Understanding Washington DC LLC Laws

The rules for starting and running a Washington D.C. limited liability company (LLC) are laid out by Washington D.C.'s LLC laws. 

In this guide, we offer simple explanations to Washington D.C. LLC laws about:

• LLC Formation Requirements
• Registered Agent Duties and Appointment
• Operating Agreements
• Biennial Report Requirements

To learn more about starting an LLC, visit our form an LLC guide.

LLC Formation Requirements

Washington D.C. LLC laws set out the requirements for forming an LLC. The District of Columbia has created the CorpOnline portal and PDF Articles of Organization form to simplify the process.

District of Columbia LLC Formation Statute

The following LLC formation statutes are from the District of Columbia Uniform Limited Liability Act of 2010:

Section 29–802.01. Formation of limited liability company; certificate of organization.

(a) One or more persons may act as organizers to form a limited liability company by signing and delivering to the Mayor for filing a certificate of organization.

(b) A certificate of organization shall state:

(1) The name of the limited liability company, which shall comply with §§ 29-103.01 and 29-103.02(f);

(2) The street and mailing addresses of the initial principal office and the name and street and information required by § 29-104.04; and

(3) If the company will have one or more series that is treated as a separate entity which limits the debts, obligations, and other liabilities to the assets of a particular series as provided in the operating agreement as authorized by § 29-802.06, a statement to that effect.

(c) Subject to § 29-801.09(c), a certificate of organization may also contain statements as to matters other than those required by subsection (b) of this subsection [section] but may not vary or otherwise affect the provisions of § 29-801.07(c) in a manner inconsistent with that section. However, a statement in a certificate of organization shall not be effective as a statement of authority.

(d) A limited liability company is formed when the Mayor has filed the company’s certificate of organization and it becomes effective and at least one person becomes a member.

Start forming your LLC by reading our top LLC services review.

What This Means: Key Takeaways*

The District of Columbia LLC statute provides the requirements for setting up (or forming) an LLC. The District of Columbia offers online and hard copy LLC filing to meet these requirements.

Required Information for District of Columbia LLC Formation:

• LLC’s name (Must meet District of Columbia LLC naming requirements)
• LLC principal office’s street and mailing address
• Whether the LLC is a series LLC
• Registered agent’s name and District of Columbia address

Optional Information for District of Columbia LLC Formation:

• LLC organizers can add their own provisions as long as the provisions don’t conflict with LLC statute. 

Recommended: For help with completing the LLC formation forms, visit our District of Columbia LLC Articles of Organization guide.

Registered Agent Duties and Appointment

Washington D.C. LLC laws define the duties and appointment of the LLC registered agent.

District of Columbia LLC Registered Agent Statute

The following registered agent statutes are from the District of Columbia Business Organizations Code:

Section 29–104.04. Designation of registered agent.

(a) A registered agent filing shall be signed by the entity and state:

(1) The name of the represented entity’s commercial registered agent; or

(2) If the entity does not have a commercial registered agent:

(A) The name and address of the entity’s noncommercial registered agent; or

(B) If the entity designates an officer or employee to accept service of process, the title of the office or other position and the address of the business office of that person.

(b) The designation of a registered agent pursuant to subsection (a)(1) or (2)(A) of this section shall be an affirmation under § 29-102.09 by the represented entity that the agent has consented to serve.

(c) The Mayor shall make available in a record as soon as practicable a daily list of filings that contain the name of a registered agent. The list shall:

(1) Be available for at least 14 calendar days;

(2) List in alphabetical order the names of the registered agents; and

(3) State the type of filing and name of the represented entity making the filing.

What This Means: Key Takeaways*

A registered agent’s job is to accept service of process (legal summons to a lawsuit). 

A District of Columbia registered agent must:

• Maintain a registered office in the District of Columbia (i.e., no P.O. boxes)
• Be an individual, a District of Columbia corporation or LLC, or foreign corporation or LLC with a business address that is the same as the registered office address

Registered agent information is kept on file by the District of Columbia. If you change your registered agent or if your registered agent resigns, you must file a change of registered agent form.

Best Registered Agents

Learn how to choose the best registered agent for your LLC.

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Operating Agreements

Washington D.C. LLC laws provide guidelines for creating and maintaining an LLC operating agreement.

The following operating agreement statutes are from the District of Columbia Uniform Limited Liability Act of 2010:

Section 29–801.07. Operating agreement; scope, function, and limitations.

