District of Columbia: Corporation Reinstatement and Revival Requirements
The short answer
A District of Columbia business corporation may apply for reinstatement after administrative dissolution with no outside statutory filing deadline. The signed application states the former or replacement name, principal office, registered agent, dissolution date, and cure; all past and gap-period fees and penalties must be paid, and reinstatement relates back subject to protection for people who relied on the dissolution before learning of reinstatement.
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This is the general rule in District of Columbia. Ask about your specific facts and see which parts of current District of Columbia law apply, with citations to the statutes.
| 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)) |
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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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