Articles of Incorporation
Before it can start conducting business in the District, a new DC corporation must file articles of incorporation, along with a minimum $120 incorporation fee ($100 filing fee and a minimum $20 authorized stock fee). You may authorize up to $100,000 of capitalization (shares) in your articles for this minimum $20 fee—for example, 100,000 shares with a par value of $1 each or 200,000 with a par value of 50 cents each. Shares without par value are given a $1 per share value for purposes of this fee, so you can authorize up to 100,000 shares without par value for the minimum $20 authorized stock fee.
Two original signed copies of the articles, along with a Written Consent of Registered Agent, must be delivered by at least one incorporator. The incorporator may be one of the initial directors, or anyone else as long as they are at least 18 years of age.
The following information must be included in the articles of incorporation:
Most incorporators authorize only common shares of stock with equal voting, dividend, and liquidation rights, and no special restrictions. If you want to authorize the maximum number of common shares without par value, you can state that in your articles. Or, to authorize par value shares, you can include a statement along the lines of, “The aggregate number of shares the corporation is authorized to issue is 100,000, with a par value of $1.00 each.”
If you want to authorize a special class or classes of shares, you must state the name of each class or series, the number of shares in each, and the par value (if any) of each class or series. Another alternative is to state that the shares in each class or series are without par value.
If you do authorize separate classes or series of shares, you should also state any applicable rights and/or restrictions.
District law requires that a corporation obtains at least $1,000 of capitalization before it starts doing business. Your financial records should show that this much cash or property was paid into your corporation by the initial shareholders.