Corporations Division: Business Registration FAQs

What online services are available through CorpOnline Service?

The following services are available to the public via CorpOnline:

1. Online formation of all domestic filing entities (limited liability companies, nonprofit and for-profit corporations, limited and limited liability partnerships, general and limited cooperative associations and business trusts);

2. Online registration of all foreign filing entities;

3. Online filing of required biennial reports for all domestic and foreign filing entities;

4. Online domestic name reservations and foreign name registrations;

5. Online trade name registrations for all filing entities and sole proprietors and other non-filing entities;

6. Online good standing certificate and certified copy requests;

7. Online reinstatement filings for domestic and foreign filing entities including back report filing;

8. Online withdrawal application for all foreign entities;

9. Online dissolution filings for domestic LLCs and nonprofit and for-profit corporations;

10. Online amendment filings for domestic LLCs and nonprofit and for-profit corporations;

11. Online amended registration filings for all foreign entities;

12. Online search of all registered entities with expanded entity information including report history, trade name and governor information;

13. Online tracking of submitted filings including filing rejection management and approved services tab for filing evidence.

Please monitor the website as more online services will be available in the near future.

How do I access the CorpOnline website?

To access this service, first, ensure that you have a single sign-on, Access DC account. To learn more about setting one up, go to dlcp.dc.gov/accessdc. Once done, go to CorpOnline to sign in.

What browsers can I use to access the CorpOnline application?

CorpOnline service is compatible with most web browsers (Internet Explorer 11 or higher, latest versions of Chrome and Firefox, etc.).

Why do I need to register to access CorpOnline services?

Online registration via CorpOnline is a simple way to protect the security of users and the system. The registration process should take less than five minutes to complete.

I am having issues with registration to access CorpOnline website. What do I do now?

Issues with registration often involve problems with web browsers or registration information. Please be mindful that the username must be a unique field. You might want to try a different username (ex. try hwilson1999 instead of hwilson). If the problem appears to be related to the web browser, ensure that you are using the appropriate web browser.

I have registered for an account but still cannot log in. Why not?

Your username and password have to match our files. If you do not remember your password, please, click on “reset password”. If you do not remember your username, please contact Corporations Division customer service at 202-671-4500. You can also register anew. If you need to change the password or any other information from the registration page (ex, email address), you can do that after you login into your account and by clicking on “edit account”.

I am on the CorpOnline website, but every time I click on the link, nothing happens. Why not?

It is a web browser issue in most cases. Please review the question above about compatible web browsers. Firewall and antivirus software may also prevent access to the CorpOnline portal.

How do I file for my company using CorpOnline?

When you log in, you will land on the 'Business Filings' page. That page is divided into domestic filings (for entities formed within the District of Columbia) and foreign entities (entities formed outside of the District of Columbia). You will need to pick the appropriate filing and proceed. Please, ensure to read the information page for each web filing to make sure that you are under the correct filing.

I have just filed my biennial report. What do I get after the filing?

A confirmation page is your last page that states that report was successfully submitted and gives the summary of the information such as entity name, fee amount, etc. A copy of the report is sent to the email address of the user who logged into the system and filed. A copy of the report is also available under the “Approved Services” tab by clicking on the “+” sign.

What are the tabs under my online account?

CorpOnline service is divided into four tabs:

• Business Filings Tab - all online filings listed and divided into domestic and foreign filings;

• Service Management Tab - progress of the filing; it has the following three sections:

  • A – “Pending Services”

  • B – “Received Services”

  • C – “Rejected Services”

• Approved Services Tab - all filings that have been done under any given account and have been approved;

• Business Filings Search Tab - allows you to search any entity that is registered with Corporations Division

I have used one of the online services and submitted my request. What is the next step?

Your filing has been received by the Corporations Division if filing appears under the 'Received Services' section of the service management tab. In that case, it will be reviewed within five (5) business days, unless the expedited option of one (1) or three (3) days has been selected. You will receive an approval certificate by email or a rejection letter specifying the reasons for rejection.

I have paid for my filing, but my filing still appears under the 'Pending Services' section. What do I do now?

