100 4th St, SW
Second Floor
Washington, DC 20024
Online:
CorpOnline
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4. 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.
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.
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.
5. 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.
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.
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.
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.
6. Hold an Organizational Meeting
An organizational meeting is the first official meeting of the corporation after the business is legally formed with the district. 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.
You’re required to give a minimum of 10 (but not more than 60) days notice before holding the meeting.
7. 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.
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.
8. File Washington DC Reports & Taxes
In Washington DC, corporations file a biennial report every two years. In addition, the district has a corporate franchise tax
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.
The Washington DC Biennial Report has a flat fee of $300. File late, and you’re hit with a $100 penalty.
The filing is due by April 1st 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.
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 6%. 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%.
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.
Ready to Start a Corporation in Washington, DC?
