How to Form an LLC in the District of Columbia

Here are the steps you need to take to start a limited liability company (LLC) in Washington D.C..

A limited liability company (LLC for short) is a way to legally structure a business. It combines the limited liability of a corporation with the flexibility and lack of formalities provided by a partnership or sole proprietorship. Any business owner who seeks to limit his or her personal liability for business debts and lawsuits should consider forming an LLC.

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.

  1. Choose a name for your LLC.
  2. Appoint a registered agent.
  3. File Articles of Organization.
  4. Prepare an operating agreement.
  5. Comply with tax and regulatory requirements.
  6. File biennial reports.

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 Name Reservation Registration & Transfer, Form GN-3.

2. 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.

3. 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
  • the street address of the LLC's principal office
  • the name and address of the LLC’s registered agent
  • the effective date of the Articles--upon filing or a later date
  • the name and address of the LLC's organizer, and
  • the organizer's signature.

The Articles may be filed online or by postal mail. The filing fee is $220.

4. Prepare an Operating Agreement

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.

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.

5. 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 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.

6. 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.

7. 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, Form FN-1. The statement may be filed online or by mail. The filing fee is $220.

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