A DC corporation annual report, also called The District of Columbia Corporation Biennial Report, is a form that is required by law to be filed every two years for any corporation located within the District of Columbia. The Biennial Report must be filed with the District of Columbia Department of Consumer and Regulatory Affairs.

The District of Columbia Department of Consumer and Regulatory Affairs requires that certain corporation information is updated periodically including:

  • The names of the officers and directors of the corporation.
  • The name of the registered agent assigned to represent the corporation.
  • The principal office address of the corporation.
  • The nature of the business and the corporation's purpose.

The due date with the District of Columbia Department of Consumer and Regulatory Affairs is April 1 of the second year after incorporation occurred and every two years after that. The report must be filed by mail, in-person, or online even if there hasn't been a change in any information during the prior two-year timeframe. The report filing fee for a for-profit company is $300 and $80 for nonprofits. If the report is not filed or filed late, late filing fees will be assessed on the corporation. Depending on the company type, additional renewal terms, fees, and taxes may be incurred.

Ongoing Corporation Requirements

Corporations formed in the District of Columbia must keep the following documentation at the office of the corporation's registered agent or at the principal place of business:

  • All books and records of account.
  • All shareholder and director meeting minutes.
  • A record of all shareholders with their names, addresses, and the class of share they each hold.

At the end of the corporation's tax year, a franchise tax is due by the fifteenth day of the fifth month. The franchise tax has a minimum amount of $100. Most businesses will need a business license or permit and an Employer Identification Number (EIN) if they have employees. The EIN is a requirement for most banks in order to open a business bank account. A state tax identification number is not required. An initial report or publication for corporations in the District of Columbia is also not a requirement.

The District of Columbia does not require a state-level S corporation election, nor does it recognize the federal S corporation election. The S corporation is only for federal tax purposes and not at the state level. The corporation will be a C corporation for state purposes. An S corporation is possible within the District of Columbia.

Corporation Requirements

When naming a corporation, the District of Columbia states that the names cannot be similar to other existing corporations. Certain restricted phrases or words like Bank, Insurance, and Trust must be approved by the state prior to use. The name must also include an approved designation. Examples include:

  • Co.
  • Company
  • Corp.
  • Corporation
  • Inc.
  • Incorporated
  • Limited
  • Ltd.

The required documents, the Articles of Incorporation and a Written Consent to Act as Registered Agent, must be filed with the District of Columbia. Important information to know when setting up a corporation includes:

  • The minimum number of directors required and their expected qualifications.
  • If the directors must also be shareholders, although this is not required if not stipulated.
  • The names and addresses of the directors must be listed in the articles of incorporation.
  • If the directors, in lieu of holding a meeting, act in writing.

The corporation's main office must be within the District of Columbia.

Limited Liability Company Requirements

Limited Liability Companies in the District of Columbia cannot have names that are similar to other existing corporations, reserved limited liability companies, limited partnerships, or be a fictitious forced name. Certain phrases or words are restricted and require special approval by the District of Columbia including Bank, Insurance, and Trust. All LLC's within the District of Columbia must end with an approved designation such as:

  • L.L.C
  • LLC
  • Limited Liability Company

LLCs must have one or more members or managers as a minimum. Unlike corporations, the main or principal office of the LLC is permitted to be located outside the state.

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