Corporations Division: Business Registration FAQs

To access CorpOnline, first, ensure that you have a single sign-on, Access DC account. Once done, go to CorpOnline to sign in.

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12. Search all registered entities with expanded entity information including report history, trade name, registered agent, and governor information.

13. Track your submitted filings, manage rejected filings, and see past approved filings, including evidence/documents issued by Corporations.

If you have already registered for an AccessDC account, please take the following steps to link your CorpOnline account:

2. Select “Link Existing CorpOnline Account” button (Note: Only one CorpOnline account can be linked to your Access DC account).

3. Enter the User ID and Password for your existing CorpOnline account (NOTE: This is a different username/password than you used for your Access DC account. If you've forgotten your CorpOnline password, click "Forgot Password" to reset it)

​ You'll then have successfully linked your CorpOnline and Access DC accounts. This process only needs to be done once. From now on, once you sign into Access DC, you'll be able to head directly into CorpOnline.

1d. I have paid for my filing, but my filing still appears under 'Pending Services' section. What do I do now?

If a filing appears under the “Pending Services” section, then that filing has not been fully submitted to Corporations Division. Please, click on “edit” to the right of the filing title and navigate to last page where you should select the “submit to back office” button. Please then go back to the “Services Management” tab on the home page to ensure that the filing now appears under the “Received Services” heading. This means it has been submitted to Corporations.

1e. I have paid for my filing, but it did not submit. Now, the system asks for the payment again. Why?

Please, ensure that you are accessing the correct workflow. If you have multiple filings under 'Pending Services', you will need to locate the one that has been paid for and proceed with submitting to Corporations.

If your filing appears under “Received Services” heading in the “Services Management” tab on the CorpOnline homepage, then it has been received by Corporations Division. Once submitted, it will be reviewed within 5 business days unless the expedited option of 1 or 3 days has been selected and paid for. You will get an approval certificate by email or a rejection letter specifying the reasons for rejection.

1g. My filing has been rejected. I see it under 'Rejected Services' section. What do I need to do to resubmit?

Click on the rejection letter and note the reason for deficiency and staff member’s name. Click on “re-file”, correct the deficiency, and resubmit for final approval. Please, note that system should not charge you again unless you select to upgrade to expedited service.

Tab 1: Business Filings Search Tab - allows you to search any entity that is registered with Corporations Division

Tab 2: Service Management Tab - tracks the progress of the filings you have submitted using your CorpOnline account; it has the following three sections:

A – “Received Filings” - shows filings that have been submitted to the Corp team and are currently under review

B – “Rejected Filings” - shows filings that Corporations have reviewed, rejected, and now need your attention to correct

Tab 3: My Filing History Tab- shows all filings that have been successfully submitted and approved with this CorpOnline account

Tab 4: My Subscriptions Tab - this tab allows you to search for any entity and then subscribe to receive notices when any filing is done for it.

A Work Order ID is created when customer opens one of the workflows (i.e., starts a filing on CorpOnline). Please, check your ‘Services Management' tab to verify whether the filing is submitted. If it shows under 'Received Services' it has been submitted to Corporations. If it shows under ‘Pending Services' it has not yet been submitted to Corporations. If filing is still pending, please, click on “edit”; complete all information and click “submit to back office” on the last page so that filing will appear under “Received Services”.

For online filings, Corporations division will process non-expedited filings within 15 business days from the date of submission. There is an option to select an expedited option - $50 for 3-day service and $100 for 1-day service (by end of next business day). Print the confirmation page and record the date of submission.

Registering a Business

2a. If I registered my business outside of the District of Columbia, do I need to register to conduct business in DC?

Yes. An organization registered in another state or country that seeks to transact business in the District of Columbia must register by filing an application for foreign registration (form FN-1). This can be done on our CorpOnline website.

2b. If I incorporate my business in District of Columbia, is that registration valid in other states and countries?

No. Formation of the entity in the District of Columbia allows for that entity to conduct business in the District only. If domestic filing entity wishes to conduct business outside of the District of Columbia, then it shall meet the requirements of each jurisdiction in which it wants to do business. Contact the corporate licensing authority in the appropriate state or country for more information.

District law defines a "business" as: “Any trade, profession, or activity which provides, or holds itself out to provide, goods or services to the general public or to any portion of the general public, for hire or compensation in the District of Columbia.”

Generally, foreign filing entities (limited liability companies, non-profit and for-profit corporations, limited partnerships, limited liability partnerships, general and limited cooperative association and statutory trusts) do not have to register with Corporations Division if they are engaging in a single or isolated transaction.

