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 your Washington foreign LLC registration for $225 + state fees. This includes filing paperwork, a year of registered agent service, a domain name, and a 90-day free trial of business tools like web hosting, phone number, and email. You’ll also get legal templates, expert support, and built-in privacy protection.
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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 do three things:
- Appoint a Washington registered agent.
- Obtain a certificate of good standing from your home state.
- File registration paperwork with the Washington Secretary of State, Corporations Division (SOS).
Here’s our guide to getting it right and keeping your business in good standing with the state of Washington.
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 free business name search. If your LLC’s name is available, you can either reserve your business name for $30 before you file, or you can simply proceed with registering your business as a foreign LLC in Washington.
Name taken? You’ll need to register a Washington 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
Washington state regulations dictate that 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.
Not unless you live in Washington. That’s why most foreign LLC filers hire a 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.
Want to establish a business presence in Washington? Our Washington Virtual Office and Premium Mail Forwarding Services are an excellent value.
3. Launch Your Business Identity
Once your business is up and running in the new state, you’ll want to be able to connect with the new market of consumers. Having a robust and localized digital presence can help build your business’ identity, which in turn will make your business seem more trustworthy and professional, even if you’ve only just started offering services or products.
We can help you build a custom website that is securely hosted with a unique domain, plus give you a local phone number, a real deal business address, and up to 10 email addresses, all to help establish your business in Washington.
Want to establish a business presence in Washington? Our Washington Virtual Office and Premium Mail Forwarding Services are an excellent value.
4. 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.
You can to request your certificate online through the government agency with which 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 available almost immediately.
5. 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 number (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 (does not need to be an address in WA)
- 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
- 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
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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.
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
P.O. Box 40234
Olympia, WA 98504-0234
No. Only domestic Washington LLCs need to file a Washington Certificate of Formation.
6. 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.
The state takes about three 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 two business days.
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.