Nonprofit Corporation Formation Filing in District of Columbia

At a glance

Requirements one by one

Filing and articles

Under § 29-402.01, one or more persons deliver articles to the Mayor. Section 29-402.02(a) requires each incorporator’s name and street address, an express nonprofit statement, and whether the corporation will have members. A purpose clause belongs among the optional provisions in § 29-402.02(b)(5)(A). Under § 29-103.01(a), the name ordinarily must be distinguishable on the Mayor’s records.

Directors and agent

Initial directors may be named under § 29-402.02(b)(1). When neither initial directors nor members of a designated body are named, § 29-402.05(a)(2) sends the incorporators to an organizational meeting to elect directors or a board. The agent information required by § 29-104.04(a) permits a commercial agent, a noncommercial agent, or an officer or employee position for service. Section 29-104.03 adds a D.C. street address and a separate mailing address if different.

Signature, fee, and effect

Section 29-102.01(a)(4)–(5) requires an authorized signature with the signer’s name and capacity; it does not require a seal or acknowledgment. Designating a named agent affirms consent under § 29-104.04(b). The articles fee is $80 under 17 DCMR § 603.1. Existence begins on filing under § 29-402.03(a) unless a delayed effective date is specified; § 29-102.03 permits a delay no more than ninety days after filing.

What trips people up

A delayed date without a time takes effect at 12:01 a.m. on that date under § 29-102.03(4). The Mayor may require a matching paper copy under § 29-102.01(d).

Common questions

Must the articles name the first directors? No. Section 29-402.02(b)(1) makes that optional, and § 29-402.05(a)(2) supplies the incorporator-led organization route.

Must the articles state whether the corporation has members? Yes. Section 29-402.02(a)(5) requires that statement.

Statutes and sources

• D.C. Code § 29-402.01: “29-402.01 Incorporators. One or more persons may act as the incorporators of a nonprofit corporation by delivering articles of incorporation to the Mayor for filing.” Official source (accessed 2026-10-01).

• D.C. Code § 29-402.02: “29-402.02 Articles of incorporation. (a) The articles of incorporation shall set forth: (1) A name for the nonprofit corporation that satisfies the requirements of § 29-103.01; (2) The information required by § 29-104.04; (3) That the corporation is incorporated as a nonprofit corporation under this chapter; (4) The name and street address of each incorporator; and (5) Whether the corporation will have members. (b) The articles of incorporation may set forth: (1) The names of the individuals who are to serve as the initial directors; (2) Provisions creating one or more designated bodies; (3) The names of the initial members of a designated body; (4) The names of the initial members, if any; (5) Provisions not inconsistent with law regarding: (A) The purpose or purposes for which the nonprofit corporation is organized; (B) Managing the business and regulating the affairs of the corporation; (C) Defining, limiting, and regulating the powers of the corporation, its board of directors, any designated body, and the members, if any; (D) The characteristics, qualifications, rights, limitations, and obligations attaching to each or any class of members; or (E) The distribution of assets on dissolution; (6) Any provision that this chapter requires or permits to be set forth in the articles or bylaws; (7) A provision permitting or making obligatory indemnification of a director for liability, as defined in § 29-406.50, to any person for any action taken, or any failure to take any action, as a director, except liability for: (A) Receipt of a financial benefit to which the director is not entitled; (B) An intentional infliction of harm; (C) A violation of § 29-406.33; or (D) An intentional violation of criminal law; and (8) Provisions required if the corporation is to be exempt from taxation under federal, state, or local law. (c) The liability of a director of a nonprofit corporation that is not a charitable corporation may be eliminated or limited by a provision of the articles of incorporation that a director is not liable to the corporation or its members for money damages for any action taken, or any failure to take any action, as a director, except liability for: (1) The amount of a financial benefit received by the director to which the director is not entitled; (2) An intentional infliction of harm; (3) A violation of § 29-406.33; or (4) An intentional violation of criminal law. (d) The articles of incorporation need not set forth any of the corporate powers enumerated in this chapter. (e) Provisions of the articles of incorporation may be made dependent upon facts objectively ascertainable outside the articles of incorporation in accordance with § 29-401.04.” Official source (accessed 2026-10-01).

• D.C. Code § 29-402.03: “29-402.03 Incorporation. (a) Unless a delayed effective date is specified, the corporate existence begins when the articles of incorporation are filed. (b) The filing of the articles of incorporation by the Mayor is conclusive proof that the incorporators satisfied all conditions precedent to incorporation except in a proceeding by the District to cancel or revoke the incorporation or involuntarily dissolve the nonprofit corporation.” Official source (accessed 2026-10-01).

• D.C. Code § 29-402.05: “29-402.05 Organization of corporation. (a) After incorporation: (1) If initial directors or members of a designated body are named in the articles of incorporation, those persons shall hold an organizational meeting, as appropriate, at the call of a majority of them, to complete the organization of the nonprofit corporation by electing directors, when the organization of the corporation is to be completed by a designated body, appointing officers, adopting bylaws, and carrying on any other business brought before the meeting; (2) If initial directors or members of a designated body are not named in the articles, the incorporator or incorporators shall hold an organizational meeting at the call of a majority of the incorporators to elect: (A) Directors and complete the organization of the nonprofit corporation; or (B) A board of directors who shall complete the organization of the corporation. (b) Action required or permitted by this chapter to be taken by incorporators at an organizational meeting may be taken without a meeting if the action taken is evidenced by one or more consents in the form of a record describing the action taken and signed by each incorporator. (c) An organizational meeting may be held in or outside of the District.” Official source (accessed 2026-10-01).

