How to Form an LLC in Washington, DC
In Washington, D.C., a limited liability company, or LLC, is an unincorporated association that must be registered with the district's Department of Consumer and Regulatory Affairs. An LLC combines the personal asset protection of a corporation with the easier management of a sole proprietorship. Federal tax laws treat LLCs as pass-through entities, where income is taxed like a sole proprietorship or partnership, unless you choose to have your LLC taxed as a corporation. Consult an attorney or CPA before forming your LLC to choose the best tax structure and to ensure you follow all requirements.
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Instructions
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Choose a name for your LLC and search the district's website for name availability. If you're concerned about losing a name that's currently available, you can reserve it for a $38.50 fee before filing the company's Articles of Organization. The company's name must include the letters "LLC" or the words "Limited Liability Company."
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Download LLC organizing documents from the district's website or purchase forms from a stationery store. You can also request forms in person at the district's Department of Consumer and Regulatory Affairs office, Fourth Street SW, Washington, DC 20024.
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Complete the "Articles of Organization of Limited Liability Company." The Articles must state the name of the company, the date that the Articles are delivered for filing, that the term of the company's existence is "in perpetuity," a description of the company's purpose, the name and address of the registered agent, the business address of the LLC, the name and physical address of each company organizer and member, and the dated signature of each organizer.
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Complete the Registered Agent Written Consent Form, RA-1. The registered agent must be someone who resides in the district or a corporation authorized in its organizing documents to serve as a registered agent in the district. Your LLC must have at least one organizer and one member; one individual can serve in both capacities.
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Mail the Articles of Organization and Registered Agent Written Consent Form along with the $165 filing fee made payable to "D.C. Treasurer" to the Department of Consumer and Regulatory Affairs Corporations Division, P.O. Box 92300, Washington, DC 20090.
You can also overnight the document package to Bank of America Lockbox Services, Lockbox #92300, 11333 McCormick Road, Hunt Valley, Maryland 21031. The Corporations Division does not accept overnight delivery at its business address.
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Draft an "Operating Agreement" for LLC members to sign. If you form a single-member LLC, you don't need an operating agreement. You can purchase or download for free sample operating agreements from the Internet. The agreement can establish management duties, business purposes, financial contributions and obligations, profit-sharing plans and voting rights. You are not required to create an operating agreement to successfully form an LLC; however, the district requires that an operating agreement be in writing to be enforceable.
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Tips & Warnings
If you mail the documents, you might wait at least two weeks for registration. For same-day registration, hand deliver the Articles of Organization and pay a $100 expedited fee in addition to other filing fees; the district also offers three-day turnaround for a $50 expedited fee.
After registering your LLC, you can apply for a federal taxpayer identification number.
References
- District of Columbia Department of Consumer and Regulatory Affairs: Corporate Registration
- District of Columbia Department of Consumer and Regulatory Affairs: Corporate Registration: Limited Liability Companies
- District of Columbia Bar Association: The Revised Limited Liability Company Act
- Findlaw: Forming an LLC
- District of Columbia: Online Organization Registration: Search and Reserve Business Names
Resources
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