LLC Annual and Biennial Report Requirements in District of Columbia
At a glance
| Periodic report obligation | Yes — a biennial (every-two-years) report filed with the Mayor through DLCP's Corporations Division (D.C. Code § 29-102.11). Both domestic LLCs and registered foreign LLCs must file. The District is one of a handful of jurisdictions on a two-year rather than annual cycle |
|---|---|
| Frequency and first report | Every two years. The first biennial report is due 'by April 1 of the year following the calendar year in which the public organic record ... became effective' — the April 1 after the year you formed — and 'by April 1st of each 2nd calendar year thereafter' (§ 29-102.11(c)) |
| Due date and filing window | April 1 of the applicable filing year (§ 29-102.11(c)). An LLC formed anytime in 2026 files its first report by April 1, 2027, then April 1, 2029, and every other year after. Information must be 'current as of the date the report is signed on behalf of the entity' (§ 29-102.11(b)) |
| Filing office and method | The Mayor, via DLCP's Corporations Division. File online through the CorpOnline portal (corponline.dlcp.dc.gov) or by paper Form BRA-25 (mail or in person). The report names 'at least one governor' — for an LLC, a manager (if manager-managed) or a member (if member-managed) (§ 29-102.11(a)(4)) |
| Required information | Entity name and jurisdiction of formation; the D.C. registered agent's name and street/mailing address; the principal-office address; the name of at least one governor; for a foreign LLC, a good-standing statement; and — for reports since January 1, 2020 — the name and residence/business address of each person owning more than 10% of the governance or distributional interest, or who controls or directs the entity's operations (§ 29-102.11(a)(1)–(7)). Omitting that ownership information triggers administrative dissolution (§ 29-102.11(a)(8)) |
| Filing fee and related charges | $300 for a domestic or foreign LLC's biennial report (DLCP Corporations Division fee schedule, as of 2026-07-16). A late biennial report adds a $100 late fee. Reinstatement after administrative dissolution is a separate $300 |
| Late fee and delinquency | A late biennial report adds a $100 late fee (DLCP fee schedule). The LLC keeps existing for a while: the Mayor may not begin a dissolution proceeding until the report is more than five months overdue (§ 29-106.01(2)), and then must serve notice and allow 60 days to cure before dissolving (§ 29-106.02(a)–(b)) |
| Dissolution, reinstatement, and cure | If the report stays unfiled more than five months past April 1, the Mayor may administratively dissolve the LLC after a 60-day notice-and-cure period (§§ 29-106.01(2), 29-106.02). A dissolved LLC 'continues its existence' only to wind up or seek reinstatement (§ 29-106.02(c)). Reinstatement has no time limit: the LLC applies, pays all fees and penalties that were due plus those that accrued while dissolved (§ 29-106.03(b)) and the $300 reinstatement fee; reinstatement 'relate[s] back' to the dissolution date as if it never occurred (§ 29-106.03(d)) |
Requirements one by one
Periodic report obligation
The District requires a biennial report — filed once every two years, not annually — with the Mayor through the Department of Licensing and Consumer Protection (DLCP), Corporations Division (D.C. Code § 29-102.11). Both D.C. LLCs and out-of-state (foreign) LLCs registered here must file. The two-year cadence is the first thing to get right: budgeting or calendaring this as an annual task will have you filing (and paying) twice as often as the District requires.
Frequency and first report
The report is due every two years, anchored to April 1. Your first one is due "by April 1 of the year following the calendar year in which the public organic record ... became effective" (§ 29-102.11(c)) — in plain terms, the April 1 after the year you formed the LLC, whether you formed in January or December. After that, it is due "by April 1st of each 2nd calendar year thereafter."
Due date and filing window
The deadline is April 1 of your filing year (§ 29-102.11(c)). An LLC formed in 2026 files first by April 1, 2027, then April 1, 2029, 2031, and so on — a fixed two-year rhythm on odd or even years depending on when you formed. The information you report must be "current as of the date the report is signed on behalf of the entity" (§ 29-102.11(b)).
Filing office and method
File with the Mayor, through DLCP's Corporations Division — online via the CorpOnline portal (corponline.dlcp.dc.gov) or on paper using Form BRA-25 by mail or in person. Section 29-102.11(a)(4) requires the report to name "at least one governor"; for an LLC, a governor is a manager (in a manager-managed LLC) or a member (in a member-managed LLC).
Required information
Section 29-102.11(a) lists what the report must contain: the entity's name and jurisdiction of formation; the D.C. registered agent's name and street and mailing address; the principal-office address; the name of at least one governor; and, for a foreign LLC, a statement that it is in good standing where it was formed. The District adds one requirement most states do not: since January 1, 2020, the report must disclose the name and residence and business address of each person owning more than 10% of the governance or distributional interest — or anyone who "controls the financial or operational decisions" or can "direct the day-to-day operations" of the LLC. This beneficial-ownership disclosure has teeth: § 29-102.11(a)(8) says a report that omits it "shall result in administrative dissolution."
