District of Columbia Corporate Laws

Starting your own business from the ground up is a life-long dream for many Americans, but entrepreneurs don't always fully consider the liabilities of doing so. If a budding entrepreneur starts a business and fails to incorporate it, he or she may be held personally liable for any unfortunate mishaps that occur along the way. This is a quick summary of the corporate laws in the District of Columbia.

Important Steps to Incorporating a Business in the District of Columbia

The following table outlines the specifics of how to incorporate a business in Washington, D.C.

Code Sections

District of Columbia Official Code Title 29: Business Organizations

Formation

Under D.C. law, in order to form a corporation, one or more persons may act as the incorporator of a corporation by delivering articles of incorporation to the Mayor for filing.

Articles of Incorporation

In the District of Columbia, articles of incorporation must include the following:

  • Satisfactory corporate name for the corporation;
  • The number of shares the corporation is authorized to issue;
  • The appointment of a registered agent; and
  • The name and address of each incorporator.

Corporation Name

The name of a business corporation must be unique from any other corporation name filed with the Mayor or any other foreign entity. It must also contain the word "corporation," "incorporated," "company," "limited," or the abbreviation of those words.

Additional Information for Article of Incorporation

The articles of incorporation may also set forth:

  • The names and addresses of the individuals who are to serve as the initial directors;
  • The purpose or purposes for which the corporation is organized;
  • Management of the business and regulating the affairs of the corporation;
  • Definitions, limitations, and regulations of the powers of the corporation, its board of directors, and shareholders;

Liability for Pre-incorporation Transactions

All persons purporting to act as or on behalf of a corporation, will be held jointly and severally liable for all liabilities created while acting in such capacity.

Bylaws

District of Columbia corporate laws state that the incorporators or board of directors of a corporation must adopt initial bylaws for the corporation. The bylaws of a corporation may contain any provision for managing the business and regulating the affairs of the corporation that is not inconsistent with the law or the articles of incorporation.

Learn more about corporate laws in the District of Columbia by visiting the Department of Consumer and Regulatory Affairs' business licensing and corporate registration page. If you would like legal assistance with forming a corporation, you can contact a District of Columbia business organization law attorney. You can also visit FindLaw's sections on corporate laws for more articles and information on this topic.

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