Washington D.C. Corporate Bylaws

The Washington D.C. corporate bylaws govern a corporation’s business transactions and the procedures necessary to complete them. Additionally, the bylaw provisions provide a structure for directors and officers to follow when carrying out their duties or making corporate decisions.

Last updated December 6th, 2024

The Washington D.C. corporate bylaws govern a corporation’s business transactions and the procedures necessary to complete them. Additionally, the bylaw provisions provide a structure for directors and officers to follow when carrying out their duties or making corporate decisions.

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Are bylaws required in Washington DC?

Yes, corporations in the District of Columbia operate and conduct business according to their bylaws.[1]

Washington DC Corporate Laws

  • Corporate Tax: The Washington D.C. corporate tax is 8.25%[2]
  • Board: A corporation’s “activities and affairs” (especially business transactions) are under the direction and oversight of its board of directors.[3]
    • Number – Corporations have at least one director at all times whether or not the number of directors is “specified in or fixed” in the bylaws (or articles of incorporation). [4]
    • Qualifications – Directors must possess the qualities that a corporation’s articles or “bylaws so prescribe” in order to be nominated for election.[5]
    • Terms – Unless a director’s terms are staggered, corporations elect directors during their first annual shareholder meeting to a term that expires at the annual shareholder meeting that follows.[6]
    • Staggered Terms – Corporations separate and classify their directors into two or three groups, each with equally numbered members, thus enabling “a term of 2 years or 3 years, as the case may be.”[7]
  • Officers: The board of directors “in accordance with the bylaws” elects individuals as officers where one is responsible for authenticating corporate records and keeping meeting minutes.[8]
  • Fiduciary Duty: Directors and officers are obligated to carry out their corporate obligations and duties in a way that each “reasonably believes” to be in the corporation’s best interests.[9][10]
  • Meetings: The articles of incorporation, in addition to bylaws, can call for specific protocols, schedules, and locations for regular and special meetings otherwise, without such guidance, meetings can be held “in or outside of the District.” [11]
  • Quorum: The number of directors needed for a quorum is typically the majority unless the articles of incorporation or corporation’s bylaws “require a greater number.” [12]
  • Emergency Bylaws: Corporations safeguard their ability to operate during emergencies by adopting emergency bylaws in order to adjust the “procedures for calling a meeting” when state-wide emergencies prevent normal operations.[13]

Sources

  1. DC Code § 29–302.06 (2023)
  2. Office Of Tax And Revenue
  3. DC Code § 29–306.01 (2023)
  4. DC Code § 29–306.03 (2023)
  5. DC Code § 29–306.02 (2023)
  6. DC Code § 29–306.05 (2023)
  7. DC Code § 29–306.06 (2023)
  8. DC Code § 29–306.40 (2023)
  9. DC Code § 29–306.30 (2023)
  10. DC Code § 29–306.42 (2023)
  11. DC Code § 29–306.20 (2023)
  12. DC Code § 29–306.24 (2023)
  13. DC Code § 29–302.07 (2023)