Washington Foreign Registration / Remote workers
Must an LLC formed elsewhere register in Washington? The list and the remote worker entry
A foreign LLC must register in Washington before doing business there; the fee is $180. The statute never defines doing business. It lists 13 activities that do not count, the most recent being a remote worker who lives in Washington. Whether your company's activity is on that list is a question for a Washington business lawyer.
How the statute is built
The duty and the exceptions sit in separate sections. In short, 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 adds a caution of its own: 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.
Everything the statute sets aside
The statute names maintaining, defending, mediating, arbitrating or settling an action or proceeding or settling claims; internal affairs, including meetings of interest holders or governors; accounts in financial institutions; offices for transferring the entity's own securities; selling through independent contractors; soliciting orders that need acceptance outside Washington to become binding, where the contracts involve no local performance other than delivery and installation; creating or acquiring debt, mortgages or security interests; securing or collecting debts and enforcing security interests; an isolated transaction completed within thirty days and not part of repeated transactions; owning property without more; doing business in interstate commerce; operating an approved branch campus of a foreign degree-granting institution; and employing a remote worker who resides in Washington.
The list, grouped by theme
| Theme | What does not count |
|---|---|
| Disputes and governance | Handling or settling an action, claim or dispute; owner and governor meetings; other internal affairs |
| Money | Bank-type accounts; offices handling the entity's own securities; property-secured lending; debt collection and enforcement of the security |
| Selling | Independent contractors; solicited orders accepted only outside Washington, with no local work beyond delivery and installation; interstate commerce |
| Property and single deals | Owning property without more; one isolated transaction completed within thirty days that belongs to no series |
| People | A remote worker living in Washington; owners and governors of an entity that is working here |
| Education | A foreign degree-granting institution's approved branch campus in Washington |
The remote worker entry
The entry reads: employing a remote worker who resides in Washington state. It is the newest entry on the list. A single remote employee, with nothing else here, therefore sits on the list. An office, a warehouse or in-state sales are separate activities, and each is judged on its own facts.
What the remote worker entry does not settle
One limit applies: the section does not apply in determining the contacts or activities that may subject a foreign entity to service of process, taxation or regulation under law of this state other than the chapter. The Secretary of State also sends employers to the Employment Security Department, which has its own requirements for businesses with employees in Washington.
The order exception and local performance
Soliciting orders is outside the duty only where the order needs acceptance outside Washington to bind and the contract involves no local performance other than delivery and installation. A contract that calls for work in Washington, beyond delivery and installation, does not fit that entry.
Owners and managers
Holding an interest in an entity that does business here, or being its governor, does not by itself make a person a business operator in Washington. The entry concerns the person's status, not the entity's own activity.
The thirty-day test
A single deal is outside the duty only if it finishes inside 30 days and belongs to no run of similar deals.
How the list is meant to be read
For LLCs the LLC act itself calls its list of activities that do not constitute transacting business a nonexhaustive list. Read each activity against what the company actually does in Washington. Where the facts do not clearly fit, the list gives the company no cover.
Everyday situations
An account at a Washington bank is on the list, as is plain ownership of property and a remote employee. An office, a storefront, a warehouse and installation work in the state are not listed, and the general meaning of doing business decides them. Online sales shipped into Washington turn on the facts, in particular on whether orders bind on acceptance elsewhere.
If the company has already crossed over
A company in the gap owes back fees and penalties, and a foreign entity doing business here may not maintain an action or proceeding unless it is registered and has paid all fees and penalties. Even so, 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. See the penalty page.
Where we come in
After the company decides to register, we write the statement and file it, for $199. Still deciding? The step-by-step guide shows the whole path.
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.
Questions about what counts
Does one remote employee in Washington require registration?
Not by itself, because a remote worker living in Washington is one of the listed exceptions.
What about an office or a warehouse?
Neither is listed, so the general sense of doing business governs.
Is owning property in Washington enough?
Plain ownership of property is one of the listed activities.
Does the list decide Washington taxes?
No. It does not decide taxation, service of process or other regulation.
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 23.95.520, activities not constituting doing business
- RCW 23.95.505, registration to do business in this state
- Washington SOS, register a foreign business
- 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.