District of Columbia incorporation is a straightforward matter, and this article will tell you all you need to know to incorporate in the State of District of Columbia. SunDoc is a business filing company specializing in District of Columbia incorporations. You can turn to us to handle some or all of the paperwork for you.

 

You don't need an attorney in order to file the paperwork needed to form a corporation, but you may well need professional consultation on numerous related matters. Nothing in this article can be construed as legal, tax or accounting advice. You should consult licensed professionals to give you specific advice for your situation.

 

Overview

 

To create the corporation you file Articles of Incorporation with the Secretary of State, for a filing fee. You'll need a company name that's available to use. You'll need to know which of several types of corporation you're choosing, your corporate address, and who's your Registered Agent. Also you'll need to state how many shares you're authorizing the corporation to issue, and perhaps the number of shareholders, depending on type of corporation chosen.

 

Hold your first Board of Directors meeting next. At this meeting, you will adopt bylaws. Bylaws don't need to be filed with the state. You will also appoint officers. These do not need to be in your Articles of Incorporation. Remember that, at this point, you will need to know who your directors will be (if any) and who your corporate offices will be. Lastly, you will need to obtain a federal tax ID number or EIN. Get this from the IRS.

 

Your next step is to file your Annual Report. This needs to be filed with the District of Columbia after your incorporation. Ask your tax lawyer or accountant for advice about taxation in the District of Columbia. Your Statement of Information comprises who your directors and officers are.

 

Incorporating

 

During the incorporation process, your company will need to choose between three types of corporations: the General Stock Corporation, the Close Corporation, or the Professional Corporation.

 

Professional corporations are only for certain professionals; they are mandated by the state.

 

Close Corporations are less common than General Stock Corporations. With Close corporations, you have a limit on the number of shareholders you can have (not more than 35). General Stock Corporations do not have a limit on the shareholder number.

 

The forms supplied by District of Columbia for download meet the minimum requirements of the District of Columbia Corporations Code, but you can create your own to meet your specific needs. Your attorney may well draw up a document from scratch.

 

To illustrate: the default articles of incorporation limit the corporation to one class of shares. This can be changed in a custom document. Similarly, initial directors can be named in the articles if desired, provided that all directors are included and sign the document.

 

Every corporation must have three officers: President, Treasurer and Secretary. One person can fill all these roles if desired. Generally a District of Columbia corporation must have a minimum of three directors, except for certain cases where no shares have been issued or the shareholders are less than three. Typically the bylaws will describe the number and limit of directors, unless the articles stipulate this.

 

Remember to keep minutes at all meetings. Within your bylaws, you'll need to outline how you'll hold your meetings (methods and times). Other things like the powers of your directors should be outlined in your bylaws as well.

 

If you need to change your bylaws in the future for any reason, hold a formal meeting with your shareholders and directors. Bylaws can be amended with a vote. Articles of Incorporation are slightly harder to change as you will need to file an amendment with the District of Columbia.

 

A Corporate Records Book is where a corporation stores bylaws, company documents, stock papers and meeting minutes. Corporate Kits are useful compilations of standard documents to run the corporation, customized to your state and including such things as stock certificates, a corporate seal embosser, meeting minutes and such. SunDoc can supply you one if you wish, see our Corporate Kit page.

 

Registered Agent

 

You will need a registered agent for your new corporation in the District of Columbia. SunDoc is here to help as we can outsource this step for your new corporation. Find out more about what a registered agent is and what their role is in our article: What is a Registered Agent? Why Do I Need One?

 

Generally speaking, your registered agent will be a company or business who is available at reliable business hours and at a consistent address in case the state needs to communicate with them for legal or related matters. 

 

Name Search

 

Choosing a name for your new corporation is a huge step in the process. The most important thing to remember is that the name has to be available according to the records of the Secretary of State of the District of Columbia. But there are other requirements to follow as well. For instance, you can't mislead the public with your name or choose a name that is too close to another company's name — so that it causes deception.

 

We recommend spending a lot of time choosing and developing your new corporation name. It will help you avoid a filing rejection and offer the best branding for your new corporation as you set out. SunDoc can conduct name availability searches for you or reserve your corporation name, or you can run name searches on your own.

 

EIN

 

You can apply for your EIN by submitting Form SS4 to the IRS, at no charge. SunDoc can apply for this on your behalf also. See our EIN page.

 

Next Steps

This article, C Corporation vs. S Corporation will provide you with information on the general differences between the two corporate tax structures.

 

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