Washington Registered Agent

Get A Registered Agent

Fast registered agent service with no hidden fees.

Foreign Registered Agent in Washington

What Is a Foreign Filing Entity in Washington?

A foreign entity in Washington is any organization governed as to its internal affairs by the law of a jurisdiction other than Washington State. The Uniform Business Organizations Code, codified in Title 23.95 RCW, defines “foreign” with respect to an entity as one “governed as to its internal affairs by the law of a jurisdiction other than this state.” This definition reaches entities organized in other U.S. states, the District of Columbia, U.S. territories, and countries outside the United States.

Washington requires every foreign entity to register with the Secretary of State before doing business in the state. Under RCW 23.95.505, a foreign entity “may not do business in this state until it registers with the secretary of state.” Once registered, the entity must continuously designate and maintain a registered agent and registered office in Washington for as long as its registration remains active. Registration does not create a new organization under Washington law — it grants the existing foreign entity legal authority to operate within Washington’s borders, while internal governance remains subject to the entity’s home jurisdiction.

Which Out-of-State Entities Are Required to Register in Washington?

Every foreign filing entity that does business in Washington must register with the Washington Secretary of State before conducting that business. The Uniform Business Organizations Code applies a single registration framework to all entity types whose formation required a public filing in their home jurisdiction. Washington does not maintain separate registration statutes for each entity type — instead, Title 23.95 RCW serves as the unified registration chapter, while the entity-specific statutes (Title 23B for corporations, Title 25.15 for LLCs, and so on) incorporate its requirements by reference.

The following foreign entity types must register with the Secretary of State:

  • Foreign profit corporations (Title 23B RCW)
  • Foreign professional service corporations (RCW 23B and 18.100 RCW)
  • Foreign nonprofit corporations (Title 24.03A RCW)
  • Foreign limited liability companies (Title 25.15 RCW)
  • Foreign professional limited liability companies (Title 25.15 RCW)
  • Foreign limited partnerships (Title 25.10 RCW)
  • Foreign limited liability limited partnerships (Title 25.10 RCW)
  • Foreign limited liability partnerships (RCW 25.05.500)
  • Foreign professional limited liability partnerships
  • Foreign bank corporations, savings banks, savings and loan associations, and credit unions (RCW 30A, 30B, 32, 33, or 31.12)

Washington determines whether a foreign entity must register by asking whether the entity is “doing business” in the state. Rather than providing an affirmative definition of that phrase, RCW 23.95.520 lists activities that do not constitute doing business, including maintaining or defending legal proceedings, holding internal meetings, maintaining bank accounts, selling through independent contractors, soliciting orders that must be accepted outside the state, creating or collecting debts, owning property without more, conducting an isolated transaction completed within 30 days, and doing business in interstate commerce. The statute notes that this list is non-exhaustive, which means other activities may also fall below the threshold. The Secretary of State does not make individual determinations about whether a particular entity’s activities qualify; each entity must evaluate its own operations and, when the answer is unclear, consult legal counsel.

Registered Agent Requirements for Foreign Entities Under Washington Law

Washington applies a single set of registered-agent eligibility rules to all entities — domestic and foreign alike — under RCW 23.95.405. Every registered foreign entity must designate and maintain a registered agent in Washington for the full duration of its registration. The rules distinguish between two categories of registered agent — commercial and noncommercial — but both must meet the same baseline standard: the agent must maintain a physical street address in Washington and must have consented to the appointment before any filing is submitted.

Option A — A Commercial Registered Agent — An individual or organization that has filed a commercial listing statement with the Secretary of State may serve as a registered agent for multiple entities. Commercial registered agents appear on a public list in the Corporations and Charities Filing System and are available for hire by any business. They must maintain a Washington street address and comply with the bulk-update and listing requirements in RCW 23.95.420.

Option B — A Noncommercial Registered Agent — Any individual with a physical address in Washington, or any business entity authorized to operate in Washington, may serve as a noncommercial registered agent. The entity may also designate a position or office title (such as “Managing Member” or “Corporate Secretary”) to perform the registered agent function, in which case the person holding that position at the time of filing must sign the consent. The foreign entity itself cannot serve as its own registered agent.

