Foreign Qualification in Washington
Foreign qualification in Washington is a process by which you can conduct business in a state other than the one where you have initially registered your company. This process will help you to establish a corporation, LLC, or other business entities in a new state without the need for incorporation or re-registration. This guide has been created to provide information concerning Washington foreign business entity registration, including state laws and requirements.
Washington Foreign Qualification
The state of Washington offers many advantages and opportunities to small businesses and medium enterprises. It is home to over 600,000 small businesses, this includes both domestic and foreign entities. If you are planning to expand to this state then simply opt for Washington LLC foreign registration or foreign business incorporation to leverage the state’s favorable business environment. You can become an important part of the vibrant industry from aerospace to information technology, life science, clean technology, and food manufacturing among others. A Washington foreign business entity registration ensures that you’re able to apply for state grant and loan programs as well as tax incentive programs.
What is a Washington foreign qualification?
If you’re already conducting business in any other state but want to expand your operations in Washington then one of the best options is to undergo a Washington foreign business entity registration. This process doesn’t require you to incorporate your company all over again. When you opt for a foreign qualification in Washington; you will be able to operate your company in your home state as well as the new state (Washington). The home state refers to the jurisdiction where the business was initially formed or incorporated.
The process for a Washington foreign corporation registration or LLC formation may be different from the foreign qualification processes in other states or even the home state. The regulations are governed by the Revised Code of Washington for foreign corporations and limited-liability companies. Let’s look at an example to understand this:
Example: You have formed a domestic LLC in Idaho by filing the Certificate of Organization. Idaho will be considered your home state. You need to now expand to Washington. One of the options is to close your Idaho LLC and start a new LLC in Washington. If you don’t want to close your Idaho LLC then you can apply for a Washington foreign business entity registration. The process of foreign qualification will provide you with the authority to transact business in Washington as well.
Once you have applied for a foreign qualification in Washington; you will need to obtain the necessary business licenses and permits to operate in the state. You will also be required to hire and maintain a Washington registered agent like IncParadise. We can help you with all your state business formalities including annual compliances.
Doing business in Washington
When a business corporation, a limited-liability company, or any other form of entity operates within any state other than their home state or the state of incorporation, then they are required to “foreign qualify”. The foreign qualification in Washington provides a company formed in another state, with the authority to conduct business in this state. The foreign qualification is applicable if a company is doing business in Washington.
Generally speaking, if a company owns a warehouse in Washington or has a retail store in the state, then it is considered to be “doing business” in this state. There are several activities that are not considered as doing business; therefore, Washington foreign business entity registration will not be required. They are:
- If a company is collecting debts
- When a lawsuit is filed against a company in this state
- Internal business activities like board meetings don’t qualify as doing business
- Opening or having a bank account in Washington
- Businesses that have agents, offices, and representatives in Washington
- Selling of services or goods through independent contractors
- Delivery and installation
- Participating in an isolated or one-time business transaction
- A company transacting business in interstate commerce
Washington Foreign Qualification Process
If you have formed a limited liability company or a corporation in another state but want to conduct business in Washington then you will have to apply for foreign qualification in Washington. It is important to note that all out-of-state businesses require an authority to transact business in Washington, and operating without it is considered as breaking the law. There are consequences for transacting business without authority including severe penalties pursuant to WA Rev Code § 23B.15.020 (2012). Let us study in detail the Washington foreign business entity registration process for limited liability companies and corporations.
Washington foreign Corporation registration
If you already own a corporation in another state and want to expand the operations to Washington then you will need to apply for Washington foreign corporation registration. The foreign qualification will be governed by the 2020 Revised Code of Washington, Title 23B – Washington Business Corporation Act, 23B.15 – foreign corporations. You will have to obtain the authority to transact in this state before starting your company. The process for obtaining this authority is as follows:
- Business Name – Washington foreign corporation registration is incomplete without a corporate name. According to WA Rev Code § 23B.15.060 (2012), the business name should contain words like “corporation”, “incorporated”, or abbreviations like “inc.”, “corp.”, and “co.” Once you have chosen a name, it is important to conduct a Washington foreign entity search. The business name search will help you find out if your chosen name is available. If the said name is available then you need to file the “Foreign Name Registration” application along with a fee of $30. The application has to be filed with the Secretary of State, Corporation Division. The name registration has to be renewed annually between October 1st and December 31st.