(a) Except as otherwise provided in subsections (b) and (c) of this section, the operating agreement shall govern:

(1) Relations among the members as members and between the members and the limited liability company;

(2) The rights and duties under this chapter of a person in the capacity of manager;

(3) The activities and affairs of the company and the conduct of those activities and affairs; and

(4) The means and conditions for amending the operating agreement.

(b) To the extent the operating agreement does not otherwise provide for a matter described in subsection (a) of this section, this chapter shall govern the matter.

(c) An operating agreement shall not:

(1) Vary a limited liability company’s capacity under § 29-801.05 to sue and be sued in its own name;

(2) Vary the law applicable under § 29-801.06;

(3) Vary the provisions of § 29-802.04;

(4) Subject to subsections (d) through (g) of this section, eliminate the duty of loyalty, the duty of care, or any other fiduciary duty;

(5) Eliminate the contractual obligation of good faith and fair dealing under § 29-804.09(d), but the operating agreement may prescribe the standards, if not manifestly unreasonable, by which the performance of the obligation is to be measured;

(6) Unreasonably restrict the duties and rights stated in § 29-804.10;

(7) Vary the causes of dissolution specified in § 29-807.01(a)(4) and (5);

(8) Vary the requirement to wind up a limited liability company’s activities and affairs as specified in § 29-807.02;

(9) Unreasonably restrict the right of a member to maintain an action under Subchapter 8 of this chapter;

(10) Restrict the right to approve a merger or domestication under § 29-809.10 or Chapter 2 of this title of a member that will have personal liability with respect to a surviving, converted, or domesticated organization;

(11) Except as otherwise provided in § 29-801.08 or 29-801.09(b), restrict the rights under this chapter of a person other than a member or manager.

(12) Vary any requirement, procedure, or other provision of this title pertaining to:

(A) Registered agents; or

(B) The Mayor, including provisions pertaining to records authorized or required to be delivered to the Mayor for filing under this chapter;

(13) Relieve or exonerate a person from liability for conduct involving bad faith, willful or intentional misconduct, or knowing violation of the law; or

(14) Vary the provisions of § 29-808.05, except that the operating agreement may provide that the company may not have a special litigation committee.

(15) [(15)]Vary the power of a person to dissociate under § 29-807.01, except to require that notice of dissociation be in a record.

(d) Subject to subsection (c) of this section, without limiting other terms that may be included in an operating agreement, the following rules apply:

(1) The operating agreement may specify the method by which a specific act or transaction that would otherwise violate the duty of loyalty may be authorized or ratified by one or more disinterested and independent persons after full disclosure of all material facts.

(2) To the extent the operating agreement of a member-managed limited liability company expressly relieves a member of a responsibility that the member would otherwise have under this chapter and imposes the responsibility on one or more other members, the operating agreement may, to the benefit of the member that the operating agreement relieves of the responsibility, also eliminate or limit any fiduciary duty that would have pertained to the responsibility.

(3) If not manifestly unreasonable, the operating agreement may:

(A) Restrict or eliminate the aspects of the duty of loyalty stated in § 29-804.09;

(B) Identify specific types or categories of activities and affairs that do not violate the duty of loyalty;

(C) Alter the duty of care, but may not authorize willful or intentional misconduct or knowing violation of law; and

(D) Alter or eliminate any other fiduciary duty.

(e) Repealed.

(f) Repealed.

(g) Repealed.

(h) The Superior Court shall decide, as a matter of law, any claim under subsection (c)(5) or (d)(3) of this section that a term of an operating agreement is manifestly unreasonable. The court:

(1) Shall make its determination as of the time the challenged term became part of the operating agreement and by considering only circumstances existing at that time; and

(2) May invalidate the term only if, in light of the purposes and activities and affairs of the limited liability company, it is readily apparent that:

(A) The objective of the term is unreasonable; or

(B) The term is an unreasonable means to achieve the provision’s objective.

What This Means: Key Takeaways*

An LLC operating agreement allows LLC members to create rules for how their unique LLC operates. These rules are often called “terms” or “provisions.”

Operating agreements are limited by state statute. For example, if the statute says LLC members can’t dissolve an LLC without all members agreeing, LLC members can’t change or override the statute with an operating agreement.