Under RCW 23.95.415, “a registered agent shall not be appointed without having given prior consent in a record to the appointment.” That consent must be delivered to the Secretary of State “in such form as the Secretary of State may prescribe” and filed with or as part of the record that first appoints the agent. If any person is appointed without consent, that person may deliver a notarized statement to the Secretary of State to have the name removed immediately.

The table below outlines Washington’s registered-office requirements.

Requirement Rule
Address type Physical street address in Washington
P.O. Box Not permitted as the registered office address
Private mailbox (PMB) Not permitted
Mail-forwarding service Does not satisfy the requirement on its own
Telephone answering service Does not satisfy the requirement
Location Must be in Washington State
Availability Must be accessible for in-person delivery of legal process during regular business hours
Match to the agent The registered office must be the address where the registered agent maintains a business presence

How to Designate a Registered Agent When Registering a Foreign Entity in Washington

A registered agent is designated directly within the Foreign Registration Statement filed with the Washington Secretary of State. There is no separate agent-appointment form — the agent’s name, address, and signed consent are embedded in or accompany the registration filing itself. Because Washington uses a unified registration framework under Title 23.95 RCW, this process is the same for foreign corporations, LLCs, limited partnerships, LLPs, and every other registering entity type. Both online and paper registration filings require the agent’s information and consent.

  1. Choose an eligible registered agent — either a noncommercial registered agent (an individual residing in Washington or an entity authorized to do business in Washington) or a commercial registered agent already listed with the Secretary of State. The foreign entity cannot serve as its own agent.
  2. Obtain the agent’s prior written or electronic consent. The consent must be delivered to the Secretary of State as part of the registration filing, on the form or attached to it.
  3. Complete the registered agent section of the Foreign Registration Statement, providing the agent’s full legal name, the agent type (commercial or noncommercial), the registered office physical street address in Washington (not a P.O. Box or PMB), and a contact email address.
  4. File the registration statement through the Corporations and Charities Filing System for online submission, or mail the completed paper form to: Secretary of State, Corporations & Charities Division, P.O. Box 40234, Olympia, WA 98504-0234.
  5. Pay the applicable filing fee for the entity type (see the registration forms table below).

Note: A foreign entity that has been doing business in Washington without registering is liable under RCW 23.95.505 for all fees that would have been assessed had it registered on time, plus all penalties for late payment. The entity also cannot maintain a court action in Washington until it registers and pays those amounts.

The table below compares the two available filing methods.

Method Portal / Address Processing Time Extra Fee
Online Corporations and Charities Filing System Typically, the same or next business day None
Mail P.O. Box 40234, Olympia, WA 98504-0234 Standard processing (varies) None
In-person 801 Capitol Way S., Olympia, WA 98501 Same-day available for $150 $150 same-day fee

Expedited service by mail is available for an additional $100 per entity, generally processed within three business days.

Registration Forms by Entity Type for Foreign Entities

Each foreign entity type files a Foreign Registration Statement with the Secretary of State and pays a filing fee that varies by entity classification. Washington uses a streamlined approach: most profit entity types share a single registration form, while nonprofit entities use a separate form. All forms are accessible through the Secretary of State’s Filings, Forms & Information page.

Entity Type Form Filing Fee
Foreign profit corporation Foreign Registration Statement — Profit Entity Types $180
Foreign professional service corporation Foreign Registration Statement — Profit Entity Types $180
Foreign nonprofit corporation Foreign Registration Statement — Nonprofit & Nonprofit Prof. Service Corporation $30
Foreign nonprofit professional service corporation Foreign Registration Statement — Nonprofit & Nonprofit Prof. Service Corporation $30
Foreign LLC Foreign Registration Statement — Profit Entity Types $180
Foreign professional LLC (PLLC) Foreign Registration Statement — Profit Entity Types $180
Foreign limited partnership (LP) Foreign Registration Statement — Profit Entity Types $180
Foreign limited liability limited partnership (LLLP) Foreign Registration Statement — Profit Entity Types $180
Foreign limited liability partnership (LLP) Foreign Registration Statement — Profit Entity Types $180
Foreign professional limited liability partnership (PLLP) Foreign Registration Statement — Profit Entity Types $180
Foreign bank corporation, savings bank, or savings & loan Foreign Registration Statement — Bank Corp, Savings Bank, Savings & Loan, Credit Union $180
Foreign credit union Foreign Registration Statement — Bank Corp, Savings Bank, Savings & Loan, Credit Union $30

