District of Columbia Foreign LLC Foreign Registration Statement Filing Package

DISTRICT OF COLUMBIA FOREIGN LLC REGISTRATION PACKAGE

This package tracks the current D.C. Business Organizations Code and DLCP's official Foreign Registration Statement, Form FN-1 (Version 4, October 2022).

1. PRE-FILING REVIEW

A. Is Registration Required?

Under D.C. Code § 29-105.02(a), a foreign filing entity may not do business in the District until it registers with the Mayor.

Under § 29-105.05(a), the following activities, standing alone, do not constitute doing business for purposes of Title 29:

☐ Maintaining, defending, mediating, arbitrating, or settling an action or proceeding

☐ Conducting internal-affairs activities, including meetings of interest holders or governors

☐ Maintaining accounts in financial institutions

☐ Maintaining offices or agencies for transferring, exchanging, or registering entity interests, or maintaining trustees or depositories for those interests

☐ Selling through independent contractors

☐ Soliciting or obtaining orders that require acceptance outside the District before becoming contracts

☐ Creating or acquiring indebtedness, mortgages, or security interests in property

☐ Securing or collecting debts, enforcing mortgages or security interests, or holding, protecting, or maintaining property acquired through those activities

☐ Conducting an isolated transaction that is not in the course of similar transactions

☐ Doing business in interstate commerce

Section 29-105.05 does not place a fixed number of days on the isolated-transaction exclusion. Its exclusions do not determine service-of-process, tax, licensing, or regulatory obligations under other District law.

B. Filing Materials

☐ Completed Form FN-1

☐ Filing fee of $220

☐ Original certificate of good standing or existence issued by the formation jurisdiction not more than 90 days before filing

☐ Compliant true name or alternate name

☐ District registered agent information

☐ Names and residence and business addresses for every person who satisfies the ownership/control disclosure test in D.C. Code § 29-102.01(a)(6)-(7)

☐ Name and street and mailing addresses of at least one governor, as required by § 29-105.03(6)

2. NAME REVIEW

Under D.C. Code §§ 29-103.01, 29-103.02(f), and 29-105.06:

☐ The name is distinguishable on the Mayor's records from protected entity, reserved, registered, and assumed names

☐ A nonprofessional LLC name contains "limited liability company," "limited company," "L.L.C.," "LLC," "L.C.," or "LC"

☐ A professional LLC name contains "professional limited liability company," "P.L.L.C.," or "PLLC"

☐ The name does not use restricted financial or insurance wording without required approval and is not deceptively similar to a government body

If the true name does not comply, the foreign LLC must adopt a compliant alternate name before registering. After registration under an alternate name, § 29-105.06(a) permits use of the alternate name, the entity's true name with its formation jurisdiction clearly identified, or another permitted name.

True legal name: [________________________________]

Alternate name, if required: [________________________________]

Name-search date: [__/__/____]

3. DISTRICT REGISTERED AGENT

D.C. Code § 29-104.02 requires a registered foreign entity to designate and maintain a registered agent in the District. Under §§ 29-104.03 and 29-104.04, the filing must identify either a commercial registered agent or a noncommercial agent and provide the required District address information. Designating the agent affirms that the agent consented to serve.

4. FORM FN-1 — FOREIGN REGISTRATION STATEMENT

District of Columbia Government

Department of Licensing and Consumer Protection — Corporations Division

Foreign Registration Statement, Form FN-1

Authority: D.C. Code §§ 29-105.03 and 29-102.01

1. Entity Name

[____________________________________________________________]

2. Entity Type

Limited Liability Company

3. Alternate Name, if the True Legal Name Is Unavailable

[____________________________________________________________]

4. Formation Jurisdiction

State, province, or country: [________________________________]

5. Date of Organization

[__/__/____]

6. Date Business Began or Will Begin in the District

☐ Upon registration

☐ Other date: [__/__/____]

An entity that began doing business before registration may owe back reports, fees, penalties, or other charges under D.C. Code § 29-105.02(f). The FN-1 instructions direct such an entity to contact the Corporations Division for exact fees and filing instructions.

7. Principal Office and Formation-Jurisdiction Office

8. District Registered Agent

9. Proposed District Activity

[____________________________________________________________]

10. Governor and Ownership/Control Disclosures

Identify at least one governor with street and mailing addresses. Also identify each person whose direct or indirect legal or beneficial ownership of a governance or total distributional interest exceeds 10%, and each person at or below 10% who controls financial or operational decisions or can direct day-to-day operations. If a disclosed owner is a foreign entity, supply the corresponding natural-person ownership/control information required by § 29-102.01(a)(7).

