Register a Washington Foreign LLC
A Washington foreign LLC is a company that plans to do business in Washington but was formed in another state/jurisdiction. To register as a Washington foreign LLC, you'll need to file a Foreign Registration Statement with Washington's Secretary of State and pay the $180 state filing fee ($200 for filing online with the state). You'll also need to appoint a Washington registered agent and obtain a Certificate of Existence from your LLC's state of origin. In most cases, if your LLC has or opens a business location in Washington, hires employees there, or purchases or sells goods in state, the Evergreen State will require your LLC to register as a Washington foreign LLC.
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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 register an LLC 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 (SOS). Here’s our guide to getting it right.
1. Check Your LLC’s Name Availability
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 before you file for foreign registration, or you can simply proceed with registering your foreign LLC.
What if my LLC's name is already in use?
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.
2. Appoint a Washington Registered Agent
Per RCW 23.95.415, your LLC will need a Washington registered agent. Your registered agent needs to be available during normal business hours to receive legal correspondence and official paperwork on behalf of your LLC. Your registered agent is required to have a physical address in Washington. You can appoint someone you know, a family member, or an employee to act in this capacity, or you can do what most foreign LLC owners do, which is hire a professional registered agent service.
Can I be my own Washington registered agent?
Not unless you live in Washington. That’s why most foreign LLC filers hire a registered agent service.
Why hire a professional registered agent service?
A professional registered agent service not only ensures that your important mail won’t go unanswered, but they also protect your privacy, since you can list your agent’s business address on your Washington registration documents instead of your own.
3. Get a Certificate of Existence
Washington requires you to include a Certificate of Existence, also called a Certificate of Good Standing, with your foreign registration filing. The certificate basically proves that your LLC has fulfilled its legal obligations in its home state or jurisdiction. The documentation must be dated within 60 days of your foreign LLC registration.
How do I get a Certificate of Existence?
You can to request your certificate online through the government agency with whom you originally filed formation documents in your home state (usually the Secretary of State’s office). Most states charge a small fee and will make your Certificate of Existence (or Good Standing) available almost immediately.
4. Complete the Foreign Registration Statement
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 PO 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.
How much does it cost to file Washington's Foreign Registration Statement?
The state filing fee is $180. Washington charges an extra $20 for online filings. To request expedited service, you’ll need to include an additional $50. Make checks or money orders payable to “Washington Secretary of State.”
How do I file the Foreign Registration Statement?
Once you receive your Certificate of Existence from your home state, attach it to your completed Foreign Registration Statement. You can submit both documents and your payment to the Washington Secretary of State online, by mail, or in person.
In person:
Corporations & Charities Division
801 Capitol Way S
Olympia, WA 98501-1226
Mail:
Corporations & Charities Division
PO Box 40234
Olympia, WA 98504-0234
Do foreign LLCs need to file the Washington LLC Certificate of Formation?
No. Only domestic Washington LLCs need to file a Washington Certificate of Formation.
5. Receive Your Verification of Registration
No matter how you file, Washington will mail you a verification letter that confirms that your LLC is now able to do business in the state. Online filers will also receive verification by email.
How long will it take Washington's SOS to process my paperwork?
The state takes about 2-3 weeks (add time for mailing) to process mailed applications. Hand-delivered filings are the fastest—you’ll receive same-day verification. Washington will process online expedited filings in about 2 business days.
Washington Foreign LLC Registration FAQ
What happens if I don’t register my foreign LLC in Washington?
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.
Why register as a foreign LLC when I can just form a brand new LLC?
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.
What does it mean to do business in Washington?
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.
How do I amend a foreign LLC in Washington?
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.
Do I need to file a Washington Annual Report for my foreign LLC?
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 2nd, your report would be due May 31st the following year. Failure to file your report on time will result in a $25 penalty and could mean that the Washington SOS dissolves your foreign LLC.
How are foreign LLCs taxed?
Foreign LLCs are, by default, taxed as “pass-through” entities. This means that profits pass through 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.
How can I withdraw my foreign LLC in Washington?
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.