If filings appear under the “Pending Services” section, the filings have not been fully submitted to the Corporations Division. Please click on “edit” and navigate to the last page to click on “submit to back office”. Please ensure that filing appears under “Received Services” as this is the evidence of successful submission.

My filing has been rejected. I see it under the 'Rejected Services' section. What do I need to do to resubmit?

Access the rejection letter and note the reason for deficiency and the staff member’s name. Click on “re-file”, correct the deficiency and resubmit for final approval. Please, note that the system should not charge you again unless you select to upgrade to expedited service.

If an error message is thrown or the system is trying to charge you, please, report this problem to Corporations Division’s customer service at (202) 671-4500.

I have paid for my filing, but the system asks me again for the payment. Why?

Please ensure that you are accessing the correct workflow. If you have multiple filings under 'Pending Services', you will need to locate the one that has been used for payment and proceed.

I have searched for my company by using 'Business Filings Search' and my information is not correct; how do I correct it?

Please report your issue by contacting the Corporations Division’s customer service at 202-671-4500 and provide as many details as possible about the nature of the inaccuracy.

I am using a Mac computer and am having some issues. Do you plan to configure the website to work with Macs?

CorpOnline site is configured to work with the Safari browser. However, some users have reported issues after logging into their accounts. You can also install Chrome or Firefox for Macs and there should not be any more issues with site navigation.

I have a Work Order ID number. What is it?

A Work Order ID is created when the customer opens one of the workflows. Please, check the 'Service Management' tab to verify whether the filing is submitted – as shown under the 'Received Services' section or if it is still pending – shown under the 'Pending Services' section. If  the filing is still pending, please, click on “edit”; complete the information and “submit to back office” so that filing will appear under “received services”.

I am trying to access the site, but the system returns “Server error 404 - File or directory not found.” Is the site down? What should I do?

Some customers experience this issue as the CorpOnline site is up but their web browser forwards them to the error site. To fix this issue, you may want to try one of the following:

• Clear all your browsing data and close all browser windows and connect to the site again;

• Try a different web browser and type the site address again;

• Try a different computer and connect to the site again.

If CorpOnline site is down, the Corporations Division will post the site maintenance page.

I have paid for my filing, but it did not submit. Now, the system asks for the payment again. Why?

You may have completed the filing, but failed to click on 'Submit to Back Office' to complete the workflow. You may want to click on the edit option under the filing and try to submit it again. If failed, you will need to contact the Corporations Division and provide your payment details to validate your payment. Once this is done, you may be offered the credit for payment and you can submit your filing anew or the division will instruct you to reconstruct the filing using the paper form and email it to a particular staff member for final approval and filing.

 

What is this new beneficial ownership collection?
This is the new requirement that went into effect as of 1/1/2020.

Based on this requirement all formation and registration filings as well as biennial reports must include beneficial ownership information.

The law amended two sections of DC Code such as § 29–102.01. & § 29–102.11.

What are the details on beneficial ownership?
For formation, registration, and report filings the following information will be collected:

The names, residences and business addresses of each person whose aggregate share of direct or indirect, legal or beneficial ownership of governance or total distributional interest of the entity:

1. Exceeds 10 percent; or
2. Does not exceed 10 percent; provided, that the person:
   • Controls the financial or operational decisions of such entity; or
   • Has the ability to direct the day-to-day operations of such entity.”

Does this requirement affect all entity types, domestic and foreign?

Yes, that is correct as the requirement is applied to all entity types regardless of the state of incorporation.

What happens if my beneficial ownership information changes from the date of formation/registration and/or last report filing?

If there is no report on file then articles of amendment for domestic entities must be filed to reflect new information; for foreign entities amended registration application must be filed.

If there is a report on file then a statement of correction must be filed to correct the report on file to reflect new changes.

How do I contact the Corporations Division?