• D.C. Code § 29-103.01: “29-103.01 Permitted names. (a) Except as otherwise provided in subsections (b) and (d) of this section, the name of a domestic entity, and the name under which a foreign filing entity or foreign limited liability partnership may register to do business in the District, shall be distinguishable on the records of the Mayor from any: (1) Name of another domestic filing entity or limited liability partnership; (2) Name of a foreign entity that is registered to do business in the District under subchapter V of this chapter; (3) Name that is reserved under § 29-103.03; (4) Name that is registered under § 29-103.04; or (5) Assumed name registered under subchapter I-C of Chapter 28 of Title 47. (b) An entity may consent in a record to the use of its name by another registered entity, but the consenting entity must, in a form satisfactory to the Mayor, change its name so that it is distinguishable from any name in any category of names in subsection (a) of this section. (c) Except as otherwise provided in subsection (d) of this section, in determining whether a name is the same as or not distinguishable on the records of the Mayor from the name of another entity, words, phrases, or abbreviations indicating the type of entity, such as “corporation”, “corp.”, “incorporated”, “Inc.”, “professional corporation”, “PC”, “professional association”, “PA”, “Limited”, “Ltd.”, “limited partnership”, “LP”, “limited liability partnership”, “LLP”, “registered limited liability partnership”, “RLLP”, “limited liability limited partnership”, “LLLP”, “registered limited liability limited partnership”, “RLLLP”, “limited liability company”, or “LLC”, shall not be taken into account. (d) An entity may consent in a record to the use of a name that is not distinguishable on the records of the Mayor from its name except for the addition of a word, phrase, or abbreviation indicating the type of entity described in subsection (c) of this section. In such a case, the entity need not change its name pursuant to subsection (b) of this section. (e) An entity name shall not contain the words “bank”, “banking”, “credit union”, “insurance”, or words of similar import, without the prior approval of the Mayor. (f) An entity name shall not be the same as, or so deceptively similar to, the name of any department, agency, or instrumentality of the United States or the District of Columbia so as to mislead the public or cause confusion.” Official source (accessed 2026-10-01).

• D.C. Code § 29-104.03: “29-104.03 Addresses in filings. If a provision of this subchapter other than § 29-104.10(a)(4) requires that a record state an address, the record shall state a: (a) (1) Street address in the District; and (2) Mailing address in the District, if different from the address described in paragraph (1) of this section.” Official source (accessed 2026-10-01).

• D.C. Code § 29-104.04: “29-104.04 Designation of registered agent. (a) A registered agent filing shall be signed by the entity and state: (1) The name of the represented entity’s commercial registered agent; or (2) If the entity does not have a commercial registered agent: (A) The name and address of the entity’s noncommercial registered agent; or (B) If the entity designates an officer or employee to accept service of process, the title of the office or other position and the address of the business office of that person. (b) The designation of a registered agent pursuant to subsection (a)(1) or (2)(A) of this section shall be an affirmation under § 29-102.09 by the represented entity that the agent has consented to serve. (c) The Mayor shall make available in a record as soon as practicable a daily list of filings that contain the name of a registered agent. The list shall: (1) Be available for at least 14 calendar days; (2) List in alphabetical order the names of the registered agents; and (3) State the type of filing and name of the represented entity making the filing.” Official source (accessed 2026-10-01).

• D.C. Code § 29-102.01: “29-102.01 Entity filing requirements. (a) To be filed by the Mayor pursuant to this title, an entity filing shall be received by the office of the Mayor, and shall comply with this title, and satisfy the following: (1) The entity filing shall be required or permitted by this title. (2) The entity filing shall be physically delivered in written form unless and to the extent the Mayor permits electronic delivery of entity filings in other than written form. (3) The words in the entity filing shall be in English and numbers shall be in Arabic or Roman numerals, but the name of the entity need not be in English if written in English letters or Arabic or Roman numerals. (4) The entity filing shall be signed by or on behalf of a person authorized or required under this title to sign the filing. (5) The entity filing shall state the name and capacity, if any, of each individual who signed it, either by or on behalf of the person authorized or required to sign the filing, but need not contain a seal, attestation, acknowledgment, or verification. (b) If a law other than this title prohibits the disclosure by the Mayor of information contained in an entity filing, the Mayor shall accept the filing if it otherwise complies with this title, but the Mayor may redact the information. (c) When an entity filing is delivered to the Mayor for filing, any fee required under this chapter and any fee, tax, or penalty required to be paid under this title or law other than this title shall be paid in a manner permitted by the Mayor or by that law. (d) The Mayor may require that an entity filing delivered in written form be accompanied by an identical or conformed copy. (e) Any record filed under this title may be signed by an agent.” Official source (accessed 2026-10-01).

• D.C. Code § 29-102.03: “29-102.03 Effective time and date. Except as otherwise provided in this title and subject to § 29-102.05(d), an entity filing shall be effective: (1) On the date and at the time of its filing by the Mayor as provided in § 29-102.06; (2) On the date of filing and at the time specified in the entity filing as its effective time, if later than the time under paragraph (1) of this section; (3) If permitted by this title, at a specified delayed effective time and date, which shall not be more than 90 days after the date of filing; or (4) If a delayed effective date as permitted by this title is specified, but no time is specified, at 12:01 a.m. on the date specified, which may not be more than 90 days after the date of filing.” Official source (accessed 2026-10-01).

• 17 DCMR § 603.1: “The following fees shall be charged for filings by nonprofit corporations: Articles of incorporation: eighty dollars ($80);” Official source (accessed 2026-10-01).