Corporation Reinstatement and Revival Requirements in District of Columbia
At a glance
| Eligible inactive status | Domestic business corporation administratively dissolved for a fee/penalty more than 5 months late, a biennial report more than 5 months late, or no District registered agent for 60 days (§§ 29-106.01 to -106.03) |
|---|---|
| Filing window | No outside reinstatement deadline stated; apply after administrative dissolution under § 29-106.02. The entity continues only to wind up, liquidate, or apply for reinstatement while dissolved (§§ 29-106.02(c), -106.03) |
| Application or certificate contents | Signed application: name at dissolution and compliant different name if needed; principal-office address; registered-agent name/address; dissolution effective date; and statement that each ground did not exist or was cured (§ 29-106.03(a); Form GN-5) |
| Reports, taxes, fees, and penalties | Pay every fee and penalty due at dissolution plus every fee and penalty that would have been due while dissolved. GN-5 confirms biennial report filed, agent appointed, and Title 29 charges paid (§ 29-106.03(b); GN-5) |
| Name and registered-agent cure | Application may supply a different compliant name if the former name is unavailable and must state current agent name/address. GN-5 confirms the agent has been appointed (§ 29-106.03(a); GN-5) |
| Approval and signature | Application is signed by the entity; GN-5 calls for a governor or authorized person. Signing affirms material truth, and an agent/legal representative affirms authority; no notarization stated (§§ 29-106.03(a), 29-102.09; GN-5) |
| Filing office and method | Department of Licensing and Consumer Protection, Corporations Division. File GN-5 through CorpOnline with Access DC and card payment, or mail the paper form and payment to the form's listed address (GN-5; official FAQ) |
| Fixed filing fee and expediting | $300 reinstatement fee. Online expedite: add $50 for 3-day service or $100 for 1-day service; variable back fees and penalties remain separate (official fee schedule and FAQ) |
| Legal effect and third parties | Relates back to the dissolution date and activities resume as if dissolution never occurred, except rights arising from reliance before the person knew or had reason to know of reinstatement (§ 29-106.03(d)) |
Requirements one by one
Confirm that the corporation was administratively dissolved
D.C. Code § 29-106.01 permits administrative dissolution when a fee or penalty or a biennial report remains overdue for more than five months, or when the entity has no District registered agent for 60 days. The Mayor first serves a notice. If the corporation neither cures each ground nor proves it did not exist within 60 days after service, the Mayor signs and files the dissolution statement under § 29-106.02.
The dissolved entity continues to exist, but it may carry on only the work needed to wind up and liquidate or to seek reinstatement. Its registered agent's authority does not end merely because of the administrative dissolution.
Complete the signed GN-5 application
D.C. Code § 29-106.03(a) requires the name used at dissolution and, if needed, a different compliant name; the principal-office address; the registered agent's name and address; the dissolution effective date; and a statement that the grounds did not exist or have been cured. Current Form GN-5 adds the filing date and cure confirmations for the biennial report, registered agent, and Title 29 charges.
The statute says the entity signs the application. GN-5 identifies the signer as a governor or authorized person. Under § 29-102.09, signing affirms that the material facts are true, and an agent or legal representative also affirms authority to sign. Neither the statute nor GN-5 requires notarization.
Pay both the fixed charge and the corporation-specific arrears
The current business-corporation schedule lists a $300 reinstatement filing fee. That is separate from the amount required by § 29-106.03(b): every fee and penalty due at dissolution plus every fee and penalty that would have become due during the dissolved period. For context, the current business-corporation biennial report costs $300 and its late fee is $100. The corporation's filing history determines which back amounts are actually due.
File online or by paper
The Department of Licensing and Consumer Protection's Corporations Division accepts GN-5 through CorpOnline after Access DC sign-in, with online payment by credit card. The paper form also supplies a mailing address for the form and payment. The current FAQ lists a five-business-day online processing target, with optional $50 three-day or $100 one-day expedited service.
What trips people up
The posted paper form is sparser than the statute
Current Form GN-5 does not display separate blanks for the principal-office address or the registered agent's name and address, even though § 29-106.03(a)(2) says the application must state them. The form instead checks that a registered agent has been appointed. Confirm that CorpOnline or the current submission instructions capture all statutory information, especially if filing by paper.
Relation back does not erase protected reliance rights
When reinstatement becomes effective, § 29-106.03(d) relates it back to the dissolution date and lets the corporation resume as though dissolution had never occurred. But a person's rights arising from an act or omission in reliance on the dissolution remain protected if they arose before that person knew or had reason to know of the reinstatement. Review a gap-period contract, property transfer, lawsuit, or other reliance issue on its own facts.
Submission is not the same as reinstatement
The Mayor must determine that the application is complete and correct and that all required payments have been made. Only then does the Mayor cancel the dissolution statement and file and serve the statement of reinstatement. Track the filing through CorpOnline or the official entity record rather than assuming payment restored status.
Common questions
Is there a deadline to apply?
Section 29-106.03 states no outside filing deadline. The corporation remains restricted to winding up, liquidating, or applying for reinstatement while the administrative dissolution remains in effect.
Must the corporation recover its old name?
No. If the former name cannot satisfy the current name rules, the application may state a different compliant name.
Does reinstatement restore a separate business license?
Section 29-106.03 restores the filing entity's status and activities under Title 29. It does not state that a separate occupational, regulatory, or Basic Business License is automatically restored.
Statutes and sources
- D.C. Code § 29-106.01, current official text accessed 2026-08-02: administrative-dissolution grounds.
- D.C. Code § 29-106.02, current official text accessed 2026-08-02: notice, cure period, dissolution statement, restricted activity, and continuing registered-agent authority.
- D.C. Code § 29-106.03, current official text accessed 2026-08-02: application, arrears, agency determination, relation back, and reliance protection.
- D.C. Code § 29-102.09, current official text accessed 2026-08-02: signing affirmations, authority, and inaccurate-filing liability.
- DLCP Form GN-5, accessed 2026-08-02: current paper fields, signer line, cure confirmations, mailing address, and CorpOnline direction.
- DLCP business-corporation fee schedule and business-registration FAQ, accessed 2026-08-02: reinstatement and report charges, online availability, processing target, and expedite tiers.
Source links
Every statute quoted above, linked, with the date we checked it.
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