Note: Online filing for foreign nonprofit corporations and foreign nonprofit professional service corporations is not currently available through the Corporations and Charities Filing System. Those entities must submit paper forms by mail or in person. All other foreign entity types listed above may file online.

Washington accepts payment by cash, check, money order, Visa, MasterCard, or American Express. All payments must be in U.S. dollars and are nonrefundable under WAC 434-112-075.

What Happens If a Foreign Entity Fails to Maintain a Registered Agent in Washington?

The Secretary of State is authorized to terminate a foreign entity’s registration when the entity fails to maintain a registered agent, fails to file an annual report, or fails to pay required fees. Under RCW 23.95.550, the termination process follows a fixed notice-and-cure structure that applies equally to all registered foreign entity types. The grounds for termination also include failure to update the agent’s name or address after a change, and the filing of a materially false document with the Secretary of State.

  1. The Secretary of State determines that one or more grounds for termination exist and delivers written notice to the entity’s registered agent or, if no agent is on file, to the entity’s principal office.
  2. The entity has 60 days from the effective date of the notice to cure every ground stated — for example, by designating a new registered agent, filing overdue annual reports, or paying delinquent fees.
  3. If the entity does not cure within the 60 days, the Secretary of State terminates the registration by filing a statement of termination that recites the grounds and the effective date.

The consequences of a terminated registration are substantial. The table below summarizes the key outcomes.

Consequence Authority
Loss of authority to do business in Washington RCW 23.95.550(4)
Inability to maintain a court action in Washington until re-registered RCW 23.95.505(2)
Liability for all fees and penalties that would have applied during the unregistered period RCW 23.95.505(5)
Attorney General may seek an injunction against continued business activity RCW 23.95.555
Secretary of State becomes substitute agent for service of process if entity cannot otherwise be served RCW 23.95.450(4)
Entity’s name protection on Washington records may lapse RCW 23.95.550

Reinstatement — A foreign entity whose registration has been terminated may apply for reinstatement with the Secretary of State. The reinstatement fee is $140, and the entity must also pay all missed annual report fees (currently $70 per year for most profit entity types). The entity must designate a new registered agent if the previous agent is no longer serving. Reinstatement applications are available through the Corporations and Charities Filing System or by paper. An entity must apply within five years of the termination date to be eligible for reinstatement.

How to Change a Registered Agent for a Foreign Entity Registered in Washington

A registered foreign entity may change its registered agent or registered office at any time by filing a statement of change with the Secretary of State. Under RCW 23.95.430, the same filing and process apply to all entity types — foreign corporations, LLCs, limited partnerships, LLPs, and every other registered entity. The filing fee for a statement of change is no fee (free of charge) according to the Secretary of State’s fee schedule.

  1. Obtain the new registered agent’s prior consent in a record, which must accompany the statement of change or be attached to it in the form prescribed by the Secretary of State.
  2. Complete the statement of change, including the entity’s legal name, the new agent’s name, the new registered office physical street address in Washington, and the agent type (commercial or noncommercial).
  3. File the statement through the Corporations and Charities Filing System or submit a paper form by mail or in person. An annual report or amended annual report may also be used to update registered agent information if the entity is within its filing window.
  4. No filing fee is required for this change.

The change becomes effective when the Secretary of State files the statement, unless the entity specifies a delayed effective date.

If the entity’s annual report filing window is open (within 180 days of the annual report due date), the agent change can be made through the annual report itself. If the entity is outside the annual report window, it may use an amended annual report or a standalone statement of change.

