In Washington, D.C., businesses must file what's officially called a Biennial Report (Form BRA-25) rather than an annual report. This requirement applies every two years rather than annually, making D.C. one of a small number of U.S. jurisdictions that use a biennial rather than annual filing schedule.

The DLCP (Department of Licensing and Consumer Protection) oversees this filing requirement for all registered business entities. This biennial report serves as a critical compliance mechanism that ensures the District maintains accurate, current information about businesses operating within its jurisdiction.

Per DC Code § 29-102.11, all domestic filing entities, limited liability partnerships, and registered foreign entities must submit a biennial report to maintain their legal status and good standing.

Who must file?

All domestic and foreign filing entities conducting business in Washington, D.C. must submit a biennial report to maintain their legal status and good standing with the District. Entities required to file include:

• Domestic corporations (for-profit and nonprofit)

• Domestic LLCs registered in Washington, D.C.

• Foreign entities registered to do business in D.C.

• Limited partnerships (LPs)

• Limited liability partnerships (LLPs)

• General cooperative associations

• Limited cooperative associations

• Statutory trusts

Exemptions:

• Sole proprietorships

• General partnerships (unless registered as LLPs or other formal filing entities)

• Entities not registered to conduct business in D.C.

• Governmental organizations

The person filing must have sufficient authority to certify the accuracy and completeness of the report information. Per DCMR § 702.2, each biennial report must include the signature of at least one governor of the entity (as defined under DC Code) or any individual authorized to sign on behalf of the governor. The term "governor" covers the following roles depending on entity type:

• Directors (for corporations and cooperative associations)

• General partners (for LPs and LLPs)

• Managers (for manager-managed LLCs) or members (for member-managed LLCs)

• Trustees (for statutory trusts)

• Any individual authorized to sign on behalf of a governor

The District of Columbia offers three methods for filing your biennial report, with online filing being the most efficient and cost-effective option.

To file online:

1. Access the CorpOnline Web Portal at the D.C. Department of Licensing and Consumer Protection website. Note that a major CorpOnline system replacement was completed on December 8, 2025, so teams with existing accounts should verify that filing histories migrated correctly.

2. Log in via Access DC (Okta-based authentication) or create a new account if you don't have one.

3. Locate your business entity using the search function or entity identification number.

4. Review all current information and update any changes to addresses, officers, members, or business purpose.

5. Complete the required fields, including principal office address, registered agent information, key personnel details, and beneficial ownership information (required since 2020; confirm current requirements with DLCP).

6. Submit payment using a credit card.

7. Save and print your confirmation receipt for your records.

Alternatively, you can file by mail by downloading and completing Form BRA-25 with original signatures, and mailing it to the Department of Licensing and Consumer Protection, Corporations Division, PO Box 92300, Washington, DC 20090, along with a check or money order payable to "DC Treasurer."

The District also provides provisions for in-person filing at the Business License Center, located at 1100 4th Street, SW, 2nd Floor, Washington, DC 20024. Per the DLCP fee schedule, the $100 expedited same-day service fee is mandatory for all walk-in customers who receive service at the Business License Center.

Processing timeframes based on information published by the DLCP Corporations Division FAQ:

• Online (standard): 5 business days from date of submission

• Online (3-day expedited): 3 business days for an additional $50 fee

• Online (1-day expedited): By end of next business day for an additional $100 fee

• Mail: No official processing time published by DLCP; budget conservatively or use the CorpOnline portal

• Walk-in: Same-day processing with mandatory $100 expedited fee

Due dates and deadlines

Washington, D.C. operates on a biennial filing system with standardized deadlines that apply to all entity types, making deadline management more predictable than anniversary-based systems.

Regardless of your entity type, your first report is typically due the year after formation on April 1st, per DC Code § 29-102.11(c). Subsequent reports are due by April 1st every second calendar year thereafter.

Filing fees

The biennial report fees vary by entity type. Per official DLCP fee schedule pages, the fees are as follows:

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Online payments are accepted via credit cards, while mail and walk-in filings require checks or money orders payable to "DC Treasurer."

Required information

The biennial report requires detailed information about your entity's current status and key personnel to maintain accurate public records.

Universal requirements for all entities:

• Complete legal entity name

• Jurisdiction of formation (state or country)

• Principal office address (may be outside D.C.)

• Registered agent name and D.C. address

• Brief statement of business affairs conducted in D.C.

• Names and addresses of each governor (directors, managers, members, trustees, or general partners, as applicable by entity type)

• Beneficial ownership information: names and addresses of persons with more than 10% aggregate interest, or less than 10% but controlling financial or operational decisions (per DC Code § 29-102.11(a)(6) and (a)(7); confirm current requirements with DLCP)

Entity-specific requirements:

• Corporations: Names and addresses of directors (governors), and a brief statement of business affairs conducted in DC

• LLCs: Managers of manager-managed LLCs, or members of member-managed LLCs

• Nonprofits: Names and addresses of directors (governors); no additional nonprofit-specific content beyond the standard BRA-25 required fields

• LPs/LLPs: Names and addresses of general partners, brief statement of business affairs conducted in DC

• Foreign entities: Statement of good standing in home jurisdiction, or description of remediation efforts if not in good standing

The person filing must sign electronically (online) or provide a wet ink signature (paper filing) and include their title and authority to act on behalf of the entity.

