Registration and incorporation of business entities in the District of Columbia is governed by Title 29 of the Code of the District of Columbia, also referred to as the Business Organizations Act.
Specifically, the process of completing the Articles of Incorporation for corporate entities is governed by section 29-302.02 of the D.C. Code. Once complete, the Articles of Incorporation must then be filed with the District of Columbia Department of Consumer and Regulatory Affairs (DCRA). But do keep in mind that information included and filed as part of your Articles of Incorporation will be public record.
Completing and filing Articles of Incorporation for your business is one of the many vital steps necessary to form a corporation in the District of Columbia. Thus, it’s imperative that you take caution to properly comply with the rules and regulations regarding incorporation in our nation’s capital.
If you don’t know how to get started on completing and filing your District of Columbia Articles of Incorporation, you’re not alone. District of Columbia incorporation documents are important legal documents, and many new business owners understandably feel overwhelmed by the process.
ZenBusiness is here to help. We’ll walk you through the Articles of Incorporation form and show you how our products and services can help you grow your new business.
How to Complete the Articles of Incorporation Form
The Articles of Incorporation for your D.C. corporation can be filed in person, by mail, or online. However, due to the ease of filing and quicker turnaround time, online filing is generally the preferred method among most business owners.
However, before you even get to filing, the first step is to complete the appropriate District of Columbia Articles of Incorporation form. The process is slightly different for domestic and foreign corporations, so we’ve included an overview of both below.
Instructions for Domestic Corporations
A domestic corporation, for the purposes of your District of Columbia Articles of Incorporation, is one that is formed in the District of Columbia.
To complete the Articles of Incorporation form, the first thing you will need to provide is an appropriate corporate name for your business. Specifically, the chosen corporate name must:
- Contain the word “corporation,” “incorporated,” “company,” “limited,” or the abbreviation “Corp.,” “Inc.,” “Co.,” or “Ltd.”
- Be distinct from any other filing entity currently being used within the District
- Not be a name already reserved by another entity
Unfortunately, there is always a possibility that the name you’ve selected for your corporation is already taken. However, it’s better to figure this out early on in the process rather than after you’ve already submitted your Articles of Incorporation. You can check the Business Lookup website through the D.C. Business Center to verify your name availability before filing.
If your desired name is still available, ZenBusiness can help you get your business name reserved. That way, no other entities can take it while you get everything else in order to start your corporation.
In addition to your corporation name, you will also need to provide:
- The number of shares that the corporation is authorized to issue and the par value of each share (note: if no value is listed, then each share will be valued at $1 for the purposes of determining the filing fee)
- The name and address of a registered agent for the corporation in the District of Columbia, which you can set up through ZenBusiness’s registered agent services
- The names and addresses of each person who has interest in or control over the corporation
- The name, address, signature, and date of the person completing the form
There’s also an optional section to include any miscellaneous provisions you wish to provide, such as whether the corporation wishes to be a benefit corporation.
Instructions for Foreign Corporations
A foreign corporation is one that is already formed in another jurisdiction outside the District of Columbia.
Rather than Articles of Incorporation, a foreign corporation must file what is called a Foreign Registration Statement Form (Form FN-1) before it can transact business within the District of Columbia. In this form, you must provide the following information:
- Entity name
- Entity type
- Alternate entity name (if the true legal name isn’t available in the District of Columbia)
- The state/province and country under which the foreign corporation was lawfully organized
- Date of organization
- Date upon which the foreign entity started or plans to start transacting business within the District of Columbia
- Your registered agent’s name and the address of their registered office in the District of Columbia
- A brief description of the proposed activity the company plans to transact within the District of Columbia
- Names and addresses of each person who has an interest in or control over the foreign entity
- The date, name, signature of the Governor or Authorized Person completing the form
Foreign entities must also attach a supplemental form — an original Certificate of Good Standing, also referred to as a Certificate of Existence or Certificate of Status in some states, from the Registration Authority in the state/province/country in which the business is incorporated. Importantly, this Certificate of Good Standing may not be more than 90 days old and must be filed together with the Foreign Registration Statement Form to be considered complete.
How to Submit Your Form
Both the Articles of Incorporation and the Foreign Registration Statement Form may be filed either by mail or online.
If submitting by mail, note that you can’t pay your fee by credit card, as you must include the required payment when mailing the completed form. You can mail forms and required payments to the following address:
Department of Consumer and Regulatory Affairs
P.O. Box 92300
Washington, DC 20090
However, if you’re submitting online using the CorpOnline Service, you can do everything, from filing to payment with credit card, directly online.
There is a flat filing fee for a Foreign Registration Statement. However, the fee for filing Articles of Incorporation for a domestic corporation will vary depending on the amount of capital authorized.
These fees are subject to change, so check with the Corporations Division Fees website for current fees.
Approximate Turnaround Time
Online filings are generally the easiest way to file your District of Columbia Articles of Incorporation. The Corporations Division will typically process filings within 15 business days from the date of submission. However, customers may pay for 1- or 3-day expedited processing for certain filings.
Mail-in filings also have a standard estimated turnaround time of 15 business days. But do note that this is from the date of receipt of the filing by Corporations Division staff. Thus, depending on mailing delays and other factors, mailing is usually the slowest method of filing.
The Corporation Division also authorizes walk-in filings, which will be processed and either approved or rejected while you wait. However, expedited fees will apply to walk-in customers for one- or three-day service.
Be advised that these are only approximate average turnaround times for corporate filings in the District of Columbia. The actual turnaround time may vary depending on a variety of factors.
Need help completing the Articles of Incorporation for your business?
Starting a corporation is hard work, but ZenBusiness is here to help. With our business formation plans, you can rest easier knowing that ZenBusiness will help you complete and file your Articles of Incorporation and stay legally compliant moving forward.
District of Columbia Articles of Incorporation FAQs
What does it cost to incorporate in the District of Columbia?
The fees to incorporate a domestic business corporation in the District of Columbia vary depending on the amount of capital authorized. On the other hand, a foreign corporation can file a Foreign Registration Statement for a flat fee. However, these fees are subject to change, so check with the DCRA periodically.
How long does the incorporation process take in the District of Columbia?
Processing a filed Articles of Incorporation generally takes around 15 business days or three full weeks. However, this turnaround time may fluctuate depending on a variety of factors. If you need a quicker turnaround, the DCRA also offers expedited 3-day or same-day service for a fee.
Who processes the District of Columbia Articles of Incorporation?
District of Columbia Articles of Incorporation are processed by the Department of Consumer and Regulatory Affairs, Corporations Divisions.
What District of Columbia statute governs the District of Columbia Articles of Incorporation?
The Business Organizations Act is codified at Title 29 of the Code of the District of Columbia. Specifically, D.C. Code section 29-302.02 governs District of Columbia Articles of Incorporation.
Do I need an attorney to file the District of Columbia Articles of Incorporation?
No, you aren’t legally required to have an attorney to file your District of Columbia Articles of Incorporation. In fact, with the help of ZenBusiness, you can file your Articles of Incorporation on your own.