How to Form a D.C. Nonprofit Corporation

Most nonprofits are 501(c)(3) corporations, meaning they're formed for religious, charitable, scientific, literary, or educational purposes and are eligible for federal and state tax exemptions. To create a 501(c)(3) tax-exempt organization, first you need to form a Washington, D.C. nonprofit corporation. Then you must apply for tax-exempt status from the IRS and the District of Columbia.

While the requirements for forming nonprofits vary, you can generally follow the steps below to create your D.C. nonprofit.

1. Choose a Name for Your Washington, D.C. Nonprofit Corporation

Washington, D.C., like many states, has rules about what you can and can't name your nonprofit. When choosing a name for your nonprofit, make sure you follow D.C.'s nonprofit corporation laws.

Your Nonprofit Name Must Be Distinguishable

Under Washington, D.C. law, the name of your nonprofit corporation can't be the same as or too similar to an existing business's name on record with the records of the Mayor of D.C. These names include ones that are reserved, registered, or assumed. (D.C. Code § 29-103.01 (2025).)

You can search registered corporations through D.C.'s Department of Licensing and Consumer Protection (DLCP) website. You must create an Access DC account to log onto the DLCP's CorpOnline. Once you log onto CorpOnline, you can also register your business, file reports, and order documents for your nonprofit.

Reserve Your Nonprofit's Name

You can reserve an available name for your nonprofit for 120 days. You're not required to reserve a name. This step is optional. (D.C. Code § 29-103.03 (2025).)

You can reserve your nonprofit name by filing a Name Reservation Application (Form GN-3) with the DLCP. You can mail in a paper application or file a name reservation online through CorpOnline. As of 2025, the filing fee to reserve a name for your nonprofit is $40.

Register Your Nonprofit's Trade Name (DBA)

When your nonprofit does business, you don't have to use your nonprofit's legal name registered on its formation paperwork. Instead, you can use a different name for your business—sometimes called a "trade name" or a "DBA," (short for doing business as), "assumed name," or "fictitious name."

If your nonprofit uses a trade name in Washington, D.C., you must file a Trade Name Registration Form (Form TN-1) with the DLCP. You can mail in a paper trade name registration form or file a trade name registration online through CorpOnline. As of 2025, the filing fee to register a trade name for your nonprofit is $55.

(D.C. Code § 47-2855.02 (2025).)

2. Appoint the Initial Directors for Your Nonprofit Corporation

Every Washington, D.C. nonprofit corporation must have a board of directors. D.C. law requires a minimum of three directors. The IRS also prefers that organizations seeking tax-exempt status have at least three directors. You should try to appoint an odd number of directors to prevent voting ties.

For the most part, your corporation's articles of incorporation or bylaws can outline specifics for directors, such as:

• the number of directors (it can be a set number or a range)
• the rights, duties, and powers of directors
• the term of directors
• the qualifications for directors
• the election, designation, and appointment of directors, and
• the meetings of the board of directors.

(D.C. Code §§ 29-406.01 and following (2025).)

3. Prepare and File Your Nonprofit's Articles of Incorporation

You create your Washington, D.C. nonprofit entity by filing nonprofit Articles of Incorporation with the DLCP. Your articles of incorporation must include the following information:

• the name of your nonprofit
• either the name of your nonprofit's commercial registered agent, the name and address of your nonprofit's noncommercial registered agent, or the title and address of your nonprofit's employee or officer who will serve as the registered agent
• a statement that your corporation is incorporated as a nonprofit corporation
• the name and address of each incorporator, and
• a statement as to whether your nonprofit will have members.

(D.C. Code § 29-402.02 (2025).)

Include IRS-Specific Nonprofit Language in Your Articles

To receive tax-exempt status from the IRS, you'll need to have certain specific language in your articles, including:

• a statement of purpose that meets IRS requirements
• statements that your nonprofit will not engage in activities unrelated to its exempt purposes or in prohibited political or legislative activity, and
• a dissolution clause dedicating the corporation's assets to another 501(c)(3) organization or to the government upon dissolution.

You can include these statements under Article 6: Miscellaneous Provisions or as an attachment.

For more guidance, the IRS has published suggested language for corporations to use in their articles of incorporation. You can also find sample language for these clauses approved by the IRS in the Instructions for IRS Form 1023-EZ, (see Part II).

How to File Your Nonprofit's Articles of Incorporation With the DLCP

You can use the articles of incorporation form (Form DNP-1) that the DLCP provides for your nonprofit. You can find the articles and other relevant downloadable forms on the DLCP's domestic nonprofit organization forms page.

The form includes brief instructions to help you fill out the articles. Complete the form and mail or hand-deliver your articles to the DLCP following the instructions provided. You can also file your articles online via CorpOnline.

As of 2025, the filing fee for a Michigan nonprofit corporation's articles of incorporation is $80.

4. Prepare Bylaws for Your Washington, D.C. Nonprofit Corporation

You should draft and adopt initial bylaws for your nonprofit corporation. Your nonprofit's initial directors or members can adopt the initial bylaws. (D.C. Code § 29-402.06 (2025).)

Your bylaws contain the rules and procedures your corporation will follow for:

• holding meetings
• electing officers and directors
• adopting, amending, and repealing the bylaws, and
• taking care of other corporate formalities.

You can draft the bylaws yourself. You can use free and inexpensive samples online (including our nonprofit bylaws form) to help you. You can also recruit an experienced business lawyer to draft the bylaws for your nonprofit.

You don't need to file your bylaws with the district—this document is your internal operating manual.

For more information on this nonprofit formation document, see our article about articles of incorporation, bylaws, and organizational minutes.

