Washington Foreign Registration / Penalties
What Washington does to an unregistered foreign LLC
An unregistered foreign LLC owes the $180 to register and $70 per report it would have paid, plus penalties, and cannot maintain a court action until it has paid.
What the statute provides
| Effect | What the statute says |
|---|---|
| Fees | The fees that would have been due had the entity registered and filed its reports, with penalties for not paying them |
| Court access | No action or proceeding in Washington unless the entity is registered and has paid those fees and penalties |
| Successors | The successor and an assignee of a claim are barred the same way |
| Contracts | The entity's contracts and acts stay valid, and the other party can sue on the contract |
| Owners | Liability protection for owners and governors survives; operating unregistered does not waive it |
| Injunction | Suit by the attorney general can bar the entity from working in Washington |
What the entity owes
An unregistered entity is liable to Washington for all the fees it would have paid had it applied and then filed all required reports, together with all penalties imposed for failing to pay those fees. For an LLC that means the $180 registration, an annual report fee of $70 for each year, and the penalties for not paying those.
The ban on suing
A foreign entity doing business in Washington cannot maintain an action or proceeding there unless it is registered and has paid all fees and penalties for the years, or parts of years, in which it did business unregistered. The same bar applies to the successor to an unregistered entity and to the assignee of a cause of action arising from its business.
Staying a case
A court may stay a proceeding started by an unregistered entity until it decides whether registration is required and, if it is, until the entity registers.
What stays valid
Failing to register does not impair the validity of a contract or act of the entity, does not impair the other party's right to sue on the contract, and does not stop the entity defending an action. And a limit on the liability of an interest holder or governor is not waived solely because the entity does business here unregistered.
Termination is a separate risk
Apart from the bar on suing, the Secretary of State can terminate a registration for 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 notice names the grounds, and each can be cured within 60 days.
Same duties as a domestic entity
A foreign entity registered in Washington carries the duties, restrictions, penalties and liabilities that apply to a domestic entity of its own type. Registering therefore does not shield the company from the ordinary consequences of a missed report; it only puts the company on the right side of the registration duty.
The attorney general
Separately, the attorney general may bring an action to enjoin a foreign entity from doing business in Washington in violation of the chapter.
The unregistered company in court as a defendant
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. The company cannot sue until it registers and pays, but it can be sued, and it can defend.
What a five-year gap would cost in fees
An LLC that traded for five years unregistered would owe the registration fee of $180 and five reports at $70, $530 before penalties and before any home certificate.
Whether the company crossed the line
Whether your company has been doing business in Washington, and since when, depends on its facts. A Washington business lawyer can answer that, and the date then goes on the statement before we file.
Registering today
Registration costs $180. We file for $199.
Registered agent: first year included, then $149 a year
$199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.
Penalty questions
What does an unregistered LLC owe?
The fees that would have been due on registering and reporting, plus penalties for not paying them.
Can the attorney general stop a company from working here?
Yes. The attorney general may sue to enjoin a foreign entity doing business in violation of the chapter.
May the company bring a case before registering?
Not until it has registered and paid what it owes.
Do the entity's contracts fail?
No. They stay valid.
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
- Washington SOS, fee schedule and expedited service
- RCW 23.95.505, registration to do business in this state
- RCW 23.95.550 and 23.95.555, termination of registration and action by attorney general
- RCW 25.15.106 and 25.15.341, foreign LLC reports and withdrawal
Operating in Washington?
Order now and the registration goes in before more unregistered years pile up.