Here are the steps to form a nonprofit corporation in the District of Columbia. You should read this page in conjunction with the general section on forming a nonprofit corporation which has additional steps listed that may be applicable to the District. You should also familiarize yourself with:
- The District of Columbia's Business Resource Center
1. Choose a business name and check for availability
- Your nonprofit's name may not be the same as, or deceptively similar to, other corporate names on file with the Secretary of State (limited exceptions apply).
- See Name Availability at the D.C. Department of Consumer & Regulatory Affairs for more details.
2. Recruit and/or appoint directors
- You must have at least three directors for your nonprofit corporation.
- Directors do not have to reside within the District of Columbia, nor do they have to be of a certain age.
- See D.C. Code Ann. §§ 29-301.18 - 301.23 for more information.
3. Incorporate your Nonprofit Organization
You should read the general section on forming a nonprofit corporation in tandem with the steps outlined here.
a. Prepare and file articles of incorporation with the Secretary of State
- You must have at least three incorporators, age eighteen or older, to form a nonprofit corporation in D.C.
- Click here here to see a sample articles of incorporation for a D.C. nonprofit corporation.
- The filing fee is $70.
b. Create the bylaws
- There are no set criteria for the content of bylaws, but they typically set forth internal rules and procedures.
- Refer to Bylaws for Nonprofit Corporations and the D.C. Business Resource Portal for general information; for specific information see D.C. Code Ann. § 29-301.13.
- You are not required to file bylaws with the Secretary of State, but you must keep a copy at the nonprofit corporation's principal place of business.
c. Hold an organizational meeting
- See Forming a Nonprofit Corporation for details.
d. Create a Records Book
4. Get your Employer Identification Number
- Request an Employer Identification Number ("EIN") from the IRS. This can be done via an online application.
- For more on the EIN, see Forming a Nonprofit Corporation.
- The IRS details all of the necessary steps to complete, including verifying work eligibility and withholding allowances certificates, in Hiring Employees.
5. Register with the necessary government offices
a. Department of Consumer & Regulatory Affairs
- If you intend on engaging in charitable solicitation activities (fund-raising, grants, donations, etc.), you must obtain a Basic Business License.
- To obtain an application for this license, email the BBL Info Center (firstname.lastname@example.org) or calling them at (202) 442-4311.
- The filing fee is $253.
b. Office of Tax and Revenue
- Use the FR-500 Combined Business Tax Registration service to register with the District of Columbia for tax purposes.
- The service will inform you about your tax responsibilities and how to meet them.
6. Apply for tax exemptions
All business entities are taxed in a variety of different ways. Once you've incorporated as a nonprofit corporation, you can start applying for tax exemptions.
- The D.C. Business portal recommends that you file for D.C. tax exempt status before getting your federal exemption because your exempt status starts on the date you file.
- However, you will not actually be granted D.C. tax exemption until the IRS approves your federal application.
- You will need to file Form FR-164 to apply for tax exemptions from the District.
- The IRS lists a series of questions to help you determine whether your organization is eligible for federal tax exemption.
- See Applying for 501(c)(3) Tax Exemption for more information on how to apply for tax-exempt status under section 501(c)(3) of the tax code.
7. Obtain a Basic Business License
- If you intend to engage in charitable solicitation activities (fundraising, grants, donations, etc.), you must obtain a Basic Business License.
- Contact the BBL Info Center (email: email@example.com; phone: (202) 442-4311) for information on how to apply for the license.
8. Other Notable Requirements
- You must file a Two-Year Report with the Department of Consumer and Regulatory Affairs every two years. Note that the first such report is due April 1st of the first year after formation, with each subsequent report filed every two years thereafter.
- This report requires basic business information, such as the name of the corporation, the address of its principal office, the nature of its business affairs, and the names of high-level managers.
- The filing fee is $75.
- For other informational returns that you may have to file on a routine basis, refer to the D.C. Business Resource Center's Report Requirement and Deadline Generator.