5. Hold a Meeting of Your Board of Directors

After incorporating your nonprofit, you must hold an organizational meeting to complete the organization of your nonprofit. If initial directors (or members) are named in your articles, then they'll hold this meeting at the call of a majority of the directors (or members). If initial directors or members aren't named, then the incorporators must hold the meeting at the call of a majority of the incorporators.

The board, members, or incorporators should take such actions as:

• electing the directors (if none have yet been appointed)
• approving the bylaws
• appointing officers
• setting an accounting period and tax year, and
• approving initial corporation transactions, such as opening a corporate bank account.

(D.C. Code § 29-402.05 (2025).)

After the meeting is completed, create meeting minutes that accurately record the actions taken by the board. You should set up a corporate records binder for your nonprofit to hold important documents such as your articles of incorporation, bylaws, and meeting minutes.

6. Apply for an EIN From the IRS

Your nonprofit corporation must obtain a federal employer identification number (EIN). You'll need an EIN to complete your application for federal tax exemption (discussed below).

You can obtain an EIN by completing an online EIN application on the IRS website. There's no filing fee.

7. Obtain Your Federal and State Tax Exemptions

After legally forming your nonprofit corporation, you can obtain your federal and D.C. tax exemptions. Here are the steps you must take to obtain your tax-exempt status.

Some nonprofits decide to reach out to a business or tax attorney at this stage. While you can form a nonprofit on your own, you might also find it useful to consult with a legal or tax professional. A business lawyer can help you complete the necessary steps to form and manage your nonprofit.

File Your Form 1023 Federal Tax Exemption Application

To obtain federal tax-exempt status from the IRS, you'll need to complete and file IRS Form 1023, Application for Recognition of Exemption Under Section 501(c)(3) of the Internal Revenue Code. This long and detailed form asks for a lot of information about your organization, including its history, finances, organizational structure, governance policies, operations, activities, and more.

Smaller nonprofits might be eligible to file Form 1023-EZ, Streamlined Application for Recognition of Exemption under Section 501(c)(3) of the Internal Revenue Code. This application is a much simpler, shorter form that's filed online. Only smaller nonprofits—those with projected annual gross receipts of less than $50,000 and total assets of less than $250,000—are eligible to use the streamlined 1023-EZ application.

See the IRS website for more information on the Form 1023 and Form 1023-EZ filing requirements.

Register Your Nonprofit for Taxes in Washington, D.C.

Though your nonprofit might qualify for D.C. tax exemptions, you still need to register your business with the D.C. Office of Tax and Revenue (OTR). Submit an FR-New Business Registration to the OTR to register your nonprofit in the District of Columbia. You'll need basic information about your nonprofit to complete the registration process.

Washington, D.C. Tax Exemptions

If your nonprofit has received a 501(c)(3) tax exemption, it'll likely qualify for exemptions from the following taxes in Washington, D.C.:

• Income and franchise tax: Your nonprofit will still need to pay taxes on unrelated business income, if it has any.
• Sales and use tax: Your 501(c)(3) organization doesn't have to pay sales tax on purchases if it's located in D.C., has an exemption certificate at the time of purchase, and uses the purchases for the nonprofit's tax-exempt purpose.
• Property tax: Your nonprofit is exempt from personal property tax as long as the property isn't used to produce unrelated business income.

To qualify for these three areas of tax exemption, your nonprofit must file an Application for Exemption (Form FR-164) with the OTR. You must include a copy of your nonprofit's IRS 501(c)(3) determination letter with your application. You can mail in a completed paper application or submit the form online through D.C.'s online tax portal, MyTax DC.

You can read more in the exemptions section of the OTR website.

8. Obtain a Basic Business License for Charitable Solicitations

Your nonprofit, unless exempt, must apply for a basic business license (BBL) for charitable solicitations. (D.C. Code § 44-1703 (2025).)

To apply for a BBL under charitable services, you must have:

• an EIN
• your IRS 501(c)(3) determination letter
• a tax number with the D.C. Office of Tax and Revenue (OTR)
• a Certificate of Occupancy or Home Occupation Permit
• a debt to the D.C. government of more than $100, and
• the required licensing fee (if any).

Your BBL application also requires either a Certificate of Occupancy or a Home Occupation Permit, depending on your nonprofit's location. If you run your nonprofit out of your home, then you'll need a Home Occupation Permit. However, it's more likely that your nonprofit will operate out of a physical location. If you have a commercial location for your nonprofit, you must receive a Certificate of Occupancy from the Permits Division of the Department of Buildings.

You can apply for a BBL online through My DC Business Center. You must renew your license every two years.

You can learn more about the licensing process on the DLCP's business licensing FAQ webpage.

Exemptions to the Charitable Solicitation License Requirement

Some 501(c)(3) nonprofits are exempt from the BBL requirement, including:

• any nonprofit that doesn't receive more than $25,000 (adjusted annually) in charitable contributions in a calendar year and fundraises only through volunteers
• churches and religious organizations that solicit only for religious and educational purposes
• nonprofits that fundraise among their own membership.

(D.C. Code § 44-1703 (2025).)

Applying for Other Licenses and Permits

If your nonprofit plans to solicit or receive donations in other states, then you might have nonprofit filing and reporting obligations in those states as well. For more information about fundraising registration requirements in all 50 states, see Nonprofit Fundraising Registration Digital Guide, by Ronald J. Barrett and Stephen Fishman (Nolo).

In addition to obtaining a BBL and other licensing for charitable solicitations, your nonprofit might need to apply for certain tax, professional, occupational, or other regulatory licenses at the local, state, or federal levels.