The Corporations Division can be contacted by phone, fax, email, US Postal Service or walk-in visit:

• Phone: (202) 671-4500
• Fax: (202) 671-4500
• Mailing Address: DLCP Corporations Division, P.O. Box 92300, Washington, DC 20090
• Digital Service Center (Walk-in): 1100 4^th Street, SW, 2nd Floor, Washington, DC 20024
• Operating Hours: Monday, Tuesday, Wednesday, and Friday from 8:30 am - 4:30 pm; and Thursday from 9:30 am - 4:30 pm.
• Email: [email protected]
• Main Corporate Webpage: Corporations Division
• Online Service Site: CorpOnline

What is a series LLC and how can I form such an LLC in the District?

Series Limited Liability Company is a special type of LLC in which the members, managers, or interest holders have separate rights, powers, or duties with respect to specified property or obligations of the limited liability company.

For an LLC to become a series LLC, it is generally a two-step process:

1) The customer will answer “yes” to the series question on Articles of Organization Form DLC-1 (for LLCs formed after 1/1/12); for LLCs formed prior to 1/1/12 you will need to amend or restate Articles of Organization Forms DLC-2/3 and add a series statement such as the one identified below:

‘The company will have one or more series that is treated as a separate entity which limits the debts, obligations, and other liabilities to the assets of a particular series as provided in the operating agreement as authorized by § 29-802.06”

2) To designate the actual series, you would file Form DLC-4 Certificate of Series Designation.

If I incorporate my business in the District of Columbia, is that registration valid in other states?

No. Formation of the entity in the District of Columbia allows for that entity to conduct business in the District only. If a domestic filing entity wishes to conduct business outside of the District of Columbia then it shall meet the requirements of each jurisdiction in which it wants to do business. Contact the corporate licensing authority in the appropriate state or province for more information.

If I registered my business outside of the District of Columbia, do I need to register to conduct business in DC?

An organization registered in another state or country that seeks to transact business in the District of Columbia must obtain authority by filing an application for foreign registration.

How do I get certified copies of documents?

You can get a certified copy of any Corporations Division document by walk-in visit or online.

Online

Go to CorpOnline site, create the profile, access the online services main page, click on the For-Profit or Non-Profit Certified Copy Request link and then proceed. Online customers must pay by using a credit card and the certificate will be delivered on the last page; it will also be emailed to the address on the profile. Mail-in requests will no longer be accepted for certified copies.

Available certified copies include but are not limited to:

• Articles of Incorporation
• Organization Documents
• Two-Year Annual Reports
• Articles of Merger/Amendment
• Certificates of Authority/Registration
• Qualification Forms for Partnerships

Note for Walk-In Customers:
A $100 expedited fee for a one-day service and a $50 expedited fee for a three-day service will apply to all walk-in customers.

Walk-In
Digital Service Center
1100 4th Street, SW, Second Floor
Washington, DC 20024

• Monday, Tuesday, Wednesday, Friday 8:30 am - 4:30 pm
• Thursday: 9:30 am - 4:30 pm

Call the Corporations Division at (202) 671-4500 to learn more.

How do I get a Certificate of Good Standing?

You can get a Certificate of Good Standing from the Corporations Division by visiting our office or submitting a request online.

Online
Go to CorpOnline site, create the profile, access the online services main page, click on the Domestic/Foreign For-Profit or Non-Profit Request link, and proceed. Online customers must pay by using a credit card and the certificate will be delivered on the last page and will also be emailed to the address on the profile. Mail-in requests will no longer be accepted for good-standing certificates.

Note for Walk-In Customers:
A $100 expedited fee for a one-day service and a $50 expedited fee for a three-day service will apply to all walk-in customers.

Walk-In
Digital Service Center
1100 4th Street, SW, 2nd Floor
Washington, DC 20024

DLCP Service Hours

• Monday, Tuesday, Wednesday, Friday 8:30 am - 4:30 pm
• Thursday: 9:30 am - 4:30 pm

What's the penalty for operating in the District of Columbia without getting a certificate of foreign registration?

As a part of the application process, foreign filing entities (limited liability companies, non-profit and for-profit corporations, limited partnerships, limited liability partnerships, general partnerships, general and limited cooperative associations, and statutory trusts) must disclose the date when the entity commenced its business in the District of Columbia.

Foreign filing entities that commenced business before the registration with the Corporations division are liable for the payment of all back fees and all back reports.

