Foreign LLP Registration in Washington

Washington's partnership act sends an out-of-state LLP to the general registration article. RCW 25.05.555 says that, before transacting business, a foreign limited liability partnership registers with the Secretary of State in accordance with Article 5 of chapter 23.95 RCW. Registration brings the partnership under RCW 23.95.500, so the law of its home jurisdiction still governs the partners' relationships and liability, and the partnership gains no extra rights over a Washington LLP (RCW 25.05.550).

The Corporations and Charities Division in Olympia keeps the record. LLPs file the profit-entity Foreign Registration Statement, which is also what LPs, LLLPs and profit corporations use, through the online CCFS system or on paper to PO Box 40234. Whoever signs does so under penalty of law, and there is no notary block. The Division issues a UBI number when it accepts the filing, if the partnership has none.

Washington leaves the call to you. The Secretary of State states that it does not evaluate whether a business is doing business in the state, and it recommends legal advice, since liability, licensing, tax and insurance all turn on the answer. RCW 25.05.565 points LLPs to the shared roster in RCW 23.95.520, which describes itself as including but not limited to the following activities that do not count:

• Pursuing, defending or compromising a lawsuit, arbitration or claim
• Partner meetings and other internal governance
• Maintaining accounts at financial institutions
• Maintaining a registry or custodian for interests the partnership itself issues
• Selling by way of independent contractors
• Soliciting orders that become binding only upon acceptance outside Washington, so long as delivery and installation are the only local performance
• Borrowing against assets through mortgages or liens, and collecting or enforcing them
• A one-time transaction wrapped up in a month with no repeating pattern behind it
• Owning, without more, property
• Interstate commerce
• Running an approved branch campus for an out-of-state degree-granting institution
• Employing a remote worker who resides in Washington

That last entry is recent, effective June 11, 2026. A partner of a partnership that does business here is not, merely by being a partner, doing business here personally. The roster does not decide service of process, tax or other regulatory questions. Professional partnerships should also consider their licensing boards. A Washington office, local staff or steady local clients are the facts that most often tip the answer toward registering.

The state's registration fee for an LLP is $180. Anyone filing through CCFS also pays a $20 online charge under the state's rules, while a mailed check or money order skips that charge. An optional expedite adds $100, and no fee comes back once paid.

The form asks for:

• The LLP's name as printed on the home certificate, and an alternate Washington name if required
• The entity type
• Jurisdiction, formation date and duration in the home state
• A principal office street address, which must be physical, plus an email
• The governors, who for a partnership are its partners; no business may govern itself
• What the LLP will do in Washington, and the date it began or will begin
• A named Washington registered agent, whose own signature consents to the role
• A registration start date that can be deferred up to 90 days

Home-state organizing documents are not requested, and the online screens warn against uploading agreements or other internal papers.

Washington asks for one home-state document, and RCW 23.95.510(2) defines it: a certificate of existence or similar record, authenticated by the home office that keeps the LLP's records, and issued no earlier than sixty days before you submit. The statute does not describe a separate LLP-status document, so what you request from the home office is its standard certificate of existence or good standing.

Because of the short window, request it near the filing day. A statement lacking the certificate is returned for correction. An online filer uploads an image, and the rule at WAC 434-112-070 then requires holding on to the original and sending it in ten business days after a demand from the Division or the Attorney General. What the document costs depends on where the LLP was formed.

RCW 23.95.305(4) wants the name of a limited liability partnership to contain "limited liability partnership," or LLP or L.L.P. A foreign LLP that styles itself a registered limited liability partnership, with R.L.L.P. or RLLP, may carry those words onto its Washington statement. If the home name is unavailable here, an alternate name goes in the DBA line under RCW 23.95.525.

Registered agent

RCW 25.05.580 obliges a foreign LLP to designate and continuously maintain a registered agent under Article 4 of chapter 23.95 RCW. The choices are a commercial registered agent that the Secretary of State lists, or a non-commercial agent: any individual or business with a Washington street address that agrees to accept legal papers, or a named office or position at the LLP. A signed consent is mandatory in every case.

Addresses have to be physical Washington addresses. PO boxes and private mailboxes are refused, and the registered office is characterized by the Secretary of State as the place the agent is located in business hours. An agent's resignation is effective 31 days after filing. Changing agents and resigning carry no filing fee.

The LLP files an annual report every year, due at the end of the month it registered, and the state takes it as early as 180 days beforehand. It costs $70. Filing late adds a $25 delinquent fee. An amended annual report, used to update the principal office or governors, costs $10. Letting fees, reports or the agent lapse invites termination. A warning goes to the agent, and if the defect is still there when sixty days have run from the notice's effective date, the registration is over. Coming back uses the same statement, with the delinquent report fees added.

Amending the registration, for a name, jurisdiction, principal office or agent change, costs $30, and a name change at home requires a copy of the home-state document. Withdrawal is handled with a Statement of Withdrawal that the state files free. Washington tax registration and the business license through the Department of Revenue come after registration and depend on what the partnership does.

RCW 25.05.560 makes an unregistered foreign LLP subject to RCW 23.95.505. The result is a bar on bringing any Washington suit until the LLP is registered and has cleared what it owes for its unregistered years, and successors and assignees inherit the bar. Service of process on an unregistered LLP can be made through the Secretary of State under RCW 23.95.450.

Back fees accrue as well, with statutory penalties added. There is no flat penalty or daily rate. The partnership's agreements and acts stay valid, counterparties keep the right to sue on them, and it may defend a lawsuit. The partners' liability limits are not waived solely because of the lapse, and the Attorney General has authority to sue for an order stopping business done in violation of the chapter.

LLPs sit outside the entity types handled by Mainstay Filing's foreign qualification checkout, so the statement is a job for the partners or their lawyer. Mainstay Filing's offer is a Washington registered agent for $149 a year, unchanged from year one through each renewal. Your statement lists Mainstay Filing's Washington address as the registered office, and that entry is public.

Papers served on Mainstay Filing for your partnership turn up as a scan in your account within the day, at no fee. Letters from government agencies get a free scan for the first three of the year. If the LLP already has another agent, Mainstay Filing submits the change-of-agent statement and passes along only the state's charge, currently none. The Washington registered agent page explains the service. Mainstay Filing is not a law firm.