DBU-8 Articles of Dissolution by Incorporators and Initial Directors of Domestic Business Corporation – Washington, DC

DBU-8, Articles of Dissolution by Incorporators and Initial Directors of Domestic Business Corporation, is the DC Corporations Division form that lets a majority of the incorporators or initial directors dissolve a domestic business corporation that has not issued shares or has not commenced business.

The Corporations Division belongs to the District of Columbia Department of Licensing and Consumer Protection (DLCP). The printed form cites § 29–312.01 of Title 29 of the D.C. Code (Business Organizations Act) as its authority and lists the entity type as a domestic filing entity. By signing it, the corporation applies for a Certificate of Dissolution and submits a short statement of facts.

The statement has two parts. Lines 1 to 3 give the corporation's name, its date of incorporation and the effective date. Line 4 then lists five statements (4A to 4E) about the corporation: no shares have been issued, it has not commenced business, no debt remains unpaid, net assets remaining after winding up have been distributed to the shareholders if shares were issued, and a majority of the incorporators or initial directors authorized the dissolution. The form closes with the name and signature of the Governor or Authorized Person.

The form is a dissolution filing. It does not apply for, renew or cancel a business license.

A majority of the incorporators or initial directors of a domestic business corporation in the District of Columbia use DBU-8 when the corporation has not issued shares or has not commenced business and they want to dissolve it.

The form is built around five statements that must be true for the corporation, so check them before you start:

• None of the corporation's shares has been issued (4A).
• The corporation has not commenced business (4B).
• No debt of the corporation remains unpaid (4C).
• Net assets remaining after winding up have been distributed to the shareholders, if shares were issued (4D).
• A majority of the incorporators or initial directors authorized the dissolution (4E).

The form is signed by the Governor or Authorized Person named on line 5. If you sign, you agree that anyone who makes a false statement can be punished by criminal penalties under DCOC § 22-2405. The form says nothing about other kinds of entities; it covers a domestic for-profit corporation only.

File DBU-8 once a majority of the incorporators or initial directors has authorized the dissolution, which is the fact you confirm in statement 4E. The form prints no filing deadline of its own. Line 3 asks for the effective date of the dissolution, so decide that date before you complete the form. The corporation must also meet the conditions stated on the form: it has not issued shares or has not commenced business, and no debt remains unpaid. The DLCP phone number printed on the form, (202) 442-4432, is the contact for questions about timing.

You can submit DBU-8 by mail or online through the DLCP's CorpOnline site.

• By mail: send the completed form and the required payment to Department of Licensing and Consumer Protection, Corporations Division, PO Box 712300, Philadelphia, PA 19171-2300.
• Online: 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.

A filing fee applies. The form refers you to the Corporate Fee Schedule posted online for the current amount; it gives no figure itself. For questions, call the Corporations Division at (202) 442-4432. FillingPDF lets you fill out and download the PDF; submission follows the channels above.