District of Columbia Foreign LLC Foreign Registration Statement Filing Package

DISTRICT OF COLUMBIA FOREIGN LLC FOREIGN REGISTRATION STATEMENT FILING PACKAGE

PART 1 - OVERVIEW AND FILING SUMMARY

PART 2 - PRE-FILING CHECKLIST

☐ Confirm the LLC is "doing business in the District" and that none of the exclusions in D.C. Code § 29-805.03 apply.

☐ Obtain a Certificate of Good Standing / Existence from the jurisdiction of formation, dated within 90 days of filing.

☐ Search the DC entity name database to confirm the name is distinguishable.

☐ Confirm the name complies with D.C. Code § 29-102.01 (must contain "limited liability company," "limited company," or an abbreviation such as "L.L.C.," "LLC," "L.C.," or "LC").

☐ If the true name is unavailable, adopt an alternate name (D.C. Code § 29-805.05).

☐ Appoint a DC registered agent (commercial or noncommercial) with a District street address (D.C. Code § 29-104.05).

☐ Confirm federal EIN.

☐ Prepare the $220 filing fee (plus any expedite fee).

☐ Calendar the biennial report (due April 1).

PART 3 - FOREIGN REGISTRATION STATEMENT (Template)

GOVERNMENT OF THE DISTRICT OF COLUMBIA - DLCP CORPORATIONS DIVISION
FOREIGN REGISTRATION STATEMENT - LIMITED LIABILITY COMPANY
Filed pursuant to D.C. Code § 29-805.02

1. Name of the Foreign Limited Liability Company (as recorded in the jurisdiction of formation):

[____________________________________________________________]

1A. Alternate Name for Use in the District (only if the true name is unavailable, per D.C. Code § 29-805.05):

[____________________________________________________________]

2. Type of Entity: Limited Liability Company

3. State or Country Under Whose Law the LLC Is Organized:

[________________________________]

4. Date of Formation in Jurisdiction of Organization:

[__/__/____]

5. Principal Office Address:

6. District of Columbia Registered Agent:

7. General Character of Business to Be Transacted in the District:

[____________________________________________________________]

8. Management Structure:

☐ Member-managed
☐ Manager-managed

9. Governors (managers if manager-managed; members if member-managed):

10. Effective Date:

☐ Upon filing
☐ Delayed effective date (not later than 90 days after filing): [__/__/____]

11. Attached Documents:

☐ Certificate of Good Standing / Existence from the home jurisdiction (dated within 90 days)
☐ Registered Agent consent (retained; submit if requested)

PART 4 - EXECUTION

The undersigned authorized person executes this Foreign Registration Statement and affirms that the facts stated are true.

PART 5 - FEE SCHEDULE

PART 6 - NAME REQUIREMENTS (D.C. Code § 29-102.01; § 29-805.05)

Required identifier: Name must contain "limited liability company," "limited company," or an abbreviation ("L.L.C.," "LLC," "L.C.," "LC").

Distinguishability: The name must be distinguishable on the records of the Corporations Division from existing and reserved names.

If the true name is unavailable, the foreign LLC must adopt an alternate name that complies with District naming rules and use it in all District activities.

PART 7 - POST-REGISTRATION COMPLIANCE

7.1 Biennial Report (D.C. Code § 29-102.11)

7.2 Registered Agent Maintenance

☐ Continuously maintain a DC registered agent (D.C. Code § 29-104.05).
☐ File a Statement of Change when the agent or address changes.

7.3 Basic Business License

☐ Determine whether a DLCP Basic Business License is required for the LLC's activity in the District.

7.4 Amendment / Withdrawal Triggers

☐ File an Amended Foreign Registration Statement when required information changes.
☐ File a Statement of Withdrawal of Registration when the LLC ceases doing business in the District (D.C. Code § 29-805.09).

PART 8 - PENALTIES FOR FAILURE TO REGISTER (D.C. Code § 29-805.02a)

A foreign LLC doing business in the District without registration:

• May not maintain an action or proceeding in a District court until it registers.
• The failure to register does not impair the validity of contracts or acts and does not prevent the LLC from defending an action.
• Is liable for all fees and penalties (including a civil penalty) it would have paid had it registered when first required.

PART 9 - SOURCES AND REFERENCES

• DC Department of Licensing and Consumer Protection - Corporations Division: https://dlcp.dc.gov/service/corporate-registration
• CorpOnline Filing Portal: https://corponline.dcra.dc.gov
• D.C. Official Code Title 29, Chapter 1, Subchapter V (Foreign Entities): https://code.dccouncil.gov/us/dc/council/code/titles/29/chapters/1/subchapters/V
• D.C. Code § 29-805.02 (Foreign registration statement): https://code.dccouncil.gov/us/dc/council/code/sections/29-805.02
• DC Business Entity Search: https://corponline.dcra.dc.gov/Account.aspx/LogOn