Register a Foreign LLC in Washington State

If your only link to Washington is a staff member who works from home here, the rules just changed in your favor. Washington's list of activities that do not count as doing business (RCW 23.95.520) gained a thirteenth item: employing a remote worker who lives in the state. The change came from House Bill 2248 (Chapter 80, Laws of 2026) and took effect June 11, 2026.

That item sits among twelve older ones, and the statute prefaces the whole list with "include, but are not limited to," so other activities can qualify too. The Secretary of State is blunt that it cannot judge whether a given business is doing business in Washington. The agency points to the statute and stops there.

RCW 23.95.505 sets the baseline: no foreign entity may do business in Washington before registering. "Doing business" and "transacting business" are treated as synonyms and neither is defined. Exempt are the following. Litigating, mediating, or settling a dispute. Internal affairs such as member meetings. Financial accounts. Securities transfer offices. Sales run via independent contractors. Orders requiring approval beyond Washington's borders, provided nothing local happens beyond delivery and installation. Loans, mortgages, and security interests, plus collecting on them. A single transaction completed within thirty days that is not one of a series. Owning property "without more." Interstate commerce. An approved branch campus of a foreign degree-granting school. And the remote worker.

Owning part of a company that operates here, or acting as its governor, does not on that basis alone put you in business in Washington. The statute also says the list does not govern what can subject you to lawsuits, taxes, or other regulation. A Washington storefront, an office, or a payroll beyond one remote worker is the kind of footprint that calls for registration.

Washington has no numbered form. The filing is a Foreign Registration Statement, made online through the Corporations and Charities Filing System (CCFS) by choosing the option to register a business from another state or country, then Foreign Limited Liability Company. A paper version is also accepted, and a successful filing gets you a certificate of registration and a UBI number.

The state fee is $180. Filing online adds a $20 processing fee, which paper filings avoid. Our checkout's state-charge line covers both the filing fee and that online processing fee, so the total you see, $399, is $199 for our work plus those state charges. The state's own timing language is narrow: it says paper filings by mail are processed within 15 business days and gives no standard time for online filings. All fees are non-refundable.

The statement asks for the LLC's name, jurisdiction, and formation date, a statement of its business, the date it began or will begin doing business here, the principal office, the registered agent, and at least one governor (a business cannot be its own governor). The principal office must be a physical address, not a PO box or private mailbox, and it need not be in Washington. All documents are public record. Do not upload operating agreements or ownership details.

Your home state has to supply a good standing or existence certificate (or something equivalent) that is authenticated by the official holding the company's records (RCW 23.95.510(2)). Its issue date cannot be more than 60 days before the day you submit. Leave it off and the statement comes back for correction.

A certified copy of your formation documents is not part of the requirement. For online filings, you upload a digital image of the certificate, keep the original, and be ready to send it to the state within 10 business days if asked. The home state sets the price of the certificate. The name on the statement should match the name on that certificate.

Under RCW 23.95.305 an LLC's name carries "limited liability company," "limited liability Co.," "L.L.C.," or "LLC," and avoids words such as corporation, incorporated, partnership, Ltd., or LP. RCW 23.95.300 also wants it to stand apart from names already on the Secretary of State's records.

If yours falls short or is taken, no registration happens until you choose a substitute name for Washington use (RCW 23.95.525). On the form this appears as the DBA name field. You can use your own name with your jurisdiction of formation added, and you need not file a separate trade-name registration for it. A name reservation costs $30 and lasts 180 days.

A registered foreign LLC must continuously maintain a registered agent in Washington (RCW 25.15.331). The Secretary of State says anyone who consents to accept legal mail and service of process can serve. That includes a commercial agent, a noncommercial person or business with a Washington address, or the title of an office in the company. What the state asks for is a physical Washington street address (PO boxes and private mailboxes are refused), a contact email, and a signed, dated consent to serve.

The statute sets no residency test beyond the address. An agent who is not named with their prior consent is not properly appointed, so make sure whoever you pick has agreed. Changing the agent later costs nothing. The state sends annual report notices to the agent or to an email address you designate.

Washington does not publish a fixed fine or daily penalty. What it does is bar the unregistered entity from maintaining a case in Washington courts until it has registered and settled every fee and penalty tied to the years it operated here uncertified (RCW 23.95.505(2)). A court may also pause a case while it decides whether registration was required.

The entity is liable for the fees it would have owed had it registered and filed its reports on time, plus any penalties the chapter imposes for failing to pay them. The state does not publish the back-fee amount. The form tells you to call for a calculation when requalifying. The Attorney General can also sue to enjoin the company (RCW 23.95.555).

Some things hold up. Contracts remain valid, the counterparty keeps its right to enforce one in court, and the entity may defend a suit. Owners and governors do not lose their liability limits just because registration lapsed.

Every year your LLC owes the Secretary of State an annual report, due at the end of its registration month and fileable as much as 180 days ahead. The fee is $70, with the online processing charge folded in, and a status of delinquent brings a further $25. A reminder goes to the agent or a designated email address 30 to 90 days before the deadline.

An unfiled report or a missing agent lets the state begin termination, and the registration ends if the problem is still uncured 60 days after the notice takes effect. Requalifying costs the registration fee plus all delinquent annual report fees. Amending a name, jurisdiction, principal office, or agent detail costs $30. The Secretary of State also lists a Department of Revenue business license as the next step after registering, and which taxes apply depends on what you do.

A Statement of Withdrawal of Foreign Registration is free. It says the entity is not doing business here and revokes the agent's authority. Only corporations also need a revenue clearance certificate.

Once you answer the checkout questions, we complete the Foreign Registration Statement and deliver it to the state. Your agent for Washington is free through year one and then billed at $149 yearly. Papers that arrive for you are scanned and put in your account that same business day, free.

Today's $399 covers the filing and the opening agent year. Your annual reports, Department of Revenue business license, and tax filings are outside it. Mainstay prepares filings and does not practice law.

The state uses a single statement for profit entities, so a corporation files the same one and the checkout total is likewise $399. A corporation withdrawing later also needs that revenue clearance certificate.