Form FN-1, the Foreign Registration Statement, is the form the Corporations Division of the DC Department of Licensing and Consumer Protection (DLCP) uses to register a foreign filing entity to conduct business in the District of Columbia. It is used by corporations, limited liability companies, partnerships, trusts and similar entities organized outside the District. On FillingPDF you can fill out the form online and download or print the completed PDF; the official PDF and the instruction sheet are published by DLCP, and the filing itself follows DLCP's mail or online channels.
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What is FN-1?
Form FN-1, Foreign Registration Statement, is the District of Columbia Corporations Division form that a foreign filing entity submits to apply for a Certificate of Registration to transact business in the District of Columbia.
The form is filed under Title 29 of the D.C. Code (Business Organizations Act); it cites § 29–105.03 and 29-102.01. A foreign filing entity, as the instruction sheet defines it, includes a nonprofit or for-profit corporation, limited liability company, limited partnership, limited liability partnership, general cooperative association, limited cooperative association and statutory trust.
Registration gives the foreign filing entity authority to conduct business within the District. It does not license the entity's activity, issue a permit or register the entity for taxation. The instruction sheet states that compliance in those areas remains the entity's responsibility, so anyone looking for a DC business license or a tax registration needs those separately.
The form asks for the entity's name, type and any alternate name, its place and date of organization, the date it started or will start transacting business in the District, its principal address, its Registered Agent in the District, a short description of the proposed activity, the persons who own or control the entity, an attached Certificate of Good Standing, and the signature of the Governor or Authorized Person.
Who needs to file FN-1?
A foreign filing entity that wants authority to conduct business in the District of Columbia files Form FN-1. The instruction sheet lists the entity types covered:
- nonprofit and for-profit corporations;
- limited liability companies;
- limited partnerships and limited liability partnerships;
- general cooperative associations and limited cooperative associations;
- statutory trusts.
The form is signed by the Governor or Authorized Person of the entity, whose name goes in Item 12.
Entities that already started business in the District before registering are not excluded, but the instruction sheet warns that they may be liable for back reports and back fees and should contact the Corporations Division for exact fees and instructions.
Do not treat this form as a license. The instruction sheet says registration does not license the entity's activity, issue a permit or register the entity for taxation purposes.
When to file FN-1
File Form FN-1 when the foreign filing entity is ready to register to conduct business in the District of Columbia. Item 6 asks for the date the entity started or will start transacting business there. If it has not started, you may enter "upon registration".
If the entity began business earlier, it may be liable for back reports and back fees. The instruction sheet calls it imperative for such an entity to contact the Corporations Division, at (202) 442-4432, for the exact fees and instructions to avoid rejection of the application for deficiency.
The Certificate of Good Standing (Certificate of Existence) attached under Item 11 must not be over 90 days old, so obtain it close to the filing date. The instruction sheet sets no other deadline.
Documents you need
- Original Certificate of Good Standing (Certificate of Existence) from the Registration Authority in the state, province or country of incorporation, not over 90 days old (Item 11).
How to fill out FN-1
Enter the entity name and type
Item 1: the entity name as it appears on the records of the state or province in the country of formation. Item 2: the entity type.
Add an alternate name if needed
Item 3: use only if the true name is not distinguishable from another registered entity or lacks the appropriate corporate qualifier. The entity may adopt an alternate name or its own name with its jurisdiction of formation clearly identified.
Give place and date of organization
Item 4: the state or province and country of formation. Item 5: the date of organization.
State when business starts in DC
Item 6: the date the entity started or will start transacting business in the District of Columbia. If it has not started, you may enter "upon registration"; if it started earlier, contact the Corporations Division first.
Enter the principal address
Item 7: the company's address in the state or country where it is organized, or its main address if none is maintained there.
Identify the Registered Agent
Item 8: the Registered Agent's name, address and email for the registered office in the District of Columbia.
Describe the proposed activity
Item 9: briefly describe the activity the company will transact in the District of Columbia.
List owners and controlling persons
Item 10: names, residence and business addresses of each member, manager, officer, director, shareholder, partner, trustee or similar person who exceeds 10 percent interest, or who does not but controls financial or operational decisions or directs day-to-day operations.
