Instructions For Form Dbu-2 - Articles Of Incorporation For Domestic Close For-Profit Corporation - 2010
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District of Columbia Government
Corporations Division
Instruction Sheet for Articles of Incorporation for Domestic Close For-Profit Corporation.
Form DBU-2,
Version 2, July 2010.
Use these instructions to draft articles of incorporation for your corporation; or use the fillable Articles of Incorporation on
page 3. This will establish your new Close Corporation in the District of Columbia.
ENTITY TYPE
FILING FEE
Refer to Corporate Fee Schedule posted online.
Domestic Business Corporation
Varies based on the number of authorized shares.
1. Name the close corporation. The name must include: Inc., Corp., Ltd. or its abbreviation or -- if any professional services such tho s
performed by certified public accountants, attorneys, architects, practitioners of the healing arts, dentists, optometrists, podiatrists,
o
professional engineers are part of your business -- you must use professional corporation instruction sheet.
2. State that the term of existence is as perpetuity.
3. Describe the corporation's purpose.
"General Purpose" is not an acceptable description.
•
If insurance is part of the purpose, you must get an insurance license from the Department of Insurance, Securities and
•
Licensing (DISB).
If banking is part of the purpose, you must get consent from DISB before you file your articles.
•
4. Describe the aggregate number of shares which the corporation is authorized to issue is (insert number of shares, class of shares,
par value of shares or a statement that the shares of any class are without par value).
5. State that the corporation will not commence business until at least one thousand dollars ($1,000) has been received as initial
capitalization.
6. State the preferences, qualifications, limitations, restrictions, and special or relative rights in respect to the shares of each class.
7. State the provisions limiting or denying to shareholders the preemptive right to acquire additional shares of the corporation.
8. State that all of the issued stock of all classes, exclusive of treasury shares, shall be represented by certificates and shall be held
of record by not more than a specified number of persons not exceeding 35; all of the issued stock of all classes shall be subject to 1 or
more of the restrictions on transfer permitted by section 20; and the corporation shall make no offering of any of its stock of any class
which would constitute a public offering within the meaning of the United States Securities Act of 1933 (15 U.S.C.77), as it ma y be
amended from time to time.
9. State the provisions for the regulation of the internal affairs of the corporation.
10. Name of Registered Agent and address of registered office in District Columbia: (Attach form RA-1 for RA's consent to articles).
11. State the number of directors constituting the initial board of directors and the name and address of the person who is to serve as
director until the first annual meeting of shareholders or until successor is elected.
12. List the incorporators' names and physical addresses and give the total incorporators. (You must have at least one incorporator.)
13. Each Incorporator must sign and date the articles.
IMPORTANT INFORMATION:
A - Preamble is required for Articles of Incorporation for Close Corporation- see sample on page 3. (e.g., "I, the undersigned, etc?.")
B - No attachment is accepted for articles of incorporation (except Form RA-1). Articles should be filed in duplicate original.
C - Do not handwrite articles of incorporation. Please, type your information instead. FILE IN DUPLICATE ORIGINAL.
D - All items must be answered on fillable articles of incorporation; N/A is not an acceptable answer.
Mail all forms and required payment to:
Department of Consumer and Regulatory Affairs
Corporations Division
PO Box 92300
Washington, DC 20090
Phone: (202) 442-4400
Please check dcra.dc.gov to view organizations required to register, to search business names, to get step-by-step guidelines to register an
organization, to search registered organizations, and to download forms and documents. Just click on "Corporate Registrations."
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