Form DNP-5 is the statement a domestic nonprofit corporation files with the Corporations Division of the District of Columbia Department of Licensing and Consumer Protection (DLCP) to abandon a merger or membership exchange that has not yet become effective. By signing it, the corporation applies for a Certificate of Abandonment under Title 29 of the D.C. Code (Business Organizations Act). On this page you can fill out the form online on FillingPDF and download or print the completed PDF; the original form is published by DLCP at the official link below.
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What is DNP-5?
DNP-5 Abandonment of A Merger or Membership Exchange of Domestic Nonprofit Corporation is the District of Columbia form a domestic nonprofit corporation uses, at any time before a merger or membership exchange becomes effective, to abandon it and apply for a Certificate of Abandonment.
The form is issued by the Corporations Division of the Department of Licensing and Consumer Protection (DLCP). The authority printed on it for a domestic nonprofit corporation is § 29–409.08 of Title 29 of the D.C. Code (Business Organizations Act). Upon filing, the statement takes effect, and the merger or share exchange is deemed abandoned and does not become effective.
The statement itself is short. It gives:
- the names of the parties to the merger or membership exchange;
- the date of filing of the merger or membership exchange;
- the declaration that the transaction has been abandoned in accordance with § 29-409.08;
- the name and signature of the Governor or Authorized Person.
The form produces a Certificate of Abandonment for the transaction. It is a Corporations Division filing, not an application for a license, and it applies only to the entity type printed on it, the domestic nonprofit corporation. A filing fee applies, and the form refers to the Corporate Fee Schedule posted online for the amount.
Who needs to file DNP-5?
A domestic nonprofit corporation that has started a merger or membership exchange and now wants to abandon it uses Form DNP-5. The form names the entity type and authority it covers as Domestic Nonprofit Corporation, § 29–409.08.
- Timing condition: the form allows abandonment only before the merger or membership exchange has become effective. Once the transaction is effective, this form does not apply.
- Who signs: the form asks for the name and signature of the Governor or Authorized Person of the corporation (lines 4 and 4A).
- Warning to signers: anyone who signs agrees that a person who makes a false statement can be punished by criminal penalties, including a fine and imprisonment, under DCOC § 22-2405.
The form prints no rule on signing through a representative other than the Governor or Authorized Person, so contact the Corporations Division at (202) 442-4432 for questions about who may sign.
When to file DNP-5
File Form DNP-5 at any time before the merger or membership exchange has become effective. The form sets no calendar deadline; the cut-off is the moment the transaction takes effect, after which it can no longer be abandoned with this statement.
The statement takes effect upon filing. From that point the merger or share exchange is deemed abandoned and does not become effective. Because the effect begins on filing, submit the form and its payment early enough to be received before the transaction's effective date. The form gives no processing time; ask the Corporations Division at (202) 442-4432 about timing.
How to fill out DNP-5
Confirm the form fits your entity
Check that your organization is a domestic nonprofit corporation and that the merger or membership exchange has not yet become effective. The form is printed for § 29–409.08.
Review the fee note
A filing fee applies; the form refers to the Corporate Fee Schedule posted online. Have the payment ready for the channel you will use.
List the parties on line 1
Under line 1, enter the names of the parties to the merger or membership exchange.
Enter the filing date on line 2
Under line 2, enter the date of filing of the merger or membership exchange.
Read the abandonment statement on line 3
Line 3 states that the merger or membership exchange has been abandoned in accordance with § 29-409.08. Confirm it reflects your corporation's decision before signing.
Enter the signer's name on line 4
Under line 4, enter the name of the Governor or Authorized Person who will sign for the corporation.
Sign on line 4A
The Governor or Authorized Person signs on line 4A. Signing confirms the false-statement warning printed above the signature lines.
Review and download the completed PDF
Check names, date and signature, then download or print the completed PDF from FillingPDF. Submit it with the required payment through the channels described under How to submit.
How to submit DNP-5
You can file Form DNP-5 by mail or, where the filing is available there, through the online 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: 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.
- Fee: a filing fee applies. The form refers to the Corporate Fee Schedule posted online for the amount.
- Questions: call the Corporations Division at (202) 442-4432.
FillingPDF lets you fill out and download the PDF; submission follows the channels above.
Common mistakes to avoid
- Filing the form after the merger or membership exchange has already become effective; the form allows abandonment only before that point.
- Leaving the form unsigned: line 4A requires the signature of the Governor or Authorized Person, not just the printed name on line 4.
- Mailing the form to a street address instead of the Corporations Division's PO Box 712300, Philadelphia, PA 19171-2300.
- Sending the form by mail without the required payment; the instructions say to mail all forms and required payment together.
- Leaving out the names of all the parties to the merger or membership exchange on line 1.
- Omitting the date of filing of the merger or membership exchange on line 2.
- Using the form for an entity that is not a domestic nonprofit corporation; the authority printed on it is § 29–409.08 for that entity type.
- Signing without understanding the false-statement warning; the form states criminal penalties under DCOC § 22-2405.
Frequently asked questions
What is Form DNP-5 used for?
Form DNP-5 lets a domestic nonprofit corporation abandon a merger or membership exchange before it becomes effective. It is filed with the DLCP Corporations Division, and the corporation applies for a Certificate of Abandonment. Once filed, the transaction is deemed abandoned and does not become effective.
Is Form DNP-5 a DC business license form?
No. Form DNP-5 is a Corporations Division filing that abandons a nonprofit merger or membership exchange and produces a Certificate of Abandonment. It is not an application for a license; the form does not describe any licensing function.
Until when can I abandon a merger or membership exchange?
At any time before the merger or membership exchange has become effective. The form prints no other calendar deadline. After the transaction is effective, this statement can no longer be used to abandon it.
Where do I send Form DNP-5?
Mail it with the required payment to Department of Licensing and Consumer Protection, Corporations Division, PO Box 712300, Philadelphia, PA 19171-2300. Many corporate filings are also available online at https://corponline.dlcp.dc.gov with an Access DC sign-in.
Is there a fee to file Form DNP-5?
Yes, a filing fee applies. The form refers to the Corporate Fee Schedule posted online for the amount. Mailed filings go with the required payment; online filings are paid by credit card. Call (202) 442-4432 with fee questions.
Who signs Form DNP-5?
The Governor or Authorized Person of the corporation. Their name goes on line 4 and their signature on line 4A. The form warns that a false statement can bring criminal penalties under DCOC § 22-2405.
Can I fill out Form DNP-5 online on FillingPDF?
Yes. You can fill out the PDF online on FillingPDF and download or print it. FillingPDF is an independent service and does not file the form with DLCP; you submit it by mail or through the agency's online channel.
What information does Form DNP-5 ask for?
Line 1 asks for the names of the parties to the merger or membership exchange, line 2 the date of filing of the transaction, line 3 states the abandonment under § 29-409.08, and lines 4 and 4A take the name and signature of the Governor or Authorized Person.
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