Corporate Registration: Foreign Filing Entity
A foreign filing entity may not do business in the District until it registers with the Superintendent of Corporations of DCRA. If an entity has commenced doing business, then it may be liable for back reports and fees as identified under Form FN-1.
Foreign filing entities include non-profit and for-profit corporations (including professional and benefit corporations), Limited Liability Companies, limited partnerships (including limited liability limited partnerships), limited liability partnerships, general cooperative associations, limited cooperative associations and statutory trusts that were formed outside of District of Columbia but wish to conduct business in D.C.
A foreign filing entity will be considered to be doing business in the District if its internal affairs are governed by the laws of another jurisdiction, but it holds itself out in the District as an entity as defined in DC Official Code 29-101.02(7)(A).
“Conducting business” is defined as any trade, profession or activity that provides, or holds itself out to provide, goods or services to the general public or any portion of the general public, for hire or compensation in the District of Columbia.
A foreign filing entity will not be considered to be doing business in the District based on performing those actions outlined in DC Official Code 29-105.05.
To register to do business in the District, a foreign filing entity must deliver a foreign registration statement form FN-1 to the Superintendent for filing.
Note: Walk-in Customers will be charged an expedited fee for one-day service in the amount of $100, in addition to regular filing fees.
Go to CorpOnline, create a profile, access the online services main page (use Internet Explorer 8 or higher version or latest version of Chrome, Firefox or Safari) and proceed. Online filers must pay by credit card.
The following online services are available for Corporate Filings:
- Online formation of all domestic filing entities (LLCs, for-profit and nonprofit corporations, limited and limited liability partnerships, general and limited cooperative associations and business trusts)
- Online registration of all foreign filing entities
- Online filing of required biennial reports for all domestic and foreign filing entities
- Online domestic name reservations and foreign name registrations
- Online trade name registrations for all filing entities and sole proprietors (general partnerships and other non filing entities).
- Online good standing certificate requests for all foreign and domestic filing entities
- Online request for certified copy of corporate filing for all filing entities
- Online search by name or file number or registered agent's name of all registered entities with expanded entity information to include report and trade name history
- Online filing for withdrawal for all foreign filing entities
- Online dissolution for domestic nonprofit corporations, for-profit corporations and limited liability companies
- Online statements of change for registered agents for nonprofit and for-profit filing entities
- Online amended registration statements for all foreign filing entities
- Online articles of amendment for domestic limited liability companies
- Online articles of amendment for domestic nonprofit corporations
- Online articles of amendments for domestic for-profit corporations
- Online reinstatements and back report filings form bra-25 for all domestic for-profit and nonprofit entities
- Online reinstatements and back report filings form bra-25 for all foreign for-profit and nonprofit entities
Every domestic and foreign corporation, Limited Liability Company, Limited Liability Partnership, Limited Partnership, General and Limited Cooperative Association, Business Trust is required to file two-year reports with Corporations Division to maintain good standing within the District of Columbia.
- First reports are due April 1 of the very next year from the year of registration.
- Foreign entities might be liable for back reports if commenced business prior to registration.
- Subsequent reports are due April 1 every two years thereafter.
All domestic and foreign filing entities that do not file mandatory biennial report for any given reporting period and/or maintain the registered agent with DCRA’s Corporation division are subject to revocation of their registration.
This revocation takes place by Superintendent of Corporations of DCRA pursuant to D.C. Code § 29-105.11 & 29-106.02.
All domestic entities are subject to administrative dissolution and all foreign entities are subject to have their registration canceled in the District of Columbia. Entities that were subject to revocation may not continue to conduct their business except for the purpose of “winding down” (closing out the business). If entity wishes to continue conducting its business it must reinstate immediately. Conducting business in revoked status may subject the entity to potential civil infractions and other penalties. Revocation takes place 1st business day of September of any given year.
For 2014 filing period, revocation has taken place as of September 4th 2014. Attached is the 2014 Entity Revocation File.
This list may not be all inclusive. Since the publication of the list some of the entities may have reinstated. To check the current status of the entity, please, access Corporations division web portal at https://corp.dcra.dc.gov or contact division.
For more information including how to reinstate your filing entity, please, contact Corporations Division at 202-442-4432.
Frequently Asked Questions
Answers for the Most Frequently Asked Questions are available here – Corporate Registration FAQ.
How much will the filing costs? View fees for all services.
Where do we mail our filings? View payment and mailing address information.
Register Your Business in DC
- Foreign Registration Statement FN-1 [PDF]
- Name Registration & Renewal Form GN-4 [PDF]
- Trade Name Registration Form [PDF]
Changes to Your Business in DC
- Amendment of Foreign Registration Statement FN-2 [PDF]
- Transfer of Foreign Registration FN-5 [PDF]
- Withdrawal of Filed Record Before Effectiveness Form GN-1 [PDF]
- Statement of Correction Form GN-2 [PDF]
- Statement or Plan of Conversion of Domestic & Foreign Filing Entity GN-11 [PDF]
- Statement of Abandonment of A Plan of Conversion of Domestic & Foreign Filing Entity GN-12 [PDF]
- Statement or Plan of Domestication of Domestic & Foreign Filing Entity GN-13 [PDF]
- Statement of Abandonment of A Plan of Domestication of Domestic & Foreign Filing Entity GN-14 [PDF]
Reinstate Your Business in DC
Ongoing Obligations in DC
- Two-Year Report for Domestic & Foreign Filing Entity BRA-25 [PDF]
- Registered Agent Combined Form RA-1-7 [PDF]