Q: Can you help me move a company to Washington DC?
Thank you to a customer in New York for asking that question! When moving your business to the District of Columbia from elsewhere in the United States, you have several options, but the most likely choices will be to domesticate or convert your company from your place of origin to Washington DC. Here’s what to know:
What is the difference between domestication and conversion in DC?
The District of Columbia Department of Licensing and Consumer Protection, Corporations Division provides two different ways of changing a DC foreign corporation or DC foreign LLC into a domestic one. “Foreign” in this sense means from outside the District of Columbia. This applies to companies from elsewhere in the United States as well as to ones from outside the country.
Washington DC gives you the option to domesticate your company, which involves transferring it from your original jurisdiction to DC under the same structure, such as changing a Maryland corporation into a DC corporation. Or, you can convert your company from one structure to another while also changing jurisdictions, like turning a Virginia corporation into a DC LLC.
Can my company move to DC without domestication or conversion?
Businesses are not limited to the domestication progress when moving to Washington DC. Other methods of moving include:
- Staying based in the original state and registering as a foreign entity in DC (a process called foreign qualification)
- Dissolving the original business and registering it as a new DC corporation or DC LLC
- Merging with an existing Washington DC business (see District of Columbia Articles of Merger)
Any of these methods are valid ways to move your business, but depending on the nature of your company, conversion or domestication may be cheaper and more straightforward.
How do I file for District of Columbia domestication?
You can file for domestication using Form GN-13, Statement / Plan of Domestication of Domestic & Foreign Filing Entity.
What information do I need to provide?
You will need to include the following information on the form:
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Company name in state of formation
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Jurisdiction your company originally formed in
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Date of formation
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Type of entity
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New company name in the District of Columbia
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Effective date of domestication (up to 90 days after filing)
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Mailing address where process may be served
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Name and signature of the company’s governor or authorized person
Do I need to include any other documentation?
Along with the form, you will need to attach proof of existence from your company’s state of formation, such as a Certificate of Existence or Certificate of Good Standing. You will also need to show proof that your original state of formation authorizes your company’s domestication in DC. Additionally, you will need to include the articles of formation or incorporation for your company as its organic public record.
How do I file for District of Columbia conversion?
You can file for conversion using a Statement / Plan of Conversion of Domestic & Foreign Filing Entity form. This form allows you to simultaneously change your company type at the same time as it becomes a domestic Washington DC company.
What do I need to provide with conversion forms?
A Statement / Plan of Conversion requires the same information as a Statement / Plan of Domestication, but you will also have to specify both the type of entity in the company’s original place of formation and the type of entity it will become in Washington DC.
Do I need to include any other documentation?
Like a Statement / Plan of Domestication, you need to include proof of existence in your company’s state of formation and that state’s authorization for the company’s domestication in DC, along with the articles of formation or incorporation for your company.
How do I submit domestication or conversion forms?
You can submit the forms and fees by mail or online.
By Mail:
Department of Licensing and Consumer Protection
Corporations Division
PO Box 92300
Washington, DC 20090
Online: CorpOnline Service.
How much are the fees for domestication or conversion?
The fee for domestication or conversion of a foreign company is the same as the registration fee for the same kind of domestic entity. An LLC costs $220 to register, which is also the base fee of a corporation—but registration fees for corporations increase to as much as $1,650 depending on how much authorized capital it has to start.
What if my state won’t allow domestication?
Per Code of the District of Columbia § 29–204.01, you can only domesticate your company in the District of Columbia if your original jurisdiction’s laws authorize the transfer.