In addition, certain categories of activity have been excluded by the District as constituting “business” for the purposes of determining if an entity must register with the District. These exclusions vary depending on the type of business entity.

For the list of exclusions, please refer to the following statute: § 29-105.05. Activities not constituting doing business.

Will a Corporation or LLC need to register with Corporations division if it owns real estate in the District? In most of the cases, the answer will be no. However, this entity is required to register if real estate is “income producing”.

To discuss a specific case, you may contact Corporations Division at (202) 442-4400, Option 5. Consult an attorney or certified public accountant for professional advice.

To form a new LLC complete form DLC-1 Articles of Organization. To do so, log onto CorpOnline ​ which is accessible via DLCP's Access DC Portal ​ .

On the CorpOnline homepage select "Register Organization" icon and then "No" when asked if you already have an entity registered to do business. Select "Limited Liability Company (LLC)" from the list of organization types. Fill in required information, provide payment details and submit.

To form a new Professional LLC (PLLC) complete form DLC-1 Articles of Organization. To do so, log onto CorpOnline ​ which is accessible via DLCP's Access DC Portal ​ .

On the CorpOnline homepage select "Register Organization" icon and then "No" when asked if you already have an entity registered to do business. Select "Limited Liability Company (LLC)" from the list of organization types.

When asked to choose a suffix for your PLLC, select "PLLC", "P.L.L.C" or "Professional Limited Liability Company".

At the Miscellaneous Provisions Step, in the "Description" box specify the type of professional service that company will render.

"Professional service” means any type of personal service to the public including the services performed by certified public accountants, attorneys, architects, professional engineers, dentists, optometrists, podiatrists, and other health professionals as defined in section 101(8) of the District of Columbia Health Occupations Revision Act of 1985 (D.C. Official Code § 3-1201.01(8); effective March 25, 1986)”

To form a new for-profit Corporation, complete form DBU-1 Articles of Incorporation. To do so, log onto CorpOnline ​ which is accessible via DLCP's Access DC Portal ​ .

On the CorpOnline homepage select "Register Organization" icon and select "No" when asked if you already have an entity registered to do business. Select "For-Profit Corporation" from the list of organization types. Fill in required information, provide payment details and submit.

To form a new Benefit Corporation, complete form DBU-1 Articles of Incorporation. To do so, log onto CorpOnline ​ which is accessible via DLCP's Access DC Portal ​ .

On the CorpOnline homepage select "Register Organization" icon and select "No" when asked if you already have an entity registered to do business. Select "For-Profit Corporation" from the list of organization types.

At the Miscellaneous Provisions step, in the "Information Description" box, state that the entity will operate as a benefit corporation and will exist for the purpose of creating general public benefit. You may identify one or more specific public benefits that it is the purpose of the benefit corporation.

To form a new Professional Corporation, complete form DPR-1 Articles of Incorporation. To do so, log onto CorpOnline ​ which is accessible via DLCP's Access DC Portal ​ .

On the CorpOnline homepage select "Register Organization" icon and select "No" when asked if you already have an entity registered to do business. Select "Professional Corporation" from the list of organization types.

At the Purpose step, in the "Description" box specify the professional service in which the corporation will engage

"Professional service” means any type of personal service to the public including the services performed by certified public accountants, attorneys, architects, professional engineers, dentists, optometrists, podiatrists, and other health professionals as defined in section 101(8) of the District of Columbia Health Occupations Revision Act of 1985 (D.C. Official Code § 3-1201.01(8); effective March 25, 1986)”

To form a new Nonprofit Corporation complete form DNP-1 Articles of Incorporation. To do so, log onto CorpOnline ​ which is accessible via DLCP's Access DC Portal ​ .

On the CorpOnline homepage select "Register Organization" icon and select "No" when asked if you already have an entity registered to do business. Select "Nonprofit Corporation" from the list of organization types.

If the nonprofit is intending to receive tax-exempt status from the IRS, include language to this effect in the Miscellaneous Provisions Step, in the "Description" box. See suggested language from the IRS here.

To form a new Limited Partnership, complete form DLP-1 Certificate of Limited Partnership. To do so, log onto CorpOnline ​ which is accessible via DLCP's Access DC Portal ​ .

On the CorpOnline homepage select "Register Organization" icon and select "No" when asked if you already have an entity registered to do business. Select "Limited Partnership" from the list of organization types. Fill in required information, provide payment details and submit.

To form a new Limited Liability Partnership, complete form DLPP-1 Statement of Qualification. To do so, log onto CorpOnline ​ which is accessible via DLCP's Access DC Portal ​ .

