1.2 FOREIGN CORPORATION AUTHORIZED TO TRANSACT BUSINESS IN WASHINGTON
1.2.1 Requirement to Obtain Certificate of Authority to Do Business
A foreign corporation may not transact business in this state until it has procured a certificate of authority from the Secretary of State’s office in Olympia, Washington. Failure to obtain a certificate of authority does not impair the validity of any contract of such corporation, but the corporation cannot maintain a lawsuit in any court of this state to enforce its contracts until it has obtained a certificate of authority. A foreign corporation that transacts business in this state without a certificate of authority is also liable to the state for all license fees that should have been paid for the years during which it transacted business, plus all statutory penalties.
1.2.2 Activities That Do Not Require Certificate of Authority
A foreign corporation may engage in the following types of activities without qualifying or registering to do business in this state. The following list is not exhaustive, and the Washington Business Corporation Act implies that there may be other similar activities that do not constitute “transacting business” for purposes of registering to do business in Washington State:
1. Soliciting or procuring orders, whether by mail or through employees or agents or otherwise, where such orders require acceptance outside the state before becoming binding contracts and where the contracts do not involve any local performance by the foreign corporation in Washington State other than delivery and installation.
2. Effecting sales through independent contractors.
3. Mere ownership (without more) of real or personal property located in Washington State.
4. Ownership and control of a subsidiary that is incorporated or transacting business in Washington State.
5. Making loans or creating or acquiring evidence of indebtedness, mortgages or other security interests in real or personal property.
6. Transacting business in interstate commerce.
7. Conducting an isolated transaction completed within a period of 30 days and not in the course of a number of repeated transactions of like nature.
8. Maintaining bank accounts.
9. Holding meetings of directors and shareholders or carrying out other activities concerning the internal affairs of the foreign corporation.
11. Maintaining or defending any lawsuit, administrative or arbitration proceeding, or settling any claim or dispute.
12. Operating an approved branch of a foreign degree-granting institution in accordance with Washington law.
1.2.3 Procedures for Obtaining Certificate of Authority
A certificate of authority is obtained by delivering an application containing the following information to the secretary of state for filing:
1. The name of the foreign corporation, which must meet certain requirements described in RCW 23B.15.060, including that the name include the word "corporation," "incorporated," "company," or "limited," or the abbreviation "corp.," "inc.," "co.," or "ltd." and that the name be distinguishable from those of other corporations incorporated or authorized to conduct business in the state.
2. The name of the country under whose law the foreign corporation is incorporated;
3. The foreign corporation’s date of incorporation and period of duration;
4. The street address of its principal office;
5. The street address of its registered office in this state and the name of its registered agent at that office; and
6. The names and usual business addresses of its current directors and officers.
In addition, the foreign corporation must deliver with its application a duly executed certificate of existence or similar document issued no more than 60 days before the date of the application and pay the prescribed filing fee.
1.2.4 Taxation of Foreign Corporations
See Section VI for a discussion of Federal taxation of Foreign Corporations.
1.2.5 Jurisdiction of U.S. Courts Over Foreign Corporations
A foreign corporation that has certain minimum contacts with Washington State can be sued in state and federal courts located here, regardless of whether it is deemed to be “transacting business” for other purposes. For instance, a foreign corporation that sends its employees to Washington State to solicit orders for its products may be sued in courts located in this state, regardless of whether it is deemed to be “transacting business” in Washington for the purposes of the requirement to obtain a certificate of authority to do business here, and regardless of whether the foreign corporation is subject to state or federal taxes on sales made to buyers located in this state. In such case, the summons and complaint may be served upon the foreign corporation wherever it is located. In addition, as many foreign businesspersons are well aware, a number of U.S. laws (notably antitrust laws) apply to conduct and activities that take place outside the United States and that have an effect on U.S. commerce.
A foreign corporation may not transact business in this state until it has procured a certificate of authority from the Secretary of State’s office in Olympia, Washington. Failure to obtain a certificate of authority does not impair the validity of any contract of such corporation, but the corporation cannot maintain a lawsuit in any court of this state to enforce its contracts until it has obtained a certificate of authority. A foreign corporation that transacts business in this state without a certificate of authority is also liable to the state for all license fees that should have been paid for the years during which it transacted business, plus all statutory penalties.
1.2.2 Activities That Do Not Require Certificate of Authority
A foreign corporation may engage in the following types of activities without qualifying or registering to do business in this state. The following list is not exhaustive, and the Washington Business Corporation Act implies that there may be other similar activities that do not constitute “transacting business” for purposes of registering to do business in Washington State:
1. Soliciting or procuring orders, whether by mail or through employees or agents or otherwise, where such orders require acceptance outside the state before becoming binding contracts and where the contracts do not involve any local performance by the foreign corporation in Washington State other than delivery and installation.
2. Effecting sales through independent contractors.
3. Mere ownership (without more) of real or personal property located in Washington State.
4. Ownership and control of a subsidiary that is incorporated or transacting business in Washington State.
5. Making loans or creating or acquiring evidence of indebtedness, mortgages or other security interests in real or personal property.
6. Transacting business in interstate commerce.
7. Conducting an isolated transaction completed within a period of 30 days and not in the course of a number of repeated transactions of like nature.
8. Maintaining bank accounts.
9. Holding meetings of directors and shareholders or carrying out other activities concerning the internal affairs of the foreign corporation.
11. Maintaining or defending any lawsuit, administrative or arbitration proceeding, or settling any claim or dispute.
12. Operating an approved branch of a foreign degree-granting institution in accordance with Washington law.
1.2.3 Procedures for Obtaining Certificate of Authority
A certificate of authority is obtained by delivering an application containing the following information to the secretary of state for filing:
1. The name of the foreign corporation, which must meet certain requirements described in RCW 23B.15.060, including that the name include the word "corporation," "incorporated," "company," or "limited," or the abbreviation "corp.," "inc.," "co.," or "ltd." and that the name be distinguishable from those of other corporations incorporated or authorized to conduct business in the state.
2. The name of the country under whose law the foreign corporation is incorporated;
3. The foreign corporation’s date of incorporation and period of duration;
4. The street address of its principal office;
5. The street address of its registered office in this state and the name of its registered agent at that office; and
6. The names and usual business addresses of its current directors and officers.
In addition, the foreign corporation must deliver with its application a duly executed certificate of existence or similar document issued no more than 60 days before the date of the application and pay the prescribed filing fee.
1.2.4 Taxation of Foreign Corporations
See Section VI for a discussion of Federal taxation of Foreign Corporations.
1.2.5 Jurisdiction of U.S. Courts Over Foreign Corporations
A foreign corporation that has certain minimum contacts with Washington State can be sued in state and federal courts located here, regardless of whether it is deemed to be “transacting business” for other purposes. For instance, a foreign corporation that sends its employees to Washington State to solicit orders for its products may be sued in courts located in this state, regardless of whether it is deemed to be “transacting business” in Washington for the purposes of the requirement to obtain a certificate of authority to do business here, and regardless of whether the foreign corporation is subject to state or federal taxes on sales made to buyers located in this state. In such case, the summons and complaint may be served upon the foreign corporation wherever it is located. In addition, as many foreign businesspersons are well aware, a number of U.S. laws (notably antitrust laws) apply to conduct and activities that take place outside the United States and that have an effect on U.S. commerce.