Foreign qualification is a legal process that allows a business incorporated in another state to operate in Washington. By registering with the Secretary of State, businesses can ensure compliance with local regulations and gain the authority to conduct operations within the state.
Follow the guide below to help you register with the Secretary of State in Washington or use Mosey to do it.
Washington Foreign Qualification for C Corporation, LLC
As a foreign entity, you are required to register with the Washington Secretary of State if you are "doing business" in the State of Washington. In lieu of defining what considers as "doing business," the Secretary of State does provide a list of activities not constituting "doing business." Note: "Having an employee working in the state" and "Soliciting sales in Washington through employees or other representatives" meets the Department of Revenue's "physical presence nexus" standard, which qualifies as transacting business in Washington. After your registration is approved, you will receive a nine-digit Unified Business Identifier (UBI) number to be used in Business Registration, tax and payroll setup.
Acquire a Certificate of Existence
Washington requires you provide a Certificate of Existence (also known as a Certificate of Good Standing) from your home jurisdiction to successfully register in the state, issued no more than 60 days before the date of submission and must be included alongside your foreign registration statement.
Establish a Registered Agent and Registered Office
You must maintain a registered agent and office in Washington State. The registered agent may be an individual or a business though they must maintain a physical address at which the agent is available for the receipt of annual reports, notices, and service of process. The agent may provide a P.O. Box address in addition to a physical address for receiving notice.
File Foreign Registration Statement
Complete the foreign registration statement (Form RCW 23.95) online using Washington's Corporations and Charities Filing System. Your foreign registration statement will need to include information for your registered agent and office, as well as your Certificate of Existence from your home state.
What else do I need to know?
Once you are registered with the Secretary of State, you may have additional requirements to maintain your "good standing" in the state. Failing to do so can result in fines, back taxes, and forfeiting certain priveleges within the state.
Maintaining a Registered Agent
Most states require that you have a registered agent that can receive important mail from the Secretary of State should they need to contact you. There are many commercial options available or you can use Mosey to be your registered agent and keep your information private in Washington.
Annual Reports and Taxes
In addition to maintaining a registered agent, most states require you to file a report annually. Registration can also trigger state taxes such as a franchise tax or income tax. You can use Mosey to identify these additional requirements to maintain good standing in Washington.