Prepare the Certificate of Good Standing
Item 11: attach an original Certificate of Good Standing (Certificate of Existence) from the Registration Authority where the entity was formed, not over 90 days old.
Name and sign as authorized person
Item 12: the name of the Governor or Authorized Person. Item 12A: that person's signature and the date of filing.
Review, download and assemble the package
Check every item against the instruction sheet, then download or print the completed PDF from FillingPDF. Assemble the form, certificate and payment for one of the channels described under How to submit.
How to submit FN-1
You can file Form FN-1 by mail or online through the Corporations Division's CorpOnline site.
- By mail: send the completed form with the required payment to Department of Licensing and Consumer Protection, Corporations Division, PO Box 712300, Philadelphia, PA 19171-2300. Include the original Certificate of Good Standing.
- Online: the form notes that many corporate filings are available online. Go to https://corponline.dlcp.dc.gov and sign in with Access DC. Online filings are paid by credit card.
- Questions: call the Corporations Division at (202) 442-4432.
A filing fee applies. The form directs you to the Corporate Fee Schedule posted online for the amount; it does not print one. FillingPDF lets you fill out and download the PDF; submission follows the channels above.
Common mistakes to avoid
- Attaching a Certificate of Good Standing (Certificate of Existence) that is over 90 days old, or leaving out the original required by Item 11.
- Treating registration as a DC business license, permit or tax registration; the instruction sheet says it does none of these.
- Entering an alternate name in Item 3 when it is not needed; it is only for a name not distinguishable from another registered entity or one missing the appropriate corporate qualifier.
- Filing without contacting the Corporations Division when the entity already did business in the District, risking rejection for deficiency over back reports and back fees.
- Entering a District address in Item 7 instead of the address where the entity is organized, or its main address if none is maintained there.
- Listing only owners above 10 percent in Item 10 and omitting a person who owns 10 percent or less but controls financial or operational decisions or directs day-to-day operations.
- Giving the entity name in Item 1 in a form that differs from the records of the state or province of formation.
- Submitting the form without the signature and filing date of the Governor or Authorized Person in Item 12A.
Frequently asked questions
What is Form FN-1 used for?
Form FN-1 is the Foreign Registration Statement that a foreign filing entity files with the DC Corporations Division to apply for a Certificate of Registration to transact business in the District of Columbia. It gives the entity authority to conduct business there.
Is Form FN-1 a DC business license?
No. The instruction sheet says registration gives authority to conduct business but does not license the entity's activity, issue a permit or register the entity for taxation. The entity must make sure it complies in those areas separately.
Which entities must register on Form FN-1?
Foreign filing entities: nonprofit and for-profit corporations, limited liability companies, limited partnerships, limited liability partnerships, general and limited cooperative associations, and statutory trusts that want authority to do business in the District of Columbia.
Do I need a Certificate of Good Standing for Form FN-1?
Yes. Item 11 requires an original Certificate of Good Standing (Certificate of Existence) from the Registration Authority where the entity was formed. It must not be over 90 days old.
Can I file Form FN-1 online?
Yes. The form says many corporate filings are available online through the CorpOnline site at https://corponline.dlcp.dc.gov, where you sign in with Access DC. Online filings are paid by credit card. You can also mail the form to the Corporations Division.
Where do I mail Form FN-1?
Mail the form and required payment to Department of Licensing and Consumer Protection, Corporations Division, PO Box 712300, Philadelphia, PA 19171-2300. For questions, call (202) 442-4432.
What if the entity already did business in DC before registering?
It may be liable for back reports and back fees. The instruction sheet says to contact the Corporations Division for exact fees and instructions, to avoid rejection of the application for deficiency.
Is there a fee to file Form FN-1?
Yes, a filing fee applies. The form refers you to the Corporate Fee Schedule posted online for the amount. Online filings are paid by credit card; for fee questions, call the Corporations Division at (202) 442-4432.
Can I fill out Form FN-1 on FillingPDF?
Yes. FillingPDF lets you fill out the form online and download or print the completed PDF. FillingPDF is independent of DLCP and does not file the form; you submit it by mail or through CorpOnline.
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