District of Columbia C Corporation Formation Attorneys & Lawyers

Why use UpCounsel to form an C Corporation in District of Columbia

Starting an C Corporation in District of Columbia with a business startup attorney on UpCounsel is easy, informative, and cost-effective. In just three simple steps, our C Corporation attorneys will help you protect your business and personal assets, and help you organize your business for state and federal compliance for an C Corporation.

When forming an C Corporation in District of Columbia with UpCounsel, the attorney you choose to help you will conduct a business name search for your District of Columbia corporation and assist you in preparing your C Corporation Operating Agreement, along with providing other legal services based on your needs. Once your Articles of Incorporation have been prepared and successfully filed with the District of Columbia Corporation Commission, your District of Columbia corporation has been formed and begins its existence as a Corporation entity.

However, a corporation does not register as an C Corporation with the Corporation Commission. It registers as a corporation with the state and then may file for C Corporation status with the IRS. C Corporation status is a taxation category which provides income tax advantages to small businesses.

Requirements for Forming a District of Columbia C Corporation

Choosing a Company Name for Your C Corporation

One of the first steps in the process of forming your CA C Corporation is to choose your business name.

The business name that you choose must contain "Association", "Company", "Corporation", "Limited", "Incorporated", or an abbreviation of one of these words in their name. It must be distinguishable (not the same as or deceptively similar to) the name of an S Corp or foreign C Corporation reserved or registered.

Your C Corporation name may contain the name of one or more members.

By using UpCounsel, you can choose several business names in order of preference. Your attorney of choice can then conduct a name check for your District of Columbia S Corp before filing to see which names are available. Once you have chosen an available name, your chosen C Corporation attorney can help you properly register your name with the State of District of Columbia.

Articles of Organization: When forming an C Corporation in the District of Columbia, the Articles of Organization must be filed with the the District of Columbia Corporations Division. District of Columbia law requires that certain information be included in your Articles of Organization when forming your the District of Columbia C Corporation.

This information must include:

1. The C-Corp's name and address.
2. The C-Corp's purpose.
3. The C-Corp's registered agent's name, address, and signature (accepting the position).

Additionally, a District of Columbia C Corporation formation generally requires inclusion and/or consideration of the following:

C Corporation Operating Agreement: Although the C Corporation Operating Agreement is not required with the Articles of Organization, it is a good idea for every C Corporation with more than one member to have one. The Articles of Organization may contain restrictions or prohibitions on the power of the members to adopt, amend, or repeal an operating agreement. the District of Columbia recognizes operating agreements as governing documents.

Membership: A C Corporation must have one or more members.

Eligibility Requirements: A natural person or an entity.

Procedure for Membership: The member may acquire an interest in the C Corporation directly from the C Corporation at the time of formation and, after formation, at the time provided in and upon compliance with the Articles of Organization or the operating agreement or, if not provided, only upon the vote of a majority in interest of the C Corporation members, excluding the vote of the person acquiring the membership interest, and only when the person becomes a party to the C-Corp's operating agreement.

Business Licenses: Business licenses and/or permits are required for most C-Corp's offering specific professional services. Contact the the District of Columbia Corporations Division for specific licenses.

Additionally, a District of Columbia C Corporation formation generally requires inclusion and/or consideration of the following:

C Corporation Operating Agreement: Although the C Corporation Operating Agreement is not required with the Articles of Incorporation, it is a good idea for every C Corporation with more than one member to have one. The Articles of Incorporation may contain restrictions or prohibitions on the power of the members to adopt, amend, or repeal an operating agreement. District of Columbia recognizes operating agreements as governing documents.

Membership: A C Corporation must have one or more members.

Eligibility Requirements: A natural person or an entity.

Procedure for Membership: The member may acquire an interest in the C Corporation directly from the C Corporation at the time of formation and, after formation, at the time provided in and upon compliance with the Articles of Incorporation or the operating agreement or, if not provided, only upon the vote of a majority in interest of the C Corporation members, excluding the vote of the person acquiring the membership interest, and only when the person becomes a party to the C-Corp's operating agreement.

Business Licenses: Business licenses and/or permits are required for most C-Corp's offering specific professional services. Contact the District of Columbia State Corporations Commission for specific licenses.

Resident Agent needed for a the District of Columbia C Corporation

Remember, every District of Columbia C Corporation must have a registered agent in the state, which is the person or office designated to receive official state correspondence and notice if the company is "served" with a lawsuit. The registered agent may be a full-time resident of the District of Columbia or a business entity that has authority to transact business in the District of Columbia. A physical District of Columbia street address is required of the registered agent.

The District of Columbia Corporations Division

Once you create an C Corporation in the District of Columbia, the District of Columbia Corporations Division will require that certain recurring responsibilities and duties be fulfilled. The most important of these are explained below.

For further information, contact the the District of Columbia Corporations Division.

Recurring Responsibilities and Duties for District of Columbia C Corporations

Biennial Reports: Every District of Columbia C Corporation must submit a biannual report to the Department of Consumer and Regulatory Affairs. This must be accompanied by a registration fee of $300. You must file using the Two-Year Report for Domestic & Foreign Filing Entity, Form BRA-25. Your first biennial report should be filed by April 1 after the year of C Corporation formation. After that, you will be required to file biennial reports every other April 1st. You should include in the report:

1. C-Corp's name
2. State where C Corporation first organized
3. C-Corp's principal office address
4. C-Corp's registered agent name and address
5. Names and business addresses of managers (if applicable)

Records: Each the District of Columbia C Corporation must keep complete Corporation records open to inspection at its principal office.

Filing Fees for a District of Columbia C Corporation

The processing fee for the Articles of Organization is generally about $220. Also, the filing and reservation of the C-Corp's name is $50. These fees can change so it would be best to check with the the District of Columbia Corporations Division on what the latest fees are. You may pay these fees in many different forms including cash, check, money orders, or debit and credit cards.

Taxes for a District of Columbia C Corporation

California C Corporation shareholders do not report any of the business income and expense on their individual tax return. The corporation files tax returns and pays its income taxes (at generally lower tax rates than would individuals) while the individual shareholders report and pay personal income taxes only on monies paid them by the corporation.

It should be noted that shareholders are required to pay personal income taxes on income from dividends paid by a C Corporation even though income taxes have previously been paid by the corporation. This leads to what is commonly referred to as "double taxation".

California state law follows federal law for income tax purposes. Therefore if a corporation is classified as an association taxable as a C Corporation for federal income tax purposes, so will it be taxable as a corporation for state tax purposes.

Federal Income Tax: For federal income tax purposes, a C- Corp is recognized as a separate taxpaying entity. A corporation conducts business, realizes net income or loss, pays taxes and distributes profits to shareholders.

District of Columbia State Income Tax: District of Columbia C Corporations are exempt to the income tax to the extent that their income is not subject to federal income tax.

Federal Tax Identification Number: Your corporation will need to obtain a federal tax identification number, which is also known as an Employment Identification Number (EIN). You do not need to get a new EIN after the corporation choose to become a C Corporation An EIN is similar to an individual's social security number. You will need an EIN for your C Corporation as long as there is one member, even if the C Corporation does not have employees. For certain tax filing requirements the attorney you choose on UpCounsel can help prepare your Federal Tax ID Application, if you have not done so already.