DBU-4 Surrender of Charter Upon Domestication of Domestic Business Corporation – Washington, DC

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DBU-4 Surrender of Charter Upon Domestication of Domestic Business Corporation – Washington, DC

Form DBU-4 is the District of Columbia Corporations Division form a domestic for-profit corporation uses to apply for a Certificate of Surrender of Charter when it domesticates in another jurisdiction. Fill out the PDF online on FillingPDF and download or print it.
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Form DBU-4 is the Corporations Division form, issued through the DC Department of Licensing and Consumer Protection (DLCP), that a domestic for-profit corporation uses to surrender its charter while it domesticates to another jurisdiction. By filing it, the corporation applies for a Certificate of Surrender of Charter and states its new jurisdiction of incorporation and new principal address. On this page you can fill out the form online on FillingPDF and download or print the completed PDF; the original PDF is published by DLCP, and the filing itself goes to DLCP by mail or through its CorpOnline site.

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What is DBU-4?

DBU-4 Surrender of Charter Upon Domestication of Domestic Business Corporation is the District of Columbia Corporations Division form that lets a domestic for-profit corporation surrender its charter while it domesticates to another jurisdiction. The printed title on the form reads "Surrender of Charter Upon Domestication of Domestic For-Profit Corporation," and it carries the label Form DBU-4, Ver. 4, September 2023.

The form is filed under Title 29 of the D.C. Code (Business Organizations Act). The entity type listed on it is Domestic Business Corporation, and the authority cited is § 29–307.04. By submitting it, the corporation applies for a Certificate of Surrender of Charter and submits a short statement.

That statement has these parts:

  • Line 1: the corporation name.
  • Line 2: the surrender is filed in connection with the domestication of the corporation in a foreign jurisdiction.
  • Line 3: the domestication was duly approved by the shareholders and, where required, by each separate voting group, in the manner required by § 29-307.04 and the articles of incorporation.
  • Lines 4 and 4A: the corporation's new jurisdiction of incorporation and new principal address.
  • Lines 5 and 6: the name and signature of the Governor or Authorized Person.

A filing fee applies; the form refers to the Corporate Fee Schedule posted online for the amount. The form is a corporate filing with the Corporations Division and is not a license application.

Who needs to file DBU-4?

A domestic for-profit corporation registered in the District of Columbia that is domesticating in another jurisdiction and wants to surrender its DC charter files this form. The form states its purpose as allowing a domestic for-profit corporation to surrender its charter while domesticating to another jurisdiction.

Before filing, the corporation must be able to make the statement on line 3: that the domestication was duly approved by the shareholders and, if voting by any separate voting group was required, by each such separate voting group, in the manner required by § 29-307.04 and the articles of incorporation.

The form is signed by the Governor or Authorized Person of the corporation, whose name goes on line 5 and whose signature goes on line 6. Signing carries a warning printed on the form: anyone who makes a false statement can be punished by criminal penalties, including a fine, imprisonment up to 180 days, or both, under DCOC § 22-2405.

The entity type printed on the form is Domestic Business Corporation, so the form is not written for other kinds of entities.

When to file DBU-4

File Form DBU-4 when the corporation is domesticating in a foreign jurisdiction and wants to surrender its DC charter as part of that domestication. The form says the articles of charter surrender are being filed in connection with the domestication, and that the shareholders (and any required separate voting group) have already approved it, so the approval comes before the filing.

No separate due date or filing window is printed on the form. A filing fee applies, and the form directs you to the Corporate Fee Schedule posted online. For questions about timing or fees, the Corporations Division lists the phone number (202) 442-4432.

How to fill out DBU-4

  1. Confirm the entity type and authority

    At the top, check that the form matches your entity: Domestic Business Corporation, authority § 29–307.04. A filing fee applies; the form refers to the Corporate Fee Schedule posted online.

  2. Enter the corporation name

    On line 1, enter the Corporation Name of the domestic for-profit corporation that is surrendering its charter.

  3. Review the statements on lines 2 and 3

    Line 2 states that the surrender is filed in connection with the domestication of the corporation in a foreign jurisdiction. Line 3 states that the shareholders, and any required separate voting group, duly approved the domestication; make sure that is true before you sign.

