Register a Washington Foreign LLC
A Washington foreign LLC is a business formed in another state, doing business in Washington. To properly register your foreign LLC, you must file a Foreign Registration Statement with Washington's Secretary of State, pay a $180 filing fee ($200 online), and appoint a Washington registered agent.
Northwest can handle the registration process for just $225 + state fees. Your formation includes a registered agent, free domain registration, web hosting with SSL security, a local phone number, a professional email address, and a Washington business address. You'll also get access to legal document templates, expert support from Corporate Guides®, and our total commitment to protecting your privacy.
$225 Foreign Registration
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How to Register a Foreign LLC in Washington
The process of registering an out-of-state LLC in another state is called foreign qualification. To do it in Washington, you’ll need to appoint a Washington registered agent, obtain a certificate of good standing from your home state, and file registration paperwork with the Washington Secretary of State, Corporations Division. Here’s our guide to getting it right.
You already have a business name, but another business in Washington could be using it. Since your business name needs to be unique in Washington, your first step is to perform a business name search. If your LLC’s name is available, you can either reserve your business name for $30 or proceed with registering your foreign LLC in Washington.
Name taken? You’ll need to register a DBA (doing business as) name for your foreign LLC with the Washington Department of Revenue. To do so, you’ll need to complete a Business License Application (online or by mail), and pay the $24 filing fee to secure your LLC’s name.
You’ll also need to apply for a business license if you do any of the following in Washington:
- Hire employees
- Collect sales tax
- Apply for a professional license
- Make more than $12,000 a year in gross income
Ready to start doing business in Washington? Register your foreign LLC in Washington.
Per RCW 23.95.415, your LLC will need a Washington registered agent. Your registered agent will be responsible for receiving legal correspondence and official paperwork on behalf of your LLC. Your registered agent needs a physical address in Washington. If you don’t know someone who can fulfill this role, you can hire a registered agent.
Washington requires you to include a certificate of existence/good standing from your LLC’s home state or jurisdiction when you register as a foreign LLC. The certificate of good standing basically serves to prove that your LLC has fulfilled its legal obligations in its home state or jursidiction. The documentation must be dated within 60 days of your foreign LLC registration.
The next step is to file a Washington Foreign Registration Statement with the Washington Secretary of State. This document is your application to do business in the Evergreen State. You can file online or fill out a paper form and mail it in. To fill out your paperwork, you’ll need to provide:
- UBI# (if your LLC has registered with the Secretary of State previously—otherwise, you’ll be assigned one later)
- LLC name in your home state or jurisdiction
- Your LLC’s DBA (if your LLC’s legal name is taken in Washington)
- The state or jurisdiction where you originally formed your LLC
- Entity type
- The name and Washington street address of your registered agent
- A signature from your registered agent confirming they consent to performing this role
- Your principal business address (must be a street address—no P.O. Boxes). This doesn’t need to be in Washington State
- The names of your LLC’s governors (someone authorized to make decisions on behalf of the LLC—in most states, governors are called members or managers)
- The date you originally formed your LLC
- Whether or not your LLC has a set end date. Tip: Most LLCs choose perpetual duration
- A brief description of your business activity
- The date your LLC began doing business in Washington
- The date you want your foreign registration to become effective. If you want, you can add a date up to 90 days in the future—most LLCs choose date of filing for an immediate start date
- A return address for your filing
- A signature from someone authorized to do business on behalf of your LLC
Ready to form your foreign LLC in the Evergreen State? Hire Northwest.
You will receive your certificate by mail no matter how you file. If filing online, you will also receive email verification. Online expedited filings are verified in about 2 business days, whereas mailed filings could take a few weeks. Hand-delivered filings are the fastest—you’ll receive same-day verification.
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Washington Foreign LLC Registration FAQ
If you fail to properly register your LLC in Washington, there is a good chance that your LLC will face fines, back taxes, and other penalties. But the scariest part is that if you do business in a state where your LLC is not registered, your LLC is not legally recognized. This means that you have no liability protection in that state and could be held personally liable for business debts.
When you register your LLC in Washington as a foreign LLC, you don’t have to write a new operating agreement, file for a new EIN, or pay two sets of federal taxes.
WAC § 390-17-310 lists some activities the state views as doing business when done within Washington State, including:
- Appointing a registered agent
- Operating a warehouse, storefront, or other business property
- Hiring employees
- Purchasing or selling goods
- Operating a website for the purpose of transacting business
This list is not exhaustive, and other activities may constitute doing business as well. For example, if you apply for a Washington professional license or bid on a contract there, you will likely be considered to be doing business in Washington.
Read up on what it means to do business in another state.
To amend your foreign LLC in Washington you’ll need to fill out and file an Amended Certificate of Formation/Registration form with Washington’s Secretary of State. The filing fee to amend your foreign LLC is $30. You can file online, by mail, or in person. Add $50 for expedited service for mail filings.
Yes. To keep your foreign LLC registration active in Washington State, you must file a Washington Annual Report each year. The report costs $71 and is due the last day of the month you registered your LLC in Washington. For example, if you registered your LLC on May 2, your report would be due May 31 the following year.
Note: Failure to file your report on time will result in a $25 penalty and could mean that the Washington SOS dissolves your foreign LLC.
Foreign LLCs are, by default, taxed as pass-through entities. This means that profits pass from the business to the members (owners). The LLC members then report the profits (and losses) as income on their personal tax returns. Members will be responsible for paying their own federal and state income taxes. A foreign LLC can also elect to be taxed as an S-corp or C-corp.
For more information on taxes, check out our Washington tax guide.
To withdraw your foreign LLC in Washington, you must provide a completed Statement of Withdrawal of Foreign Registration form to the SOS. You can file by mail or in person. There is no filing fee for standard service, but if you really want to wind things up fast, you can pay the state $50 for expedited service.