Commercial registered agent changes — Under RCW 23.95.440, a commercial registered agent that changes its own name, address, entity type, or jurisdiction of formation may file a single statement updating the record for all entities it represents. This bulk-update filing spares each individual entity from having to submit its own change form.

Resignation — A registered agent may resign by filing a statement of resignation under RCW 23.95.445. There is no fee for this filing. The statement must include the entity’s name, the agent’s name, a statement that the agent resigns, and the entity’s address so the Secretary of State can notify it. The resignation takes effect on the earlier of the 31st day after filing or the date a new registered agent is designated. If the entity does not appoint a replacement agent within that window, legal process may still be served on the entity by mail to its principal office address or, ultimately, through the Secretary of State as a fallback under RCW 23.95.450.

Withdrawal and Termination of Foreign Entity Registration in Washington

A foreign entity that stops doing business in Washington — or that has dissolved, merged, or otherwise ceased to exist in its home jurisdiction — must formally end its Washington registration. Failing to do so leaves the entity subject to ongoing annual report obligations and fees, even if the entity has no remaining Washington operations. Washington’s unified code provides two pathways: voluntary withdrawal for entities that still exist, and termination of registration for entities that no longer exist.

Voluntary Withdrawal — A registered foreign entity that still exists in its home jurisdiction files a Statement of Withdrawal under RCW 23.95.530. The statement must include the entity’s name and jurisdiction of formation, confirm that the entity is not doing business in Washington and withdraws its registration, revoke the authority of its registered agent, and provide an address for future service of process. For foreign corporations specifically, the statement must be accompanied by a revenue clearance certificate issued by the Washington Department of Revenue under RCW 82.32.260. After withdrawal, the Secretary of State retains authority to accept service of process for claims arising while the entity was registered.

Termination upon Dissolution or Merger — If a foreign entity has dissolved or disappeared as a result of a merger in its home jurisdiction, the Secretary of State may terminate its registration upon receiving a duly authenticated certificate from the home-state filing official confirming that fact. This is an administrative process — the entity (or its successor) may also file a statement of withdrawal to formalize the end of the registration.

Transfer of Registration — Under RCW 23.95.545, if a registered foreign entity merges into a nonregistered foreign entity or converts to a different foreign entity type that itself must register, the registration may be transferred rather than withdrawn and re-filed.

The following table lists the withdrawal and termination filings with their associated fees.

Entity Type Filing Fee
Foreign profit corporation Statement of Withdrawal — All Foreign Entity Types No fee
Foreign nonprofit corporation Statement of Withdrawal — All Foreign Entity Types No fee
Foreign LLC Statement of Withdrawal — All Foreign Entity Types No fee
Foreign PLLC Statement of Withdrawal — All Foreign Entity Types No fee
Foreign LP / LLLP Statement of Withdrawal — All Foreign Entity Types No fee
Foreign LLP / PLLP Statement of Withdrawal — All Foreign Entity Types No fee
All types — Administrative Termination (entity dissolved or merged in home state) Statement of Termination filed by Secretary of State —

Note: Foreign corporations withdrawing from Washington must attach a revenue clearance certificate from the Washington Department of Revenue. Other entity types are not subject to this requirement under RCW 23.95.530.

Frequently Asked Questions: Foreign Entities and Registered Agents in Washington

Does a foreign entity need a separate registered agent for Washington, even if it already has one in its home state?

Yes. Washington requires every registered foreign entity to designate and maintain a registered agent that independently meets Washington’s eligibility standards. An agent serving in the entity’s home state does not satisfy this obligation unless that same individual also resides in Washington and maintains a physical office here, or the same organization is authorized to do business in Washington and maintains a Washington street address. This rule applies to all foreign entity types equally — corporations, LLCs, limited partnerships, and LLPs. The requirement is established in RCW 23.95.405, which mandates that every registered foreign entity designate and maintain a registered agent in the state.

What is the difference between a Certificate of Authority and a Certificate of Registration?