11. Certificate of Good Standing or Existence

☐ Attached is an original certificate issued by the formation jurisdiction not more than 90 days before filing.

12. Execution

Signing an entity filing affirms under D.C. Code § 29-102.09 that its facts are true in all material respects.

5. FILING, FEES, AND PROCESSING

DLCP's business-registration FAQ states that non-expedited online filings are generally processed within five business days. Expedited service availability depends on the filing method.

Online: https://corponline.dlcp.dc.gov

Mail:

Department of Licensing and Consumer Protection

Corporations Division

P.O. Box 92300

Washington, DC 20090

The official FN-1 instructs filers to make online filings through CorpOnline and provides the mailing address above for paper filings.

6. POST-REGISTRATION COMPLIANCE

A. Biennial Report

Under D.C. Code § 29-102.11, the first biennial report is due by April 1 of the year after the calendar year of registration. Later reports are due by April 1 of every second calendar year thereafter.

The report must include current entity, formation-jurisdiction, registered-agent, principal-office, governor, foreign-entity good-standing, and ownership/control information required by the statute. The current for-profit biennial-report fee is $300, with a $100 late fee.

B. Amendments

Under D.C. Code § 29-105.04, file an amendment if the entity's name, entity type, formation jurisdiction, required office address, or registered-agent information changes. Section 29-102.01(a)(9) separately requires an amendment when required ownership/control information changes.

C. Registered Agent Changes

Maintain a registered agent continuously. D.C. Code § 29-104.07 permits a represented entity to change its registered-agent filing information by filing a statement of change; designation of a new agent affirms the new agent's consent.

D. Withdrawal

When the LLC is no longer doing business in the District, it may file Form FN-3, Withdrawal of Foreign Registration Statement, under D.C. Code § 29-105.07. The statement must include the entity's name, formation jurisdiction, entity type, confirmation that it is not doing business and withdraws, revocation of the registered agent's authority, and an address for service of process. The current for-profit filing fee is $220.

Registration authorizes the foreign filing entity to conduct business under Title 29, but the FN-1 instructions state that it does not license the activity, issue a permit, or register the entity for tax purposes.

7. CONSEQUENCES OF DOING BUSINESS WITHOUT REGISTRATION

Under D.C. Code § 29-105.02:

• An unregistered foreign filing entity doing business in the District may not maintain an action or proceeding in the District until registered.
• Failure to register does not invalidate the entity's contracts or acts or prevent it from defending an action or proceeding.
• An interest holder's or governor's liability remains governed by the formation jurisdiction, and limited liability is not waived solely because the entity did business without registering.
• The entity is liable for fees, penalties, and other charges it would have owed if it had registered and filed all required reports for the relevant period, and it cannot register until those amounts are paid.

8. OFFICIAL SOURCES

• D.C. Code § 29-102.01 — entity filing requirements: https://code.dccouncil.gov/us/dc/council/code/sections/29-102.01
• D.C. Code § 29-102.09 — signing entity filings: https://code.dccouncil.gov/us/dc/council/code/sections/29-102.09
• D.C. Code § 29-102.11 — biennial reports: https://code.dccouncil.gov/us/dc/council/code/sections/29-102.11
• D.C. Code §§ 29-103.01 and 29-103.02 — entity names: https://code.dccouncil.gov/us/dc/council/code/sections/29-103.01 and https://code.dccouncil.gov/us/dc/council/code/sections/29-103.02
• D.C. Code §§ 29-104.02 through 29-104.04 — registered agents: https://code.dccouncil.gov/us/dc/council/code/sections/29-104.02
• D.C. Code §§ 29-105.02 through 29-105.07 — foreign entities: https://code.dccouncil.gov/us/dc/council/code/titles/29/chapters/1/subchapters/V
• DLCP Form FN-1: https://dlcp.dc.gov/sites/default/files/dc/sites/DLCP/publication/attachments/FN-1%20Foreign%20Registration%20Statement.pdf
• DLCP foreign-entity fee schedule: https://dlcp.dc.gov/node/1619996
• DLCP corporate-registration FAQ: https://dlcp.dc.gov/page/corporations-division-business-registration-faqs
• CorpOnline: https://corponline.dlcp.dc.gov