- Registered Agent – There are several important requirements for the Washington foreign business entity registration and a registered agent is one of the most paramount. According to WA Rev Code § 23B.15.070 (2012), a foreign corporation will not be authorized to transact business in this state without a registered agent. We at IncParadise are one of the top Washington registered agents and have helped several domestic and foreign entities to incorporate in this state.
- Certificate of Authority – Another necessary step towards the Washington foreign corporation registration is to file the Application for a certificate of authority pursuant to WA Rev Code § 23B.15.030 (2012). This application is also known as the Profit Foreign Registration Statement and has to be filed with the Office of the Secretary of State, Corporations & Charities Division along with a filing fee of $180. You can apply online as well as by mail. There is an option for expediting the process of Washington foreign business entity registration by paying an additional fee of $50. It is important to note that you will also be required to submit a Certificate of Existence or Certificate of Good Standing acquired from the state of incorporation or home jurisdiction.
Do you want to register a foreign Corporation in Washington?
Washington foreign LLC registration
If you have already formed an LLC in any other state and want to expand your business in Washington then all you need is a Washington LLC foreign registration. This process will help you to not only conduct business in the state but it will also help you avoid going through the formation process of a new limited-liability company again. You can opt for a single-member or multi-member LLC depending on the requirement. Foreign LLC qualification in Washington will be governed by the Revised Code of Washington, Title 25 – PARTNERSHIPS, 25.15 Limited liability companies, Article IX – Foreign Limited Liability Companies. The process for a Washington foreign business entity registration is as follows:
- Business Name – One of the foremost requirements for Washington LLC foreign registration is a business name. You have to select a name in accordance with the naming regulations of the state. You can verify your name choice availability through a Washington foreign entity search also known as a name database search. If your chosen name is available then you need to use the “Foreign Name Registration” application to register it with the secretary of state pursuant to RCW 23.95.525 and Article 3 of chapter 23.95 RCW. The fee for name registration of a foreign LLC is $30, and by making an additional payment of $50; the process can be expedited.
- Registered Agent – The service of process which is executed by a registered agent, is a major component for any new business formation or foreign qualification in Washington. According to WA Rev Code § 25.15.331 (2016), a foreign limited liability company has to continuously maintain a registered agent in their state. Registered agent services offered by IncParadise, not only fulfill the service of process requirements but also assist with other business compliances like filing annual reports. IncParadise is one of the state’s top registered agents and has helped with several Washington foreign business entity registrations.
- Certificate of Authority – Company Registration is another significant requirement for conducting business in Washington. A Washington LLC foreign registration will help you to get the necessary authorization. You will have to file the Application for a certificate of authority or the Profit Foreign Registration Statement pursuant to WA Rev Code § 25.15.321 (2016). The registration statement can be filed online or by mail with the Office of the Secretary of State, Corporations Division. The filing fee is $180 and you can also choose the expedited service by paying an additional $50. The Washington foreign business entity registration will require you to submit a Certificate of Existence or Certificate of Good Standing acquired from the state of formation or home jurisdiction.
Need Any Assistance in Applying for Washington Foreign Qualification?
Washington is considered one of the top states in terms of business climate, which encompasses opportunities for startups, robust infrastructure, availability of skilled labor, and business incentive programs. You can expand your business to this state using the process of foreign qualification in Washington. As one of the leading registered agents in Washington, IncParadise can assist you with the process of foreign corporation registration or foreign LLC formation.
We can also help you in acquiring a Certificate of Good Standing or Certificate of Existence from your home state. We provide business-oriented additional services in Washington as well as foreign qualification services in all 50 states, which will help your company to remain compliant with all state regulations.