Form an LLC in Washington DC.

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Your LLC’s Name

Your new LLC’s name must be readily distinguishable from any other business entity’s name registered or reserved with the District, and it must contain the words “Limited Liability Company” or the abbreviation “L.L.C.” You can reserve an available LLC name for up to 60 days for a $35 fee.

Articles of Organization

The formation of a District of Columbia LLC means that you have to file articles of organization (along with a $150 filing fee) with the DC Corporations Division. The articles, which must be signed and dated by all organizers, must include:

  • The LLC’s name and street address
  • The LLC’s business purpose
  • The name and registered office address (not a post office box) of the LLC’s registered agent in DC
  • The names and street address of each organizer
  • The duration of the LLC if it is not to be perpetual
  • Whether the LLC will be manager-managed or member-managed

Your new LLC is officially deemed “organized” after the LLC’s articles of organization and an exact copy are delivered to the Corporations Division with the filing fee.

Registered Agent and Office

Every District LLC must maintain both a registered agent and registered office in the district—the person or office designated to receive official legal and administrative correspondence on the LLC’s behalf. An LLC registered agent may be an individual who resides in the district, or a corporation with the authority in its own articles to act as a registered agent in DC.

The registered agent’s address must be within the district, and the address given must be the physical street address, not just a post office box.

Operating Agreement

The LLC’s next most critical document is its operating agreement. Having an operating agreement is not officially required by the District of Columbia, but it’s a critical internal document that sets forth how the LLC will run—and therefore highly advisable to establish and maintain.

The operating agreement should list the LLC’s members, how much each one has invested, how any profits will be distributed, and how much relative weight each member has when voting. It can be amended or repealed as specified in the agreement itself or by state law.

The operating agreement can also include requirements for meetings (notice, quorum, voting rules, etc.) and similar functions, but it doesn’t have to. Often, however, it does include operating constraints and allowances that are already contained in state law and regulations. It also may contain constraints on the members’ authority to change or repeal the operating agreement or any provision thereof.

Membership in the LLC

A District of Columbia LLC must have at least one member, who may be a natural person or a business entity. Members may acquire an interest in the LLC either in proportion to their contribution or in some other way that is in accordance with the LLC’s operating agreement.

The contributions of a member to the LLC may consist of cash, property, services rendered, or a binding obligation to contribute those in the future.

An LLC member may not resign except in accordance with the organization’s operating agreement or articles of organization. If a wrongful dissociation causes harm to the LLC, the member may be liable for those damages.

Unless the operating agreement states otherwise, a member who resigns will receive the fair value of his or her membership interest within a reasonable time after resignation. If the resignation is in violation of the operating agreement or the result of wrongful conduct, the LLC may offset the amount paid to the resigning member by the amount of damages caused by the breach or wrongful conduct, including the costs of obtaining replacement services owed to the LLC by the resigning member.

Managers are elected by the members, but unless otherwise stated in the articles or operating agreement, managers’ removal and election must be approved by those members owning at least a majority of profit interests in the LLC.

Ongoing Requirements

District of Columbia LLCs submit a Two-Year Report biannually with the DCRA, along with a registration fee of $200. The report must include:

  • The LLC’s name and the state or country where it was initially organized
  • The address of the LLC’s registered office in the state
  • The name of the LLC’s registered agent at that office
  • The address of the LLC’s principal executive office
  • The names and business addresses of any managers

It’s also a good idea to keep copies of the minutes of the various proceedings and committees meetings of the members and managers.


A District of Columbia LLC is dissolved when any one of the following events occurs:

  • An event or events specified in the articles of organization or operating agreement
  • Agreement to dissolve by the number or percentage of members specified in the operating agreement
  • The LLC has no members for 90 days
  • Expiration of the LLC’s duration
  • A court order mandating dissolution


An LLC by its nature normally offers some tax advantages over a corporate organizational structure, especially for taxes. This includes access to more deductions, since the LLC is not required to be a separate tax entity like a corporation. Instead, it is considered a “pass-through” entity for tax purposes, meaning that LLC owners report business profits and losses on their individual tax returns.

An LLC within the District of Columbia, however, is required to file as either a corporation or a partnership. District of Columbia LLCs must pay a 9.975 percent tax on all income earned in the District. The District of Columbia also charges a sales and use tax, with a 5.75 percent rate on most sales and a maximum rate of 14.5 percent.

Learn more about forming an LLC in Washington DC

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+ $220 (state fee)

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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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file business tax returns.

Personalized Operating Agreement Includes most common provisions to protect members from liability

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everything from
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Expedited Filing Expedited processing speeds the turn- around time for your order.

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 LLC

How is an LLC Taxed?
For federal income tax purposes the profits of an LLC (Limited Liability Company) "pass through" to the personal income of the members/owners. In the case of a single member LLC it is taxed the same as a sole proprietorship (i.e. typically filed on the schedule C of the owner's personal income tax filing). In the case of a multi member member it is taxed the same as a partnership (i.e. a 1065 partnership return is filed with the IRS, with a schedule K-1 being supplied to each partner/member showing the proportional profit/loss allocated to them, with this being filed on the schedule C or E).
NOTE: These are general tax explanations and may not apply to everyone. You should confer with the appropriate accounting/tax specialists to make sure you understand your personal tax liability.
What is the Management Structure of an LLC?
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-US Residents allowed to own a Corporation of 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 LLC 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 LLC?

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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