Corporations Division: Business Registration FAQs

Accessing CorpOnline

1a. How do I access the CorpOnline website?

To access CorpOnline, go to corponline.dlcp.dc.gov. If you do not already have an Access DC account, you will be asked to create one in order to sign into Access DC.

1b. What online services are available through CorpOnline?

On CorpOnline, all corporate registration filings are available, including:'

1. Register any type of domestic entity, ex:

- Limited Liability Company (form DLC-1)

- For-Profit Corporation (form DBU-1)

- For-Profit Professional Corporation (form DPR-1)

- Non-Profit Corporation (form DNP-1)

- Limited Partnership (form DLP-1)

- Limited Liability Partnership (form DLLP-1)

- General Limited Cooperative Association (form DGCA-1)

- Limited Cooperative Association (form DLCA-1)

- Statuary Trust (form DST-1)

2. Register any type of foreign filing entity

- Foreign Registration Statement (form FN-1)

3. File biennial reports for any domestic or foreign filing entity, including back-reports

- Two-Year Biennial Report for Domestic and Foreign Filing Entities (form BRA-25)

4. Reserve a name for a domestic entity or register a name for a foreign entity

- Domestic Name Reservation and Transfer (form GN-3)

- Foreign Name Registration and Renewal (form GN-4)

5. Register a trade name for any filing entity, sole proprietor, or other non-filing entity

- Trade Name Registration (form TN-1)

6. Request good standing certificates and certified copies

7. Submit applications of reinstatement for domestic and foreign filing entities

- Reinstatement of Domestic Filing Entity (form GN-5)

- Reinstatement of Foreign Registration Statement (form FN-6)

8. Submit withdrawal application for all foreign entities.

- Withdrawal of Foreign Registration Statement (form FN-3)

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

- Statement of Dissolution for Domestic Limited Liability Company (form DLC-8)

- Articles of Dissolution of Domestic Nonprofit Corporation (form DNP-6)

- Articles of Dissolution of Domestic For-Profit Corporation (form DBU-7)

10. File amendments for any foreign or domestic entity

11. File Mergers, conversions domestications and more.

12. Search all registered entities with expanded entity information including report history, trade name, registered agent, and governor information

13. Track your submitted filings, manage rejected filings, and see past approved filings, including evidence/documents issued by Corporations.

1c. I have paid for my filing, what do I do now? If you’ve submitted a filing that requires review, it will appear under the “Record of Filings and Resubmission” tile on the dashboard of CorpOnline. From there you can track its progress. If the filing is rejected, you can resubmit it from this tile. Once it’s approved, you’ll be able to see the filing documents under the Certificates & Filing Images tile on the dashboard.

Receipts for payment will appear in the “Receipts” tile on the dashboard.

1d. My filing has been rejected. I see it under '“Record of Filings and Resubmission” tile. What do I need to do to resubmit? Under the “Record of Filings and Resubmission” tile, find the filing that has been rejected and look to the right of the row to the “Actions” column. You will see two options – one two download the rejection letter and the other to resubmit the filing. Click on “resubmit” button to enter the workflow and correct the deficiencies, and resubmit the filing. Please, note that system should not charge you again unless you select to upgrade to expedited service.

1e. What is the general turnaround time for corporate filings? For online filings, Corporations division will process non-expedited filings within 5 business days from the date of submission. There is an option to select an expedited option - $50 for 3-day service and $100 for 1-day service (by end of next business day).

Registering a Business

2a. If I registered my business outside of the District of Columbia, do I need to register to conduct business in DC?

Yes. An organization registered in another state or country that seeks to transact business in the District of Columbia must register by filing an application for foreign registration (form FN-1). This can be done on our CorpOnline website.

2b. If I incorporate my business in District of Columbia, is that registration valid in other states and countries?

No. Formation of the entity in the District of Columbia allows for that entity to conduct business in the District only. If 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 country for more information.

2c. 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 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 scenario:

Will a Corporation or LLC need to register with Corporations division if it owns real estate in the District? In most of the 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 Corporations Division at (202) 442-4400, Option 5. Consult an attorney or certified public accountant for professional advice.

