Articles of Organization

To form an LLC in the District of Columbia, the articles of organization must be filed with the Department of Consumer and Regulatory Affairs. State law requires that certain information be included in your articles of organization. This information must include:

  • The company name
  • The street or mailing address, not P.O. Box, of the registered office
  • The name and street address of the LLC’s registered agent and a letter of the registered agent’s consent to act as agent.
  • Any other matters, not inconsistent with law, that the members elect to be set forth in an operating agreement of a LLC

Filing

Your LLC is considered organized once two duplicate originals of the articles of organization are delivered to the Delaware Department of State, and the articles are deemed to be compliance with state requirements. One or more persons may form a limited liability company by signing and filing articles of organization with the Mayor. Such person or persons need not be members of the limited liability company at the time of formation or after formation has occurred.

One certified copy of the articles of organization will be issued, and the other certified copy will be returned to the organizer or members.

Additionally, forming an LLC generally requires inclusion and/or consideration of the following:

Operating Agreement

Although not required, LLC members may adopt an operating agreement for the company, which may also be amended and repealed as allowed by the agreement or applicable law. The articles of organization may contain restrictions or prohibitions on the power of the members to adopt, amend, or repeal an operating agreement. If there is more than one member, any operating agreement shall initially be agreed to, in writing, by all of the members.

Membership

A limited liability company must have one or more members. Requirements:

  • Minimum Number of Members: One or more
  • Eligibility Requirements: A natural person or an entity
  • Procedure for Membership: The member may acquire an interest in the LLC at the formation of the LLC or at the time provided in articles or operating agreement. After formation, a member may acquire an interest directly in the LLC upon the unanimous consent of the members

Resignation of Membership

Certain prohibitions exist surrounding the ability of a member to resign from the company. A member may resign from a limited liability company only at the time or upon the happening of such events as are specified in the articles of organization or the operating agreement.

Contribution

The contributions of a member to the limited liability company may be in anything of value, including cash, property, services rendered, or a written promissory note or other written binding obligation to contribute cash or property or to perform services.