The District of Columbia generally requires most registered business entities to file a Biennial Report (every two years) with the DC Department of Licensing and Consumer Protection (DLCP). This report updates the District with current information about your entity, helping to maintain its active status and good standing.
The due date for the Biennial Report for most entities (LLCs, Corporations, Partnerships) is April 1st of the filing year. Non-profit corporations are also due April 1st. Entities formed in an odd-numbered year file in odd-numbered years, and those formed in an even-numbered year file in even-numbered years. You must also file an initial report by April 1st of the year following your formation, regardless of when in the year your entity was formed.
In addition to this, many businesses in the District of Columbia are subject to various local income or franchise taxes. Non-profit organizations also have specific charitable registration and renewal requirements if they solicit contributions.
Why is it important to file? Maintaining good standing with the District of Columbia is crucial for your entity’s legal operation. Failure to comply with these filing requirements can lead to severe penalties and negative consequences, including:
Late Fee:
For Corporations, LLCs, and Partnerships: A $100.00 late fee is assessed if the biennial report is not filed by April 1st.
For Non-Profits: A $50.00 late fee is assessed for late filing.
Administrative Revocation/Dissolution: If the report (and applicable fees and penalties) is not filed by September 1st, the District of Columbia will revoke or administratively dissolve your business entity.
Loss of Personal Liability Protection: For LLCs and corporations, administrative dissolution can lead to the loss of personal liability protection for the owners and managers, potentially exposing personal assets to business debts and lawsuits.
Loss of Name Protection: Your entity’s name may become available for others to use.
Inability to Conduct Business: A revoked or dissolved status can hinder your ability to legally enter into contracts, maintain bank accounts, or defend yourself in DC courts.
Complex Reinstatement: Reinstatement is a time-consuming and costly process. It generally requires filing a Reinstatement of Domestic Filing Entity form, paying an additional $300.00 reinstatement fee, and submitting all past-due biennial reports, filing fees, and late fees.
Specific Requirements by Entity Type in the District of Columbia:
For Most Business Entities (LLC, Corporation, Professional Entity, Partnership) in the District of Columbia:
Biennial Report (DC Department of Licensing and Consumer Protection – DLCP):
Frequency: Biennially (every two years).
Due Date: By April 1st of the filing year. (Odd-year formations file in odd years; Even-year formations file in even years). An initial report is due April 1st of the year following formation.
Filing Method: Primarily filed online via CorpOnline, or by mail/walk-in. Note that walk-in service may incur an additional expedited fee.
Filing Fee:
$300.00 for Corporations, LLCs, and Partnerships (including LPs, LLPs, LLLPs).
$80.00 for Non-Profit Corporations.
Penalty for late filing (before September 1st revocation):
$100.00 for Corporations, LLCs, and Partnerships.
$50.00 for Non-Profit Corporations.
For Corporations (For-Profit & Professional) in the District of Columbia:
In addition to the Biennial Report:
DC Corporation Franchise Tax (DC Office of Tax and Revenue – Form D-20):
Frequency: Annually.
Due Date: By the 15th day of the 4th month following the close of your taxable year (e.g., April 15th for calendar year filers).
Tax Rate:8.25% of taxable income.
Minimum Tax: A minimum tax of $250.00 applies if DC gross receipts are $1 million or less; $1,000.00 if DC gross receipts exceed $1 million.
Estimated Payments: Required if liability exceeds $1,000.
Extensions: Extensions to file are available, but this is an extension to FILE, not an extension to PAY; any tax due must still be paid by the original deadline to avoid interest and penalties.
For Limited Liability Companies (LLCs) in the District of Columbia:
In addition to the Biennial Report:
DC Income/Franchise Tax (DC Office of Tax and Revenue):
Frequency: Annually.
Taxation: The District of Columbia generally follows the federal income tax treatment of LLCs, but with some nuances.
Single-Member LLCs (Disregarded): Income and losses are typically reported on the owner’s individual DC income tax return (Form D-40). No separate state-level entity return is typically filed by the LLC itself unless it is classified as an “Unincorporated Business” for tax purposes.
Multi-Member LLCs (Partnership-Taxed): If your LLC is a multi-member LLC taxed as a partnership for federal purposes, it generally files Form D-65, Partnership Return.
Corporate-Taxed LLCs: If your LLC has elected to be taxed as a C-corporation or S-corporation for federal purposes, it will file Form D-20 (for C-Corp) or Form D-65 (for S-Corp) respectively and be subject to the corresponding DC tax rules.
Unincorporated Business Franchise Tax (UBFT – Form D-30): Certain unincorporated businesses (which can include some LLCs if they are not specifically excluded, e.g., professional services) may be subject to the UBFT. However, partnerships and LLCs that are “pass-through” entities are generally excluded from UBFT if their only source of DC income is distributive shares from other pass-through entities, or if they are engaged solely in the business of securing loans or financing for real estate if it does not maintain an office or place of business in DC.
Rate:8.25% of taxable income.
Minimum Tax: A minimum tax of $250.00 (if DC gross receipts are $1 million or less) or $1,000.00 (if DC gross receipts exceed $1 million).
Due Date: By the 15th day of the 4th month following the close of your taxable year.
Nonresident Withholding/Composite Filing: LLCs taxed as partnerships with nonresident members may be required to withhold and remit DC income tax or file a composite return.
