Washington foreign LLC registration: one statement, one fee, one dated certificate

Washington's test is the statute's list, not a definition. A foreign entity may not do business in Washington until it registers, thirteen listed activities do not count as doing business, and the list is introduced as including but not limited to them. The Secretary of State cannot say whether a business is doing business in Washington, since the answer involves liability, licensing, taxation and insurance, and it encourages asking a lawyer. Where your own company stands is a legal judgment for a Washington business lawyer. The page on when to register sets the list out.

By statute the statement gives the name of the foreign entity (or an alternate name); the type of entity; its jurisdiction of formation; the street and mailing addresses of its principal office and of any office its home law requires; the registered agent information; the names and addresses of its governors (and, for a corporation, its officers); the date of its formation and its period of duration; the nature of its business or purposes in Washington; and the date on which it first did, or intends to do, business in Washington. The last item is the date the entity first did, or intends to do, business here, and we enter the date you give us.

The statute asks for a certificate of existence, or a document of similar import, issued no more than sixty days before the date of submission and duly authenticated by the Secretary of State or other official having custody of the entity's records in its jurisdiction of formation. Leave it out and the statement comes back for correction. The home jurisdiction can be another state, a territory, tribal land or another country. We order the certificate near the end of preparation, so its date still counts when we file.

Each registered LLC files an annual report, $70, on a date the Secretary of State sets. A report that is late costs $95. Notices go out 30 to 90 days before the renewal date, though a missing notice excuses nothing. Details are on the annual report page.

Termination is a state remedy. Grounds include not paying a fee, interest or penalty owed; not delivering the annual report when due; having no registered agent; not filing a statement of change when the agent's name or address changes; signing a document knowing it was false in a material respect with intent that it be filed; or the Secretary of State receiving a certificate that the entity has dissolved or disappeared in a merger at home. The Secretary of State sends a notice naming the grounds first, and each one can be cured within 60 days.

If the LLC's name does not comply with Washington's naming rule, a foreign entity whose name does not comply with the naming section registers under an alternate name that does, and does business here under that alternate name, its own name with its jurisdiction of formation clearly identified, or an assumed name it is authorized to use. A name can also be reserved for $30.

Corporations and limited partnerships file the same statement at the same $180. A nonprofit pays $30. A foreign limited liability partnership pays $180. A foreign corporation withdrawing also sends a revenue clearance certificate.

A foreign LLC that does business in Washington without registering consents, by doing so, to service of process on it in any civil action in a Washington state or federal court arising from its business here, with the same force as service on a registered agent. Skipping registration therefore does not keep the company out of Washington courts as a defendant.

$199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.