Washington uses the term Foreign Registration Statement rather than “application for certificate of authority.” When the Secretary of State accepts the registration statement, the entity receives a filing confirmation acknowledging its registration. Older terminology from other states — “certificate of authority” or “certificate of registration” — may still appear in reference materials, but under Washington’s Uniform Business Organizations Code in Title 23.95 RCW, the operative filing is the foreign registration statement. All three terms describe the same functional outcome: legal authorization for a foreign entity to do business in the state.

Can a foreign entity use a P.O. Box as its Washington registered office address?

No. Under RCW 23.95.415, the registered office must be a physical street address in Washington where the registered agent maintains a business presence and where service of process can be personally delivered during regular business hours. A P.O. Box, private mailbox (PMB), or mail-forwarding service does not qualify. The Secretary of State’s registered agents page confirms that PO Boxes and PMBs are prohibited. If the entity does not have a physical address in Washington, it may hire a commercial registered agent that does.

What happens if we close our Washington office but our registered entity is still active?

Closing a physical office in Washington does not end the entity’s registration or relieve it of ongoing obligations. As long as the foreign entity remains registered, it must continue to maintain a registered agent and registered office in the state and must file annual reports with the Secretary of State. If the entity has genuinely stopped doing business in Washington, it should file a Statement of Withdrawal to formally cancel its registration. Allowing the registration to remain active without maintaining compliance can lead to administrative termination, accumulated delinquent fees, and loss of name protection.

Does registering a foreign entity in Washington create a new legal entity?

No. Filing a Foreign Registration Statement grants an existing entity authority to do business in Washington but does not create a separate legal organization. The foreign entity continues to be governed by the laws of its home jurisdiction, and its internal affairs — governance, ownership, and liability structure — are unaffected by Washington registration. Under RCW 23.95.500, the law of the jurisdiction of formation governs the entity’s internal affairs regardless of its registration in Washington. This principle holds for every entity type: corporations, LLCs, limited partnerships, LLPs, and all others.

Is a foreign entity required to file annual reports with the Washington Secretary of State?

Yes. Every registered foreign entity must file an annual report with the Secretary of State to maintain its active status. The report is due by the last day of the month in which the entity first registered and may be filed up to 180 days before the due date. The annual report fee is $70 for most profit entity types (including foreign corporations, LLCs, PLLCs, LPs, LLLPs, and LLPs), $10 for nonprofit miscellaneous and mutual corporations, and between $20 and $60 for nonprofit corporations under Title 24.03A RCW, depending on gross revenue. A $25 delinquency fee is added if the report is filed late. Reports may be submitted through the Corporations and Charities Filing System or by paper. Failure to file triggers the 60-day termination notice process under RCW 23.95.550.

If my foreign entity’s registered agent in Washington resigns, how long do I have to appoint a new one?

You have 31 days from the date the agent files its statement of resignation with the Secretary of State. Under RCW 23.95.445, a resignation takes effect on the earlier of the 31st day after filing or the date the entity designates a replacement agent. The resigning agent must promptly notify the entity of the resignation date. If the entity fails to appoint a new agent before the resignation becomes effective, process may be served on the entity by mail to its principal office or, as a last resort, through the Secretary of State under RCW 23.95.450 — an arrangement that provides no meaningful advance notice and should be avoided.

Do I need a certificate of good standing from my home state to register in Washington?

Washington requires the Foreign Registration Statement to include a certificate of existence or a document of similar import from the entity’s home jurisdiction. The instructions for the Foreign Registration Statement specify that this document must be dated within 60 days of submission. If the home jurisdiction calls the document a “certificate of good standing” rather than a “certificate of existence,” that typically satisfies the requirement — the key is that the document must be issued by the proper authority in the entity’s home state and must be current. For online filings, the certificate must be uploaded as an attachment.

What is the filing fee to register a foreign LLC in Washington?

The filing fee to register a foreign LLC in Washington is $180. This fee applies to the Foreign Registration Statement filed under Title 25.15 RCW and is the same amount charged for all profit entity types, including foreign corporations, professional LLCs, limited partnerships, and LLPs. The current fee schedule is published on the Secretary of State’s Fee Schedule / Expedited Service page. No credit-card surcharge is assessed for online payment. After registration, the entity must pay an annual report fee of $70 each year to maintain its active status.