Articles of Organization LLC Washington DC

What Are Washington DC Articles of Organization?

The Articles of Organization in Washington DC, also known as the Certificate of Formation, is a legal document required to establish a Limited Liability Company (LLC) in the District of Columbia. This document serves as the official record of the LLC's formation and includes essential information about the company, such as its name, address, and management structure. The Articles of Organization are governed by the District of Columbia Code Title 29, Chapter 8. For more detailed information, you can visit the DC Department of Consumer and Regulatory Affairs (DCRA) Business Formation page.

Are Washington DC Articles of Organization Required?

Yes, filing the Articles of Organization is mandatory for forming an LLC in Washington DC. According to DC Code § 29–802.01, an LLC is not legally recognized until the Articles of Organization are filed with the DCRA. Failure to file this document means the LLC does not legally exist, and the business cannot operate under the LLC structure, which includes the benefits of limited liability protection.

Information Required in Washington DC Articles of Organization

Name Requirements

The name of the LLC must include the words "Limited Liability Company" or the abbreviations "LLC" or "L.L.C." as per DC Code § 29–103.01. The name must be distinguishable from other registered entities in DC. Certain words, such as "bank" or "university," may require additional approval. You can check name availability using the DCRA Business Name Search tool.

Washington DC Registered Agent and Registered Office

Every LLC in Washington DC must appoint a Registered Agent who is responsible for receiving legal documents on behalf of the company. The registered agent can be an individual resident of DC or a business entity authorized to do business in DC. The registered office must be a physical address in DC, not a P.O. Box, as specified in DC Code § 29–104.04. For more information, visit the DCRA Registered Agent FAQs.

Management Structure

The Articles of Organization must specify whether the LLC is member-managed or manager-managed. This choice affects who has the authority to make decisions on behalf of the LLC. Details about the management structure are outlined in DC Code § 29–804.01.

Organizer Information

An organizer is the person or entity responsible for filing the Articles of Organization. There are no residency requirements for organizers in DC, and only one organizer is required. The organizer's name and address must be included in the filing.

Purpose Statement

Washington DC allows for a general purpose statement, meaning the LLC can engage in any lawful business activity. However, if the LLC is involved in licensed professions, additional documentation may be required.

Certificate of Formation Effective Date

The effective date of the Articles of Organization can be immediate upon filing or a future date specified in the document, not exceeding 90 days from the filing date, as per DC Code § 29–802.02.

How to File Washington DC Articles of Organization

Online

The Articles of Organization can be filed online through the DCRA CorpOnline portal. The portal is available 24/7, and the processing time is typically within 3 business days. Payment can be made via credit card, and a convenience fee may apply.

Mail

To file by mail, send the completed Articles of Organization to:

Department of Consumer and Regulatory Affairs
Corporations Division
PO Box 92300
Washington, DC 20090

Include one original and one copy of the document, along with a check payable to "DC Treasurer." The processing time for mail filings is approximately 15 business days. For courier or hand-delivery, use the following address:

Department of Consumer and Regulatory Affairs
Corporations Division
1100 4th Street SW
Washington, DC 20024

Washington DC Articles of Organization Filing Fee

The filing fee for the Articles of Organization in Washington DC is $220. Additional fees may apply for expedited processing or credit card payments. For the official fee schedule, visit the DCRA Fee Schedule.

What Happens After Filing Washington DC Articles of Organization?

Once the Articles of Organization are filed and approved, the LLC is legally recognized as a business entity in Washington DC. The DCRA will issue a Certificate of Organization as evidence of filing. The LLC must obtain a Federal Employer Identification Number (EIN) from the IRS, which can be done through the IRS EIN application page. Additionally, the LLC must register for state taxes with the DC Office of Tax and Revenue. An operating agreement is recommended, though not required by law. The LLC must also file a biennial report with the DCRA to maintain good standing.

Common Mistakes When Filing Washington DC Articles of Organization

1. Name Availability Issues: Failing to check name availability can lead to rejection. Use the DCRA Business Name Search tool to ensure the name is unique.
2. Missing Required Information: Omitting essential details such as the registered agent's information can result in rejection. Ensure all fields are completed as per DC Code § 29–802.01.
3. Incorrect Fees: Submitting the wrong filing fee will delay processing. Verify the current fee on the DCRA Fee Schedule.
4. Invalid Registered Agent: The registered agent must meet DC's requirements. Refer to DC Code § 29–104.04 for details.
5. Restricted Terms Without Approval: Using restricted words without proper approval can cause rejection. Check for special approvals needed for certain terms.
6. Unsigned Documents: Ensure the Articles of Organization are signed by the organizer to avoid rejection.
7. Wrong Forms for Professional Services: Professional LLCs may require additional forms. Visit the DCRA Professional Entity Forms for guidance.
8. Delayed Effective Date Errors: If specifying a delayed effective date, ensure it does not exceed 90 days from filing as per DC Code § 29–802.02.

Additional Resources

• DC Secretary of State Main Page
• DCRA CorpOnline Filing System
• DC Office of Tax and Revenue
• Contact Information: Phone: (202) 442-4400, Email: dcra@dc.gov

This article provides general information about Washington DC LLC formation requirements under the District of Columbia Code. It is not intended as legal advice. Persons forming an LLC should consult with a private attorney regarding their specific circumstances.