When an operating agreement is in place, it’s easier to navigate situations involving the operation of the LLC. And, if a lawsuit or dispute arises, LLC members (or the courts) have something to reference.

If a dispute arises that can’t be resolved by LLC members and there isn’t an operating agreement, the courts will use LLC statute to resolve disputes.

Creating an Operating Agreement

Some LLCs, such as professional LLCs or real estate LLCs, might need unique terms, while others might only need to cover standard provisions:

• Each member’s responsibilities
• How new members will be admitted
• How existing members may transfer or terminate their membership
• How profits and dividends will be distributed
• The process for amending the operating agreement

Use our free operating agreement template or learn more with our What Is an Operating Agreement guide.

Biennial Report Requirements

Washington D.C. LLC laws set out the requirements for biennial LLC reporting. The District of Columbia has created the CorpOnline portal and PDF biennial report form to simplify the process.

District of Columbia LLC Biennial Report Statute

The following biennial report statutes are from the District of Columbia Business Organizations Code:

Section 29–102.11. Biennial report for Mayor.

(a) Each domestic filing entity and limited liability partnership and registered foreign entity shall deliver to the Mayor for filing a biennial report that sets forth:

(1) The name of the entity and its jurisdiction of formation;

(2) The name and street and mailing address of the entity’s registered agent in the District;

(3) The street and mailing address of the entity’s principal office;

(4) The name of at least one governor; and

(5) In the case of a registered foreign entity, a statement that the entity is in good standing in its state of formation or, if the entity is not in good standing, a description of the efforts of the entity to bring itself into good standing.

(6) For biennial reports made on or after January 1, 2020, the report shall state the names, residence and business addresses of each person whose aggregate share of direct or indirect, legal or beneficial ownership of a governance or total distributional interest of the entity:

(A) Exceeds 10%; or

(B) Does not exceed 10%; provided, that the person:

(i) Controls the financial or operational decisions of the entity; or

(ii) Has the ability to direct the day-to-day operations of the entity.

(7) The biennial report shall state, for each foreign entity that is identified pursuant to paragraph (6) of this subsection, the names, residence and business addresses of each person whose aggregate share of direct or indirect, legal or beneficial ownership of a governance or total distributional interest of the foreign entity:

(A) Exceeds 10%; or

(B) Does not exceed 10%; provided, that the person:

(i) Controls the financial or operational decisions of the foreign entity; or

(ii) Has the ability to direct the day-to-day operations of the foreign entity.

(8) Submission of a biennial report that does not include the information required by paragraphs (6) and (7) of this subsection shall result in administrative dissolution of a domestic entity pursuant to the process specified under § 29-106.02 or termination of registration of a foreign entity pursuant to the process specified under § 29-105.11.

(b) Information in the biennial report shall be current as of the date the report is signed on behalf of the entity. If information in the biennial report changes after the time of report filing, a statement of correction as specified under § 29-102.05 shall be filed to reflect the changes.

(c) The 1st biennial report shall be delivered to the Mayor for filing by April 1 of the year following the calendar year in which the public organic record of the domestic filing entity became effective, the statement of qualification of a domestic limited liability partnership became effective, or the foreign filing entity registered to do business in the District. Subsequent biennial reports shall be delivered to the Mayor by April 1st of each 2nd calendar year thereafter.

(d) If a biennial report does not contain the information required by this subchapter, the Mayor promptly shall notify the reporting domestic or registered foreign entity in a record and return the report for correction.

(e) If a filed biennial report contains the name or address of a registered agent which differs from the information shown in the records of the Mayor immediately before the filing, the differing information in the biennial report shall be considered a statement of change under § 29-104.07, 29-104.08, or 29-104.09.

What This Means: Key Takeaways*

You can file your District of Columbia biennial report online or with a hard copy.

Your District of Columbia LLC biennial report must state the following information (and must be current as of the date of filing):

• The name of the LLC
• Street address of principal office and mailing address
• Registered agent’s name and address
• The name of one governor
• The name of any members with more than 10% ownership interest
• The name and address of any members with 10% or less ownership interest but that has control of the financial or operational decisions of the entity; or has the ability to direct the day-to-day operations of the entity

Biennial Report Due Dates:

• Biennial reports are due by April 1 of each second calendar year after the first biennial report. The first biennial report is due the following calendar year after the LLC became effective.

*This information is provided for educational and entertainment purposes only. Please consult a lawyer for legal advice.