2d. How do I form a brand new Entity?

To form a new entity domestic to DC, you’ll need to create and register Articles of Organization or Incorporation (depending on the entity type) with DLCP’s Corporation Division. This can be done easily on CorpOnline.

On the CorpOnline homepage select "Create or Register Entity from the left menu and then select “Domestic” from the two options. Then select which entity type you’d like to form. Fill in required information, provide payment details and submit.

2e. How do I register my foreign entity?

To register your foreign entity, complete a Foreign Registration Statement. To do so, log onto CorpOnline which is accessible via DLCP's Access DC Portal.

On the CorpOnline homepage select "Create or Register Entity from the left menu and then select “Foreign” from the two options. Then select the type of entity you have that needs to register. Fill in required information, provide payment details and submit.

Note all foreign registrations must upload a good standing certificate from their jurisdiction of formation dated within the last 90 days. Provide payment details and submit.

Maintaining a Corporate Registration

3a. What are the ongoing obligations for registered entities in DC in order to stay in active and good standing status?

Every entity registered with Corporations Divisions needs to file periodic BRA-25 Biennial Report form and maintain a registered agent in order to stay in active and good standing status.

3b. What is a BRA-25 Biennial Report and when is it due?

The BRA-25 Biennial Report is the report all entities must file periodically to maintain their entity's active status with Corporations Division. The report allows an entity to update its address, registered agent information, purpose, and beneficial owner information.

An entity's first Biennial Report is due by April 1^st the very next calendar year after it registers, and by April 1^st every two years there on after.

3c. I have just filed my BRA-25 Biennial Report. How do I know it’s filed?

After filing your report online, you will see a confirmation page that states that the report was successfully submitted and provides filing summary information (entity name, fee amount, etc.) A copy of report is sent to the email address of the CorpOnline user who filed the report. A copy of the report is also available under “Certificates & Filing Images" tab.

3d. What is the beneficial ownership reporting requirement? How is a beneficial owner defined?

The DC Code, sections § 29–102.01. & § 29–102.11 stipulates that all formation and registration filings, as well as biennial reports, include beneficial ownership information.

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

Exceeds 10 percent; or
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

3f. What happens if my beneficial ownership information changes from the date of formation/registration and/or last report filing?

If there is not a biennial report on file for this entity, then articles of amendment (for domestic entities) or an amended registration application (for foreign entities) must be filed to reflect new ownership information.

If there is a report on file, then a GN-2 Statement of Correction must be filed to correct the most recent report on file with the updated ownership information.

3f. Is the District’s Beneficial Ownership Requirement different than the federal government/FinCEN’s beneficial ownership information reporting requirement?

Yes.

The District of Columbia has required beneficial ownership reporting for all entities who are formed or registered to do business in the District since January 1, 2020. Now, due to the passing of the Federal Corporate Transparency Act, certain types of entities will also need to report beneficial ownership information to FinCEN as well.

This is a new federal requirement and is separate from DC’s beneficial ownership requirement. Entities supply beneficial ownership information to the District via existing required filings (Articles of Incorporation, BRA-25 Biennial Reports, etc.). Now, many of these entities will need to submit a separate filing, directly to FinCEN.

Please visit our Beneficial Ownership page for more information.

3g. I have searched for my company by using 'Business Filings Search' and my information is not correct; how do I correct it?

The information on file should reflect the most recent corporate filing information that was submitted to Corporations Division (for example, the information from the latest biennial report form BRA-25 on file).

If your entity's information has changed you may file the appropriate form to update the incorrect info (type of filing will depend on what needs updating).

If what is listed on CorpOnline does not reflect what you have most recently provided to Corporations Division, please contact us at 202-442-4432 or [email protected] and provide as many details as possible about the nature of the inaccuracy.

Closing a Business

4a. I am closing my business, what do I need to file?

If your entity is no longer conducting business in DC, it must submit articles of dissolution or similar filing (for domestic entities) or an application of withdrawal (foreign entities).

