Washington Foreign LLC Registration (How-to Guide)

Expanding your business to Washington? Registering your foreign LLC here might seem challenging, but it doesn’t have to be.

This guide will walk you through the entire process, making it clear and straightforward.

Ready to get started and see your business thrive in the Evergreen State?

Washington Foreign LLC Requirements

1. LLC’s Name Availability

Before registering your foreign LLC in Washington, you must ensure that your LLC’s name is available and compliant with Washington state regulations. You can check the availability of your LLC’s name through the Washington Secretary of State’s business search tool.

If your LLC’s name is already taken or not compliant, you may need to choose an alternate name or register under a different name.

2. Washington Registered Agent

In Washington, you must appoint a registered agent who will act as your LLC’s official point of contact for legal documents and official correspondence. The registered agent must have a physical address in Washington and be available during regular business hours. This can be an individual resident or a registered agent service.

I recommend using a professional registered agent service. It ensures your address remains private and provides additional security for your business.

3. Business Identity

Once your foreign LLC is established in Washington, connecting with the local market is essential. Building a strong and localized digital presence helps create a solid business identity, which fosters trust and professionalism.

Consider developing a user-friendly website, engaging with local social media platforms, and investing in online marketing to effectively reach and attract Washington consumers.

4. Certificate of Existence

To register your foreign LLC in Washington, you must provide a Certificate of Existence (also known as a Certificate of Good Standing) from the state where your LLC was originally formed. This certificate confirms that your LLC is legally registered and in good standing in its home state. Ensure that the certificate is current, typically issued within the last 60 days.

5. Foreign Registration Statement

When filing the Foreign Registration Statement for your LLC in Washinton, you will need to include the following information:

• Legal name of the LLC
• Alternate name to be used in Washington (if the original name is unavailable)
• State or jurisdiction of formation
• Date of formation
• Principal office address of the LLC
• Mailing address (if different from the principal office address)
• Registered agent’s name and physical address in Washington
• Purpose of the LLC or a statement indicating that the LLC is authorized to conduct any lawful business in Washington
• Name and address of at least one member or manager of the LLC
• Signature of an authorized person completing the registration

You can file by mail at the following address:
Corporations & Charities Division
PO Box 40234
Olympia, WA 98504-0234

You can file in person at the following address:
Corporations & Charities Division
801 Capitol Way S
Olympia, WA 98501-1226

How to Form a Foreign LLC in Washington State

Step 1. Selecting Your Business Name (new or existing)

Start by choosing a name for your LLC that adheres to Washington’s naming requirements. You can search the Washington business name entity search database here.

If the name you want has already been taken in Washington, you may need to select a different name or use a DBA (Doing Business As) name. Ensure your name is unique and complies with Washington’s naming rules to avoid issues.

Step 2. Appointing a Washington Registered Agent (I use Northwest)

Next, appoint a registered agent with a physical address in Washington. This agent will act as your LLC’s official point of contact for receiving legal documents and official correspondence.

Your registered agent can be an individual resident or entity authorized to conduct business in Washington.

I recommend Northwest Registered Agent, as they can help you with the entire process of forming your LLC.

Read about my journey and honest review of Northwest Agent

Step 3: Obtain a Certificate of Existence

Obtain a Certificate of Existence (also known as a Certificate of Good Standing) from the state where your LLC was originally formed. This certificate confirms that your LLC is legally registered and in good standing in its home state. You will need this document to prove that your LLC is valid and operational before you can register it in Washington.

Step 4: Complete the Foreign Registration Statement

Fill out the Foreign Registration Statement form with accurate and detailed information about your LLC.

