How to Start a District of Columbia Series LLC
To start a Series LLC in the District of Columbia, you must file Articles of Organization with the Department of Consumer & Regulatory Affairs (DCRA). You can file this document online, by mail, or in person. The Articles of Organization cost $220 to file.
The steps required to start a Series LLC in Washington, D.C., are similar to the steps to forming a traditional D.C. limited liability company, but there are a few important differences you’ll need to know. This how to start a District of Columbia Series LLC guide can help get you started.
D.C. Series LLC Guide:
- Understand the D.C. Series LLC
- File D.C. Series LLC Articles of Organization
- Submit a Certificate of Series Designation
- Create a D.C. Series LLC operating agreement
- Get Federal EINs from the IRS
- Open bank accounts for your D.C. Series LLC
- Obtain any required business licenses
- File the D.C. Biennial report
What is a District of Columbia Series LLC?
A District of Columbia Series LLC is a limited liability company that consists of a parent organization and divisions, called “series,” with separate assets, finances, and limited liability. Washington, D.C., is one of around a dozen US jurisdictions where you can form a Series LLC.
What are the advantages to forming a D.C. Series LLC?
The District of Columbia Series LLC is useful if your business needs to protect multiple assets in the event that any other part of the organization ever gets sued. This is why the Series LLC business structure is so appealing to holding companies and real estate investment companies. If properly formed and maintained, the individual series of your District of Columbia Series LLC will usually not be liable for legal actions taken against other series of your Series LLC or the parent organization.
Learn more about the Series LLC business structure at Northwest’s Series LLC Guide.
D.C. Series LLC Articles of Organization Requirements
To form a District of Columbia Series LLC, you must file Articles of Organization for Domestic Limited Liability Company (Form DLC-1) with the DCRA. This is the same document submitted by ordinary D.C. LLCs, but a D.C. Series LLC must include an additional provision izing the formation of series. See the document below and click on any number to see what information is required in the corresponding section.
Your Series LLC's name should include the words “Limited Liability Company,” “Limited Company,” or an equivalent abbreviation. It is useful, though not required, to clearly indicate in your company name that your organization is a Series LLC.
Include the address of your Series LLC's initial principal office. This should be a street address, not a PO box, and keep in mind that whatever address you list goes into the public record.
Include the name and District of Columbia street address of your D.C. Series LLC's registered agent. You can appoint a qualified individual or a business (such as a registered agent service) to be your D.C. Series LLC’s registered agent.
Your articles should include the following sentence: “The limited liability company has at least one member.”
If your Series LLC will come into existence when the DCRA files your articles, skip this section, but you have the option to delay your Series LLC's start date up to 90 days after the DCRA files your articles.
This is where your Series LLC's Articles of Organization should include a provision izing your organization to establish individual series through its operating agreement (see the form for the appropriate language to use).
Your District of Columbia Series LLC's organizer is simply the individual who signs and submits your Articles of Organization. The organizer must include a name and address.
How much does it cost to start a Series LLC in Washington, D.C.?
The DCRA charges $220 to file Articles of Organization, plus an additional $50 for 3-day expedited processing or $100 for 1-day expedited processing.
How long does it take to form a District of Columbia Series LLC?
The standard processing time for mailed filings is around 3-4 weeks, but there are much faster options available. If you file online or person, the processing time is around 15 business days. Go with the $50 expedite option, however, and you can speed that up to 3 business days. Finally, you can pay a $100 expedite fee for 1-day processing.
Does a D.C. Series LLC Need a Registered Agent?
Absolutely. Your Series LLC must appoint and maintain a District of Columbia registered agent to receive service of process (legal notices) on its behalf. You can appoint an individual or a commercial registered agent service, but whoever you appoint must be available during ordinary business hours at the registered agent’s address listed on your Articles of Organization.
Does Each Series Within the Series LLC Need Its Own Registered Agent?
No. Your Series LLC’s District of Columbia registered agent will be the registered agent for each individual series within your Series LLC. If your Series LLC or any of its series register as foreign business entities in other states, however, you will need to appoint a registered agent in those states as well. Being able to use the same registered agent in multiple states is one of the main advantages of hiring a national registered agent service with offices in all 50 states.
D.C. Certificate of Series Designation Requirements
Your D.C. Series LLC’s Articles of Organization form the parent organization and ize it to form series, but the Articles of Organization don’t form the individual series themselves. For that, you need to file a D.C. certificate of series designation (Form DLC-4) with the DCRA. Fortunately, you can file a single certificate of designation for multiple series.
Importantly, you must file your District of Columbia Series LLC’s Articles of Organization prior to establishing series with a certificate of designation.
Create a D.C. Series LLC Operating Agreement
Your District of Columbia Series LLC’s Operating Agreement describes your organization’s internal rules and procedures. Since a Series LLC is one of the most complicated business structures out there, we recommend hiring an experienced attorney help write and finalize your Series LLC’s operating agreement.
Our free LLC operating agreement template, however, can help you get started. Feel free to sample and explore the documents below and adapt them to the needs of your District of Columbia Series LLC.
Get Federal EINs from the IRS
Does my D.C. Series LLC need a federal EIN?
Yes. Your District of Columbia Series LLC will need a federal employer identification number (FEIN or EIN) to hire employees, open bank accounts, get a D.C. business license, or take advantage of tax elections like the S corporation. You can apply for an EIN at the IRS website, by mail, or by fax.
Should I get a separate EIN for each series of my D.C. Series LLC?
Typically, yes. One of the most important things to do when establishing a District of Columbia Series LLC is to maintain each series’s limited liability, and that means maintaining separate finances and financial records. This means you’ll need to establish separate bank accounts for each series, which will require each series to get its own EIN.
Open Bank Accounts For Your D.C. Series LLC
To open a bank account for your District of Columbia Series LLC, you will need to bring the following with you to the bank:
- A copy of your Series LLC’s Certificate of Formation
- Your Series LLC Operating Agreement
- Your D.C. Series LLC’s EIN
If your District of Columbia Series LLC has multiple members, you may also want to bring an LLC resolution to open a bank account that states that the person going to the bank is ized by the members to open the account in the name of your D.C. Series LLC.
Should I open separate bank accounts for each series?
Opening separate bank accounts (and keeping separate finances) is crucial to maintaining each series’s limited liability, so it isn’t a good idea for your parent LLC and its individual series to share the same bank account. Just keep in mind that many banks are not accustomed to starting multiple, independent bank accounts for what can appear, on the surface, to be a single organization.
It’s best to call the bank ahead of time, explain your organization’s structure, and make sure the bank will open separate accounts for your D.C. Series LLC and each series within it.
Obtain any Required Business Licenses
Yes, if you’re doing business in the District of Columbia, you’ll need a business license. The basic business license, which is all most businesses need, lasts 2-4 years and will cost around $100 (and sometimes over $1000 depending on the licensing category that fits your business).
Visit the D.C. business license section of the DCRA’s website to learn more.
File the D.C. Biennial Report
What is the District of Columbia biennial report?
The D.C. Biennial Report confirms or updates your Series LLC’s information in the DCRA’s records. Your District of Columbia Series LLC must submit a biennial report even if the organization’s information hasn’t changed.
The filing fee for the D.C. Biennial Report is $300 (a walk-in report, however, will cost you an additional $100). The first report is due on the April 1st of the year following the initial formation of your District of Columbia Series LLC. After that, you’ll file a new report by April 1st every other year.
Fortunately, the District of Columbia doesn’t require each individual series within your Series LLC to submit its own biennial report. One report covers your series organization and every series within it.
Learn more at Northwest’s D.C. Biennial Report Filing Directions.