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The District treats the agent role in Title 29 of the D.C. Code, in Subchapter IV of Chapter 1. The Corporations Division, part of the Department of Licensing and Consumer Protection, files the paperwork through BOSS. Our Washington DC guide explains how to search entities, and the DC LLC guide covers formation.
Which entities need an agent?
Under D.C. Code 29-104.02, these must designate and maintain a registered agent in the District: a domestic filing entity, a domestic limited liability partnership and a registered foreign entity. An LLC formed in DC is a domestic filing entity. An out of state LLC that registers in DC is a registered foreign entity. Both need an agent.
What does the DC filing say about the agent?
This is where the District is different from most states. The registered agent filing is signed by the entity. It states one of three things, under D.C. Code 29-104.04:
- The name of the entity's commercial registered agent.
- The name and address of a noncommercial registered agent.
- The title of an officer or employee and the address of that person's business office, if the entity designates an officer or employee to accept service.
Options 2 and 3 apply only when the entity has no commercial agent. Option 3 means a DC business with a staffed office can name a role instead of a person. If you have no DC office and no staff there, name an agent rather than a role, and make sure that agent can really receive papers in the District.
Naming a commercial or noncommercial agent is an affirmation by the entity that the agent consented to serve. Get that agreement before you file. Our registered agent services overview explains what a paid agent does, and being your own agent covers the do it yourself route.
How do you change the agent?
File the change with the Corporations Division. BOSS is its online system for registration filings. The fee schedule lists $50 for a change of registered agent by the entity. A noncommercial agent that changes its own name or address also pays $50. A commercial agent works differently: when it changes its name or address, it files one statement of change, and that updates every entity it represents.
What if the company has no agent?
Papers can still reach you, and the route is worse for you. Under D.C. Code 29-104.12 an entity with no agent, or one that cannot be served with reasonable diligence, may be served by registered or certified mail, return receipt requested, at its principal office. The address is the one in its most recent biennial report. Service can also be made by handing the papers to an officer or a managing or general agent.
If the person suing can show by declaration that no agent can be found, the Mayor becomes the entity's agent for service. The Corporations Division says it acts as the Mayor's agent for businesses that are defunct or that fail to maintain an agent in the District and operate there. That is a safety net for the person suing, not a service for you. Read our service of process guide to see why a missed paper can mean a default.
Can anyone see who the agent is?
Yes. The Mayor must make available a daily list of filings that contain a registered agent's name. The list is in alphabetical order by agent. It states the type of filing and the name of the represented entity. It must stay available at least 14 calendar days. For a single company, open its record and read the filings. Our registered agent lookup guide walks through that.
How does this fit with the rest of DC compliance?
Registering the entity comes first. The Division says that registration is separate and must come before a business license, permit or tax registration. After that comes the biennial report, which you also file in BOSS. It costs $300 for a for-profit entity and is due by April 1 of the due year.
Ready to form? Use the start an LLC form.