Please note, an entity must be in active status and good standing to file articles of dissolution/withdrawal.

4b. My entity is a non-profit charitable corporation. Are there any additional steps I need to take when dissolving?

Yes. A charitable corporation is required to provide OAG with advance notice of the corporation’s voluntary dissolution. OAG requests at least one week's advance notice. The notice should be sent to: Section Chief, Public Advocacy Section, Office of the Attorney General, 441 Fourth Street, N.W., Suite 600-S, Washington, DC 20001.

The notice of voluntary dissolution shall state or describe the corporation’s name and charitable purpose, the process by which the dissolution was authorized, the reason(s) for the dissolution, the nature and dollar value of the corporation’s assets, and the proposed disposition of any significant assets.

The notice-of-dissolution requirement is set forth in the Nonprofit Corporation Act, D.C. Official Code § 29-412.02(g): “A charitable corporation shall give the Attorney General for the District of Columbia notice in the form of a record that it intends to dissolve before the time it delivers articles of dissolution to the Mayor. Notice to the Attorney General under this section shall not delay or otherwise affect the dissolution process.

For more information consult this link: https://oag.dc.gov/charities-and-other-nonprofit-organizations

Trade Name Registration

5a. Is a Trade Name Required?

No. A trade name is optional and is not required in order to conduct business in DC.

However, if a trade name is being used in DC, it must be registered and on record with Corporations Division.

5b. What is the difference between a corporate name and a trade name? What are the naming rules for a trade name?

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

A trade name is the 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, L.P. It is the name that is most commonly associated with the business.

A business may not use a name other than their registered corporate name unless it is registered as a trade name.

A trade name cannot be the true and legal name of a person, nor can it be the same as an active entity name on record or another active trade name on record.

5c. How do I register a Trade Name?

To register a new Trade Name, complete a TN-1 Trade Name Registration form. To do so, log onto CorpOnline which is accessible via DLCP's Access DC Portal. On the CorpOnline homepage select "Filings > Trade Name Services" item from the left menu then select the
“Trade Name Registration” tile.

If you wish to obtain a trade name for your already registered business to use, select the "I want to add a trade name (or a Doing Business As) name to an entity I have already registered” option

If you are a sole proprietor or general partnership and wish to obtain a trade name, select the "I operate as a sole proprietor, general partnership or other unincorporated entity …." option.

Fill in required information, provide payment details and submit.

Note, only the entity or person (ex. sole proprietor) who is listed as the owner of the trade name may use that trade name.

5d. How often do I need to renew my trade name?

A trade name needs to be renewed every two years, by April 1 the year it is set to expire. Trade names that are not renewed by April 1 will be charged a late fee to renew. Trade names that are still not renewed by September 1 will be cancelled and the trade name no longer protected against use by others.

Trade name renewals can be done on CorpOnline by going to "Filings > Trade Name Services" and then selecting the "Trade Name Renewal” tile.

5e. How can I make changes to my trade name?

You can make changes to your trade name by filing a trade name amendment on CorpOnline. On CorpOnline’s homepage, select "Filings > Trade Name Services" and then selecting the "Trade Name Amendment” tile.

5f. Who can register a trade name?

Any entity registered/incorporated by Corporations Division can register a trade name. In addition, sole proprietors and general partnerships, can register a trade name.

Good Standing Certificates, Certified Copies and Information Requests

6a. How do I get certified copies of documents?

You can get a certified copy of any Corporations Division document conveniently through CorpOnline which is accessible via DLCP's Access DC Portal.

On the CorpOnline homepage, select "Certificates & Certified Copies" and then "Certified Copy Request" tile. Search for your entity and click on its name when it appears. Then either select the filing you’d like a certified copy of, or if you don’t see the filing, type the name of the filing and the date it was filed in the “other” option.

Please note, a separate request must be made for each filing you are requesting copies of.

6b. Does the Corporations Division provide “apostille” (authentication) service for issued documents?

