District of Columbia Corporation Law

A corporation incorporated in the District of Columbia is an independent body formed for a lawful purpose having legal rights distinct from that of its members.  It has all the powers and rights as that of a natural person.

District of Columbia law requires that the name of the corporation should contain the word “corporation,” “company,” “incorporated,” or “limited,” or an abbreviation of one of such words.  The name should not contain any word or phrase indicating that the corporation is organized for any purpose other than that stated in the articles of incorporation.  The corporation’s name should not be the same as, or deceptively similar to, the name of any domestic corporation or that of any corporation organized under any act of Congress authorizing the formation of corporations under the laws of the District of Columbia.  It should not be deceptively similar to the name of any corporation created by any special act of Congress to carry out business in the District of Columbia, or of any foreign corporation authorized to transact business in the District of Columbia.

The existence of a corporation commences upon filing of the articles of incorporation with the Department of Consumer and Regulatory Affairs.  The articles of incorporation should contain the corporate name, the number of shares authorized to issue, a brief statement of the character of business carried out by the corporation, the names and addresses of the directors until successors are elected, and name and addresses of incorporators.

Bylaws lay down internal rules and procedures for the corporation.  Bylaws deal with issues such as the existence and responsibilities of corporate offices, the size of the board of directors and the manner and term of their election, how and when board and shareholder meetings will be held, who may call meetings, and how the board of directors will function.  It is mandatory in the District of Columbia to keep a copy of the bylaws in the corporation’s principal place of business.

Once the corporation receives the certificate of incorporation from the Department of Consumer and Regulatory Affairs, an organizational meeting is conducted for adopting bylaws, electing staff, and transacting other necessary business.

The board of directors is elected by the shareholders.  They are responsible for the daily running of the corporation.  Unless the articles provide otherwise, the board of directors have the right to amend the bylaws of a corporation.

Meeting of the shareholders of the corporation is held every year.  The meeting place is prescribed in the bylaws.  If there is no specific place prescribed, the shareholders should meet at the corporation’s principal office.


Inside District of Columbia Corporation Law