How to File a District of Columbia (DC) LLC or Corporation Amendment

When the time comes to make changes to your District of Columbia limited liability company (LLC) or corporation, you may need to go through the process of amending your formation document to reflect those changes. Part of this involves filing District of Columbia Articles of Amendment, or as DC refers to it, a Certificate of Amendment. Below, we’ll explain what you need to know about filing a Certificate of Amendment, why you might need to do so, and how we can help make the process easier.

Amending a DC LLC Articles of Organization

If you need to make changes to an LLC in the District of Columbia, we’ll show you how in this section. But if you need to amend a corporation in DC, keep scrolling to the section titled “Amending a DC Corporation Articles of Incorporation.”

Step 1: Determine if you need to amend your Articles of Organization

To create an LLC in the District of Columbia, you must file the Articles of Organization. This document is essentially the registration form for your LLC, which you file with the District of Columbia Department of Licensing and Consumer Protection (DLCP). The Articles of Organization lays the foundation for your LLC and provides the following information:

• Business name
• Business purpose
• Street address of the initial principal office
• Registered agent’s name and address
• Effective date
• Names and addresses of the controlling members or managers
• Any extra provisions you wish to include

Generally speaking, if you need to make changes to any of this information, then you’ll need to file the Certificate of Amendment. However, if you need to change your registered agent and/or registered office, you’ll instead file a Statement of Change of Registered Office or Registered Agent form to the DC Department of Licensing and Consumer Protection. 

Step 2: Identify and gather the information you need to amend

Before you start filing your paperwork, it’s helpful to narrow down what changes you need to make so you can have all the right information on hand. In DC, you’ll use the Certificate of Amendment form to make changes to an LLC. This form lets you make a variety of changes, from your business name to provisions you added to your original articles. Gathering information for these changes can help streamline your filing process.

If you’re going to change your name, for example, you’ll need to check what your official business name was. You’ll also need to confirm the spelling and designator you’re going to use for the new name.

The Certificate of Amendment also asks for the date when you filed your original Articles of Organization, so make sure you track that date down, too.

Why should I update my Articles of Organization?

Keeping your business compliant with state business regulations helps it maintain its entitlement to all of its legal benefits. When you file your entity as a legal LLC in the District of Columbia, all information included in your filing becomes public knowledge. If your information changes but you don’t update it, the public may not have accurate contact information.

Are there penalties if I don’t?

If the information in the original Articles of Organization changes, you must inform the DLCP. This is necessary for several reasons. For one, Articles of Organization are public record, so for contact purposes, the information needs to be accurate. Also, for compliance and auditing purposes, the information in the Articles of Organization must be up to date.

When an LLC doesn’t update its Articles of Organization, it may fall out of good standing with the DLCP. Thus, the DLCP won’t issue a DC Certificate of Good Standing (CGS), which verifies that an entity meets the regulatory requirements under DC law. 

There are certain business activities that require a CGS, such as applying for a loan, opening a bank account, and conducting business in another state. If DC won’t issue you a CGS, your LLC’s growth may be limited.

Step 3: File the Certificate of Amendment with the DLCP

Now it’s time to file your Certificate of Amendment paperwork. You can submit the form online, in person, or by mail to the Superintendent of Corporations of the Corporations Division of the DLCP. No matter how you file, you’ll need to fill in the information with the information you gathered in Step 2.

Since filing fees are subject to change, refer to the Corporate Fee Schedule on the DCRA’s website for the most accurate fee information. At the time of this writing, the filing fee is $220. If you file in person, you’ll automatically be charged an extra $100 for expedited processing. Once this form is filed, your amendment will go into effect.

Amending a DC Corporation Articles of Incorporation

Need to make changes to a DC corporation? We’ll show you how in this section.

Step 1: Determine if you need to amend your Articles of Incorporation

The Articles of Incorporation is the document that officially creates your corporation in the District of Columbia. Until this form is filed, your corporation won’t officially exist. This form asks for a variety of information, including:

• Your corporation’s name
• The number and classes of shares that your corporation is authorized to issue
• Name and address of the registered agent
• Any additional provisions you wish to include
• Names and addresses of each person who holds 10% or more of the shares, makes decisions for the business, or directly affects its day-to-day operations

Generally speaking, if you need to make changes to any of this information, you’ll need to file the Articles of Amendment. However, if you need to change your registered agent and/or registered office, you’ll instead file a Statement of Change of Registered Office or Registered Agent form to the DC Department of Licensing and Consumer Protection, Corporations Division (DLCP). 

Step 2: Identify and gather the information you need to amend

A corporation uses the Articles of Amendment to make changes. This form lets you make a variety of changes, including your business name, the shares the corporation can issue, and more. Basically, if the change is permitted by law, you can make it using this form.

Before you jump into the filing process, it’s a good idea to gather the information you need to make your changes. For example, if you’re going to be changing the business name, you’ll need to confirm what the official business name was, how you’ll spell your new one, and the designator you’ll use. The form will also ask you about the vote that approved this amendment and the date each amendment was approved.

Having this information on hand can help streamline your filing process.

Step 3: File the Articles of Amendment with the Department of Licensing and Consumer Protection

Now it’s time to file the paperwork. You can submit the form online, in person, or by mail to the Superintendent of Corporations of the Corporations Division of the DCRA. No matter how you file, you’ll need to fill in the information with the information you gathered in Step 2.

Since filing fees are subject to change, refer to the Corporate Fee Schedule on the DLCP’s website for the most accurate fee information. At the time of this writing, the filing fee is $220. If you file in person, you’ll automatically be charged an extra $100 for expedited processing. Once this form is filed, your amendment will go into effect.

District of Columbia Certificate of Amendment vs. Restated Articles of Organization/Articles of Incorporation

DC allows you to amend or restate your company’s Articles of Organization at any time, but what’s the difference? An amendment is an addition or update to your Articles of Organization, and all amendments become a part of the Articles. A restatement is a complete overhaul of the Articles that incorporates all amendments, resulting in a new set of Articles of Organization. Although the DLCP has a different restatement form, the filing fee and methods are the same as they are for an amendment. LLCs and corporations use different restatement forms.

District of Columbia Certificate of Amendment vs. Statement of Correction

If the contents of an LLC’s Articles of Organization or a corporation’s Articles of Incorporation contained an error at the time of filing, the document was defectively signed, or its electronic transmission was defective, DC law requires filing a Statement of Correction. The DCRA provides a Statement of Correction Form and allows you to file it online, in person, or by mail. For the most accurate fee information, check their website. 

We can  help keep your business compliant in the District of Columbia

A District of Columbia amendment requires filing the correct document based on the change(s) you want to make. We can help you amend your Articles of Organization or Articles of Incorporation with our amendment service so you stay compliant with DC law. And our Worry-Free Compliance service sends alerts to notify you of upcoming compliance and filing events. Plus, it covers your annual report and up to two business amendment filings per year. We understand how cumbersome all the filings and requirements can be, and that’s why we’re here.