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:

Locate document or certificate that you need and request a certified copy of that document on CorpOnline.
Once you have received the certified copy of the document or contact the D.C. Office of the Secretary to request document authentication.

The U.S. Department of State also provides document authentication services. For more information, please refer to the State Department’s Office of Authentication.

6c. How do I get a Certificate of Good Standing?

You can request a Certificate of Good Standing conveniently through CorpOnline which is accessible via DLCP's Access DC Portal.

On the CorpOnline homepage, select "Certificates & Certified Copies" and then the " Good Standing Certificate" tile. Search for your entity and click on its name when it appears. Submit payment and the Good Standing Certificate will appear in your "Certificates and Filing Images" tab.

Please note - a good standing certificate cannot be issued for trade names.

6d. Does Corporations Division issue Certificates of Clean Hands?

No. The DC Office of Tax and Revenue facilitates the administration and compliance of the Certificate of Clean Hands mandate. For more information, please refer to this website.

Foreign/Out of State Entities

7a. If I registered my business outside of the District of Columbia, do I need to register to conduct business in DC?

Yes. An organization registered in another state or country that seeks to transact business in the District of Columbia must obtain authority to do so.

To register your foreign entity, complete form FN-1 Foreign Registration Statement. To do so, log onto CorpOnline which is accessible via DLCP's Access DC Portal.

On the CorpOnline homepage select "Filings > Create or Register Entity" from the left menu and select "Foreign” option. Select the organization type you are registering and fill in required information. Note all foreign registrations must upload a good standing certificate from their jurisdiction of formation dated within the last 90 days. Provide payment details and submit.

7b. What's the penalty for operating in the District of Columbia without getting certificate of foreign registration?

As a part of 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 association and statutory trusts) must disclose the date when entity commenced its business in the District of Columbia.

Foreign filing entities that commenced business before the registration with 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.

For more information or to discuss a specific case and due reports/back fees, please contact Corporations Division.

7d. How do I report changes to my out of state/country business in DC?

To report changes made to your out of state/country entity and update the information Corporations Division has on file, you will need to file an amendment of foreign registration (form FN-2). The most common changes reported include entity name, entity type, state of formation, purpose, business address, and beneficial owners.

To file an amendment, log onto CorpOnline which is accessible via DLCP's Access DC Portal. On the CorpOnline homepage select “Filings > Entity Maintenance” and then select the “amendment” tile. Search for the name of your entity and click on its name when it appears in the search results.

Fill in the required fields, provide payment information and submit.

7e. Do I have to stay in compliance in my home state if I am doing business in DC?

Yes. Upon initial registration you will need to provide us with a Good Standing Certificate from the entity's home jurisdiction dated within the last 90 days. Further, when a foreign entity files its Biennial BRA-25 reports with Corporations, it will need to attest that it is in compliance in its home state.

7f. What if my business closes in my home state? What must I do in DC to reflect this?

If your business closes in your home state, you will need to file application of withdrawal with DC Corporations Division. You can do so on CorpOnline, which is accessible via DLCP's Access DC Portal.

On the CorpOnline homepage select “Filings > Dissolve or Withdraw Entity” from the left menu. Search for the name of your entity and click on its name when it appears in the search results.

Fill in the required fields, provide payment information and submit. Note your entity’s registration must be in active and good standing in order to withdraw.

Registered Agent

8a. What is a registered agent and what are their responsibilities in the District of Columbia?

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

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.
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.
Provide trade name renewal notices required by Title 47, Chapter 28, related to Trade Name renewal.
Provide other notices and correspondence from government agencies.

8b. Who can act as a Registered Agent in the District of Columbia?

A registered agent can be a Commercial Registered Agent or a Non-Commercial Registered
Agent.
1. A "Commercial registered agent” means a person (an individual or domestic or foreign filing entity) who have filed “Listing of commercial registered agent” filing required under § 29-104.05 with Corporations Division.

A person or entity who represents more than 50 entities as a registered agent must become a Commercial Registered Agent by filing a form RA-1.