  4. Enter the new jurisdiction

    On line 4, enter the corporation's new jurisdiction of incorporation, the jurisdiction it is domesticating to.

  5. Enter the new principal address

    On line 4A, enter the corporation's new principal address.

  6. Read the penalty notice

    Above the signature lines, the form warns that anyone who makes a false statement can be punished by criminal penalties under DCOC § 22-2405. Signing means you accept that notice.

  7. Name the signer on line 5

    On line 5, enter the name of the Governor or Authorized Person who signs for the corporation.

  8. Sign on line 6

    The Governor or Authorized Person signs on line 6, Signature of the Governor or Authorized Person.

  9. Review and download the completed PDF

    Check lines 1 through 6 for accuracy and completeness. Download or print the completed PDF from FillingPDF, then file it with payment as described under How to submit.

How to submit DBU-4

There are two channels: by mail to the Corporations Division, or online through CorpOnline.

  • By mail: send all forms and the required payment to Department of Licensing and Consumer Protection, Corporations Division, PO Box 712300, Philadelphia, PA 19171-2300.
  • Online: the form notes that many corporate filings are available online. Go to https://corponline.dlcp.dc.gov and sign in with Access DC to proceed. Online filings are paid by credit card.

The filing fee is set out in the Corporate Fee Schedule posted online; the amount is not printed on the form, so check that schedule or call the Corporations Division at (202) 442-4432 before you send payment. FillingPDF lets you fill out and download the PDF; submission follows the channels above.

Common mistakes to avoid

  • Signing line 6 without being the Governor or Authorized Person named on line 5; the form asks for that person's name and signature.
  • Leaving line 4 (new jurisdiction of incorporation) or line 4A (new principal address) blank.
  • Filing before the shareholders, and any required separate voting group, have approved the domestication, although line 3 states that approval was given.
  • Mailing the form without the required payment; the mailing instructions say to send all forms and required payment.
  • Sending the filing to a street address instead of the PO Box 712300 address in Philadelphia, PA 19171-2300 given for mail filings.
  • Using this form for an entity other than a domestic for-profit corporation; the entity type printed on it is Domestic Business Corporation.
  • Not entering the corporation name on line 1 exactly as the entity is registered.
  • Overlooking that signing means agreeing that a false statement can bring criminal penalties under DCOC § 22-2405.

Frequently asked questions

What is Form DBU-4 used for?

Form DBU-4 lets a domestic for-profit corporation in the District of Columbia surrender its charter while it domesticates to another jurisdiction. By filing it, the corporation applies to the DLCP Corporations Division for a Certificate of Surrender of Charter.

Is Form DBU-4 a DC business license?

No. Form DBU-4 is a Corporations Division filing, not a license application. It is the statement a domestic for-profit corporation submits to apply for a Certificate of Surrender of Charter in connection with domesticating in another jurisdiction.

Who signs Form DBU-4?

The Governor or Authorized Person of the corporation. Enter that person's name on line 5 and have them sign on line 6. The form warns that false statements can be punished by criminal penalties under DCOC § 22-2405.

Where do I mail Form DBU-4?

Mail it with the required payment to Department of Licensing and Consumer Protection, Corporations Division, PO Box 712300, Philadelphia, PA 19171-2300. The Corporations Division's phone number on the form is (202) 442-4432.

Can I file Form DBU-4 online?

The form says many corporate filings are available online through CorpOnline at https://corponline.dlcp.dc.gov, where you sign in with Access DC. Online filings are paid by credit card. You can also fill out the PDF on FillingPDF, but FillingPDF does not file it for you.

Is there a fee to file Form DBU-4?

Yes, a filing fee applies. The form does not print the amount; it refers you to the Corporate Fee Schedule posted online. Online filings are paid by credit card, and the form asks for payment with mailed filings.

What must the shareholders approve before I file?

Line 3 states that the domestication was duly approved by the shareholders and, if voting by any separate voting group was required, by each such group, in the manner required by § 29-307.04 and the articles of incorporation.

Can I fill out Form DBU-4 online on FillingPDF?

Yes. You can fill out the fillable PDF online on FillingPDF and download or print it. FillingPDF is an independent service, not affiliated with DLCP, and it does not file the form; you submit it by mail or through CorpOnline.

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