Register a District of Columbia Foreign LLC
Foreign LLCs that want to do business in the District of Columbia need to register their LLC as a foreign LLC with the DC Department of Consumer and Regulatory Affairs, Corporations Division (DCRA). Foreign LLC are LLCs that do business in a state other than the state or jurisdiction where they were originally registered. Like most states and jurisdictions, DC is pretty vague when it comes to defining what it means to “do business,” though DC’s Office of Tax and Revenue defines doing business in DC as:
- having employees or solicitors engaged in retail sales
- maintaining office, warehouse, or distribution space
- actively selling, delivering, or furnishing of tangible property or services
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How To Register a Foreign LLC in District of Columbia
To register a foreign LLC in the District of Columbia, you’ll need to file a Foreign Registration Statement with the DCRA and pay the $220 filing fee. The process is called foreign qualification, and it allows you to do business in DC without having to form an entirely new LLC. Here is our step-by-step guide on how to foreign qualify your LLC in the District of Columbia.
First things first, your LLC is going to need a District of Columbia registered agent in order to register as a foreign LLC. Your registered agent will need to have a street address in DC and be available during regular business hours in order to accept legal notices and other official state documents on behalf of your LLC.
Since you probably don’t live in DC, you won’t be able to act as your own agent. This means that you’ll need to either ask a trusted friend to perform the role or hire a professional registered agent service. One of the main benefits of hiring a professional registered agent is that they’ll list their name and address on any of your registration paperwork, which helps to keep your personal information of DC’s public record.
Your next step is to get a Certificate of Good Standing from your LLC’s home state. This certificate will prove to DC that your LLC was formed legally, has been properly maintained, has paid all its fees and taxes, and is still active in its home jurisdiction. The cost and process for obtaining a Certificate of Good Standing depends on where your LLC calls home, but in most states, you can request it online and receive it immediately. One important thing to remember: DC will only accept an original Certificate of Good Standing that has been issued within the last 90 days.
Now that you’ve got all your ducks in a row, it’s time to fill out your Foreign Registration Statement, pay the $220 filing fee (add $50 for 3 day expedited service, or $100 for same-day filings), and get ready to do business in the nation’s capital.
Here is the information you’ll need to include on your Foreign Registration Statement:
- Entity name and type.
- Alternate business name if original name not available.
- Original state of registration and date of formation.
- Date your LLC plans to start transacting business in DC.
- Principal office address in the state or jurisdiction where your LLC was originally organized.
- Registered agent’s name and address.
- Quick description of what your LLC does.
- Names, residence and business addresses of any members or managers that own 10% or more of the business or members/managers that have the power to operate the business on a day-to-day basis.
- Name and signature of the person authorized to sign the form. This doesn’t have to be someone affiliated with your LLC.
Don’t forget, before you submit your Foreign Registration Statement to the DCRA, you will also need to attach a recent (no more than 90 days old) Certificate of Good Standing from your LLC’s home state.
Once the DCRA has accepted your Foreign Registration Statement, they will issue your LLC a Certificate of Registration that will state that your LLC is registered to do business in DC. If you file online or by mail, the DCRA will mail you a stamped copy. If you file in person, you’ll be required to pay $100 for expedited service, but you won’t have to wait around for your certificate.
FOREIGN LLC FAQ
What is a foreign LLC?
A foreign LLC is an LLC that wants to expand its reach and do business in a new state or jurisdiction. Instead of forming a brand new LLC, the LLC simply needs to foreign qualify in the new state. Sometimes this process is confused with domestication, which is picking up and moving your LLC to a new state.
Do foreign LLCs need to file formation documents in states where they do business?
No. Your LLC is already formed, so you don’t need to file formation documents. For instance, a DC LLC files Articles of Organization with the DCRA, which makes it domestic in DC. If it wants to then do business outside of DC, it would simply need to register with the foreign state and file documents that basically ask the foreign state for permission to operate as an LLC.
DC FOREIGN LLC REGISTRATION FAQ
How much does it cost to file the Foreign Registration Statement in DC?
Regular filings (online or by mail) cost $220 and take about 15 business days to process (add extra time for mailed filings). If you choose to file in person, DC will charge you a $100 expedited fee for same-day service in addition to the regular $220 filing fee. Online and mail filings can also choose expedited service; $50 for 3 day processing, and $100 for same-day service.
How do I file my Foreign Registration Statement in District of Columbia?
The DCRA accepts online, mail, and in person filings.
Department of Consumer and Regulatory Affairs
PO Box 92300
Washington, DC 20090
Department of Consumer and Regulatory Affairs
Business License Center
1100 4th Street, SW
Washington, DC 20024
What does it mean to “do business” in District of Columbia?
DC is pretty transparent with the activities that it doesn’t count as doing business. For instance, according to DC Code § 29–105.05, neither selling through independent contractors nor maintaining an account in a financial institution counts as doing business in DC. However, it is a pretty good bet that you’ll need to register your LLC as a foreign LLC in DC if your business is engaged in any of the following:
- hires or has employees in DC
- owns or leases a warehouse, storefront, office, or other facility
- offers services, sells products in state
- needs to apply for a DC business or occupational license
- pays sales tax and other taxes associated with the business
Read more about what counts as doing business in another state.
How do I amend a foreign LLC in District of Columbia?
To amend a foreign LLC, you’ll need to file an Amendment of Foreign Registration Statement and pay the $220 filing fee. Once filed, it may take the DCRA about 15 business days to process the amendment to your LLC. In a hurry? You can pay $50 for a turnaround of 3 days, or $100 for one day processing.
Do I have to file a District of Columbia biennial report for my foreign LLC?
Yes. Your first DC biennial report will be due by April 1st the year after registering your LLC. This means that if you registered your LLC in June your first biennial report will be due April 1st of the following year and every two years after. The fee is $300, and you can file online, by mail, or in person. As usual, all in person filings will be assessed a $100 filing fee and expedited one day service.
How are foreign LLCs in District of Columbia taxed?
Foreign LLCs with default tax classification in DC are taxed just like domestic LLCs—as “pass-through” entities. This means that the LLC itself doesn’t pay taxes. Instead the members of the LLC report their share of business income and expenses on their personal tax return. LLCs also have the tax flexibility to register as an S-corp or C-corp.
How can I dissolve my foreign LLC?
In order to dissolve your foreign LLC in DC, you’ll need to file a Withdrawal of Foreign Registration Statement with the DCRA. You can file the withdrawal by mail or in person. The filing fee is $220. You can speed up the filing process by paying and extra $50 for 3-day processing and $100 for one-day.