Filing fee and related charges
The biennial-report fee is $300 for a domestic or foreign LLC (DLCP Corporations Division fee schedule, as of July 16, 2026). If you file late, DLCP adds a $100 late fee. And if the LLC is administratively dissolved, bringing it back costs a separate $300 reinstatement fee. There is no franchise tax bundled into the report.
Late fee and delinquency
Miss April 1 and the immediate consequence is the $100 late fee. The District is comparatively forgiving on timing after that: under § 29-106.01(2), the Mayor may not even begin a dissolution proceeding until the biennial report is "not later than 5 months after it is due" — so roughly through September 1 of your filing year, the LLC is late but not yet at risk of dissolution. During this period the LLC keeps its existence; it simply owes the report and the late fee.
Dissolution, reinstatement, and cure
Once the report is more than five months overdue, the Mayor may move to dissolve. The process is not instant: § 29-106.02(a)–(b) requires the Mayor to serve notice, then wait 60 days for the LLC to cure before signing a statement of administrative dissolution. Even after dissolution, the LLC "continues its existence as an entity" but only to wind up or "apply for reinstatement" (§ 29-106.02(c)). Reinstatement is generous: § 29-106.03 sets no deadline to apply. The LLC files an application, pays "all fees and penalties that were due ... and all fees and penalties that would have been due ... while the entity was dissolved" (§ 29-106.03(b)) plus the $300 reinstatement fee, and reinstatement "relate[s] back to, and be[comes] effective, as of the effective date of the administrative dissolution ... as if the administrative dissolution had never occurred" (§ 29-106.03(d)).
What trips people up
- It is biennial, not annual. The report is due every two years (§ 29-102.11(c)). Filing yearly wastes $300; assuming it is a one-time filing risks dissolution.
- The first deadline is the April 1 after your formation year, regardless of when you formed. Form in December 2026 and your first report is still due April 1, 2027 (§ 29-102.11(c)).
- You must disclose owners over 10%. Since 2020, leaving out the beneficial-ownership information is not a minor defect — § 29-102.11(a)(8) makes it a ground for administrative dissolution.
- Late is not the same as dissolved. A missed report costs $100 immediately, but the District gives about five months before a dissolution proceeding can start (§ 29-106.01(2)) and another 60 days to cure after notice (§ 29-106.02). Reinstatement afterward has no time limit (§ 29-106.03).
Common questions
How often does my D.C. LLC file, and when? Every two years, by April 1 — first by the April 1 following the year you formed, then every second year after (§ 29-102.11(c)).
How much does it cost? $300 for the biennial report (domestic or foreign LLC). Filing late adds a $100 late fee, and reinstatement after dissolution is another $300 (DLCP fee schedule).
Do I really have to list my LLC's owners? Yes. Since January 1, 2020, the report must name each person owning more than 10% or controlling the LLC's operations, with addresses (§ 29-102.11(a)(6)). Omitting it can lead to administrative dissolution (§ 29-102.11(a)(8)).
My D.C. LLC was administratively dissolved — can I fix it? Yes, with no deadline. Apply for reinstatement and pay the overdue and accrued fees and penalties plus the $300 reinstatement fee (§ 29-106.03(b)); reinstatement relates back as if the dissolution never happened (§ 29-106.03(d)).
Statutes and sources
- D.C. Code § 29-102.11 — biennial report: contents (including the registered agent, at least one governor, and the 2020 beneficial-ownership disclosure), the "current as of signing" rule, and the April 1 / every-second-year deadline. https://code.dccouncil.gov/us/dc/council/code/sections/29-102.11 (accessed 2026-08-17)
- D.C. Code § 29-106.01 — grounds for administrative dissolution, including failure to deliver a biennial report within five months of its due date. https://code.dccouncil.gov/us/dc/council/code/sections/29-106.01 (accessed 2026-08-17)
- D.C. Code § 29-106.02 — dissolution procedure: notice, 60-day cure, and the effect of administrative dissolution on a domestic entity. https://code.dccouncil.gov/us/dc/council/code/sections/29-106.02 (accessed 2026-08-17)
- D.C. Code § 29-106.03 — reinstatement: application, payment of accrued fees and penalties, and relation back to the dissolution date. https://code.dccouncil.gov/us/dc/council/code/sections/29-106.03 (accessed 2026-08-17)
- DLCP Corporations Division — Fees (Limited Liability Company) — official fee schedule: $300 biennial report, $100 biennial-report late fee, $300 reinstatement after administrative dissolution. https://dlcp.dc.gov/node/1621921 (accessed 2026-08-17)
Source links
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