Start a District of Columbia (DC) Corporation

Step 1: Name Your District of Columbia Corporation

The first step you’ll need to take in forming your Washington, D.C. corporation is deciding on a name. This part of the process generally allows for more creative thinking and lets you really narrow in on a name that suits your brand and line of service. You may already have a few names in mind.

Create a list of business names

We recommend compiling all of your name options into a list and ensuring they meet Washington, D.C. guidelines, such as not including the word “FBI” in the title. Once your list is ready, you’ll need to do a quick online search to determine if your chosen names are available. Let’s go over how to do that.

Create an account with the Department of Consumer and Regulatory Affairs

In Washington, D.C., you must opt for a unique corporation name, so you’ll want to start at the District of Columbia’s Department of Consumer and Regulatory Affairs (DCRA) online portal. You’ll need to create an account, after which you can perform a corporation name search. Narrow down the names on your list based on availability, then select the name you like most.

Include a corporation designator

Once you have your name, you’re ready to add an official corporation designator to the end. Corporation designators include:

• Corporation
• Corp.
• Limited
• Ltd.
• Incorporated
• Inc.
• Company
• Co.

If you decided to name your company “DC Investigative Services,” for example, this name would become “DC Investigative Services, Inc.” You can select any of the above designations. Keep in mind that you cannot use a designator that implies your business type is something else, like an LLC.

Reserve your corporation’s name

Once your name is finalized, you may want to reserve it to ensure no other corporation takes it. You’ll need to fill out a Name Reservation and Transfer Form and submit it online through the D.C. web portal or mail it. The filing fee is $50. Your corporation name reservation is valid for up to 120 days.

Additional Considerations

There are a few other decisions you might want to make once your corporation name is reserved:

• Get a domain name – If you plan on creating a website for your Washington, D.C. corporation, you’ll need to find an available web domain. To do this, you can conduct a free domain search. Once you’ve found a domain, you can register it with us.
• Get a “trade name” – If you want to conduct business or sell products or services under a name that differs from your official corporation name, you’ll need to register a “doing business as” (DBA) name. In the District of Columbia, a DBA name is called a “trade name.” You can secure a trade name online for $55 via the government web portal. Learn more about trade names in Washington, D.C.
• Apply for a trademark – If you want to trademark your corporation’s name, you’ll first need to perform a search for any existing trademarks on the name. If no trademark exists, you’ll register on the United States Patent and Trademark Office (USPTO) website. There is no D.C. trademark law, so registration is automatically at the federal level.

Step 2: Appoint Directors

Now, you’re ready to appoint directors for your corporation. You’ll be required to appoint at least one director to your Washington, D.C. company to act on your business’s interests. You can also appoint multiple directors or a board of directors. Directors will help manage your corporation and should always act within the best interests of the company and shareholders. 

Designating an Incorporator

You’ll also designate an incorporator who will sign your company’s Articles of Incorporation. This individual can be an owner or director but does not have to be.

Step 3: Choose a District of Columbia Registered Agent

Once you’ve selected a name, director(s), and an incorporator, it’s time to move on to choosing your registered agent.

Registered Agent Requirements

All states require corporations to select a registered agent, and the District of Columbia (although not a state) is no different. Your corporation’s registered agent will work on your behalf as a go-between for the local government and your company. The registered agent will accept legal paperwork (such as notice of a lawsuit) and important communications from the government and pass them along to your corporation at an appropriate time. Having a registered agent keeps your business compliant, so it’s important to have one at all times during its existence.

Registered Agent Requirements

In order to serve as a registered agent, the following requirements must be met:

• A registered agent must have an operating address in the District of Columbia.
• The registered agent must also be over 18 and available during normal business hours (9 a.m. to 5 p.m., Monday through Friday).
• The registered agent cannot use a P.O. box as their operating address — they must have a physical location in D.C. 

Can I be my own registered agent?

Yes, you can be your own registered agent or you can appoint someone in your corporation to be the business’s registered agent as well, but there are many reasons businesses often choose an outside registered agent. Here are a few benefits you’ll receive by working with an outside registered agent service:

• Privacy: When you decide to serve as your own registered agent in D.C., some of your private information will become public.
• Protection: If you act as your own registered agent, your operating address will most likely be your office address. This means the government could contact you during regular business hours with important legal papers, like a summons or subpoena. Receiving sensitive documents such as these could interrupt or hurt business deals or relationships if clients or investors are present.
• Flexibility: As your own registered agent, you’re required to keep normal working hours at your operation address. This leaves you tied to your desk, instead of working different hours, traveling, or prospecting outside of the office.

Step 4: File District of Columbia Articles of Incorporation

Now that you’ve chosen a registered agent for your corporation, you can register your business with the government by filing your Articles of Incorporation. This form allows the government to recognize your corporation officially, so you can open for business.

