Form FN-4, Withdrawal on Dissolution or Conversion to Non-filing Entity for Foreign Filing Entity, is a Corporations Division form of the DC Department of Licensing and Consumer Protection (DLCP). A foreign filing entity registered in the District uses it to apply for a Certificate of Withdrawal when it is dissolved in its state of formation or converts to a non-filing entity. It is one of the DLCP forms people look for when searching for a DC business license, but it ends a registration rather than creating one. On this page you can fill out Form FN-4 online on FillingPDF and download or print the completed PDF; the form is published by DLCP.
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What is FN-4?
Form FN-4, Withdrawal on Dissolution or Conversion to Non-filing Entity for Foreign Filing Entity, is the DC Corporations Division form a foreign filing entity uses to withdraw its foreign registration statement when it is dissolved in its state of formation or converts to a non-filing entity.
The form is issued by the Corporations Division of the DC Department of Licensing and Consumer Protection (DLCP). It is filed under Title 29 of the D.C. Code (Business Organizations Act); the entity type and authority printed on it is § 29–105.09. By signing, the foreign filing entity applies for a Certificate of Withdrawal and states that it surrenders its registration to do business in the District as a qualified entity (line 5).
The form names unincorporated nonprofit associations and banks as examples of non-filing entities. When the entity has converted, lines 6A to 6D add the type of non-filing entity, the state or country whose laws govern its internal affairs, a revocation of the registered agent's authority to accept service, and an address for service of process, meaning the address where legal complaints can be forwarded.
A filing fee applies. The form refers you to the Corporate Fee Schedule posted online rather than printing an amount.
Who needs to file FN-4?
A foreign filing entity registered to do business in the District of Columbia files Form FN-4 in one of two situations printed on the form:
- the entity is being dissolved in the state or country where it was formed; or
- the entity is converting to a non-filing entity, for example an unincorporated nonprofit association or a bank.
Only entities that converted answer lines 6A to 6D. An entity that is simply dissolving does not need to complete them, because the form says to answer them only if the foreign entity has converted to a foreign non-filing entity.
The form is signed by the Governor or Authorized Person named on line 7, who also signs on line 7A. Signing carries a warning: anyone who makes a false statement can be punished by criminal penalties, including a fine, imprisonment or both, under DCOC § 22-2405.
The form is for foreign entities. It is not for ending a registration for any reason other than dissolution in the state of formation or conversion to a non-filing entity.
When to file FN-4
File Form FN-4 once the foreign filing entity is being dissolved in its state of formation or is converting to a non-filing entity. Those two events are the triggers printed on the form. The form sets no separate due date of its own.
Because the form is a withdrawal of the entity's foreign registration, it is filed with the Corporations Division of the DC Department of Licensing and Consumer Protection (DLCP) when you are ready to surrender the registration and pay the filing fee. For fee questions or filing status, the form lists the Corporations Division phone number, (202) 442-4432.
How to fill out FN-4
Enter the foreign entity name
Line 1: write the name of the foreign entity applying for the Certificate of Withdrawal.
Give issuance date and formation place
Line 2: enter the date the Certificate of Foreign Registration was issued. Line 3: enter the name of the state or country of formation.
State the prior entity type
Line 4: enter the type of entity the foreign entity was before the dissolution or conversion.
Review the surrender statement
Line 5 states that the foreign entity surrenders its registration to do business in the District as a qualified entity. It is part of the statement you sign.
Describe the non-filing entity
Complete only if the entity converted. Line 6A: the type of non-filing entity it converted to. Line 6B: the state or country whose laws govern its internal affairs.
Revoke agent and give service address
If the entity converted, line 6C revokes the registered agent's authority to accept service. Line 6D: enter the address where legal complaints can be forwarded.
Name and sign as authorized person
Line 7: print the name of the Governor or Authorized Person. Line 7A: that person signs, after reading the notice about criminal penalties for false statements under DCOC § 22-2405.
Review and download the completed PDF
Check every line against your entity's records and the Corporate Fee Schedule. Download or print the completed PDF from FillingPDF and send it as described under How to submit.
How to submit FN-4
You can file Form FN-4 by mail or online through CorpOnline.
- 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 the CorpOnline site at 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 amount is in the Corporate Fee Schedule posted online by DLCP; the form does not print it. Questions can go to 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
- Using Form FN-4 when the foreign entity is neither being dissolved in its state of formation nor converting to a non-filing entity.
- Leaving lines 6A to 6D blank when the entity has converted to a foreign non-filing entity; the form says to answer them in that case.
- Omitting the date the Certificate of Foreign Registration was issued (line 2) or the state or country of formation (line 3).
- Leaving line 4 empty instead of stating the type of entity the foreign entity was before the dissolution or conversion.
- Mailing the form without the required payment; the mailing instruction says to send all forms and required payment together.
- Mailing the form to a street address instead of PO Box 712300, Philadelphia, PA 19171-2300.
- Submitting the form without the signature of the Governor or Authorized Person on line 7A, or signing without noting the criminal penalties for false statements.
- Not checking the Corporate Fee Schedule online before filing, since the form does not print the fee.
Frequently asked questions
What is Form FN-4 used for?
Form FN-4 is used by a foreign filing entity to withdraw its foreign registration statement in the District of Columbia. It applies when the entity is being dissolved in its state of formation or is converting to a non-filing entity, and it requests a Certificate of Withdrawal.
Who has to file Form FN-4 in DC?
A foreign filing entity registered in the District that is dissolving in its state of formation or converting to a non-filing entity, such as an unincorporated nonprofit association or a bank. The Governor or Authorized Person named on line 7 signs it.
Do I fill out lines 6A to 6D if my entity is only dissolving?
No. The form says to answer 6A to 6D only if the foreign entity has converted to a foreign non-filing entity. Those lines cover the new entity type, governing law, revocation of the registered agent and the service-of-process address.
Where do I send Form FN-4?
Mail it with payment to Department of Licensing and Consumer Protection, Corporations Division, PO Box 712300, Philadelphia, PA 19171-2300. You can also file online at https://corponline.dlcp.dc.gov by signing in with Access DC.
Is there a fee to file Form FN-4, and how is it paid?
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 mailed filings, send the required payment with the form. Call (202) 442-4432 with questions.
Can I fill out Form FN-4 online?
You can complete the PDF online on FillingPDF and download it. FillingPDF does not file it for you: you submit it by mail to DLCP or through CorpOnline, the agency's own online system.
What happens if I sign Form FN-4 with false information?
The form warns that anyone who makes a false statement can be punished by criminal penalties, including a fine, imprisonment or both, under DCOC § 22-2405. Signing the form means you agree to that warning.
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