Legal Alert: New Agency, Same April 1 Biennial Report Deadline

April 1 is the deadline for nonprofits to file their Biennial Report, Form BRA-25, with the D.C. Department of Licensing and Consumer Protection (DLCP) to maintain their organization’s legal status in the District. DLCP is the successor agency to the Department of Consumer and Regulatory Affairs (DCRA), the agency previously responsible for managing corporate registrations. DCRA split into DLCP and a second agency, the Department of Buildings (DOB), in October 2022.

About Form BRA-25

Every nonprofit is required to file a biennial report by the April 1 immediately following the year the organization was incorporated, and then every two years thereafter. Depending on the year in which your nonprofit was formed, you may have to file the report on even-numbered or odd-numbered years.

If you do not know what year your organization should file in, you can go to DLCP's CorpOnline website and check your organization's filing history using the "Find Your Organization" feature on the home page. You must create a free user profile in order to use CorpOnline. Once you pull up your organization’s file using the search tool, click the “Reports” tab to see what two-year cycle your organization is on and when you filed your last report. You should also check to see if your organization's status is listed as "Active" on your account’s main page; this indicates that all your organization's prior reports have been filed and that your organization is currently in good standing with DLCP.

If you ever struggle to find your organization using CorpOnline’s search functions, try clicking on the “Search Options” tab near the search bar and adjusting the “Search Depth” to not require an exact match when searching.

The BRA-25 form itself is simple, asking you to provide the organization’s name, address, home jurisdiction, and a brief statement summarizing the business activities you conduct in D.C. You will also be asked to provide a list of names and addresses for every officer, director, and/or other individual, such as key non-officer employees, who exercise financial or operational control over the organization. Finally, you will also be asked to list the name and address of your registered agent and may update that information if it has changed. (Note that if your registered agent changes outside of a BRA-25 filing cycle, you should update your DLCP profile by filing a separate form – Form RA-3 – using the “Other Online Services” field on the CorpOnline. Having an up-to-date registered agent is critical for receiving official notices from government agencies, courts, and other entities.)

A filing fee of $80 must accompany Form BRA-25. DLCP encourages nonprofits to file their annual reports on CorpOnline, where a link to “File a Current Year Biennial Report” can be found on the home page.

Missed BRA-25 Filings & Entity Revocation

Nonprofits must pay a late fee of $50 in order to file BRA-25 after the April 1 deadline. In addition, if a nonprofit does not file the form within five months of the April 1 due date, its corporate status will be automatically revoked. If that happens, the nonprofit's ability to do business in the District will be suspended and the validity of its existing contracts, such as its lease or grant agreements, could be questioned.

The good news is that a nonprofit with revoked corporate status may file for reinstatement. In order to be reinstated, an organization must file all past due biennial reports with the accompanying filing and late fees, as well as a separate Form GN-5, asking for reinstatement. There is an additional $80 fee for the reinstatement form.

All of these reinstatement filings can be initiated by clicking “Other Online Services” on the CorpOnline main page, finding your organization using the search tool, and clicking through the online forms that appear. Start by filing all past-due biennial reports and then file Form GN-5. For more information, including how to file online, go to the DLCP’s information page for nonprofit corporation filings.