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LeapLaw's 50 State Blawg  > Washington
Sponsored by:
Charles Baclet and Associates, Inc.
Charles Baclet and Associates, Inc.
2030 Main Street
Suite 1030
Irvine, CA 92614
www.cbaclet.com
Phone: (949) 955-9585
Toll Free: (800) 562-6439
Fax: (949) 955-9590



Cl@S Information Services
Cl@S Information Services
2020 Hurley Way
Suite 350
Sacramento, CA 95825
www.clasinfo.com
Phone: (916) 564-7800
Toll Free: (800) 447-6237
Fax: (916) 564-7900



Unisearch, Inc.
Unisearch, Inc.
1780 Barnes Boulevard, SW
Building G
Tumwater, WA 98512-0410
www.unisearch.com
Phone: (360) 956-9500
Toll Free: (800) 722-0708
Fax: (800) 531-1717




Search posts for:

Basics Box: Washington
Secretary of State
Status Search
Forms
  • Fax File:
  • UCC: No
    Corporate: Yes
  • E File:
  • UCC: No
    Corporate: Yes (incorporations only)
  • Expedited Services:
  • UCC: No
    Corporate: Yes
  • Name Reservations:
  • Yes (180 days)
  • Preclearance:
  • No
    Apostilles and Authentications (Washington)
    Contact Information Washington Secretary of State
    Domestic Corporate Dissolution Summary (Washington)
    Domestic Corporation Summary (Washington)
    Foreign Qualification Summary (Washington)
    LLC - Formation Summary (Washington)
    Recommended Service Companies (Washington)
    UCC Filings (Washington)

    Apostilles and Authentications (Washington)
    Apostille certificates are issued by WA SOS only for documents which have been signed by a government official (or a Notary Public) of the State of Washington.

    To obtain an apostille the following must be submitted:

    (1) An original signature and seal/stamp of a Washington State Notary Public or records custodian; and a $15 fee per document

    (2) Cover Letter, which must include:

  • The name of the country where the documents will be sent.;
  • A daytime phone number for possible questions; and
  • Information on where the documents should be mailed after processing.

    Additional Information

    About Authentication and Apostilles

    Authentication or a certificate of magistracy is an official certificate issued by the state official's office where the notary public is commissioned, confirming the existence of the notary public (or public officer) who has notarized the document. These certifications may be required when a document is being sent to another state or foreign country.

    If the countries where the document is being sent is a member of the Hague Convention, you can receive an "apostille" from the state where the notary is commissioned.

    In order to obtain an apostille or authentication, the document must be an original signed by the executing party, bearing an accurate notary public's signature (exact name of the notary as it currently stands of the state's records), date commission expires and notarial seal.

    If the country is not a member of the Hague Convention, the authentication process is a two step process. First the document will require certification from the WA SOS as to the notary's signature. Second, it will require authentication of the country's embassy or consulate.

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  • Contact Information Washington Secretary of State
    Washington Secretary of State
    Legislative Building
    PO BOX 40220
    Olympia, Washington 98504-0220

    Telephone: (360) 753-7115

    UCC Division: (360) 664-1530

    Email: corps@secstate.wa.gov

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    Domestic Corporate Dissolution Summary (Washington)
    Pursuant to Washington Business Corporation Act (RCW § 23B.14) to successfully dissolve a Washington corporation files Articles of Dissolution.

    Tax Clearance: A revenue clearance certificate from the Washington Department of Revenue is required pursuant to RCW 82.32.260. It takes 7-10 days to receive the tax clearance certificate provided that all taxes have been paid.

    Prior to Stock Issuance or Commencing Business: Consent of Majority of incorporator or initial directors must be taken.

    Articles of Dissolution by incorporators or initial director.

    After Stock Issuance: Consent of the board of directors and 2/3 of all voting shareholders at a meeting (unless charter authorizes lesser number, but not less than a majority) or by unanimous written consent.

    Articles of Dissolution by Stockholders and Directors.

    Articles of Dissolution Articles must set forth:

    (1) The name of the corporation;

    (2) The date dissolution was authorized; and

    (3) If shareholder approval was required for dissolution, a statement that dissolution was duly approved by the shareholders in accordance with RCW 23B.14.020.

    Execution and Filing: Signed by officer or incorporator(s). Submit the original and one conformed copy to the WA SOS.

    Filing Fee: No Filing Fee.

    Dissolutions, Generally

    A corporation, by a recommendation of directors and a majority vote of stockholders or incorporators if stock has not yet been issued, may elect to voluntarily dissolve and liquidate. Generally, this will involve a sale of all the corporation’s assets, satisfaction of all debts of the corporation, and the distribution of any remaining assets to the stockholders according to the liquidation procedures and priorities set forth in the corporation’s charter.

