Find out how to qualify your LLC to conduct business in Washington.
If you own a company that was founded in a state other than Washington, you must qualify or register it in Washington in order to conduct business there. The requirements for qualifying your international (non-Washington) limited liability corporation (LLC) to conduct business in Washington are summarized here.
Notably, unlike in other states, Washington’s LLC Act does not provide particular regulations for establishing international LLCs. Instead, the Act refers to a different collection of rules that govern foreign company registration in general. These companies are referred to collectively as “foreign entities” under Washington law.
What exactly is a Foreign LLC?
If your LLC is founded in a different state, it is referred to as a foreign LLC in Washington. In other words, being foreign does not imply being from another nation. Instead, it signifies that your company was formed under the laws of another state. A domestic LLC, on the other hand, is one that is created in the state in which it operates. This is a prevalent phrase in the United States. An LLC founded in Indiana, for example, is a foreign LLC in Illinois.
Doing Business in Washington
You must register your foreign LLC with the state of Washington if you are “transacting business” or “doing business” in Washington, according to Washington foreign entity legislation. (Both words are used in Washington’s LLC Act and foreign entity legislation.) What exactly does this mean? Well, Washington law, like other states’, does not define “transacting business” or “doing business” in respect to overseas registrants.
State regulations determining when foreign enterprises must collect state sales tax in their state, on the other hand, give some advice on the subject. To be obligated to collect state sales tax on sales to citizens of a state, a firm must have a physical presence in, or nexus with, that state. In general, physical presence and nexus are synonymous and refer to:
a storage facility in the state
A shop in the state, an office in the state, or a sales representative in the state are all examples of state-based businesses.
Certain exclusions may apply, and the regulations might become more convoluted in situations such as Internet sales. However, if you have an office, a shop, a warehouse, or workers in another state, you must register your LLC as a foreign corporation in that state.
Some Activities Are Exempt
Washington legislation for foreign enterprises, like other states, stipulates specific acts that do not constitute conducting business in the state. Among the objects mentioned are:
defending or settling a lawsuit dealing with internal business affairs such as holding member or manager meetings having a bank account in the state having an office, agency, or persons in the state for handling your company’s own securities selling through independent contractors soliciting or obtaining orders where the orders require acceptance outside the state before they become contracts
The legislation states that the above list is not inclusive; other acts may potentially be exempt. Check Section 23.95.520 of the Revised Code of Washington for a complete legal explanation of each of the listed things.
If your LLC’s only operation in Washington is one or more of the activities mentioned above, you should not be required to register with the state.
Declaration of Foreign Registration
You must submit a Foreign Limited Liability Company Registration with the Washington Secretary of State to register your company in Washington (SOS). The registration form may be downloaded on the SOS website.
To complete the registration, you must give similar information to that required to register an LLC in your home state. In particular, for a Washington registration, you must provide:
If necessary, the name under which your LLC will operate in Washington (a different name in Washington is required if your LLC’s original name or something very similar is already in use by another Washington registered business, or the original name does not contain words such as “Limited Liability Company” or an abbreviation such as “LLC”).
the state in which your LLC was established
the date your LLC was created the street address of your LLC’s primary place of business the registration’s effective date (which may be upon filing)
the term of your LLC (which may be perpetual)
the date your LLC started conducting business in Washington the type of your LLC’s operation in Washington
the name and street address of your LLC’s registered agent in Washington, a signed statement from your Washington registered agent agreeing to serve in that capacity and notifying the Washington Secretary of State, and the name, address, and signature of the LLC member or manager registering the LLC.
You must submit a Certificate of Existence or a similar document from the secretary of state of the state in which your LLC was created. The certificate must have been issued no more than 60 days before the registration date.
You may file on paper or electronically. The postal filing charge is $180. The charge for submitting online is $200.
What Happens If You Do Not Sign Up?
If your LLC operates in Washington without being registered, it cannot file a lawsuit there. Furthermore, the LLC will be accountable for any registration costs that it should have paid, as well as any relevant penalties. However, not being registered does not render your LLC’s contracts null and void, nor does it preclude your LLC from defending a lawsuit in the state of Washington. Furthermore, the restriction on a member’s responsibility is not lifted just because the LLC conducts business in Washington without being registered.
Creating a Foreign Corporation in Washington D.C.
The regulations and standards for international qualifying in Washington are generally the same whether your company is structured as a corporation or an LLC. For paperwork, information, and filing requirements for registering a foreign company in Washington, see the Washington Secretary of State’s website.