Form a Corporation in Washington DC.

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Choosing a Corporation Name

Choosing a name for your new District of Columbia corporation is one of the first official steps toward actually conducting business in the District. The corporate name you choose must be readily distinguishable from all other registered and reserved business entities on the District of Columbia rolls.

Your new business’ name must include one of the following words or an abbreviation thereof: “Incorporated,” “Corporation,” “Company,” or “Limited.” It’s also a good idea to make sure that the name does not state or imply that the corporation is organized for some purpose other than stated in its articles of incorporation or one permitted by District law.

An available corporate name can be reserved for up to 60 days for a $35 fee.

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:

  • The number of the corporation’s directors
  • The directors’ names and addresses
  • The period of the corporation’s duration, which may be “perpetual”
  • The corporation’s specific business purpose
  • The number of shares that the corporation is authorized to issue, itemized by class
  • The par value of shares or a statement that the shares are to be without par value
  • The street address of the corporation’s initial registered office
  • The name of the corporation’s initial registered agent at that office
  • The initial registered agent’s principal business address
  • Signed acceptance by the registered agent of appointment as such (this is the Written Consent of Registered Agent form)
  • The name and address of each incorporator

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.

Registered Agent and Office

Every District of Columbia corporation must have a registered agent in the district—the person or office designated to receive official administrative and legal correspondence. The registered agent is required to sign the articles of incorporation, indicating acceptance of the appointment as such.

The registered agent must be either a DC resident or a corporation authorized to conduct business there. In either case, the agent’s business office must be the same as the registered office. The registered office may be the same as the corporation’s place of business.


Bylaws lay out the corporation’s basic managerial and legal operating principles that manage their internal affairs. The District of Columbia corporations must keep a copy of their bylaws at their principal executive office, but are not required to file them with the state. At its initial meeting, the incorporators or the board of directors should adopt corporate bylaws, and then keep them updated as time goes on.

The board of directors of a corporation may adopt, amend, or repeal bylaws, unless the articles reserve this right to the shareholders. Bylaws normally address:

  • Shareholders and directors meetings
  • The authority, number, and tenure of directors
  • Voting procedures
  • The duties, responsibilities, and tenure of officers
  • How stock is issued
  • How and when annual financial information is provided to shareholders


Officers are listed in the initial bylaws or elected by the board of directors, and may appoint other officers in accordance with the bylaws. At least one officer should have the responsibility of preparing minutes of director and shareholder meetings, and for maintaining and authenticating corporate records.

Requiment Reports

DC corporations must file a report with the mayor’s office by the end of the second calendar month after delivery of the corporation’s original articles, and every year after that. This report must include the corporation’s name, its jurisdiction of incorporation, and any information in its articles that has since changed since the last report.

If shareholder requests it, a DC corporation must send that shareholder its most recent annual and published reports.


The District of Columbia imposes a corporate franchise tax based on net taxable income, and it also imposes an unincorporated business tax on unincorporated businesses. The minimum tax is $100 per year, which includes a surtax.

District corporations must pay a 9.975 percent tax on all income earned there. The District also charges a sales tax of 5.75 percent rate on most sales and a maximum rate of 14.5 percent.

Learn more about incorporating in Washington DC

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The Basics To Get You Started Preliminary company name clearance and filing of Articles of Organization.

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EIN / Tax ID Number Providing an EIN is required to open a
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Personalized Operating Agreement Includes most common provisions to protect members from liability

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Customized LLC Kit Personalized slip binder and embossed seal with your company name and date of formation.

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Commonly Asked Questions For Starting a Washington DC Corporation

How is a Corporation Taxed?
Unlike many other business entities in which the profits pass through to the owners' personal tax return (e.g. LLCs, S Corporations, etc.), the C Corporation is a completely separate taxable entity. The C Corporation pays federal taxes on the net profits (after all expenses, including salaries and bonuses) of the business by filing the 1120 form with the IRS. The after tax profits can be paid out to the owners (shareholders) in the form of dividends, or retained for reinvestment of the business. The first $50,000 of net income is only federally taxed at 15% rate, and the next $25,000 is taxed at a 25% rate. Different states have different rules on how they tax corporations.
What is the Management Structure of an Corporation?
An LLC is typically managed by its members/owners (referred to as member-managed). In that respect an LLC is unlike a corporation, which has a much more rigid and defined management structure, including directors and officers. All owners of the LLC are typically referred to as members, and they can have control and voting interest proportional to their ownership interest, or in proportions different from their ownership interest; however the members agree.
Are Non-U.S. Residents Allowed to Own a Corporation or LLC?
There are no citizenship or residence requirements for ownership of a C Corporation or an LLC. The S Corporation however does not allow nonresident aliens to be shareholders (owner), but any US citizen or resident alien may be a shareholder (owner). You would, of course, require an in state street address for the state to forward official legal and tax correspondence including service of process, known as the registered agent address, but neither residency nor citizenship is required for ownership of a C Corporation or an LLC.
Can I form an Corporation with just one member?
There was a time when almost every state required the LLC to have two or more members, but that is no longer the case. This important change came in response to revised IRS regulations that clearly permitted single-member LLCs. As a result, in most states, if you plan to be the sole owner of a business and you wish to limit your personal liability, you can choose between forming a corporation or an LLC.
What is an Operating Agreement?
The operating agreement is akin to a partnership agreement for a General Partnership or Limited Liability Partnership (LLP). It is an internal contract amongst the members/owners of the LLC, and it lays out such things as ownership interest, member responsibilities, accounting method, adding or removing members, terms for concluding the LLC, etc. It is generally not required by a given state for forming an LLC (with the exception of New York), although it is certainly recommended. When dealing with private companies for financing issues (loans, mortgages, etc.) it may be required by that company. A customizable operating agreement is included with the LLC/Corp Kit.
Can another business entity be a member of an Corporation?

In the majority of states, The members of an LLC can be individuals, corporations, or other LLCs. These members of the LLC can be out of state residents or even foreign nationals. Furthermore there is no limit to the amount of members that an LLC can have.

The flexibility of an LLC in contrast to an S Corporation is stark considering the S corporations are limited to 75 shareholders who must either be United States citizens or Lawful Permanent Residents.

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