Steps to Amend District of Columbia Articles of Organization
When the time comes to make changes to your District of Columbia limited liability company (LLC), 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.
What are District of Columbia Articles of Organization?
To create an LLC in the District of Columbia, you must file Articles of Organization. This document is essentially the registration form for your LLC, which you file with the Department of Consumer and Regulatory Affairs (DCRA). The Articles of Organization lay the foundation for your LLC and provide 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
For help creating an LLC, check out our District of Columbia LLC formation service. Our experts will file your paperwork quickly and accurately. We can even secure you a registered agent that meets District of Columbia requirements with our registered agent service.
Step 1: Determine if you need to change your District of Columbia Articles of Organization
If the information in the original Articles of Organization changes, you must inform the DCRA. This is necessary for several reasons. First, Articles of Organization are public records, so for contact purposes, the information needs to be accurate. Second, the whole purpose of a registered agent is to have a point of contact to receive service of process. If the registered agent’s contact information is inaccurate or outdated, the LLC can’t be served. Lastly, 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 DCRA. Thus, the DCRA won’t issue a 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 2: Identify what to change in your District of Columbia Articles of Organization
A Certificate of Amendment informs the DCRA of certain changes to an LLC. With a Certificate of Amendment, you can notify the DCRA if you’re changing the LLC’s name or adding articles to your original Articles of Organization.
The Certificate of Amendment can’t be used to do the following:
- Change LLC’s registered agent
- Update information for members and/or managers
- Change LLC’s principal office or mailing address
The DCRA requires a separate form and filing fee to change a registered agent. To update member or manager contact information or LLC address and office changes, you must record them on the LLC’s biennial report.
Step 3: Gather information for filing your District of Columbia amendment
The DCRA’s Certificate of Amendment requires the following information:
- LLC name
- Date the original Articles of Organization were filed
- Exact text of each amendment
- Authorized signature
Step 4: File your District of Columbia LLC amendment
You can submit the form online, in person, or by mail to the Superintendent of Corporations of the Corporations Division of the DCRA. Since filing fees are subject to change, refer to the Corporate Fee Schedule on the DCRA’s website for the most accurate fee information.
If all the state filings and requirements seem overwhelming, we are here to relieve some of that stress. With our Worry-Free Compliance service, we remind you of upcoming filing deadlines, provide support to keep you in good standing, and file two amendments per year for your LLC, if needed. If all you need is some help filing an amendment, we can do that too through our amendment filing service.
District of Columbia Certificate of Amendment vs. Restated Certificate of Organization
DC allows you to amend or restate your LLC’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 DCRA has a different restatement form, the filing fee and methods are the same as they are for an amendment.
District of Columbia Certificate of Amendment vs. Statement of Correction
If the contents of an LLC’s Articles of Organization 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 LLC compliant in the District of Columbia
A District of Columbia LLC amendment requires filing the correct document based on the change you want to make. We can help you amend your Articles of Organization with our amendment service so you stay compliant with DC law. Even if you’re not in good standing right now, we’ll come up with a plan to get you back on track with our Worry-Free Compliance service. We understand how cumbersome all the filings and requirements can be, and that’s why we’re here.
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.
- Do I need an attorney to amend my Articles of Organization in the District of Columbia?
You don’t need an attorney to amend your Articles of Organization. However, if you’re planning on completely overhauling your LLC, you may want to talk to a lawyer about how to do that and the impacts it may have.
- What business changes can be reported in a District of Columbia LLC Certificate of Amendment form?
With a Certificate of Amendment, you can change your LLC’s name and add articles to the original Articles of Organization.
- Are District of Columbia LLC Certificates of Amendment the same as a biennial report?
No. With a Certificate of Amendment, you can add additional provisions to your original Articles of Organization and change the name of your LLC. The biennial report is used for updating the principal or mailing address, changing the contact information for LLC members or managers, and reporting business activities. To prevent revocation and keep your LLC active and in good standing, you must file the biennial report every two years.
- How long does it take to file LLC Certificates of Amendment in the District of Columbia?
Filing takes only a few minutes, whether it’s online, in person, or by mail. The receipt of confirmation will vary based on the Secretary of State’s current workload.
- What will I receive from the District of Columbia government when the LLC Certificates of Amendment are filed?
You may or may not receive direct confirmation from the Secretary of State’s office, but check the online portal to see whether your amendment was accepted.