You will need to provide:

• UBI#: You’ll need this number if your LLC has previously registered with the Washington Secretary of State. If not, one will be assigned to you.
• LLC Name: The name your LLC is using in its home state.
• DBA Name: If your LLC’s legal name is unavailable in Washington, provide the DBA name you will use.
• Formation State: The state or jurisdiction where your LLC was originally formed.
• Entity Type: Indicate that your LLC is an LLC.
• Registered Agent Information: Provide your registered agent’s name and street address in Washington. This address must be a physical location, not a P.O. box.
• Agent Consent: Include a signature from your registered agent confirming their acceptance of the role.
• Principal Business Address: Provide your business’s primary address, which does not need to be in Washington.
• Governors: List the names of the individuals authorized to make decisions for your LLC (referred to as members or managers in other states).
• Formation Date: The date when your LLC was originally formed.
• Duration: State whether your LLC is set to continue indefinitely or has a specific end date (most LLCs opt for “perpetual duration”).
• Business Activity: A brief description of what your business does.
• Doing Business Date: The date when your LLC began operating in Washington.
• Effective Date: Choose when you want your foreign registration to take effect. This can be up to 90 days in the future or the date of filing for immediate effect.
• Return Address: Provide an address where you can receive correspondence related to your registration.
• Authorized Signature: Ensure that someone authorized to act on behalf of your LLC signs the form.

The state filing fee is $180. An additional $20 is charged for online filings. If you need expedited service, you must include an extra $50. Please make checks or money orders payable to “Washington Secretary of State.”

Step 5: Receive Your Verification of Registration

After submitting your Foreign Registration Statement, the Washington Secretary of State will process your application. Once approved, you will receive a Verification of Registration confirming that your LLC is officially registered to do business in Washington. Keep this document for your records as proof of your LLC’s registration status.

How long does this take?

The Washington state processes mailed applications in about 2-3 weeks, plus extra time for mailing. If you hand-deliver your application, you’ll get same-day verification. Online expedited filings are processed in about 2 business days.

Registration Fee – How Much Does a Foreign LLC in Washington Cost?

To register a foreign LLC in Washington, you will need to pay several fees:

• State Filing Fee: The basic filing fee for registering a foreign LLC is $180. This fee covers the processing of your application and the official registration of your business in the state.
• Online Filing Fee: If you submit your registration online, there is an additional $20 fee. This extra charge is for the convenience and efficiency of online processing.
• Expedited Service Fee: If you need your registration processed more quickly, you can request expedited service for an additional $50. This ensures faster handling of your application compared to the standard processing time.

Payment Instructions: When paying by check or money order, make it payable to “Washington Secretary of State.” Ensure that you include all required fees to avoid delays in processing your application.

Processing Times:

• Mailed Applications: Processing typically takes about 2-3 weeks, plus additional time for mailing.
• Hand-Delivered Filings: If you deliver your documents in person, you can receive same-day verification.
• Online Expedited Filings: The processing time is approximately 2 business days for online submissions marked as expedited.

When you apply to register your LLC, you must appoint a registered agent with a physical address in Washington to handle legal documents. A registered agent can cost anywhere from $200 to $1,000. However, my preferred registered agent provides these services for under $100. Click here for more details.

Do foreign LLCs need to file the Washington LLC Certificate of Formation?

Foreign LLCs do not need to file the Washington LLC Certificate of Formation. Instead, foreign LLCs must complete and file the Foreign Registration Statement with the Washington Secretary of State to register their business there.

Here’s what you need to do:

• File a Foreign Registration Statement: This form allows a foreign LLC to register and do business in Washington. It includes details such as your LLC’s name, the state of formation, the address of your registered agent in Washington, and other relevant information.
• Provide a Certificate of Existence: You’ll need to include a Certificate of Existence (or Certificate of Good Standing) from the state where your LLC was originally formed. This document verifies that your LLC is in good standing in its home state.

Your foreign LLC will be authorized to operate in Washington by filing the Foreign Registration Statement and providing the necessary documentation.

How are Foreign Entity LLCs in Washington taxed?

Foreign LLCs operating in Washington are generally taxed as pass-through entities by default.