The number of reports and the amount of fees depends on the commencement date.

What are the Corporate Registration Fees?

Corporate Registration Fees are broken down by entity. For detailed requirements, please contact Corporations Division at (202) 671-4500.

 

Where can I get a corporate seal?

Corporate seals and other corporate supplies may be obtained at a legal stationery store or corporate supplier.

May I fax a request or my registration documents to the Corporations Division?

No. You may not file your registration documents, obtain copies of documents by fax, or request verification documents of a corporate filing by facsimile. Each of these actions requires a payment which must be paid at the time of the request for documents.

What is the average turnaround for corporate filings?

Mail-In Filings
For mail-in filings, the Corporations Division will process them within 15 business days from the receipt of the paperwork. All mail-in filings go to our banking agent for payment processing first. Once payment is processed, payment confirmation along with filing will be forwarded to the Corporations Division main office for final processing. The 15-business days turnaround does not start until the division receives the paperwork and proof of payment from the bank.
Filings that are sent to the overnight address are subject to the same turnaround guidelines.

Walk-In Filings
For walk-in filings, the Corporations Division will process and approve or reject filings while you wait.
An expedited fee in the amount of $100 for one-day service and $50 for three-day service will apply to all walk-in customers.

Online Filings
For online filings, the Corporations Division will process within 15 business days from the date of submission. Print the confirmation page and record the date of submission.

What are the Registered Agent requirements in the District of Columbia?

The Registered Agent (RA) is the individual or the entity that performs the following duties:

1. Forward to the represented entity at the address most recently supplied to the agent by the entity any process, notice, or demand that is served on the agent;
2. Provide the notices required by Business Organizations Act Title 29 to the entity at the address most recently supplied to the agent by the entity.

Who can act as a Registered Agent in the District of Columbia?

1) Commercial registered agent; “Commercial registered agent” means a person (an individual or domestic or foreign filing entity) who has filed a “Listing of commercial registered agent” filing required under § 29-104.05 with the Corporations Division.

2) Noncommercial registered agent; “Noncommercial registered agent” means a person that is not a commercial registered agent and is:

• (A) An individual or domestic or foreign entity that serves in the District as the agent for service of process of an entity;
• (B) An individual who holds the office or other position in an entity who is designated as the agent for service of process; or
• (C) A member in good standing of the District of Columbia Bar who maintains an office in the District of Columbia.

What are the address requirements for Registered Agents?

The RA's address must be a physical street address in the District of Columbia. The RA’s address may not be a PO Box or address outside the District.

Can an entity act as its own Registered Agent if it has an office address in the District of Columbia?

Yes. Domestic or foreign filing entities may appoint an individual within the organization to act as the registered agent in the District.

What entities should have a Registered Agent?

All domestic and foreign filing entities are required to appoint and maintain the registered agent.

Filing entities include the following:

• Limited Liability Companies
• Non-Profit and For-Profit Corporations 
• Limited Partnerships
• Limited Liability Partnerships
• General Partnerships
• General and Limited Cooperative Association
• Statutory Trusts

What is the penalty for failure to maintain a Registered Agent?

An entity's status may be revoked if it fails to maintain a registered agent.

What is the difference between a Trade Name and a Corporate name?

A corporate, limited liability or partnership name is the name under which the organization is formed, or registered, and must include a distinct qualifier, such as Inc, LLC, PLLC, LLP, LP, and PC.

A trade name is a name under which a business operates or does business. The trade name is NOT the true or real name of the business. For example, Capital One Arena is the trade name of the DC Arena, LP. It is the name that is most commonly associated with the business.  

How can I get a refund for my corporate filing?

Submit a Corporations Refund Request Application.

On what legal authority may I submit a refund request?

Pursuant to D.C. Municipal Regulations Title 17, Chapter 708.1, the request for a refund shall be made within sixty (60) calendar days from the date of payment; or from the date of DLCP's rejection notification.

