Foreign Qualification Application

FOREIGN REGISTRATION STATEMENT

Form FN-1 Preparation Worksheet — Foreign For-Profit Business Corporation

Use this worksheet to collect information for the current District of Columbia Foreign Registration Statement, Form FN-1. Form FN-1 is a shared foreign-entity form; this version is limited to a standard foreign for-profit business corporation.

Registration under Title 29 authorizes the corporation to do business as a registered foreign entity. The FN-1 instructions state that registration does not license the corporation's activity, issue a permit, or register it for District taxes.

1. PRE-FILING REGISTRATION REVIEW

D.C. Code § 29-105.02 generally prohibits a foreign filing entity from doing business in the District before registration. Section 29-105.05 states that the following activities, standing alone, do not constitute doing business for Title 29 registration purposes:

• maintaining, defending, mediating, arbitrating, or settling a proceeding;
• carrying on internal-affairs activities, including meetings of interest holders or governors;
• maintaining financial-institution accounts;
• maintaining offices or agencies for transfers, exchanges, or registration of entity interests, or 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;
• securing or collecting debts, enforcing security interests, or holding, protecting, or maintaining property acquired through those activities;
• conducting an isolated transaction outside a course of similar transactions; and
• doing business in interstate commerce.

These exclusions do not determine service-of-process, tax, licensing, or regulatory duties under other District law.

Registration review completed by: [________________________________]

Review date: [MM/DD/YYYY]

Conclusion: ☐ Register before beginning business ☐ Obtain legal advice before deciding

2. CORPORATE NAME, TYPE, AND FORMATION

2.1 True Legal Name

Exact name shown in the formation jurisdiction's records:

[____________________________________________________________]

A business-corporation name used for District registration must satisfy the distinguishability rules in D.C. Code § 29-103.01 and contain an authorized corporate designation under § 29-103.02(a).

2.2 Alternate Name, If Required

Use an alternate name only if the true name is unavailable or does not contain an appropriate corporate qualifier.

Alternate District name:

[____________________________________________________________]

After registering under an alternate name, D.C. Code § 29-105.06 permits the corporation to do business under the alternate name, its true name with the formation jurisdiction clearly identified, or another authorized assumed or fictitious name.

2.3 Entity Type and Formation Data

Form FN-1 does not request authorized shares, par value, duration, or a certified copy of the articles of incorporation. Do not add those items to the filing package solely because the legacy template requested them.

3. BUSINESS-COMMENCEMENT DATE AND PROPOSED ACTIVITY

Date the corporation started or will start doing business in the District:

• ☐ Upon registration
• ☐ Other date: [MM/DD/YYYY]

If the corporation began doing business before registration, D.C. Code § 29-105.02(f) makes it liable for the fees, penalties, and other charges it would have owed during the unregistered period. The FN-1 instructions direct a prior operator to contact the Corporations Division for exact fees and instructions.

Brief description of proposed District activity:

[____________________________________________________________]

[____________________________________________________________]

4. CORPORATE OFFICES

4.1 Principal Office

4.2 Formation-Jurisdiction Office, If Required

If the formation jurisdiction's law requires the corporation to maintain an office there, provide that office's street and mailing addresses.

5. DISTRICT REGISTERED AGENT

D.C. Code § 29-104.02 requires a registered foreign entity to designate and maintain a registered agent in the District. The filing must identify either a commercial registered agent or a noncommercial registered agent and provide the applicable District address information.

Agent type — check one:

• ☐ Commercial registered agent
• ☐ Noncommercial registered agent
• ☐ Officer or employee designated by office or position

Consent confirmation: ☐ The agent has consented to serve.

The designation itself affirms the agent's consent under D.C. Code § 29-104.04(b). Current Form FN-1 does not require a separate signed agent-consent attachment.

6. DIRECTOR AND OWNERSHIP/CONTROL DISCLOSURES

D.C. Code § 29-105.03(6) requires the name and street and mailing addresses of a governor. For a business corporation, a governor is a director.

Identify at least one current director:

D.C. Code § 29-102.01(a)(6)-(7) also requires disclosure of every person whose direct or indirect, legal or beneficial ownership of a governance or total distributional interest:

• exceeds 10%; or
• does not exceed 10%, but the person controls the corporation's financial or operational decisions or can direct its day-to-day operations.

If a disclosed owner is itself a foreign entity, provide the corresponding natural-person ownership/control information required by § 29-102.01(a)(7).

Do not substitute a general officer-and-director list for the statutory director and ownership/control disclosures.

7. CERTIFICATE OF GOOD STANDING OR EXISTENCE

Attach an original certificate issued by an authorized officer of the formation jurisdiction no more than 90 days before the District filing date.

☐ The certificate will be no more than 90 days old when Form FN-1 is filed.

8. EXECUTION

The filing must state the name and capacity of each individual signer. Signing is an affirmation under D.C. Code § 29-102.09 that the filing's facts are true in all material respects.

Current Form FN-1 does not require a corporate seal, attestation, acknowledgment, verification, or notarization.

9. FILING AND CURRENT FEES

Online: File through CorpOnline using an Access DC account.

Paper: Follow the mailing instructions on the current FN-1 and make the filing-fee payment as directed by DLCP. Confirm the address and payment method immediately before mailing.

DLCP has announced a transition to its BOSS registration and licensing system in August 2026. Re-check the live filing route and current form immediately before submission.

10. POST-REGISTRATION COMPLIANCE

10.1 Biennial Report

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

First report due: [MM/DD/YYYY]

The report includes current entity, formation-jurisdiction, registered-agent, principal-office, director, good-standing, and ownership/control information. The current for-profit report fee is $300, with a $100 late fee.

10.2 Amendments

File an amendment under D.C. Code § 29-105.04 if the corporation changes its:

• name;
• entity type;
• formation jurisdiction;
• required principal-office or formation-jurisdiction office address; or
• registered-agent information.

D.C. Code § 29-102.01(a)(9) separately requires an amendment when the required ownership/control information changes. Section 29-105.04 does not impose the legacy template's blanket 30-day deadline for every amendment.

10.3 Registered-Agent Changes

Use the registered-agent statement-of-change procedure under D.C. Code § 29-104.07. Under § 29-105.11(a)(4), failure to file the statement within 30 days after a change in the agent's name or address is a ground for termination.

10.4 Termination and Reinstatement

D.C. Code § 29-105.11 authorizes termination if the corporation:

• fails to pay a required fee or penalty within 60 days after its due date;
• fails to file a biennial report within 60 days after its due date;
• lacks a required registered agent; or
• fails to file the agent name/address change described above within 30 days.

The termination effective date must be at least 60 days after delivery of the statutory notice or information, and curing every stated ground before that date prevents termination. If registration has terminated, DLCP currently provides Form FN-6; cure the stated grounds, file required reports, appoint an agent, and pay all applicable fees and penalties. The current reinstatement fee is $300. Do not rely on the legacy template's nonexistent § 29-105.14 or two-year limit.

10.5 Withdrawal

When the corporation is no longer doing business in the District, use Form FN-3 under D.C. Code § 29-105.07. The withdrawal states the entity name, formation jurisdiction and type, confirms it is not doing business and withdraws, revokes the registered agent's authority, and provides an address for service of process.

Withdrawal does not itself resolve the corporation's licensing or tax obligations. Current law and Form FN-3 do not require the legacy template's tax-clearance attachment or five-year service period.

11. FILING CHECKLIST

• ☐ Determine whether the corporation's activities require registration.
• ☐ Confirm the true name and any required alternate name.
• ☐ Gather formation jurisdiction, organization date, commencement date, and proposed activity.
• ☐ Gather the principal-office and any required formation-jurisdiction office addresses.
• ☐ Select a District registered agent, confirm consent, and gather required addresses and email.
• ☐ Identify at least one director and complete all ownership/control disclosures.
• ☐ Obtain an original good-standing or existence certificate no more than 90 days old.
• ☐ Have an authorized person review and sign Form FN-1.
• ☐ Pay the current $220 fee and retain the filing receipt and accepted record.
• ☐ Calendar the first April 1 biennial-report deadline.

SOURCES AND REFERENCES

• D.C. Code § 29-101.02 — definitions, including governor
• D.C. Code § 29-102.01 — entity filing requirements
• D.C. Code § 29-102.09 — signing entity filings
• D.C. Code § 29-102.11 — biennial reports
• D.C. Code §§ 29-103.01 and 29-103.02 — entity names
• D.C. Code §§ 29-104.02 through 29-104.07 — registered agents
• D.C. Code §§ 29-105.02 through 29-105.07 — foreign registration
• D.C. Code § 29-105.11 — termination of registration
• DLCP Form FN-1 — Foreign Registration Statement
• DLCP Form FN-3 — Withdrawal of Foreign Registration Statement
• DLCP Form FN-6 — Reinstatement of Foreign Registration Statement
• DLCP foreign-entity fee schedule
• DLCP business-registration FAQ