2. A "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.

8c. What are the address requirements for Registered Agents?

The Registered Agents (RA's) address must be physical street address in the District of Columbia. RA’s address may not be a PO Box, a third-party mailbox (ex. FedEx or UPS mailbox) or address outside the District.

8d. Can Entity act as its own Registered Agent if it has office address in the District of Columbia?

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

If a foreign entity is the registered agent for an entity, it must be registered with Corporations Division.

8e. 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 (including Professional Limited Liability Companies)
Non-Profit and For-Profit Corporations (including Professional and Benefit Corporations)
Limited Partnerships
Limited Liability Partnerships
General and Limited Cooperative Association
Statutory Trusts
Trade names

8f. 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 for more than 60 days.

8g. How do I become a commercial registered agent?

To become a commercial registered agent an individual or domestic or foreign filing entity must file a “Listing of commercial registered agent” form (an RA-1) required under § 29-104.05 with Corporations Division. This can be done on CorpOnline, under “Filings > Registered Agent Services” on the left menu.

Upon becoming a Commercial Registered Agent (CRA), the CRA will be able to start receiving notifications of agent appointment and resignation by email and have access to a CRA dashboard on CorpOnline.

8h. How do I make changes to my Commercial Registered Agent Listing (i.e. change of address)?

To make changes to a Commercial Registered Agent Listing, the commercial registered agent must file a Statement of Change of Commercial Registered Agent Form (an RA-5 form).

Commercial Registered Agents are able to file blanket statement of changes (form RA-5) and pay a lower fee per entity and perform changes on a wider scale.

These filings will be available on the CRA dashboard.

Fees and Refunds

9a. What are the Corporate Filing Fees?

For a list of Corporate Filing Fees, please consult this page.

Note filings can be cancelled or reversed if payment is reversed or returned.

9b. How can I get refund for my corporate filing?

To request a refund, please submit a Corporations Refund Request Application.

9c. On what legal authority may I submit a refund request?
Pursuant to D.C. Municipal Regulations Title 17, Chapter 708.1, the request for 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 Corporations division but intended for another recipient (ex. tax or license payments erroneously sent to Corporations division). “Erroneous” payment does not include the case where customers change his/her mind and wants to rescind the filing (remove the filing in order to get 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.

Service of Process

10a. What is Service of Process?

Service of Process is a legal process: legal orders, demands, notices, or other papers about court proceedings in the District of Columbia are served on an individual or organization.

10b. Who is the Superintendent of Corporations?

The Superintendent of Corporations is the head of the Corporations Division. As the Corporate Registrar for the District of Columbia, the Superintendent is charged with administering Title 29 and Title 47, Chapter 28, subchapter 1-C of the DC Code and with DC Municipal Regulations 17-6, 17—7 and 17-89.

10c. When and why would I serve the Superintendent of Corporations?

The Superintendent of Corporations at the District of Columbia Department of Licensing and Consumer Protection is designated to accept Service of Process on the Mayor's behalf pursuant to Mayor’s Order 2009-65 dated April 24th, 2009.

If domestic or foreign filing entity has the registered agent on record, that agent should attempt to be served before a service of process is delivered to the Superintendent.

Filing entities includes nonprofit and for-profit corporation, limited liability company, limited partnership, limited liability partnership, general cooperative association, limited cooperative association and statutory trust.

Service of Process can be mailed or delivered to DLCP’s Superintendent of Corporations, who may act as the substitute Registered Agent for a corporation, limited liability company, limited partnership, or limited liability partnership operating in the District, if any one of the following apply:

1. Represented entity failed to appoint or maintain a registered agent in the District; or

2. A represented entity's registered agent in the District cannot with reasonable diligence be found.

3. The company is not registered but operating within the District of Columbia.

10d. Who can be served by Superintendent of Corporations?

All domestic and foreign filing entities.

10e. How do I serve the Superintendent of Corporations?

Service of Process can be filed on CorpOnline. Select “Service of Process” from the left hand menu on the homepage, then select the “Service of Process” tile.

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