    IRS liquidation issues are provided for in IRC Sections 331 and 336, which provide for distribution to stockholders. An IRS Form 966 is required to be filed as part of the dissolution.

    For more information regarding dissolutions, see LeapLaw's Dissolution Best Practice Summary.

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    Domestic Corporation Summary (Washington)
    Pursuant to Washington Business Corporation Act (RCW § 23B.01.010 et seq.), a corporation incorporating in Washington files Articles of Incorporation with the Washington Secretary of State (WA SOS) which may be filed online.

    Need assistance? Contact Virtual Paralegal Services "VPS" (info@virtualparalegalservices.com). Learn more about Virtual Paralegal Services


    Corporate Name: The corporate name must contain the word "corporation" "company" "incorporated" "limited" or abbreviation thereof.

    Maximum Stock for Minimum Filing Fee: None.

    No. of Directors: The corporation may have 1 director.

    Paid in Capital: There is no minimum amount of paid in capital required to commence business .

    Purpose: No specific business purpose is required.

    Preemptive Rights: Granted unless specifically denied.

    Cumulative Voting: Granted unless specifically denied.

    Incorporator: Incorporator may be anyone over 18 years of age and does not have to be a resident of Washington.

    Execution and Filing: Submit one executed original of the certificate of incorporation to the WA SOS (required to be printed and signed in black ink). May be fax filed.

    Filing Fee: $175 payable to the "Secretary of State".

    Post-Filing: Within 120 days of the date of incorporation, the Initial Report must be filed with the WA SOS.

    Submit to the Department of Licensing a Master Business Application (official form).

    Regulated Industries: The corporate name may not contain any of the words: "Bank," "banking," "banker," "trust," "cooperative," or any combination of the words "industrial" and "loan," or any combination of any two or more of the words "building," "savings," "loan," "home," "association," and "society," or any other words or phrases prohibited by any statute of Washington State.


    Incorporations, Generally

    A corporation is a legal entity created through and subject to the state laws of its state of incorporation. The separate legal existence of a corporation begins when the charter is filed with the secretary of state of the state of incorporation. State laws vary regarding the documents required to organize a corporation and the management of its internal affairs and corporate powers.

    LeapLaw's Incorporation Checklist identifies the information needed for an incorporation.

    A complete incorporation process generally consists of:

  • Determining name availability and possibly reserving the name

  • Performing trademark, trade name and domain name preliminary or full searches

  • Preparing a charter document for filing

  • Drafting bylaws

  • Preparing consent of incorporator (if applicable under relevant state law)

  • Preparing an organizational consent of directors

  • Obtaining the federal tax identification number by preparing IRS Form SS-4

  • Preparing IRS Form 2553 (if the company intends to qualify as an S corporation pursuant to the Internal Revenue Code)

  • Preparing a specimen stock certificate as well as all stock certificates of representing the initial stock issuance

  • Creating a stock ledger

  • Preparing and filing applications of foreign qualifications (if any)

  • Organizing the minute book

    For more information regarding incorporations, see LeapLaw's Incorporation Best Practice Summary.

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  • Foreign Qualification Summary (Washington)
    Pursuant to the Washington Business Corporation Act (RCW (§ 23B.15 et seq.) a foreign corporation, may not transact business in Washington until it files an Application for Certificate of Authority with the Washington Secretary of State (WA SOS).

    Name of Corporation: Name must contain "corporation" "company" "incorporated" "limited" or abbreviation thereof.

    Fictitious Name: If the corporate name is not available and a fictitious name must be used, the director's resolution authorizing the use of the fictitious name must be attached to the certificate of authority.

    Good Standing Certificate: An original certificate of the corporation's legal existence issued from its domestic state, dated no more than 60 days earlier, must be attached to the Application for Certificate of Authority.

    Officers and Directors: A list of officers and directors with addresses is required.

    Filing and Execution: The filing is signed by an officer of the company. Original executed copy is filed with the Secretary of State.

    Regulated Industries: Foreign insurance companies file a certificate of authority with the insurance commissioner rather than the WA SOS.

    Foreign Qualifications, Generally

    A business entity is initially recognized as a legal entity only in its state of incorporation or formation. If the company plans to "do business" in any other state, it must qualify or register before doing so. State laws, found at LeapLaw's Corporate/LLC Connection provide requirements for business entities doing business in each state.

    For more information regarding doing business in foreign states, see LeapLaw's Foreign Qualification Best Practice Summary.