How to File

You can file your Articles of Incorporation online via the District of Columbia portal. To submit this document, you’ll need the below handy:

• Your official corporation name. Make sure your designator (Inc., Co., etc.) is included.
• Your registered agent’s name and address. Supply your agent’s full name and operating address, which must be in the D.C. area.
• Your corporation’s number of authorized shares. List the number of shares your company plans to authorize.
• Names and addresses. Detail the full names and addresses of all shareholders, directors, and officers that meet the criteria listed in the instructions on the form.
• The incorporator’s signature. All of the incorporators must list their names and addresses and sign and date the form.

Filing Fees

The fee structure varies depending on your corporation’s capital, but starts at $220. You’ll also have to raise $1,000 in capital before you can proceed with operating your corporation, contingent to D.C. law.

Step 5: Create Corporate Bylaws

The next step is to hold a meeting with all of your shareholders to decide how the corporation will operate, be structured, and managed.

Bylaw Inclusions and Considerations

You can detail shareholder regulations and discuss any operational agreements, financial instructions, and additional clauses. These bylaws will also explain how your board of directors will function, set a cadence for shareholder meetings, and dictate a general hierarchy. You’ll want to take notes so that this conversation can be officially put into writing.

The document, also known as your corporate bylaws, is significant since it details how the corporation operates, and it should be publicly available to all shareholders in your company. 

There are no set guidelines from the District of Columbia government around these bylaws, but you’ll want to ensure they do not contradict any information in your Articles of Incorporation.

Step 6: Draft a Shareholder Agreement

Next, you’ll need to draft a shareholder agreement. This contract will outline any rules and regulations that should be followed between the shareholders and the company. This document should match up with the general purpose of your company’s bylaws, offering more insight into shareholder votes, responsibilities, rights, financial allowances, and limitations. 

This document is not public-facing and only available to your shareholders, who should all agree to its terms and sign it.

Step 7: Issue Shares of Stock

Now, you’re ready to start issuing shares of stock on behalf of your corporation. All corporations are required to issue shares, and this process can involve careful company oversight. When you filled out your Articles of Incorporation, you specified the number of shares to be issued for your company. When you issue shares, make sure you issue this number of shares or less. Do not exceed this number.

Capital

As noted, all District of Columbia corporations need $1,000 in capital to get started, but many raise even more in funding. Once you know how much funding your company needs to open its doors, you can divide this figure among the number of shares you want to issue.

Public or Private Stock

Corporations can choose to issue stock shares privately and publicly. If you issue your stocks privately, the shares will usually be dispersed among the corporation’s current shareholders. If you issue stocks publicly, these shares are open to anyone in the marketplace.

Quarterly Statements

If your company decides to issue stocks publicly, you will be legally required to file quarterly statements with the U.S. Securities and Exchange Commission (SEC). These quarterly reports will record how many stocks you’re issuing and note the parties who purchase them. You can access this form online. Your shares can only be issued once, but they can be sold or traded. You’ll also need to indicate the shares you’ve issued on your biennial reports.

Step 8: Apply for Necessary Business Permits or Licenses

Now, you’re ready to obtain a general business license to operate in the District of Columbia. All corporations in D.C. are required to hold a business license. You can obtain one on the District of Columbia Business Center website.

Obtain a Business License

To obtain a basic business license (BBL), you’ll need to follow four steps:

1. Register your Articles of Incorporation. See step three.
2. Set Up an EIN with the IRS. See step nine.
3. Register with the Zoning Administrator. You’ll need to secure a Certificate of Occupancy if you’re working out of an office space or a Certificate of Home Occupation if you’re working out of a residence.
4. Register with the D.C. Office of Tax and Revenue.
5. Fill out a BBL application. You can apply online at the D.C. Business Center.

You may also need to obtain a special license or permit, depending on your corporation’s industry. The Business Center website for the District of Columbia can also help you secure any additional licenses or permits that your company may need. You can learn more on the District of Columbia corporations licensing page and perform a search to determine if your industry requires additional filings.

Step 9: File for an EIN and Review Tax Requirements

Next, you will need to register your District of Columbia corporation with the Internal Revenue Service (IRS). All corporations must sign up for an Employer Identification Number (EIN), which allows you to file taxes, set up financial accounts, and hire or pay employees. Your EIN serves as your company’s Social Security number.

You can quickly apply for your corporation’s EIN online and receive it in a matter of minutes. You can get started by filling out the online form on the IRS website. The process is fast and free.

The District of Columbia imposes a corporate franchise tax with a minimum of $250.

You’ll also want to consider other tax requirements, like sales tax. If your company is collecting sales tax in the District of Columbia, you’ll need to set up a MyTax account online. This allows you to register for a sales tax account with the Office of Tax and Revenue.

Step 10: Submit Your Corporation’s First Report

In the District of Columbia, you’re required to file biennial reports to keep your corporation in good standing with the government. These reports are mandatory, and failure to file on time could result in fines or your corporation’s revocation.

Your biennial report is due by April 1 every two years and costs $300 for for-profit corporations and $80 for nonprofit corporations. 

You can file your biennial report online or access it online and send it via mail. This report will need information, including your corporation name, registered agent’s information, operating address, director names and addresses, and share information.