On the CorpOnline homepage select "Register Organization" icon, select "No" when asked if you already have an entity registered to do business. Select "Limited Liability Partnership" from the list of organization types. Fill in required information, provide payment details and submit.

To form a new Statutory Trust, complete form DST-1 Certificate of Trust. To do so, log onto CorpOnline ​ which is accessible via DLCP's Access DC Portal ​ .

On the CorpOnline homepage select "Register Organization" icon and select "No" when asked if you already have an entity registered to do business. Select "Statutory Trust" from the list of organization types. Fill in required information, provide payment details and submit.

To form a new General Cooperative Association, complete form DGCA-1 Articles of Incorporation. To do so, log onto CorpOnline ​ which is accessible via DLCP's Access DC Portal ​ .

On the CorpOnline homepage select "Register Organization" icon, select "No" when asked if you already have an entity registered to do business. Select "General Cooperative Association" from the list of organization types. Fill in required information, provide payment details and submit.

To form a new Limited Cooperative Association, complete form DLCA-1 Articles of Organization. To do so, log onto CorpOnline ​ which is accessible via DLCP's Access DC Portal ​ .

On the CorpOnline homepage select "Register Organization" icon and select "No" when asked if you already have an entity registered to do business. Select "Limited Cooperative Association" from the list of organization types. Fill in required information, provide payment details and submit.

To register your foreign entity, complete form FN-1 Foreign Registration Statement. To do so, log onto CorpOnline ​ which is accessible via DLCP's Access DC Portal ​ .

On the CorpOnline homepage select "Register Organization" icon and select "Yes" when asked if you already have an entity registered to do business. Select the organization type you are registering and fill in required information. Note all foreign registrations must upload a good standing certificate from their jurisdiction of formation dated within the last 90 days. Provide payment details and submit.

Maintaining a Corporate Registration

3a. What are the ongoing obligations for registered entities in DC in order to stay in active and good standing status?

Every entity registered with Corporations Divisions needs to file periodic BRA-25 Biennial Report form and maintain a registered agent in order to stay in active and good standing status.

The BRA-25 Biennial Report is the report all entities must file periodically to maintain their entity's active status with Corporations Division. The report allows an entity to update its address, registered agent information, purpose, and beneficial owner information.

An entity's first Biennial Report is due by April 1 st the very next calendar year after it registers, and by April 1 st every two years there on after.

After filing your report online, you will see a confirmation page that states that the report was successfully submitted and provides filing summary information (entity name, fee amount, etc.) A copy of report is sent to the email address of the CorpOnline user who filed the report. A copy of the report is also available under “My Filing History" tab.

The DC Code, sections § 29–102.01. & § 29–102.11 stipulates that all formation and registration filings, as well as biennial reports, include beneficial ownership information.

The information required includes the names, residence, and business addresses of each person whose aggregate share of direct or indirect, legal, or beneficial ownership of a governance or total distributional interest of the entity:

3f. What happens if my beneficial ownership information changes from the date of formation/registration and/or last report filing?

If there is not a biennial report on file for this entity, then articles of amendment (for domestic entities) or an amended registration application (for foreign entities) must be filed to reflect new ownership information.

If there is a report on file, then a GN-2 Statement of Correction must be filed to correct the most recent report on file with the updated ownership information.

3f. Is the District’s Beneficial Ownership Requirement different than the federal government/FinCEN’s beneficial ownership information reporting requirement?

The District of Columbia has required beneficial ownership reporting for all entities who are formed or registered to do business in the District since January 1, 2020. Now, due to the passing of the Federal Corporate Transparency Act, certain types of entities will also need to report beneficial ownership information to FinCEN as well.

This is a new federal requirement and is separate from DC’s beneficial ownership requirement. Entities supply beneficial ownership information to the District via existing required filings (Articles of Incorporation, BRA-25 Biennial Reports, etc.). Now, many of these entities will need to submit a separate filing, directly to FinCEN.

3g. I have searched for my company by using 'Business Filings Search' and my information is not correct; how do I correct it?

The information on file should reflect the most recent corporate filing information that was submitted to Corporations Division (for example, the information from the latest biennial report form BRA-25 on file).

If your entity's information has changed you may file the appropriate form to update the incorrect info (type of filing will depend on what needs updating).

If what is listed on CorpOnline does not reflect what you have most recently provided to Corporations Division, please contact us at 202-442-4432 or [email protected] and provide as many details as possible about the nature of the inaccuracy.

