District of Columbia corporation amendments

How to Amend District of Columbia Articles of Incorporation

District of Columbia law requires corporations to keep vital information up to date. Learn how to amend your Articles of Incorporation and how we can help you stay compliant.

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Articles of Incorporation are the first step to officially establishing your District of Columbia corporation. This document encompasses all the fundamental information about your business. Articles of Incorporation are important because they inform the state of the key aspects of your business including the purpose of the company, stock authorization information, registered agent contact information, and names of incorporators. If you’re in the process of forming your corporation, our District of Columbia corporation formation services can help you streamline the process.

Step 1: Determine if you need to change your District of Columbia Articles of Incorporation

Having current Articles of Incorporation is important to maintaining consistency and accuracy in your business structure. This is true both for state records and also for internal use. If your Articles of Incorporation are inconsistent with the actual workings of your corporation, this can be confusing and misleading to shareholders.

If your corporation doesn’t maintain accurate records, it can fall out of compliance. Lack of compliance can prevent your business from receiving a Certificate of Good Standing. This certification may be required by investors when raising capital.

Step 2: Gather information for your District of Columbia Amendment

A District of Columbia corporation may amend any of the information that was presented on the original Articles of Incorporation. This information may include:

  • Name of your corporation 
  • Authorization of shares 
  • Miscellaneous provisions such as classes of shares

You may include supplemental attachments to the document to be thorough and clear on all changes. Articles of Amendment may not change the registered agent information, incorporators, or directors. 

Step 3: Complete a District of Columbia Registered Agent Form

Registered agents are required for all District of Columbia corporations. The registered agent receives all legal correspondence for a company. If you choose to change your registered agent, you will need to file an RA-3, Statement of Change of Registered Office or Registered Agent with the Department of Consumer & Regulatory Affairs, Corporations Division (DCRA). If you don’t have a registered agent or need to find a new one, consider using our registered agent service to take one more thing off your shoulders. 

Incorporator, Director, and Business Address Amendments

Changes to incorporator or director names or contact information may be included in the corporation’s biennial report along with changes to the corporation’s principal place of business. 

Your District of Columbia biennial report must be submitted to the Department of Consumer and Regulatory Affairs by April 1st of the first year of incorporation and every two years thereafter. Failure to submit may result in fees or revocation. To help avoid this, we offer an annual report filing tool that can help you stay compliant. 

Step 4: Submit District of Columbia Articles of Incorporation Amendment 

District of Columbia Articles of Incorporation Amendments are submitted using Form DBU-2. There are several pieces of information you will need to include:

  • Name of the corporation
  • The text of each amendment adopted
  • Provisions for implementing any exchange, reclassification, or cancellation of issued shares
  • The date of each amendment’s adoption 
  • The method of amendment adoption
  • Authorized person’s name and signature

The form can be submitted via mail to:

Department of Consumer and Regulatory Affairs 
PO Box 92300 
Washington, DC 20090

Electronic filing is also available using CorpOnline Service. 

Cost of Filing a District of Columbia Articles of Incorporation Amendment

​The cost of filing your District of Columbia Articles of Incorporation Amendment depends on whether you alter shares and by how much. The Corporations Division of the Department of Consumer and Regulatory Affairs maintains a list of current fees.

Normal processing time is 15 business days. You can have the amendment processed in one day or three days if you pay an expedite fee.

Reinstatement of Articles of Incorporation

It may be simpler in some circumstances to reinstate your entire Articles of Incorporation. This allows you to have all the amendments reflected in a single document. The reinstated District of Columbia Articles of Incorporation still require shareholder approval. Filing fees are the same as the fees to amend District of Columbia Articles of Incorporation. 

We can help! 

It’s important to understand how to amend District of Columbia Articles of Incorporation when needed to remain compliant and avoid any confusion. We can help ease the burden of compliance and amendments with our Worry-Free Compliance service. 

Disclaimer: The content on this page is for information purposes only, and does not constitute legal, tax, or accounting advice. If you have specific questions about any of these topics, seek the counsel of a licensed professional.

FAQs

  • What entities may need to file a District of Columbia Amendment to Articles of Incorporation?

    For-profit and non-profit foreign and domestic corporations will need to file a District of Columbia Amendment to Articles of Incorporation if changes need to be made to the original Articles of Incorporation.

  • How much does it cost to file a District of Columbia Amendment to Articles of Incorporation?

    The filing fee to amend the Articles of Incorporation depends on whether the amendment involves increasing shares of your District of Columbia corporation and by how much. Current fees can be found at dcra.dc.gov.

  • Who can file a District of Columbia Amendment to Articles of Incorporation?

    Shareholders vote to ratify amendments. The amendment can be filed by an authorized person who certifies that the information is correct. False information on the document is punishable by criminal penalties of a fine up to $1000, imprisonment up to 180 days, or both, under DCOC § 22-2405.

  • Where do I file a District of Columbia Amendment to Articles of Incorporation?

    District of Columbia Amendment to Articles of Incorporation Form DBU-2 can be submitted via mail to:

    Department of Consumer and Regulatory Affairs
    Corporations Division
    PO Box 92300
    Washington, DC 20090

    Electronic filing is also available using CorpOnline Service at corponline.dcra.dc.gov.

  • Is a District of Columbia Amendment to Articles of Incorporation the same as an annual report?

    An annual report isn’t the same as a District of Columbia Amendment to Articles of Incorporation. Business principal address, board of directors, and incorporator information must be changed on the District of Columbia biennial report.

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