Consequences of not filing

Washington, D.C. enforces biennial report requirements through late fees, loss of good standing, and ultimately administrative dissolution for entities that do not comply.

Immediate consequences include:

• After the April 1 deadline: A $100 late fee for for-profit entities ($50 for nonprofits) is added to the standard filing fee, per the DLCP fee schedule

• Loss of good standing: Per DC Code § 29-102.08, a certificate of good standing requires that the most recent biennial report has been filed and all fees and penalties have been paid. Biennial report delinquency blocks good standing certificates, which is relevant for fund closings, M&A transactions, and financing.

• Noncompliant status: Public records show the entity as delinquent, potentially damaging business reputation

• Beneficial ownership omission risk: Per DC Code § 29-102.11(a)(8), submitting a BRA-25 that omits required beneficial ownership information is itself a separate trigger for administrative dissolution

If you remain noncompliant, you face additional long-term consequences. Per DC Code § 29-106.01, the Mayor may commence administrative dissolution proceedings if a domestic entity fails to deliver a biennial report within 5 months after it is due, making the effective dissolution risk date September 1 of the due year. Foreign entities face a significantly shorter grace period: per DC Code § 29-105.11, the Mayor may terminate a foreign entity's registration if it fails to deliver a biennial report within 60 days after the due date. The termination notice itself sets an effective date at least 60 days out, during which the entity may cure the deficiency, but the process can begin as soon as the initial 60-day window closes.

Long-term consequences of noncompliance include:

• Administrative dissolution (domestic) or registration termination (foreign)

• Loss of limited liability protection

• Name protection loss

• Court access limitations

• Contract enforceability issues

• Banking complications

• License renewal problems

Per DC Code § 29-106.02, an administratively dissolved entity continues to exist but may not carry on any activities except those necessary to wind up and liquidate assets, or to apply for reinstatement.

To reinstate your entity, you must file Form GN-5 (Reinstatement of Domestic Filing Entity) or Form FN-6 for foreign entities. Per DC Code § 29-106.03, reinstatement requires paying all fees and penalties that were due at the time of dissolution and all fees that would have accrued during the dissolution period. Per the DLCP fee schedules, the reinstatement filing fee is $300 for for-profit entities and $80 for nonprofits, in addition to all overdue biennial report fees and late penalties. You will also need to submit all missing biennial reports that became due during the dissolution period. For a for-profit entity dissolved for two biennial cycles, reinstatement costs could include: $300 reinstatement fee + two back biennial report fees ($300 x 2) + two late fees ($100 x 2), totaling $1,100 minimum.

Additionally, the D.C. Council has considered legislation to expand DLCP fee waiver authority under the Business License Fee and Penalty Waivers Amendment Act of 2025 (proposed as part of the FY2026 Budget Support Act). Entities with historical late filing penalties may wish to inquire with DLCP directly about the current availability of any fee waivers before proceeding with reinstatement filings.

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FAQs about DC's biennial report

Below are answers to frequently asked questions about Washington, D.C. biennial report filing requirements.

Can I file early or get extensions?

Yes, you can file your biennial report at any time before the April 1st deadline. However, D.C. does not grant extensions, and the deadline is firm regardless of circumstances.

What if I need to amend my report after filing?

D.C. requires filing a Statement of Correction or other formal amendment filing to correct errors or update information. Contact the DLCP Corporations Division at (202) 442-4432 or DLCPcs@dc.gov for specific amendment procedures and fees.

What are the processing timeframes and expedited options?

According to the DLCP Corporations Division FAQ, online filings for biennial reports in D.C. are typically processed within 5 business days. A 3-day expedited option is available for an additional $50 fee, and a 1-day expedited option costs an additional $100. Walk-in filings at the Business License Center require a mandatory $100 same-day expedited fee.

How do I obtain a good standing certificate?

Good standing certificates can be requested through the CorpOnline portal or by contacting the DLCP directly. Per DC Code § 29-102.08, your entity must have its most recent biennial report filed and all fees and penalties paid to qualify.

What beneficial ownership information is required?

D.C. requires disclosure of the names and addresses of persons with more than 10% aggregate interest in the entity, as well as persons with less than 10% interest who control financial or operational decisions. This requirement has applied since 2020. Omitting this information can itself trigger administrative dissolution under DC Code § 29-102.11(a)(8).

Is the grace period different for foreign entities?

Yes. Domestic entities have approximately 5 months after the April 1 deadline before the Mayor may commence dissolution proceedings. Foreign entities face a much shorter window: per DC Code § 29-105.11, if a foreign entity has not filed within 60 days of the due date, the Mayor may issue a termination notice. That notice sets an effective termination date at least 60 days out, giving the entity a chance to cure, but the process can begin immediately after the initial 60-day window closes.

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