Form FN-5, Transfer of Registration for Foreign Filing Entity, is the District of Columbia Corporations Division form, issued by the Department of Licensing and Consumer Protection (DLCP), that applies for a Certificate of Transfer of Registration. It is a narrow filing, not a general application for a DC business license: it is for a foreign filing entity registered to do business in the District that merges with or converts to another foreign entity required to register there. On FillingPDF you can fill out Form FN-5 online and download or print the completed PDF; the official PDF is published by DLCP, and the form reaches the agency only through its own channels.
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What is FN-5?
Form FN-5, Transfer of Registration for Foreign Filing Entity, is the DC Corporations Division form that transfers the registration of a foreign filing entity registered to do business in the District after it merges with or converts to another foreign entity required to register.
The form is filed under Title 29 of the D.C. Code (Business Organizations Act); the authority printed on it for the foreign filing entity is § 29–105.10. By submitting it, the entity applies for a Certificate of Transfer of Registration and makes the statement the form sets out.
The statement has nine numbered items. They identify the registered entity and the date its Certificate of Foreign Registration was issued (lines 1 and 2), what the entity was before the merger or conversion (line 3), the entity into which it merged or converted and that entity's type (lines 4 and 5), and the State or country whose laws govern its internal affairs (line 6). Lines 7A and 7B give a principal office address and a District registered agent, but only when that information differs from the applicant entity's. Line 8 requires a certified copy of the merger or conversion statement, and line 9 collects the name and signature of the Governor or Authorized Person.
A filing fee applies; the form refers you to the Corporate Fee Schedule posted online by DLCP. The form is the transfer filing only. It does not request a new registration or a general DC business license.
Who needs to file FN-5?
The main group is a foreign filing entity that is registered to do business in the District of Columbia and that merges with, or converts to, a foreign entity required to register to do business in the District. The entity named on line 1 is the applicant, and the form is built around what the entity was before the merger or conversion and what it became.
Some conditions shape who completes which parts:
- Lines 7A and 7B are answered only if the principal office address or the District registered agent is different from the information for the applicant entity.
- The form is signed by the Governor or Authorized Person, whose name goes on line 9 and whose signature goes on line 9A.
- The applicant must be able to obtain the certified merger or conversion statement that line 8 requires from the Registration Authority in its State, Province or Country of incorporation.
The form states its use only for a merger or conversion of a registered foreign filing entity. It is not a general application for a DC business license, and the form does not describe any other use. Whoever signs agrees that anyone making a false statement can be punished by criminal penalties, including a fine, imprisonment or both, under DCOC § 22-2405.
When to file FN-5
File Form FN-5 after a foreign filing entity registered to do business in the District has merged with or converted to another foreign entity that is required to register in the District. The form prints no separate calendar deadline.
Timing is controlled by line 8: the certified copy of the statement evidencing the merger or conversion, issued by the Registration Authority in the State, Province or Country of incorporation, must be no more than 90 days old. Order that copy so that it will still be within 90 days when the filing is received. The form does not state a processing time.
Documents you need
- Certified copy of the statement evidencing the merger or conversion, issued by the Registration Authority in the State, Province or Country of incorporation and not over 90 days old (line 8).
How to fill out FN-5
Confirm the form fits your situation
Form FN-5 is for a foreign filing entity registered to do business in the District that merges with or converts to a foreign entity required to register there. Have the registration certificate and merger or conversion records at hand.
Enter the entity name
Line 1: the name of the foreign filing entity applying for the Certificate of Transfer of Registration.
Enter the certificate issuance date
Line 2: the date of issuance of the Certificate of Foreign Registration.
State the entity type before the change
Line 3: the type of entity the foreign entity was before the merger or conversion.
Name the resulting entity
Line 4: the name of the entity into which it has merged or to which it has been converted. Line 5: the type of that entity.
Enter the governing State or country
Line 6: the name of the State or country whose laws govern the internal affairs of the converted or merged filing entity.
Complete line 7 only if information differs
Answer lines 7A and 7B only if the information is different from the applicant entity's. Line 7A: principal office address. Line 7B: name, address and email of the registered agent in the District of Columbia.
Prepare the certified copy for line 8
Obtain a certified copy of the statement evidencing the merger or conversion from the Registration Authority in the State, Province or Country of incorporation. It must not be over 90 days old.
Enter the signer and sign
Line 9: the name of the Governor or Authorized Person. Line 9A: that person's signature. Signing means agreeing that false statements can be punished under DCOC § 22-2405.
Review and download the completed PDF
Check each line, then download or print the completed PDF from FillingPDF. Assemble the form, the certified copy and the required payment and submit them through the channels described under How to submit.
How to submit FN-5
You can submit Form FN-5 by mail or, where the filing is offered there, through DLCP's CorpOnline site.
- By mail: send the form and the required payment to Department of Licensing and Consumer Protection, Corporations Division, PO Box 712300, Philadelphia, PA 19171-2300. Include the certified copy required by line 8.
- Online: the form says 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. Confirm there that this filing is offered.
A filing fee applies. The form refers you to the Corporate Fee Schedule posted online; check it for the current amount. For 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
- Attaching a certified merger or conversion statement that is more than 90 days old; line 8 requires a copy not over 90 days old.
- Leaving out the certified copy from the Registration Authority in the State, Province or Country of incorporation, which line 8 requires.
- Skipping lines 7A and 7B when the principal office address or the District registered agent differs from the applicant entity's information.
- Sending the form without the required payment; the form asks that all forms and required payment be mailed together.
- Submitting the form without the name of the Governor or Authorized Person on line 9 or without that person's signature on line 9A.
- Mailing the package to a street address instead of PO Box 712300, Philadelphia, PA 19171-2300, the mailing address printed on the form.
- Using Form FN-5 for something other than a merger or conversion of a registered foreign filing entity, such as a first-time registration or a general business license.
Frequently asked questions
What is Form FN-5 used for?
Form FN-5 transfers the registration of a foreign filing entity registered to do business in the District of Columbia when it merges with or converts to a foreign entity required to register there. It applies for a Certificate of Transfer of Registration from the DLCP Corporations Division.
Is Form FN-5 a business license application?
No. Form FN-5 applies for a Certificate of Transfer of Registration after a merger or conversion of a registered foreign filing entity. The form does not describe any other use, so it is not a general application for a business license.
What do I have to attach to Form FN-5?
Attach a certified copy of the statement evidencing the merger or conversion, issued by the Registration Authority in the State, Province or Country of incorporation. Line 8 requires that the copy be not over 90 days old.
Where do I mail Form FN-5?
Mail the form and the required payment to Department of Licensing and Consumer Protection, Corporations Division, PO Box 712300, Philadelphia, PA 19171-2300. The Corporations Division phone number printed on the form is (202) 442-4432.
Can I file Form FN-5 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 and pay by credit card. Confirm there that this filing is offered.
Can I fill out Form FN-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.
Is there a fee to file Form FN-5?
Yes. The form refers to the Corporate Fee Schedule posted online by DLCP for the filing fee. Online filings are paid by credit card; for mailed filings, the form asks you to send the required payment with it.
Who signs Form FN-5?
The Governor or Authorized Person signs. Their name goes on line 9 and their signature on line 9A. By signing, they agree that anyone who makes a false statement can face criminal penalties under DCOC § 22-2405.
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