Filing a Foreign Corporation or LLC in Washington

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If your company was not incorporated in Washington, but you wish to do business there, you need to apply for a Washington Certificate of Authority.

Known as Foreign Qualification, this process allows a company formed in Delaware or any other state to legally transact business in Washington.

Please note: information on this page is accurate to the best of our knowledge. However, requirements and costs can be changed by states at any time and Harvard Business Services cannot guarantee the accuracy of this information.

How to Get a Certificate of Authority in Washington State:

Existing LLCs and Corporations have the same document requirements in this state when applying for Foreign Qualification:

  • Certificate of Good Standing from the company’s home state, dated within 60 days.
    Note: this document is also referred to as a Certificate of Existence in some states.

Washington requires an application to be submitted along with a fee of $180 for both LLCs and corporations, plus a $20 online processing fee. In addition, you must appoint and maintain a Washington Registered Agent at all times. We can provide this service for just $99 per year.

Harvard Business Services can assist with your application so you don’t have to deal with the Washington Secretary of State directly. We do charge our own fee for this service, in addition to state fees. The exact fee can vary based upon whether your company is already filed and whether you need us to obtain additional documents to meet the state’s requirements. Contact us for an exact quote.

Registering Your Company Name in Washington State

Part of the process of applying to do business with a foreign entity in Washington state involves registering your company name. Typically, your name must be both unique to Washington and compliant with WA statutes regarding trade names.

If your name is not available (i.e. there is already a company using the same name in the state), you are generally allowed to use a fictitious name, also know as a Doing Business As, or DBA. This will not affect the name of your company in your home state.

Sometimes, the name a company uses in one state is not compliant with another state's statutes, due to specific words, sentiments or implications of the company name. This is another situation where a fictitious name may be necessary.

Here are some of the limitations Washington statutes place on registering a trade name:

  • Corporation names must not contain any of the following words or phrases: "Bank," "banking," "banker," "trust," "cooperative," or any combination of the words "industrial" and "loan," or any combination of any two or more of the words "building," "savings," "loan," "home," "association," and "society," or any other words or phrases prohibited by any statute of this state.
  • Nonprofit corporation names must not include or end with "incorporated," "company," "corporation," "partnership," "limited partnership," or "Ltd.," or any abbreviation thereof
  • The name of a limited liability company may not contain any of the following words or phrases: "Cooperative," "partnership," "corporation," "incorporated," or the abbreviations "Corp.," "Ltd.," or "Inc.," or "LP," "L.P.," "LLP," "L.L.P.," "LLLP," "L.L.L.P," or any words or phrases prohibited by any statute of this state.

For more information: https://app.leg.wa.gov/RCW/default.aspx?cite=23.95.305

How Do I Know if I Need a Washington Certificate of Authority?

If your company will do business in the state of Washington and it is incorporated elsewhere, you will often need to obtain Foreign Qualification. Typically, “doing business” is defined by activities such as maintaining a physical office or having employees in the state.

Like many other states, Washington’s state statutes specify some example activities that do not constitute doing business in the state, and therefore do not require Foreign Qualification:

Activities of a foreign entity that do not constitute doing business in this state under this chapter include, but are not limited to:

  • (a) Maintaining, defending, mediating, arbitrating, or settling an action or proceeding, or settling claims or disputes;

  • (b) Carrying on any activity concerning its internal affairs, including holding meetings of its interest holders or governors;

  • (c) Maintaining accounts in financial institutions;

  • (d) Maintaining offices or agencies for the transfer, exchange, and registration of securities of the entity or maintaining trustees or depositories with respect to those securities;

  • (e) Selling through independent contractors;

  • (f) Soliciting or obtaining orders by any means if the orders require acceptance outside this state before they become binding contracts and where the contracts do not involve any local performance other than delivery and installation;

  • (g) Creating or acquiring indebtedness, mortgages, or security interests in property;

  • (h) Securing or collecting debts or enforcing mortgages or security interests in property securing the debts;

  • (i) Conducting an isolated transaction that is completed within thirty days and that is not in the course of repeated transactions of a like nature;

  • (j) Owning, without more, property;

  • (k) Doing business in interstate commerce; and

  • (l) Operating an approved branch campus of a foreign degree-granting institution in compliance with chapter 28B.90 RCW and in accordance with subsection (2) of this section.

[source: https://app.leg.wa.gov/RCW/default.aspx?cite=23.95.520]

You should also keep in mind that even if the state does not require a Certificate of Authority for a specific activity, a bank, vendor or another party can still require one in order to establish a relationship.

Washington Annual Report Requirements

If you have Foreign Qualification for an LLC or corporation in Washington, you will be required to pay an annual report fee in order to keep your company in good standing status with the state. The annual corporation renewal fee is $60, while the fee for LLCs is $71.

In addition, the annual requirements above are independent of requirements you may have in Delaware or other states.

Since 1981, Harvard Business Services, Inc. has helped form 192,654 Delaware corporations and LLCs for people all over the world.

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