What happens if your Washington DC LLC misses its two-year report, and how to reinstate it
Washington DC’s own word for it: “Dissolved administratively”; DLCP lists the entity as “revoked”. Time limit to get back: None stated.
Checked against the Department of Licensing and Consumer Protection, Corporations Division, September 2026.
- What Washington DC calls it
- “Dissolved administratively”; DLCP lists the entity as “revoked”
- Tax clearance
- Not confirmed
- Time limit to get back
- None stated
How it unfolds in Washington DC
- MissedTwo-year report
- Status“Dissolved administratively”; DLCP lists the entity as “revoked”
- The way backForm GN-5
Department of Licensing and Consumer Protection (DLCP), Corporations Division
What does Washington DC call a company that missed its filings?
The Code says the entity is “dissolved administratively” (D.C. Code § 29-106.02); DLCP’s own pages and lists describe the entity’s status as “revoked” (“An entity’s status may be revoked if it fails to maintain a registered agent for more than 60 days”; “Revoked Entities” list).
What triggers it in Washington DC?
Any of: not paying a fee or penalty owed to the Mayor within 5 months after it is due; not delivering the biennial report within 5 months after it is due; or not having a registered agent in the District for 60 days.
Before it happens
The Mayor (DLCP) serves notice of the determination; the entity has 60 days after service to cure each ground or show it does not exist. After the 60 days the Mayor signs and files a statement of dissolution, serves it on the entity and publishes notice on a website.
How do you reinstate a Washington DC LLC?
Form GN-5, Reinstatement of Domestic Filing Entity (Ver. 3, October 2022), filed online through DLCP’s BOSS (formerly CorpOnline) portal or by mail to DLCP Corporations Division, PO Box 92300, Washington, DC 20090. The form certifies that the biennial report has been filed, a registered agent appointed and all Title 29 fees and penalties paid.
Where to file
DLCP Corporations Division (acting for the Mayor).
Missed filings and fees
Yes. The entity must pay all fees and penalties due to the Mayor at the time of dissolution plus all that would have come due while dissolved, and the GN-5 certifies the biennial report has been filed.
Is there a deadline to reinstate a Washington DC LLC?
No time limit is stated in § 29-106.03.
Do you need tax clearance in Washington DC?
Not yet confirmed against the Department of Licensing and Consumer Protection, Corporations Division — check with the office.
What happens to the company name meanwhile?
Not protected by statute: the application states the name at dissolution and, if needed, a different name that satisfies § 29-103.01; Form GN-5 has an ‘alternate name’ field used only if the true name is not available.
What changes once it is fixed?
Reinstatement relates back to the effective date of the administrative dissolution and the entity carries on as if the dissolution had never occurred, except for rights of a person who relied on the dissolution before knowing of the reinstatement. While dissolved the entity continues to exist but may only wind up or apply for reinstatement; the registered agent’s authority is not terminated.
What changes for corporations in Washington DC?
No material difference found: Title 29, Chapter 1, Subchapter VI governs administrative dissolution and reinstatement for every domestic filing entity (LLCs and corporations alike), and the same Form GN-5 is used.
What should you file first?
Ask the Department of Licensing and Consumer Protection, Corporations Division whether a tax clearance is needed before you file. We have not confirmed that answer against a primary source yet.
The filing
Form GN-5
Where it goes
DLCP Corporations Division (acting for the Mayor).
What does Washington DC ask you to file, so it does not happen again?
| Obligation | Form | Due | If late |
|---|---|---|---|
| Domestic formation (Articles of Organization or Incorporation) | Filed on BOSS, the DLCP business filing portal | At formation | N/A |
| Foreign registration | Foreign Registration Statement (Form FN-1), with a good standing certificate dated within the last 90 days | Before transacting business in the District | N/A |
| Biennial (two-year) report | BRA-25 Two-Year Report for Domestic & Foreign Filing Entity | April 1 of the calendar year after you register, then April 1 of every second year (D.C. Code § 29-102.11) | A late penalty applies, and a report submitted without the required beneficial-ownership information results in administrative dissolution, or termination of a foreign registration |
| Change of registered agent | Statement of Change of Registered Agent (Form RA-3) | When the agent or address changes | N/A |
| Trade name renewal (only if you trade under another name) | Trade Name Renewal on BOSS | Every two years, by April 1 of the year the trade name expires | A late fee applies after April 1; a trade name not renewed by September 1 is canceled and no longer protected |
From the same Washington DC record as the Washington DC registered agent page. State fees change; we confirm current amounts with you before anything is filed.
Put every recurring Washington DC deadline in your calendar with the compliance calendar, or see what Washington DC requires of your registered agent.
Which Washington DC laws govern it?
D.C. Code §§ 29-106.01 (grounds), 29-106.02 (procedure and effect), 29-106.03 (reinstatement), 29-106.04 (judicial review of denial). Title 29, Chapter 1, Subchapter VI applies to all domestic filing entities.
Sources, checked September 2026:
- Council of the District of Columbia— D.C. Code §§ 29-106.01 to 29-106.04
- Council of the District of Columbia (D.C. Code); DLCP Corporations Division— D.C. Code § 29-106.02; DLCP Business Registration FAQ 8f
- Council of the District of Columbia— D.C. Code § 29-106.01
- Council of the District of Columbia— D.C. Code § 29-106.02(a)-(b)
- DLCP Corporations Division— Form GN-5
- DLCP Corporations Division— Business Registration FAQs
- Council of the District of Columbia— D.C. Code § 29-106.03(b); Form GN-5 item 5
- Council of the District of Columbia; DLCP— D.C. Code § 29-106.03(a)(1); Form GN-5 item 2
- Council of the District of Columbia— D.C. Code § 29-106.03
- Council of the District of Columbia— D.C. Code §§ 29-106.02(c)-(d), 29-106.03(d)
- Council of the District of Columbia; DLCP— D.C. Code § 29-106.01 (‘domestic filing entity’); Form GN-5
Checked against the Department of Licensing and Consumer Protection (DLCP), Corporations Division and the statutes above · Last checked September 2026. Not legal advice: the filing office has the final word on your entity.
Washington DC
Behind on a Washington DC filing?
Send us the entity and any notice you received. A compliance check shows where it stands with the Department of Licensing and Consumer Protection, Corporations Division, and state fees are confirmed with you before anything is filed.