A Washington, DC LLC operating agreement provides the organization’s scope, sets up its function, and creates limitations. It governs its members’ relations with one another and the organization. It also defines the manager of the LLC and the individual’s rights and duties. The operating agreement must also include specific activities of the company, how it will conduct business, and methods of amending the operating agreement.
Is an LLC Operating Agreement Required in Washington, DC?
NO, an LLC operating agreement is not required in Washington, DC, but creating one is still a good idea.
The requirements and instructions for filing and establishing an LLC in Washington, DC appear in Title 29, Chapter 8 of the Code of the District of Columbia (Limited Liability Companies). Operating agreement statutes are outlined in:
- § 29–801.07: Operating agreement; scope, function, and limitations.
- § 29–801.08: Operating agreement; effect on limited liability company and persons becoming members; preformation agreement.
- § 29–801.09: Operating agreement; effect on third parties and relationship to records effective on behalf of limited liability company.
Costs and Fees
You’ll need to cover the following fees for an LLC in Washington, DC:
- Articles of organization filing fee – $99 ($220 for foreign LLCs).
- Name filing fee – $50.
- Basic business license fee – Variable. It typically ranges from just under $200 to $500, depending on your business category.
- Biennial reports – $300 (every two years).
How to Form an LLC in Washington, DC
These are the steps to follow when applying for an LLC in Washington, DC:
Step 1 – Establish Your Business’s Name
All of the documents you must complete require your business name. This must match what you put on the business license you acquire after your Certificate of Organization.
Conduct a name search to ensure that the business name you want doesn’t already exist. You cannot register an LLC in another business’s name.
Step 2 – Choose a Registered Agent
You must file Form RA-1 to name your registered agent if you file via mail. When you complete your paperwork online, you don’t have to complete this form.
A registered agent does the same job as a resident agent, but the terms differ between a sole proprietorship (resident agent) and an LLC (registered agent). They do the same job, so if you transition your sole proprietorship to an LLC, you can keep the same agent, but you need the RA-1 if you file by mail.
Step 3 – File Your Articles of Organization
You must file your articles of organization either in person, by mail, or online. Conducting your LLC establishment online proves the simplest, but you’ll need to have all the paperwork ready to complete the forms. This requires a few hours to sit down and complete forms and have your articles of organization ready.
Step 4 – Submit Your Operating Agreement
While Washington DC law does not require LLCs to have an operating agreement, it is recommended to create one after registering. It establishes credibility and provides legal protections.
Step 5 – Obtain Your EIN
Think of an EIN as a Social Security Number for a business. You need an Employer Identification Number (EIN) before you can incorporate. You use this number when you file business documents and state and federal taxes.
The Internal Revenue Service (IRS) documents business taxes and financial transactions using this number. It costs nothing to obtain, and you can’t hire employees or apply for credit as a business until you have one.
Step 6 – Obtain Your Tax Registration Number
You also need a Tax Registration Number before you can form an LLC in Washington, DC. Register your LLC with the Office of Tax & Revenue (OTR). The OTR mails the Notice of Business Tax Registration to you. You’ll need the Notice Number to obtain your business license.
Step 7 – Obtain Your Certificate of Occupancy
Every LLC in Washington, DC must obtain either a Certificate of Occupancy or a Home Occupation Permit from the District’s Zoning Administrator. If you house your business in a commercial building, you’ll need a Certificate of Occupancy, but if you start a home-based business, you’ll need a Home Occupation Permit.
Step 8 – Obtain Your Business License
Apply for and receive your Basic Business License. You cannot legally operate a business in Washington, DC without one.
Download our Washington, DC LLC operating agreement below in PDF & Word.