Washington Foreign Registration / Registered agent
Who can be the Washington agent of an out-of-state LLC, and how to swap them
An LLC registered in Washington must keep a registered agent whose address is a Washington street address, and the registration that depends on it costs $180. Changing the agent is free, and so is an agent's resignation. We can act as the agent, as can any qualified person you name.
The rule
A domestic entity and a registered foreign entity must designate and maintain a registered agent. The registered agent filing names a commercial registered agent or, if there is none, a noncommercial registered agent with its address, or the title of an office or position whose holder receives service together with the address for it.
Consent
Nobody may be appointed registered agent without having given prior consent in a record, and a person appointed without consent can file a notarized statement to be removed from the record.
Agent filings and their fees
| Event | Fee |
|---|---|
| Agent or office address change | No fee |
| Agent resignation filing | No fee |
Both are listed at no charge.
Addresses
A record that needs an address states a street address in Washington and, if different, a mailing address in Washington.
Changing the agent
A represented entity changes its registered agent or the other information on file by delivering a statement of change, and a statement naming a new agent must be accompanied by that agent's consent.
What the agent must do
The only duties of an agent that has complied with the chapter are to forward to the entity any process, notice or demand served on or received by the agent; provide the notices the chapter requires; and keep the agent's own information current.
How service reaches the LLC
A represented entity is served by serving its registered agent; if it has none, or the agent cannot be served with reasonable diligence, by registered or certified mail to the principal office shown in its most recent annual report, and failing that by handing a copy to the individual in charge of a regular place of business, with the Secretary of State as the last resort.
Termination and the agent
Having no agent is among the grounds on which the Secretary of State can terminate a registration. The notice names the grounds, and each ground can be cured within 60 days. Naming a replacement agent and filing the statement of change is the cure.
Telling the entity
An agent that resigns promptly tells the entity the date the resignation was filed. The entity then has until the thirty-first day to name a replacement.
Going without an agent
Termination can follow when the entity does not have a registered agent as required, or does not deliver a statement of change when the name or address of its registered agent changes.
Commercial and noncommercial agents
Washington draws a line between commercial registered agents, which are listed businesses, and noncommercial agents, which are people or offices named on the filing. A noncommercial agent that moves must file a statement of change for each entity it represents and tell each one.
Resignation, step by step
An agent resigns by delivering to the Secretary of State a statement of resignation, executed by the agent, that gives the entity's name, the agent's name, the fact of resignation and the entity's address for the notice; it takes effect on the thirty-first day after filing or when a new agent is designated, whichever is earlier, and the agent promptly tells the entity the filing date. The entity should name a replacement before the thirty-first day, or it will be without an agent.
An office as agent
The filing can name the title of an office instead of a person, so that service goes to whoever holds the position, together with an address for it.
Our offer
Our firm can be your Washington agent, though you may name anyone else who qualifies; the agent's details are entered on the statement.
Agent questions
Must the agent have a Washington address?
Yes, a street address in Washington.
Can an office stand in for a person as agent?
Yes. The filing may name an office title, whose holder receives service, with an address.
What does resigning cost?
Nothing.
What does changing the agent cost?
Nothing.
How fast does a resignation take effect?
On the 31st day after filing, or sooner if a new agent is designated.
What you pay
Register in Washington
$199
+ $180 Washington fee
$180 is Washington's fee for an LLC and for any profit entity. A nonprofit pays $30. $199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.
- The Foreign Registration Statement, written from your answers
- A home certificate of existence ordered so it is under sixty days old at filing
- A Washington registered agent, ours or one you name
- The filed registration, passed on to you
- Renewal: after the first year, the agent service renews at $149 a year
Sources
- Washington SOS, instructions for the Foreign Registration Statement
- Washington SOS, filings, forms and information
- RCW 23.95.510, foreign registration statement
- Washington SOS, register a foreign LLC online
- RCW 23.95.405 to 23.95.455, registered agents
- Washington SOS, fee schedule and expedited service
- RCW 23.95.550 and 23.95.555, termination of registration and action by attorney general
Operating in Washington?
Order now and the registration goes in before more unregistered years pile up.