Closing a Business

If your entity is no longer conducting business in DC, it must submit articles of dissolution or similar filing (for domestic entities) or an application of withdrawal (foreign entities).

Please note, an entity must be in active status and good standing to file articles of dissolution/withdrawal.

4b. My entity is a non-profit charitable corporation. Are there any additional steps I need to take when dissolving?

Yes. A charitable corporation is required to provide OAG with advance notice of the corporation’s voluntary dissolution. OAG requests at least one week's advance notice. The notice should be sent to: Section Chief, Public Advocacy Section, Office of the Attorney General, 441 Fourth Street, N.W., Suite 600-S, Washington, DC 20001.

The notice of voluntary dissolution shall state or describe the corporation’s name and charitable purpose, the process by which the dissolution was authorized, the reason(s) for the dissolution, the nature and dollar value of the corporation’s assets, and the proposed disposition of any significant assets.

The notice-of-dissolution requirement is set forth in the Nonprofit Corporation Act, D.C. Official Code § 29-412.02(g): “A charitable corporation shall give the Attorney General for the District of Columbia notice in the form of a record that it intends to dissolve before the time it delivers articles of dissolution to the Mayor. Notice to the Attorney General under this section shall not delay or otherwise affect the dissolution process.

Trade Name Registration

However, if a trade name is being used in DC, it must be registered and on record with Corporations Division.

5b. What is the difference between a corporate name and a trade name? What are the naming rules for a trade name?

A corporate, limited liability or partnership name is the name under which the organization is formed, or registered, and must include a distinct suffix, for example, Inc, LLC, PLLC, LLP, LP, PC.

A trade name is the name under which a business operates or does business. The trade name is NOT the true or real name of the business. For example, Capital One Arena is the trade name of the DC Arena, L.P. It is the name that is most commonly associated with the business.

A business may not use a name other than their registered corporate name unless it is registered as a trade name.

A trade name cannot be the true and legal name of a person, nor can it be the same as an active entity name on record or another active trade name on record.

To register a new Trade Name, complete a TN-1 Trade Name Registration form. To do so, log onto CorpOnline ​ which is accessible via DLCP's Access DC Portal ​ . On the CorpOnline homepage select "Trade Name Registration Services" icon.

If you wish to obtain a trade name for your already registered business to use, select the ". for an existing registered organization" option.

If you are a sole proprietor or general partnership and wish to obtain a trade name, select the ". for a new non-filing entity (ex. sole proprietorship, general partnership)" option.

Fill in required information, provide payment details and submit.

Note, only the entity or person (ex. sole proprietor) who is listed as the owner of the trade name may use that trade name.

A trade name needs to be renewed every two years, by April 1 the year it is set to expire. Trade names that are not renewed by April 1 will be charged a late fee to renew. Trade names that are still not renewed by September 1 will be cancelled and the trade name no longer protected against use by others.

Trade name renewals can be done on CorpOnline by going to "Trade Name Registration Services" and then selecting the "Renew It" option.

5e. How can I make changes to my trade name?

You can make changes to your trade name by filing a trade name amendment on CorpOnline. On CorpOnline’s homepage, select the "Trade Name Registration Services" icon and then select the "Amend it" option.

Any entity registered/incorporated by Corporations Division can register a trade name. In addition, sole proprietors and general partnerships, can register a trade name.

Good Standing Certificates, Certified Copies and Information Requests

You can get a certified copy of any Corporations Division document conveniently through CorpOnline ​ which is accessible via DLCP's Access DC Portal ​ .

On the CorpOnline homepage, select "Document and Certificate Order" and then "Order Certified Copies". Search for your entity and click on its name when it appears. In the text box, provide the name and filing date of the document you would like a certified copy of.

6b. Does the Corporations Division provide “apostille” (authentication) service for issued documents?

Corporations Division does not provide authentication services. However, you may request this service from the D.C. Office of the Secretary.

Locate document or certificate that you need and request a certified copy of that document on CorpOnline.

Once you have received the certified copy of the document or contact the D.C. Office of the Secretary to request document authentication.

The U.S. Department of State also provides document authentication services. For more information, please refer to the State Department’s Office of Authentication.

You can request a Certificate of Good Standing conveniently through CorpOnline which is accessible via DLCP's Access DC Portal ​ .

On the CorpOnline homepage, select "Document and Certificate Order" and then "Order Good Standing Certificate". Search for your entity and click on its name when it appears. Submit payment and the Good Standing Certificate will appear in your "My Filing History" tab.

No. The DC Office of Tax and Revenue facilitates the administration and compliance of the Certificate of Clean Hands mandate. For more information, please refer to this website.