District of Columbia: Domestic LLC Formation Filing Requirements
The short answer
A D.C. LLC files an organizer-signed certificate of organization, submitted on DLCP Form DLC-1 as Articles of Organization, stating its compliant name, principal-office and registered-agent information, at-least-one-member statement, and required ownership or control disclosures. The filing costs $99 and may take effect on filing or up to 90 days later; formation also requires at least one member. No publication filing is required, but the first $300 biennial report is due by April 1 after the calendar year in which the formation record became effective.
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This is the general rule in District of Columbia. Ezel applies current District of Columbia law to your specific facts and answers with citations to the statutes.
| Governing law and filing record | D.C. Uniform LLC Act; Mayor through DLCP. Statute: certificate of organization; agency Form DLC-1: Articles of Organization (§ 29-802.01) |
|---|---|
| Organizer and signature | One or more persons organize and sign; form asks organizer name, address, signature, and date. Filing states signer name/capacity; no seal, acknowledgment, or verification (§§ 29-802.01(a), 29-102.01(a)) |
| Required entity and purpose terms | Compliant distinguishable name plus current form's statement that the LLC has at least one member. No ordinary-LLC purpose or duration statement (§§ 29-103.01, 29-103.02(f), 29-802.01(b), (d); DLC-1) |
| Addresses and service fields | Initial principal-office street and mailing addresses; commercial-agent name, or noncommercial-agent name and D.C. street/mailing address or internal position/address (§§ 29-802.01(b)(2), 29-104.03–.04) |
| Management and owner disclosure | No member/manager-management election. Disclose each >10% direct/indirect owner and any person controlling financial/operational decisions or day-to-day operations (§ 29-102.01(a)(6)–(8); DLC-1) |
| Optional and restricted provisions | Other statements allowed, but not as a statement of authority; a provision barred in an operating agreement remains ineffective in the certificate (§§ 29-802.01(c), 29-801.09(c)) |
| Filing method, fee, and attachments | CorpOnline or paper Form DLC-1 by mail; $99 base fee. Current ordinary-LLC form lists no separate attachment; optional expedite costs extra (DLCP, as of July 29, 2026) |
| Formation and effective date | Formed when Mayor files the certificate, it becomes effective, and at least one person becomes a member. Filing-time, later same-day time, or delayed date/time ≤90 days (§§ 29-802.01(d), 29-102.03) |
| Publication and initial follow-up | No statewide publication or proof filing. First $300 biennial report due April 1 after the calendar year the formation record became effective; then every second year (§ 29-102.11(c); DLCP) |
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Requirements one by one
Formation record and organizer
D.C. Code § 29-802.01(a) says that “one or more persons” may organize the LLC
by signing and delivering a certificate of organization to the Mayor. DLCP's
current Form DLC-1 uses the heading Articles of Organization for that same
filing. The organizer need not be identified as a member, but the form asks for
the organizer's name, address, signature, and date.
The general filing rule adds that the filing must state each individual
signer's name and capacity, if any, and needs no seal, attestation,
acknowledgment, or verification (§ 29-102.01(a)(5)). Signing is still an
affirmation, under false-statement penalties, that the material facts are true
(§ 29-102.09(a)).
Required public information
Section 29-802.01(b) requires the compliant LLC name and the initial
principal-office and registered-agent information. The name must be
distinguishable under § 29-103.01(a) and use an ordinary LLC designator under
§ 29-103.02(f). The registered-agent field follows § 29-104.04(a). Form DLC-1
also requires a statement that the company has at least one member. It treats
purpose as a miscellaneous provision for a professional LLC, not as a required
term for the ordinary LLC covered here.
The ownership filing is broader than a list of formal members. Under
§ 29-102.01(a)(6), the public record must identify each person whose direct or
indirect ownership exceeds 10%, plus a person below that threshold who controls
financial or operational decisions or can direct daily operations. The filing
includes residence and business addresses.
Optional provisions and limits
Section 29-802.01(c) permits additional statements, but says the certificate is
not a statement of authority. It also cannot rescue an internal term that the
Act makes ineffective: § 29-801.09(c) applies the operating-agreement limits to
an effective filed record as well.
