Entity Formation & Annual Reports
Before a foreign investor can license its business in Washington it must first either form a business in Washington or qualify an existing business to transact business in Washington.
As explained in Chapter 2, a Washington corporation is formed by filing Articles of Incorporation, a Washington limited partnership is formed by filing a Certificate of Limited Partnership, a Washington limited liability partnership is formed by filing an application for Registration, and a limited liability company is formed by filing a Certificate of Formation, in each case with the Washington Secretary of State.
Foreign corporations, foreign limited partnerships, foreign limited liability partnerships and foreign limited liability companies doing business in Washington are required to apply for authorization to do business in Washington by filing with the Washington Secretary of State an Application for Certificate of Authority (for foreign corporations) or an application for Registration (for foreign limited partnerships, foreign limited liability partnerships and foreign limited liability companies).
Following the filing of the appropriate organizational or authorization document and payment of a license fee, a company will be authorized to do business in Washington in the form of a corporation, limited liability partnership or limited liability company, as the case may be. The Department of Licensing will thereafter annually notify the registered agent of the corporation, limited liability partnership or limited liability company of the need to file an annual report. A corporation, limited liability partnership or limited liability company is required each year to complete an Annual Report (corporations), a Business License Renewal Application (limited liability companies) or an application for Registration (limited liability partnerships) and to pay an annual fee.
A domestic corporation, limited liability partnership or limited liability company that fails to file an annual report and pay a fee may be dissolved by administrative action by the Secretary of State. A foreign company that is doing business in Washington without a Certificate of Authority, or that fails to file an annual report, loses the privilege of filing suit in the courts of the State of Washington until it receives a Certificate of Authority and/or renews its license.
As explained in Chapter 2, a Washington corporation is formed by filing Articles of Incorporation, a Washington limited partnership is formed by filing a Certificate of Limited Partnership, a Washington limited liability partnership is formed by filing an application for Registration, and a limited liability company is formed by filing a Certificate of Formation, in each case with the Washington Secretary of State.
Foreign corporations, foreign limited partnerships, foreign limited liability partnerships and foreign limited liability companies doing business in Washington are required to apply for authorization to do business in Washington by filing with the Washington Secretary of State an Application for Certificate of Authority (for foreign corporations) or an application for Registration (for foreign limited partnerships, foreign limited liability partnerships and foreign limited liability companies).
Following the filing of the appropriate organizational or authorization document and payment of a license fee, a company will be authorized to do business in Washington in the form of a corporation, limited liability partnership or limited liability company, as the case may be. The Department of Licensing will thereafter annually notify the registered agent of the corporation, limited liability partnership or limited liability company of the need to file an annual report. A corporation, limited liability partnership or limited liability company is required each year to complete an Annual Report (corporations), a Business License Renewal Application (limited liability companies) or an application for Registration (limited liability partnerships) and to pay an annual fee.
A domestic corporation, limited liability partnership or limited liability company that fails to file an annual report and pay a fee may be dissolved by administrative action by the Secretary of State. A foreign company that is doing business in Washington without a Certificate of Authority, or that fails to file an annual report, loses the privilege of filing suit in the courts of the State of Washington until it receives a Certificate of Authority and/or renews its license.