Estimated Payments & Penalties: Estimated payments may be required, and penalties and interest apply for late filing or payment.
For Partnerships (General Partnerships, Limited Partnerships, Limited Liability Partnerships, Limited Liability Limited Partnerships) in the District of Columbia:
Biennial Report (DC Department of Licensing and Consumer Protection – DLCP):
General Partnerships (GPs): GPs formed solely by agreement are generally NOT required to file a biennial report with the DC DLCP unless they have chosen to register as a limited partnership or limited liability partnership.
Limited Partnerships (LPs), Limited Liability Partnerships (LLPs), Limited Liability Limited Partnerships (LLLPs): These entities ARE required to file a Biennial Report by April 1st of the filing year.
Filing Fee:$300.00.
Late Penalty:$100.00.
DC Partnership Return (DC Office of Tax and Revenue – Form D-65):
Frequency: Annually.
Due Date: By the 15th day of the 3rd month following the close of your taxable year (e.g., March 15th for calendar year filers).
Requirement: Partnerships with income from DC sources generally must file Form D-65, Partnership Return.
Unincorporated Business Franchise Tax (UBFT): As noted for LLCs, partnerships are generally excluded from the UBFT if they are engaged in typical partnership activities. However, if they engage in certain activities (e.g., deriving rental income or other income from DC sources over $12,000, and not falling under other specific exclusions), they might be subject to UBFT.
Nonresident Withholding/Composite Filing: Partnerships with nonresident partners may be required to withhold and remit DC income tax or file a composite return.
Estimated Payments & Penalties: Estimated payments may be required, and penalties and interest apply for late filing or payment.
For Non-Profit Corporations in the District of Columbia, please also note the following:
In addition to the DLCP biennial report:
Biennial Report (DC Department of Licensing and Consumer Protection – DLCP):
Frequency: Biennially (every two years).
Due Date: By April 1st of the filing year.
Filing Fee:$80.00.
Late Penalty:$50.00.
Charitable Solicitation Registration and Annual Renewal (DC Department of Licensing and Consumer Protection – DLCP, Occupational and Professional Licensing Administration, Charitable Services):
General Rule: Non-profit organizations soliciting charitable contributions in the District of Columbia are generally required to register and obtain a “Charitable Solicitation” license (Business License Category 401).
Due Date: The Basic Business License, including charitable services, typically renews biennially.
Filing Fee: The fee for “Charitable Solicitation” is $412.50. There may also be a “Charitable Exempt” registration with no fee if the organization does not solicit but provides charitable services.
Required Attachments: Registration generally requires proof of corporate registration, an IRS Determination Letter (501(c)(3)), tax registration, and potentially a Certificate of Occupancy/Home Occupation Permit.
DC Exempt Organization Business Income Tax (DC Office of Tax and Revenue – Form D-20 if applicable):
Frequency: Annually, if applicable.
Applies if: Your non-profit has unrelated business taxable income (UBTI) that exceeds the federal filing threshold. If so, a DC Corporate Franchise Tax return (Form D-20) would be filed to report and pay tax on UBTI.
No other state-level income tax: Generally, if your non-profit has obtained 501(c) tax-exempt status from the IRS, it is also exempt from DC corporate franchise tax purposes (unless it has UBTI).
Federal IRS Form 990 Series: As a federally tax-exempt organization, your non-profit must file an annual information return with the IRS (Form 990, 990-EZ, 990-PF, or 990-N, depending on your gross receipts and assets). This is typically due by the 15th day of the 5th month after your fiscal year ends (e.g., May 15th for a December 31st fiscal year-end).
What information is generally required for these filings? The various District of Columbia filings typically require verification or updating of the following:
Your entity’s legal name and DC Entity ID number.
The current principal office mailing address.
The name and physical street address of your DC Registered Agent.
For Corporations and Non-Profits: Names and addresses of your principal officers and directors.
For LLCs: Names and addresses of managers (if manager-managed) or members (if member-managed).
For LLPs/LPs/LLLPs: Names and addresses of partners.
Updated contact information for the entity.
For tax filings: Financial information (income, expenses, gross receipts, etc.).
For Non-Profits (Charitable Solicitation): Confirmation of your federal tax-exempt status, details regarding any charitable solicitation activities, and a copy of your federal Form 990.
How can we assist you? We understand that navigating these compliance requirements, especially with the District of Columbia’s biennial report schedule, specific tax implications for different entity types (like the UBFT), and charitable registration rules, can be complex. We are here to assist you with understanding and fulfilling your DC compliance obligations. Our services for these filings include:
Determining your specific filing requirements and due dates.
Gathering the necessary information.
Preparing and accurately filing your Biennial Reports with the DC DLCP.
Assisting with the preparation and filing of your DC income/franchise tax returns (if applicable).
Preparing and filing any applicable non-profit charitable registrations and annual renewals.
Arranging payment of the applicable fees/taxes.
Confirming receipt and good standing with the DC DLCP and, if applicable, the Office of Tax and Revenue.
What we need from you: To facilitate these filings, fill up the information sheet:
Please do not hesitate to contact us at your earliest convenience to discuss your District of Columbia compliance obligations. We can help ensure your entity remains in good standing and avoids any potential adverse consequences.