Here’s what this means and how it works:

Default Pass-Through Taxation

• Pass-Through Taxation: The LLC does not pay income taxes directly under this structure. Instead, the profits and losses of the LLC “pass-through” to its members (owners). The LLC’s income is reported on the members’ personal tax returns.
• Reporting and Payment: LLC members are responsible for reporting the LLC’s income and losses on their individual federal and state income tax returns. They will pay taxes on their share of the LLC’s profits based on their personal income tax rates.

Alternative Tax Elections

Foreign LLCs in Washington have the option to elect a different tax structure if it better suits their needs:

• S-Corporation Election: An LLC can elect to be taxed as an S-corporation by filing Form 2553 with the IRS. This election allows the LLC to maintain pass-through taxation but may offer certain benefits, such as reduced self-employment taxes for its members. However, the LLC must meet specific criteria to qualify as an S-corp.
• C-Corporation Election: Alternatively, a foreign LLC can be taxed as a C-corporation by filing Form 8832 with the IRS. This election changes the LLC’s tax status so that the LLC itself pays corporate income tax on its profits. Additionally, members are taxed again on any dividends or distributions received from the LLC, leading to double taxation.

State Taxes

• Washington Business and Occupation (B&O) Tax: Washington does not have a personal or corporate income tax, but foreign LLCs must pay the Business and Occupation (B&O) tax, which is a gross receipts tax based on the revenue generated from business activities.
• Sales and Use Tax: If your LLC sells goods or services in Washington, it may also be responsible for collecting and remitting sales tax or paying use tax on items purchased for business use

FAQs on Washington Foreign LLC Registration

Can I Be My Registered Agent for My Washington LLC?

Yes, if you have a physical address in Washington and are available during regular business hours, you can act as your own registered agent for your Washington LLC. However, if you do not have a physical address in Washington, you must hire a professional registered agent service to meet the state’s requirements.

Why Hire a Washington-Registered Agent Service?

Hiring a Washington-registered agent service offers several benefits:

• Privacy Protection: Keeps your personal address off public records, enhancing your privacy.
• Compliance: Ensures timely receipt of legal documents and official correspondence, helping you comply with Washington state regulations.
• Convenience: Provides a reliable and consistent address for receiving important documents, reducing the risk of missing crucial notifications.

How Can I Withdraw My Washington Foreign LLC?

To withdraw your foreign LLC from Washington, follow these steps:

• File a Certificate of Withdrawal: Submit the Certificate of Withdrawal of Foreign LLC form to the Washington Secretary of State.
• Settle Debts and Taxes: Ensure all business debts and taxes in Washington are paid before filing for withdrawal.
• Notify Other Agencies: Inform other relevant state and federal agencies about your LLC’s withdrawal.
• Receive Confirmation: After processing, you will receive confirmation that your LLC has been officially withdrawn from Washington.

Is a Physical Presence Required in Washington to Form an LLC as a Foreigner?

No, a physical presence in Washington is not required to form an LLC as a foreigner. You do not need to be physically present in Washington to establish an LLC; however, you must appoint a registered agent with a physical address in Washington to handle legal documents and official correspondence.

How Do I Amend a Foreign LLC in Washington?

To amend your foreign LLC in Washington, follow these steps:

• File an Amendment Form: Submit the appropriate amendment form to the Washington Secretary of State, detailing the changes you wish to make.
• Provide Required Information: Include information about the changes, such as updates to the LLC’s name, registered agent, or business address.
• Pay the Fee: The amendment may be associated with a filing fee, which you must include with your submission.
• Receive Confirmation: Once the amendment is processed, you will receive confirmation of your LLC’s registration changes.

What Does It Mean to Do Business in Washington?

In Washington, “doing business” refers to engaging in activities that involve operating or conducting business transactions within the state. This includes having a physical presence, such as an office or employees, or performing business activities that generate income in Washington. If your foreign LLC is involved in such activities, it must register as a foreign entity in Washington.

Does a Foreign LLC Have to File an Annual Report in Washington?

Yes, a foreign LLC must file an annual report in Washington. The report costs $71 and is due on the last day of the month the LLC is registered.