How to Form an LLC in the District of Columbia
To form an LLC in Washington D.C., here's everything you need to know.
1. Choose a Name for Your 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 Form GN-3 (Name Reservation Registration & Transfer).
2. File Articles of Organization
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 LLC's name and address; the name and address of the LLC’s registered agent, the name and address of the organizer; the name of at least one LLC member; and whether the LLC will have one or more series.
The filing fee is $220.
3. Appoint a Registered Agent
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.
All of the paperwork and procedural steps to start a limited liability company in D.C. can be done online using Nolo's D.C. Online LLC Formation application.
4. Prepare an Operating Agreement
An LLC operating agreement is not required in District of Columbia, but is highly advisable. For help creating an LLC operating agreement, see Form Your Own Limited Liability Company, by Anthony Mancuso (Nolo) or use Nolo’s Online LLC. If an operating agreement is created, it need not be filed with the Articles of Organization.
5. Publication Requirements
6. Comply With Other Tax and Regulatory Requirements
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 so-called Basic Business License. For more detailed information, including lists of business license categories, check the Business Licensing & Registration area of the DCRA website.
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 can register either online (through the Electronic Taxpayer Service Center (eTSC)) or on paper (using Form FR-500, Combined Registration Application for Business DC Taxes/Fees/Assessments). For more information on state LLC tax registration, check Nolo's article, LLC Annual Report and Tax Filing Requirements: A 50-State Guide.
7. File Biennial Reports
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 LLC’s name and the state or country where it was initially organized
- the name and address of the LLC’s registered agent
- a brief statement of the LLC’s business affairs conducted in the District
- the address of the LLC’s principal office
- the names and business addresses of any managers
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.
8. Foreign LLCs Doing Business in District of Columbia
All LLCs organized outside of District of Columbia must register with the superintendent of Corporations of the District of Columbia Regulatory Affairs agency to do business in District of Columbia. Foreign LLCs must appoint a registered agent for service of process physically located in District of Columbia. To register, file a Foreign Registration Statement. The statement may be filed online, or by mail. The filing fee is $220.