Businesses formed in another state but doing business in Washington State are considered “foreign” entities in Washington, and so they must register to do business in Washington. This includes all types of entities, like LLCs, corporations, and more.
There are four basic steps that should be taken by a foreign entity before it starts conducting business in Washington:
- File a Foreign Registration Statement with the Washington Secretary of State.
- File a certificate of existence with the Washington Secretary of State.
- File a business license application with the Washington Department of Revenue.
- File an annual report with the Washington Secretary of State.
The Foreign Registration Statement
A non-Washington entity must file a foreign registration statement with the Washington Secretary of State before it can qualify to do business in Washington. The information that goes into this statement includes the following:
- The entity’s name;
- The type of entity (e.g., LLC);
- The state where the entity was formed;
- The address of its principal office;
- Information about its registered agent in Washington State (Note: The address of the registered agent cannot be a PO Box, PMB, or virtual address—it must be a physical street address in Washington where the registered agent is available for service of process, notice, or demand);
- Contact information of its governors;
- The date it was formed;
- Its period of duration (e.g., perpetual existence;
- The nature of its business in Washington;
- The date on which it first did (or will do) business in Washington.
The registration fee is $180 by mail or $200 if filing online.
The Certificate Of Existence
Along with filing its foreign registration statement, a non-Washington business must also file a certificate of existence (or a certificate of good standing) from its home state with the Washington Secretary of State. This certificate must have been issued no more than 60 days before the date of filing of the foreign registration statement in Washington.
Tip: If you’re filing the certificate of existence online, you may submit it as a digital image.
The Business License Application
Once a non-Washington business has registered to do business in Washington, it must also submit an application to register with the Washington Department of Revenue and obtain a business license before it may do business in Washington. The fee for this is $19.
A non-Washington entity can also use the DOR website to do a variety of things, including but not limited to the following:
- Apply for specialty endorsements required for particular types of businesses, a list of which may be found here;
- Get city and county licenses;
- Register or change trade names;
- Get workers’ compensation and unemployment insurance, if the business has employees.
The Annual Report
Each year, non-Washington businesses that are registered to do business in Washington must file a report with the Washington Secretary of State. The report is due on the last day of the month that the entity was registered to do business in Washington. A $60 fee must accompany the report.
Takeaways
Qualifying a foreign entity to do business in Washington is often the right choice for businesses that plan to operate in Washington and also in other states.
But for non-Washington businesses that intend to move to Washington and operate primarily (or exclusively) in Washington, it may be worth considering converting (also known as “domesticating”) the foreign entity into a Washington entity—as long as your home state authorizes this procedure—to avoid paying administrative fees in multiple states.
