Washington Certificate of Authority

How to Register a Foreign Corporation in Washington

An out-of-state corporation is called a foreign corporation and must obtain a certificate of authority from the Washington Secretary of State in order to conduct business in Washington. You can register your out of state corporation to do business in Washington by following the steps below.

4 Steps to Registering a Washington Foreign Corporation

1. Order a Certificate of Existence
   You have to order a certificate of good standing or certificate of status from your home state showing your corporation is active and you’ve paid your annual report fees wherever you incorporated. The WA Secretary of state calls this document a Certificate of Existence. This is something you order from the agency that governs corporations in your home state and usually costs under $50. Most states have a Secretary of State like Washington, but in some states like Arizona or New Mexico, a Corporation Commission governs your corporations. The certificate must be dated within 60 days. It does not have to be an original document.
2. Find a registered agent based in Washington State
   RCW 23B.15.070 requires every foreign WA corporation to maintain a registered agent and registered office in Washington State. The registered office must be at a physical address in the state, and the agent must consent to being appointed by your corporation. We provide Washington registered agent service  that includes annual report reminders and scanned documents loaded into your account immediately. We charge $65 a year, and there are no hidden fees.
3. File a Certificate of Authority
   You can either fill out and mail the foreign corporation Certificate of Authority PDF or complete the online version with the Washington Secretary of State, Division of Corporations. If you mail in your form, make sure to include your home state’s certificate of good standing/existence/status. If you file online, the system will prompt you to upload a PDF or JPEG of your certificate before you can finish the filing.Here’s the information you’ll need:
   • Exact corporation name
   • Corporation name to use in Washington State
   • Date of incorporation
   • Principal office address(es)
   • Effective date
   • Term/duration of your foreign corporation
   • Date business in Washington started or will start
   • Washington registered agent name and addresses
   • Names and addresses of officers and directors

   If you don’t want to register the foreign corporation yourself: We also only charge $100 to register your out-of-state corporation to get a Washington Certificate of Authority.

4. Wait for your Certificate and UBI Number
   Wait a few days, and you’ll get a filed Certificate of Authority back. We recommend either filing online, with an automatic $20 expedite charge, or expediting your mailed filing for an additional $50 instead. With expediting your corporation’s registration will be completed in 5 days or less (if not, it could be months). If you filed online, before you receive your actual certificate in the mail, you will get an email confirming your registration and containing your UBI number.

Helpful Tips for Obtaining a Certificate of Authority for a Foreign Corporation in Washington:

• You must use the corporate name exactly as your certificate of good standing/existence reads.
• If your name is taken within Washington, the directors must make a resolution adopting a name to use in Washington State. The corporate secretary must sign off on the resolution.
• You must know the date of incorporation. Usually it will be listed on the certificate from your home state of incorporation.
• You must list your principal place of business addresses: a physical address where the records are kept, and a PO Box, if applicable.
• You must choose a date you wish the foreign corporation certificate of authority to become effective.
• You must know the term of your foreign corporation. Most corporations are perpetual, but if you filed your articles of incorporation with a specific end date, you would list that date. Almost all corporations are perpetual.
• List the date your corporation began or plans on beginning to do business in Washington State. Keep in mind, if you list a date in the past, you will owe the previous year’s annual reports and late fees to register your foreign corporation in Washington State. Most people put a future date.
• You must have a Washington registered agent.
• You must list the directors and officers (president, treasurer, and secretary) of the corporation. One of these officers or directors of the foreign corporation must sign the document.

You can register your foreign corporation in Washington State on your own and just hire us as your registered agent, or we can do the filing for you for $365.

We’ll have your company registered in 2-5 days.

Foreign Registration vs. Domestic Incorporation

Sometimes our clients get confused with what a foreign corporation is vs. a domestic corporation. If you live in Oregon and are moving to WA, you should form a domestic Washington corporation. You don’t have to live here to incorporate in Washington.

Even if you are not a resident of the US, and live in Canada or anywhere in the world, you can still have a domestic Washington corporation. It’s very simple. You just hire a registered agent like us, and we’ll form your Washington corporation, or you can alternately go with the simpler Washington LLC.

Keeping your foreign WA corporation in compliance

A Washington foreign corporation is governed by RCW 23B.15. Fulfilling WA State agency requirements will keep your corporation active, or in compliance. Failing to comply with SOS requirements could result in your company being administratively dissolved.

Secretary of State: Foreign corporations no longer have to file initial reports. A foreign corporation in Washington must file an annual report each year for $71 to stay active. Annual reports are due on the last day of the month you initially qualified your out-of-state corporation in Washington.

Department of Revenue: Your foreign corporation has to register with the DOR if it collects taxes (like sales or use tax), or if it has enough of a “nexus” in Washington State that it must pay taxes. A nexus can be hard to define—things that create a nexus include having a physical presence in the state, trying to create a market in the state, or employing people in the state.

If you have employees in WA or must deal with WA state taxes, you need to apply for a master business license. Applicable agencies—which may include the DOR or the Department of Employment Securities—will then send you information about how to fulfill your requirements and stay current.