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    LLC - Formation Summary (Washington)
    Pursuant to the Washington Limited Liability Company Act (RCW § 25.15 et seq.), a limited liability company forming in Washington files an Certificate of Formation with the Washington Secretary of State (WA SOS).

    LLC Name: The LLC name must contain "Limited Liability Company" "Limited Liability" and abbreviations "Co." "L.L.C." or "LLC".

    No. of Members: The LLC may have 1 member.

    Execution and Filing: Signed by "organizer(s)" and executed by the resident agent in black ink. One original is submitted. Submit to the Department of Licensing a Master Business Application (official form).

    Post-Filing: Within 120 days of the date of formation, the Initial Report must be filed with the Secretary of State.

    Filing Fee: $175.00 payable to the "Secretary of State".

    LLC Formation, Generally

    A limited liability company (LLC) is an entity created by state statute offering limited liability protection to its members (owners) similar to that enjoyed by stockholders of a corporation. LLC statutes exist in all 50 states.

    LeapLaw's LLC/LLP Checklist identifies the information needed for an LLC formation.

    A complete formation process generally consists of:

  • Determining name availability and possibly reserving the name

  • Performing trademark, trade name and domain name preliminary or full searches

  • Preparing the formation certificate for filing with the secretary of state

  • Drafting an operating agreement

  • Preparing an organizational consent of managers or members

  • Obtaining the federal tax identification number by preparing IRS Form SS-4

  • Preparing and filing applications of foreign registrations (if any)

  • Organizing the company records book

    For more information regarding the general formation process see LeapLaw's Limited Liability Company Best Practice Summary.

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  • Recommended Service Companies (Washington)
    The service companies listed below are members of NRAI’s Affiliate Network. These companies are high-quality service companies that deliver double the service for a fraction of the cost of the larger companies.

    So whether you’re looking to save significant money on Registered Agent services or double the service for half the price on corporate and UCC services, we strongly encourage you to contact:

    CLAS Information Services
    2020 Hurley Way, Suite 350
    Sacramento, CA 95825
    Phone: 800.447.6237 / 916.564.7800
    Fax: 916.564.7900

    ------------------------------------------------

    Charles Baclet and Associates, Inc.
    2030 Main Street, Suite 1030
    Irvine, CA 92614
    Phone: 800.562.6439 / 949.955.9585
    Fax: 949.955.9590

    ------------------------------------------------

    Unisearch
    1780 Barnes Boulevard, SW
    Building G
    Tumwater, WA 98512-0410
    Phone: 360.956.9500 / 800.722.0708
    Fax: 800.531.1717
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    UCC Filings (Washington)
    UCC Financing Statements are filed in Washington with the Department of Licensing (WA DOL) in Washington State. Fixture filings will be filed at the county level where the mortgage is registered.

    Filing: UCC financing statements may be filed online.

    UCC Forms

    Fees: Original filings and amendments $8.00.

    UCC Filings, Generally

    Once a security interest has been granted in collateral in exchange for credit or some other funding, usually by entering a security agreement, the security interest should be “perfected” by filing evidence of such interest with the appropriate governmental authorities. Perfection of a security interest strengthens the legal rights of the creditor to the collateral in the event that the debt is not repaid in a timely fashion or some other default occurs.

    Revised Article 9 (RA-9) of the Uniform Commercial Code (UCC) provides that perfection is completed by filing financing statements (or UCC filings) with appropriate filing offices. Historically, UCC filings were made everywhere the debtor had tangible property or offices and/or was otherwise conducting business.

    In July 2001, Article 9 and state UCC laws in all 50 states were revised in an effort to simplify filing requirements. Revised Article 9 ("RA-9") was adopted by all 50 states and the U.S. Virgin Islands with staggered effective dates, but most states adopted some form of RA-9 effective July 1, 2001. Under RA-9 only one filing is required, except as noted below. The appropriate place to file is generally the office of the secretary of state in the jurisdiction of incorporation or organization of the debtor (or the domicile or principal place of business, if an individual or an unincorporated entity). Transition to Revised Article 9 was completed as of July 1, 2006.

    Fixture Filings: Under Revised Article 9, fixture filings affecting real estate are still filed in the office where a mortgage would be recorded. Other than creating the ability to file with a standard national form, RA-9 has had no effect on real estate related filings.

    Foreign Debtors

    A financing statement to be filed against a foreign debtor, without a principal place of business in the United States, is filed in Washington DC. If the foreign debtor maintains a principal office in the United States, the financing statement is filed in the state in which it is registered.

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