Frequently asked questions about starting and running an LLC, or limited liability company.
Here are the steps you need to take to form an LLC in the District of Columbia. For more information on how to form an LLC in any state, see Nolo's article How to Form an LLC.
Under District of Columbia law, an LLC name must contain the words "Limited Liability Company" or the abbreviation "L.L.C."
Your LLC's name must be readily distinguishable from the names of other business entities already on file with the District of Columbia Corporations Division of the Department of Consumer & Regulatory Affairs (DCRA). Names may be checked for availability by searching the District of Columbia Corporations Division business name database.
An available name may be reserved for 120 days by paying a $50 fee. Reservations are made online on the District of Columbia Corporations Division website or by mail by filing Name Reservation Registration & Transfer, Form GN-3.
Every District of Columbia LLC must have an agent for service of process in the state. This is an individual or business entity that agrees to accept legal papers on the LLC's behalf if it is sued. The registered agent may be (1) an individual who resides in the District, (2) a business entity with an office in the District, or (3) a commercial registered agent registered in the District. The registered agent's address must be within the District, and the address given must be the physical street address. A member of the LLC may serve as the registered agent if the LLC's office address is within the District. You can find a registered agent in the District of Columbia by searching the Internet.
A District of Columbia LLC is created by filing Articles of Organization for Domestic Limited Liability Company, DLC-1, with the District of Columbia Corporations Division.
The certificate must include:
The Articles may be filed online or by postal mail. The filing fee is $220.
An LLC operating agreement is not required in the District of Columbia, but is highly advisable. This is an internal document that establishes how your LLC will be run. It sets out the rights and responsibilities of the members and managers, including how the LLC will be managed. It can also help preserve your limited liability by showing that your LLC is truly a separate business entity. In the absence of an operating agreement, District of Columbia LLC law will govern how your LLC operates. An operating agreement does not need to be filed with the Articles of Organization.
Additional tax and regulatory requirements may apply to your LLC. These may include:
EIN: If your LLC has more than one member, it must obtain its own IRS Employer Identification Number (EIN), even if it has no employees. If you form a one-member LLC, you must obtain an EIN for it only if it will have employees or you elect to have it taxed as a corporation instead of a sole proprietorship (disregarded entity). You may obtain an EIN by completing an online application on the IRS website. There is no filing fee.
Business Licenses: According to the Department of Consumer and Regulatory Affairs, to operate legally in the District of Columbia, a business must be licensed. The necessary license will vary depending on the kind of business. In many cases, you'll need a Basic Business License (BBL). For more detailed information, including lists of business license categories, check the Basic Business License (BBL) area of the DCRA website. See also Nolo's article How to Get a Small Business License in Washington, D.C.
Register with Office of Tax and Revenue: In some cases, for example if you will be selling goods and collecting sales tax or if you have employees, you'll need to register with the District of Columbia Office of Tax and Revenue (OTR). You must register online using Form FR-500, New Business Registration. For more information on state LLC tax registration, check Nolo's article, District of Columbia LLC Annual Filing Requirements.
District of Columbia LLCs and foreign LLCs registered in the District must submit a report biannually with the Department of Consumer and Regulatory Affairs, along with a registration fee of $300. The report is filed using Two-Year Report for Domestic & Foreign Filing Entity, Form BRA-25. It must include:
The first biennial report must be filed by April 1 of the year following the calendar year in which the LLC was formed or registered to do business in the District. Subsequent biennial reports must be filed by April 1 of each second calendar year. The report can be filed online, or by mail.