If the certificate and operating agreement conflict on an otherwise permitted
matter, § 29-801.09(d) makes the agreement control for members, managers,
transferees, and dissociated members, while the public filing can control for an
outsider who reasonably relies on it.
Filing and effective date
DLCP lists a $99 certificate-of-organization fee. Form DLC-1 may be filed
through CorpOnline or mailed to the Corporations Division. The current form
lists no separate attachment for an ordinary LLC.
Under § 29-102.03, the filing can take effect when filed, at a stated later time
that day, or at a delayed date and time no more than 90 days later. If a delayed
date gives no time, the statutory time is 12:01 a.m. Formation occurs only when
the Mayor has filed the certificate, it has become effective, and at least one
person has become a member (§ 29-802.01(d)).
First report
D.C. requires no newspaper notice or proof-of-publication filing for this
ordinary formation. The first follow-up is the biennial report. D.C. Code
§ 29-102.11(c) makes it due by April 1 of the year after the calendar year in
which the formation record became effective; DLCP currently charges $300.
For example, a record effective December 31, 2026 has its first report due
April 1, 2027. If a valid delayed date makes the record effective January 2,
2027 instead, the first report is due April 1, 2028.
What trips people up
- The statute and form use different document names. D.C. Code
§ 29-802.01 calls it a certificate of organization; DLCP's DLC-1 calls it
Articles of Organization. They are the same formation filing here. - The paper form and statute do not line up cleanly on the principal-office
address. Section 29-802.01(b)(2) requires both street and mailing addresses,
while current Form DLC-1 labels only a street-address line. Supply both when
they differ or confirm how the current CorpOnline workflow captures the
mailing address. - Filing is not the only formation condition. The certificate must be filed
and effective, and at least one person must become a member. DLC-1 therefore
includes an express at-least-one-member statement. - The $99 formation fee does not include the first report. The biennial
report is a separate $300 filing and can arrive only a few months after a
late-year formation.
Common questions
Does a delayed effective date change the first report year?
It can. Section 29-102.11(c) keys the deadline to the calendar year in which
the public formation record became effective, not merely the date it was
submitted.
Must every member be publicly listed?
Not solely because the person is a member. The formation filing instead uses
the statutory ownership-and-control test: more than 10% ownership, or the
specified financial, operational, or day-to-day control (§ 29-102.01(a)(6)).
Statutes and sources
- D.C. Code § 29-802.01 — organizer, certificate contents, optional
statements, and formation conditions.
https://code.dccouncil.gov/us/dc/council/code/sections/29-802.01
(accessed 2026-07-29) - D.C. Code §§ 29-103.01 and 29-103.02(f) — distinguishability and ordinary
LLC name designators.
https://code.dccouncil.gov/us/dc/council/code/sections/29-103.02
(accessed 2026-07-29) - D.C. Code §§ 29-102.01 and 29-102.09 — signer, ownership/control
disclosure, payment, agent signature, and false-statement affirmation.
https://code.dccouncil.gov/us/dc/council/code/sections/29-102.01
(accessed 2026-07-29) - D.C. Code §§ 29-104.03 to 29-104.04 — registered-agent address and
designation information.
https://code.dccouncil.gov/us/dc/council/code/sections/29-104.04
(accessed 2026-07-29) - D.C. Code § 29-801.09 — ineffective filed terms and filing/agreement
conflicts.
https://code.dccouncil.gov/us/dc/council/code/sections/29-801.09
(accessed 2026-07-29) - D.C. Code §§ 29-102.03 and 29-102.11(c) — effective-date options and the
first biennial-report deadline.
https://code.dccouncil.gov/us/dc/council/code/sections/29-102.03
(accessed 2026-07-29) - DLCP Form DLC-1, LLC fee schedule, and Business Registration FAQs —
current paper fields, online and mail routes, $99 formation fee, $300 first
report, and optional expedited service.
https://dlcp.dc.gov/sites/default/files/dc/sites/DLCP/publication/attachments/DLC-1%20Articles%20of%20Organization%20for%20Domestic%20Limited%20Liability%20Company.pdf
(accessed 2026-07-29)
Source links
Every statute quoted above, linked, with the date we checked it.
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