District of Columbia Incorporation Information

Incorporating in District of Columbia

Corporate Name:
The name that you choose for your D.C. corporation must be distinguishable from any other registered or authorized D.C. business entity and any reserved names on record, subject to certain exceptions under D.C. law.
LegalZoom allows you to choose up to 3 names, in order of preference. We will conduct a name check before filing to see which names are available.
In addition, the name must contain one of (or an abbreviation of) the following words:

• “Incorporated”
• “Corporation”
• “Limited”
• “Company”

D.C. law restricts the use of certain words and phrases in business names. When you form your D.C. corporation with LegalZoom, your business name choices are reviewed for compliance with applicable district laws.
Articles of Incorporation:
When incorporating in WashingtonD.C., Articles of Incorporation must be filed with the Mayor. D.C. law requires that certain information be included in your articles of incorporation. The following is a summary of those requirements:

Incorporators:

• Minimum Number of Incorporators – One or more natural persons.
• Eligibility Requirements – An incorporator must be at least eighteen years old.
• Duties – Signing and filing in duplicate articles of incorporation in the Mayor’s office. Those incorporating in DC may adopt initial bylaws if not already done so by the board of directors.
• Listing Requirements – Incorporators are not required to be listed in the articles of incorporation.

Corporate Purpose:
D.C. law allows a corporation to be formed for any lawful business activity except for the purpose of banking or life insurance or the acceptance and execution of trusts, the operation of railroads, or building and loan associations. A brief statement of the purpose must be listed in the articles.
Director Information:

• Minimum Number of Directors – One or more
• Eligibility Requirements – A director must be a natural person at least eighteen years old. The bylaws may prescribe other qualifications.
• Listing Requirements –Not required in the articles.

Stock Information:

• The number, classes and par value of shares that the corporation is authorized to issue, along with a statement of share attributes, must be listed in the Articles.

Other Required Listing Information:

• Name and address of initial registered agent
• Number of initial directors
• Names and addresses of initial directors
• Names and addresses of incorporators
• Period of duration, which may be perpetual
• A statement that the minimum amount of capital with which the corporation shall commence business shall be not less than $1,000
• Any shareholder preemptive rights
• Any incorporator-elected regulations of internal affairs

Bylaws
Bylaws govern a DC corporation’s business and affairs. A corporation maintains its bylaws at its principal executive office and is not required to file them with the government. The board of directors of a corporation may adopt, amend or repeal bylaws, unless the articles reserve this right for the shareholders. Officers may either be listed in the bylaws or elected by the board in compliance with the bylaws.
Registered Agent:
LegalZoom can also provide your business with registered agent services. Every D.C. corporation must have a registered agent in WashingtonD.C.-- the person or office designated to receive official state correspondence and notice if the corporation is "served" with a lawsuit.

• Eligibility Requirements - The registered agent must either be (1) an individual resident of the state or (2) a corporation authorized to transact business in D.C. whose business office is the same as the registered office. The corporation must obtain written consent for the individual or corporation to act as registered agent.

Registered Office:
D.C. requires that every corporation maintain a registered office, which may be the same as its place of business.
Professional Corporations:
Under D.C. law, a professional corporation is formed in order to render services within a single, state-licensed profession. Professional corporations may not engage in any other business, and must comply with particular conventions in its choice of corporate name.

Annual Reports:
A report must be filed with the D.C. Mayor by the end of the second calendar month following delivery of the corporation’s original articles, and every year thereafter in the applicable filing period. This report must include the corporation’s name, jurisdiction of incorporation and any information listed in its articles that has since changed.
Other Reports: A corporation must send its most recent annual report and most recent published report, if so requested by a shareholder.

Income Tax Rate: For information on the D.C. income tax rate, visit: http://cfo.dc.gov/etsc/main.shtm
S Corporations:
S corporation status is recognized by the District of Columbia