Pursuant to D.C. Code § 29–102.13. (d), overpayments and duplicate and erroneous payments shall be refunded. The term “erroneous” is defined as when payment was sent to the Corporations Division but intended for another recipient (ex. tax or license payments erroneously sent to the Corporations Division). “Erroneous” payment does not include the case where the customer changes their mind and wants to rescind the filing (remove the filing in order to get a refund).

Pursuant to D.C. Code § 29–102.13. (d), a mere change of purpose after the payment of money, as when a party desires to withdraw a filing, shall not entitle a party to a refund.

Does the Corporations Division provide an “apostille” (authentication) service for issued documents?

The Corporations Division does not provide authentication services. However, you may request this service from the D.C. Office of the Secretary.

To do so, please, follow these steps:

1.  Locate the document or certificate that you need and request a certified copy of that document from the Corporations Division.
2.  Once a certified copy of the document or certificate is received from Corporations Division; contact the D.C. Office of the Secretary to request document authentication.
3.  Here is the link for more information  

Another service is being provided for document authentication by the U.S. Department of State.
For more information, please, refer to the following link to the Office of Authentication.

 

What does "Conducting Business" mean in the District of Columbia?

District law defines a "business" as: “Any trade, profession, or activity which provides, or holds itself out to provide, goods or services to the general public or to any portion of the general public, for hire or compensation in the District of Columbia.”

Generally, foreign filing entities (limited liability companies, non-profit and for-profit corporations, limited partnerships, limited liability partnerships, general partnerships, general and limited cooperative association and statutory trusts) do not have to register with Corporations Division if they are engaging in a single or isolated transaction.

In addition, certain categories of activity have been excluded by the District as constituting “business” for the purposes of determining if an entity must register with the District. These exclusions vary depending on the type of business entity.

For the list of exclusions, please refer to the following statute:
§ 29-105.05. Activities not constituting doing business.

Sample of specific factual scenarios:

Will a Corporation or LLC need to register with Corporation Division if it owns real estate in the District? In most cases, the answer will be no. However, this entity is required to register if real estate is “income producing."

To discuss a specific case, you may contact the Corporations Division at (202) 671-4500, Option 5. Consult an attorney for legal advice.

What does "Entity status is revoked" mean in the District of Columbia? What is it and how can I put my company back in good standing?
If the entity’s status is revoked then articles of incorporation/organization shall be void and all powers conferred upon such entity are declared inoperative, and, in the case of a foreign entity, the certificate of foreign registration shall be revoked and all powers conferred hereunder shall be inoperative.

Penalties for Operating After Revocation
Civil fines, penalties, and fees may be imposed on any domestic or foreign filing entity that commits an infraction of any provisions of the Business Organizations Act specified under § 29-101.06 and fails to comply with any provisions thereof pursuant to Chapter 18 of Title 2 ("Civil Infractions Act").

Reinstatement
Any entity may file an application for reinstatement and pay all back fees and file all back reports at any time. Once this filing is accepted by the Corporation’s Division, the entity’s status will be reinstated. Once the petition for reinstatement is approved, such entity shall have such powers, rights, duties, and obligations as it had just prior to the time of the issuance of the administrative dissolution or termination with the same force and effect.

What are professional corporations (PCs) & limited liability companies (PLLCs)?
The term “professional service” means any type of personal service to the public which may be lawfully rendered only pursuant to a license and which by law, custom, standards of professional conduct or practice in the District of Columbia, before December 10, 1971, could not be rendered by a corporation, including without limitation the services performed by certified public accountants, attorneys, architects, practitioners of the healing arts, dentists, optometrists, podiatrists, and professional engineers.

Professional Corporations must have “P.C.” or “Professional Corporation” or “Chartered” as a part of their name.

Professional LLCs must have “PLLC” or “Professional Limited Liability Company” as a part of their name.

What are acceptable purposes for professional corporations or LLCs?
A professional corporation may be organized solely to render professional services through its shareholders, directors, officers, employees, or agents who are themselves duly licensed to render the particular service and to render service ancillary thereto.

A professional corporation may employ persons, who are not licensed, but such persons shall not perform professional services; and no license shall be required of any person who is employed by a professional corporation to perform services for which no license is otherwise required.