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Related: Get a D.C. Registered Agent
If your company was not incorporated in the District of Columbia (Washington, D.C.), but you wish to do business there, you need to file a foreign registration statement with the Superintendent of Corporations of the Department of Consumer and Regulatory Affairs (DCRA).
Known as Foreign Qualification, this process allows a company formed in Delaware or any other state to legally transact business in D.C.
Please note: information on this page is accurate to the best of our knowledge. However, requirements and costs can be changed by states at any time and Harvard Business Services cannot guarantee the accuracy of this information.
The form you file with the District of Columbia is known as Form FN-1, or the Foreign Registration Statement. This form is similar to those used by states when applying for a Certificate of Authority.
Similarly, D.C.’s filing includes a fee and additional information. The fee is $220, regardless of your entity type, except for non-profits which pay just $80.
All entities must also include a Certificate of Good Standing from the home state, dated within 90 days of the filing.
You must also appoint and list a D.C. Registered Agent on your form. A Registered Agent must be maintained at all times. We can provide this service at a cost of just $99/year.
Harvard Business Services can assist with your application so you don’t have to deal with the District of Columbia DCRA directly. We do charge our own fee for this service, in addition to the District’s fees noted above. The exact fee can vary based upon whether your company is already filed and whether you need us to obtain additional documents to meet the state’s requirements. Please contact us for an exact quote.
If your company does or will do business in D.C., but it was not initially formed in D.C., you will often need to register as a foreign entity. Typically, “doing business” is defined by activities such as maintaining a physical office or having employees in the state.
The District of Columbia website provides the following guidance:
“Conducting business” shall be defined as any trade, profession, or activity that provides, or holds itself out to provide, goods or services to the general public or to any portion of the general public, for hire or compensation in the District of Columbia.
A foreign filing entity shall not be considered to be doing business in the District based on performing those actions outlined in D.C. Code. § 29-105.05.
This is not an exhaustive list and there may be additional activities that do not constitute doing business.
Keep in mind that even if the District of Columbia does not require a Statement of Foreign Registration for a specific activity, a bank, vendor or another party can still require one in order to establish a relationship.
All entities registered in Washington, D.C., including foreign LLCs, corporations, and other entities, are required to file a biennial report in the District every two years.
The first report is always due on April 1 in the calendar year following the year of formation and biennially thereafter. For example, a company filed on February 1, 2020, would have to file its first biennial report by April 1, 2021.
The fee for this biennial filing is $300, except for non-profits, which pay $80.
Please note that this annual requirement is independent from requirements you may have in Delaware or other states.
Harvard can provide assistance throughout the life of your company. These custom services are the most popular with our clients: