Sponsored by:
CorpAssist
1090 Vermont Avenue, N.W.
Suite 910
Washington, DC 20005
www.corpassist.com
Phone: (202) 371-8090
Toll Free: (800) 438-2996
Fax: (202) 371-1945
|
Department of Consumer & Regulatory Affairs
Status Search
Forms
|
| Fax File: |
UCC: No
Corporate: No |
| E File: |
UCC: Yes
Corporate: No |
| Expedited Services: |
UCC: Walk-In is immediately; Mailings are processed in 2-3 business days.
Corporate: No (hand delivered documents are processed in 30 minutes - standard turnaround is 10 business days)
Online filing is available. |
| Name Reservations: |
Yes (60 days) |
| Preclearance: |
As a courtesy the document may be faxed to 202-442-4523 |
|
| Apostilles and Authentications (District of Columbia) |
| Corporate Dissolution Summary (District of Columbia) |
| Domestic Corporation Summary (District of Columbia) |
| Foreign Qualification Summary (District of Columbia) |
| LLC - Formation Summary (District of Columbia) |
| Recommended Service Company (District of Columbia) |
| UCC Filing (District of Columbia) |
|
Apostilles and Authentications (District of Columbia)
The District of Columbia has vested the Office of the Secretary, the office responsible for issuing apostilles and certifying signatures of District notaries public is the Notary Commissions and Authentications Section (NCAS).
NCAS issues four (4) types of certificates for authentication:
1) Apostille
2) Foreign
3) Department Head
4) Domestic or “A” certificates
Apostilles and Foreign Certificates are issued based on the country where the document will be presented. Department Head Certificates require the signature of the agency head (or his or her designee) and the official seal of the agency. “A” Certificates are for use in the United States only.
NCAS charges $10.00 for individual certificates. Personal checks, travelers’ checks, money orders, and cash are accepted as payment. No change will be made at the time of purchase; therefore, payment must be for the exact amount.
Requests for authentication that are mailed to NCAS must be accompanied
by a money order or personal check; cash will not be accepted.
About Authentication and Apostilles
Authentication or a certificate of magistracy is an official certificate issued by the state official's office where the notary public is commissioned, confirming the existence of the notary public (or public officer) who has notarized the document. These certifications may be required when a document is being sent to another state or foreign country.
If the countries where the document is being sent is a member of the Hague Convention, you can receive an "apostille" from the state where the notary is commissioned.
In order to obtain an apostille or authentication, the document must be an original signed by the executing party, bearing an accurate notary public's signature (exact name of the notary as it currently stands of the state's records), date commission expires and notarial seal.
It the country is not a member of the Hague Convention, the authentication process is a two step process. First the document will require certification from the DC SOS as to the notary's signature. Second, it will require authentication of the country's embassy or consulate.
Posted by: dannunciata
Updated: February 15, 2012
|
Corporate Dissolution Summary (District of Columbia)
Pursuant to District of Columbia Business Corporation Act (D.C. Code, 2001 edition, Title 29 Chapter 1, as amended), to successfully dissolve a DC corporation:
Tax Clearance: No tax clearance is required.
Consents:
Prior to Stock Issuance or Commencing Business: Majority of incorporators or initial directors (if within one year of incorporation).
After Stock Issuance: Resolution of the board of directors and 2/3 of all voting shareholders at a meeting or by written consent; or by unanimous written consent of all shareholders entitled to vote.
Articles of Dissolution:
Articles of Dissolution must by typed on bond paper and set forth:
Articles of dissolution (by incorporators).
Articles of dissolution (by stockholders).
Name of Corporation.
A statement of intent to dissolve the corporation was filed by the Department of Consumer and Regulatory Affairs of the District of Columbia on [DATE].
All debts, obligations and liabilities of the corporation have been paid and discharged, or adequate provision has been made therefore.
All remaining property and assets of the corporation have been distributed among its shareholders, in accordance with their respective rights and interests.
There are no suits pending against the corporation in any court in respect of which adequate provision has not been made for the satisfaction of any judgment, order or decree which may be entered against it.
Execution and Filing: The certificate is executed by an officer and submitted in duplicate originals. Faxed or scanned copies are acceptable.
Filing Fee: $150.00. Checks payable to DC Treasurer.
Dissolutions, Generally
A corporation, by a recommendation of directors and a majority vote of stockholders or incorporators if stock has not yet been issued, may elect to voluntarily dissolve and liquidate. Generally, this will involve a sale of all the corporation’s assets, satisfaction of all debts of the corporation, and the distribution of any remaining assets to the stockholders according to the liquidation procedures and priorities set forth in the corporation’s charter.
IRS liquidation issues are provided for in IRC Sections 331 and 336, which provide for distribution to stockholders. An IRS Form 966 is required to be filed as part of the dissolution.
For more information regarding dissolutions, see LeapLaw's Dissolution Best Practice Summary.
Posted by: jwhite
Updated: February 15, 2012
|
Domestic Corporation Summary (District of Columbia)
Pursuant to the District of Columbia Business Corporation Act (D.C. Code, 2001 edition, Title 29 Chapter 1, as amended), a corporation is formed in the District of Columbia by filing Articles of Incorporation and a Written Consent of Agent with the Mayor of the District (Mayor).
Online filing is available.
The articles set forth the following information:
Corporate Name: The name must contain the word "corporation," "company," "incorporated," or "limited," or shall contain an abbreviation of 1 of such words;
Duration: The period of duration, which may be perpetual;
The Purpose: The purpose or purposes for which the corporation is organized. A general clause alone is not acceptable;
Authorized Stock: The aggregate number of shares which the corporation shall have authority to issue; if said shares are to consist of 1 class only, the par value of each of said shares, or a statement that all of said shares are without par value; or, if said shares are to be divided into classes, the number of shares of each class, and a statement of the par value of the shares of each such class or that such shares are to be without par value;
If the shares are to be divided into classes, the designation of each class and a statement of the preferences, voting power, limitations, restrictions, qualifications, and the special or relative rights in respect of the shares of each class;
Maximum Stock for the Minimum Fee: $100,000 of par value shares or 1,000 no par value shares for minimum Initial License Fee;
Statement of Capital: A statement that the minimum amount of capital with which the corporation shall commence business shall be not less than $1,000;
Designation: If the corporation is to issue the shares of any preferred or special class in series, then the designation of each series and a statement of the variations in the relative rights and preferences as between different series insofar as the same are to be fixed in the articles of incorporation, and a statement of any authority to be vested in the board of directors to establish series and fix and determine the variations in the relative rights and preferences as between series;
Preemptive Rights: Any provision limiting or denying to shareholders the preemptive right to acquire additional shares of the corporation;
Registered Agent: The address, including street and number, if any, of its initial registered office, and the name of its initial registered agent at such address;
Board of Directors: The number of directors constituting the initial board of directors and the names and addresses, including street and number, if any, of the persons who are to serve as directors until the 1st annual meeting of shareholders or until their successors be elected and qualify; and
Incorporator: The name and address, including street and number, if any, of each incorporator.
Note: The articles of incorporation may provide that any action required or permitted by this chapter to be taken at a shareholders' meeting may be taken without a meeting, and without prior notice, if consents in a record setting forth the action so taken are signed by the holders of outstanding shares having not less than the minimum number of votes that would be required to authorize or take the action at a meeting at which all shares entitled to vote on the action were present and voted. The consent in a record shall bear the date of signature of the shareholder that signs the consent and be delivered to the corporation for inclusion in the minutes or filing with the corporate records.
Filing and Execution: Must be signed by incorporators(s). There is no requirement that the incorporator be a DC resident. Written consent to Act as Registered Agent must be attached to articles.
Faxed or scanned copies are acceptable. Originals are no longer required.
Filing Fee: Minimum filing fee is $150.00 plus initial license fee.
Incorporations, Generally
A corporation is a legal entity created through and subject to the state laws of its state of incorporation. The separate legal existence of a corporation begins when the charter is filed with the secretary of state of the state of incorporation. State laws vary regarding the documents required to organize a corporation and the management of its internal affairs and corporate powers.
LeapLaw's Incorporation Checklist identifies the information needed for an incorporation.
A complete incorporation process generally consists of:
Determining name availability and possibly reserving the name
Performing trademark, trade name and domain name preliminary or full searches
Preparing a charter document for filing
Drafting bylaws
Preparing consent of incorporator (if applicable under relevant state law)
Preparing an organizational consent of directors
Obtaining the federal tax identification number by preparing IRS Form SS-4
Preparing IRS Form 2553 (if the company intends to qualify as an S corporation pursuant to the Internal Revenue Code)
Preparing a specimen stock certificate as well as all stock certificates of representing the initial stock issuance
Creating a stock ledger
Preparing and filing applications of foreign qualifications (if any)
Organizing the minute book
For more information regarding incorporations, see LeapLaw's Incorporation Best Practice Summary.
Posted by: dannunciata
Updated: April 09, 2014
|
Foreign Qualification Summary (District of Columbia)
Pursuant to the District of Columbia Business Corporation Act Chapter 3 a foreign corporation may not transact business in this state until it files an Application for Certificate of Authority and a Written Consent of Agent with the Mayor of the District (Mayor).
Online filing is available.
Name of Corporation: Name must contain "corporation" "company" "incorporated" "limited" or abbreviation thereof.
Good Standing Certificate: An original certificate of the corporation's legal existence issued from its domestic state, dated no more than 30 days earlier, must be attached to the Application for Certificate of Authority.
Filing and Execution: The filing is signed by an officer of the company. Duplicate originals are filed with the Mayor together with a written consent of registered agent.
Filing Fee: $200, payable to D.C. Treasurer.
Foreign Qualifications, Generally
A business entity is initially recognized as a legal entity only in its state of incorporation or formation. If the company plans to "do business" in any other state, it must qualify or register before doing so. State laws, found at LeapLaw's Corporate/LLC Connection provide requirements for business entities doing business in each state.
For more information regarding doing business in foreign states, see LeapLaw's Foreign Qualification Best Practice Summary.
Posted by: dannunciata
Updated: February 15, 2012
|
LLC - Formation Summary (District of Columbia)
Pursuant to the District of Columbia Limited Liability Company Act (D.C. Code Title 29 § 1001, as amended), a limited liability company forming in DC files Articles of Organization with the Mayor of the District (Mayor).
Online filing is available.
LLC Name: The LLC name must contain "limited liability company" "L.L.C.," or "LLC" "limited" may be "Ltd." and "company" may be "Co."
No. of Members: The LLC may have 1 member.
Execution and Filing: Signed by "organizer(s)" and filed together with a written consent of agent. Faxed or scanned copies are acceptable.
Online filing is available.
LLC Formation, Generally
A limited liability company (LLC) is an entity created by state statute offering limited liability protection to its members (owners) similar to that enjoyed by stockholders of a corporation. LLC statutes exist in all 50 states.
LeapLaw's LLC/LLP Checklist identifies the information needed for an LLC formation.
A complete formation process generally consists of:
Determining name availability and possibly reserving the name
Performing trademark, trade name and domain name preliminary or full searches
Preparing the formation certificate for filing with the secretary of state
Drafting an operating agreement
Preparing an organizational consent of managers or members
Obtaining the federal tax identification number by preparing IRS Form SS-4
Preparing and filing applications of foreign registrations (if any)
Organizing the company records book
For more information regarding the general formation process see LeapLaw's Limited Liability Company Best Practice Summary.
Posted by: jwhite
Updated: February 15, 2012
|
Recommended Service Company (District of Columbia)
The service companies listed below are members of NRAI’s Affiliate Network. These companies are high-quality service companies that deliver double the service for a fraction of the cost of the larger companies.
So whether you’re looking to save significant money on Registered Agent services or double the service for half the price on corporate and UCC services, we strongly encourage you to contact:
CorpAssist
11 E. Chase Street
Baltimore, MD 21202
Phone: 410.539.5370 / 800.536.9778
Fax: 410.539.5848
Posted by: dannunciata
Updated: August 31, 2005
|
UCC Filing (District of Columbia)
UCCs may be filed online in DC.
National forms are filed in DC and paper filings can be made by sending filings to:
Recorder of Deeds
515 D Street, NW
Washington, DC 20001
Phone: (202) 727-5374
Filings made in person or via a service company are processed immediately. Mailed filings are date-stamped the day they arrive and take 2-3 days to return.
UCC Filings, Generally
Once a security interest has been granted in collateral in exchange for credit or some other funding, usually by entering a security agreement, the security interest should be “perfected” by filing evidence of such interest with the appropriate governmental authorities. Perfection of a security interest strengthens the legal rights of the creditor to the collateral in the event that the debt is not repaid in a timely fashion or some other default occurs.
Revised Article 9 (RA-9) of the Uniform Commercial Code (UCC) provides that perfection is completed by filing financing statements (or UCC filings) with appropriate filing offices. Historically, UCC filings were made everywhere the debtor had tangible property or offices and/or was otherwise conducting business.
In July 2001, Article 9 and state UCC laws in all 50 states were revised in an effort to simplify filing requirements. Revised Article 9 ("RA-9") was adopted by all 50 states and the U.S. Virgin Islands with staggered effective dates, but most states adopted some form of RA-9 effective July 1, 2001. Under RA-9 only one filing is required, except as noted below. The appropriate place to file is generally the office of the secretary of state in the jurisdiction of incorporation or organization of the debtor (or the domicile or principal place of business, if an individual or an unincorporated entity). Transition to Revised Article 9 was completed as of July 1, 2006.
Fixture Filings: Under Revised Article 9, fixture filings affecting real estate are still filed in the office where a mortgage would be recorded. Other than creating the ability to file with a standard national form, RA-9 has had no effect on real estate related filings.
Foreign Debtors
A financing statement to be filed against a foreign debtor, without a principal place of business in the United States, is filed in Washington DC. If the foreign debtor maintains a principal office in the United States, the financing statement is filed in the state in which it is registered.
Posted by: jwhite
Updated: July 01, 2008
|
|
