Corporation Registered-Agent Change and Resignation Requirements in Washington
At a glance
| Governing law, entity, agent, and scope | Washington Business Corporation Act plus chapter 23.95 RCW common filing and registered-agent rules; ordinary domestic Title 23B business corporation, commercial or noncommercial agent—not a provider contract or foreign registration (RCW 23B.01.010; 23.95.105, .400-.455) |
|---|---|
| Continuous agent and office; eligibility | Continuously maintain Washington agent; commercial agent is listed person; noncommercial agent may be individual, domestic/foreign entity, government, or office/position within corporation; cited scheme states no separate age or residency test, but noncommercial filing uses Washington street address (RCW 23.95.105(3), (22), (27), (35), .405-.415) |
| Corporation change authority and internal approval | Corporation executes statement changing agent or filed agent information; interest holders and governors expressly need not approve, so no shareholder or board approval is required for this filing route (RCW 23.95.430(1)-(2)) |
| Statement contents, signer, consent, and filing | State entity name and commercial-agent name or noncommercial name/address or office/position and delivery address; new agent's prior consent accompanies statement; authorized representative executes with name/capacity; no seal, attestation, acknowledgment, or verification (§§ 23.95.200, .415, .430) |
| Registered-office and agent-office address rules | Washington uses registered-agent address, not a separate registered-office item; noncommercial filing states Washington street address and different in-state mailing address; commercial listing states Washington service place (§§ 23.95.410, .415, .420) |
| Agent-initiated, bulk, and commercial-agent changes | Noncommercial agent files name/address change for each represented entity and promptly notifies it; commercial agent files name/address/type/jurisdiction change once, effective for every represented entity, with prompt notice; unfiled address change permits listing cancellation (§§ 23.95.435-.440) |
| Agent resignation, notice, delay, and successor gap | Agent-executed statement gives entity/agent names, resignation, and notice address; agent promptly notifies entity of filing date; effective earlier of day 31 after filing or new-agent designation. Commercial-listing termination instead ends at 12:01 a.m. on day 31 (§§ 23.95.425, .445) |
| Effective time, fee, report, and correction routes | Change filing effective at filed time or permitted delayed time/date up to 90 days; agent change/designation and resignation no fee, with optional $100 three-working-day or $150 same-day service; differing initial/annual-report agent data counts as change; correction relates back subject to reliance (§§ 23.95.210, .220, .255(6); WAC 434-112-080, -085) |
| Service, default, dissolution, foreign, and contract boundaries | Service steps from agent to tracked principal-office delivery, person in charge at regular business place, then Secretary of State; other legal means remain. No agent for 30 consecutive days permits dissolution proceeding, notice, and 60-day cure; commercial-listing termination preserves contract rights (§§ 23.95.425(4), .450, .605-.610; RCW 23B.14.200) |
Requirements one by one
The corporation's change needs consent, but no board or shareholder vote
RCW 23.95.430 requires the corporation's statement to give its name and either the commercial agent's registered name or the noncommercial agent's name and Washington address, including an office-or-position designation when used. A new agent's prior consent in a record must appear on or accompany the filing.
The same section expressly says the corporation's interest holders and governors need not approve. For a business corporation those actors are shareholders and directors under RCW 23.95.105, so the statement route does not require a separate shareholder or board action. RCW 23.95.200 instead focuses on execution by an authorized person, with the signer's name and capacity and no required seal, attestation, acknowledgment, or verification.
Washington separates noncommercial and commercial agent records
RCW 23.95.405 requires continuous maintenance of a registered agent. A noncommercial agent may be an individual, entity, government body, or an office or position within the corporation. RCW 23.95.410 requires the filing to state a Washington street address and a different Washington mailing address when applicable. The statute does not create a separate corporation registered-office item.
A commercial agent uses the listing system in RCW 23.95.420. Its listing states its identity, that it is in the commercial-agent business, and its Washington service location. That distinction matters because a corporation changing to a listed commercial agent supplies the registered name rather than repeating a noncommercial agent's address.
Agent-filed updates operate differently for the two agent types
Under RCW 23.95.435, a noncommercial agent files a name or address change for each represented corporation and promptly gives that corporation notice in a record. Under RCW 23.95.440, a commercial agent can file one change of name, address, entity type, or formation jurisdiction that updates every represented entity. It then promptly notifies each represented entity of a name or address change. Failure to file a commercial address change allows the Secretary of State to cancel the listing with the same effect as termination.
Resignation and commercial-list termination have related day-31 rules
RCW 23.95.445 requires an agent's resignation statement to name the corporation and agent, state the resignation, and give the address where the agent will send notice. The agent promptly tells the corporation the filing date. Resignation ends on the earlier of the thirty-first day after filing or designation of a new agent.
RCW 23.95.425 separately governs termination of an entire commercial-agent listing. It takes effect at 12:01 a.m. on day 31 and requires prompt notice to every represented entity. The section expressly preserves contractual rights between the agent and its clients; ending the public listing does not decide a private provider dispute.
Reports, corrections, fees, and effective dates remain separate
RCW 23.95.255 treats different agent name or address information in an initial or annual report as a statement of change under RCW 23.95.430. A corporation can therefore update the record through that report route, including the successor- consent requirement when it names a new agent.
RCW 23.95.220 is a correction route for information already inaccurate when filed, defective execution, or defective electronic transmission; it relates back subject to protection for an adversely affected person who relied on the old record. Under RCW 23.95.210, an ordinary change filing may instead take effect at its filed time or a permitted delayed time or date no more than 90 days later.
WAC 434-112-085 charges no fee for an agent designation, change, resignation, or appointed-without-consent resignation. WAC 434-112-080 separately prices optional three-working-day expedited service at $100 and paper counter same-day service at $150.
What trips people up
The resignation interval and the dissolution clock do not start the same way. RCW 23.95.445 can end the old appointment on day 31, while RCW 23.95.605 makes 30 consecutive days without any registered agent a ground for administrative dissolution. RCW 23.95.610 then requires notice and gives the corporation 60 days to cure or disprove the ground before dissolution. RCW 23B.14.200 makes that common chapter 23.95 process the corporation rule.
Service also follows a statutory ladder rather than stopping when the agent cannot be reached. RCW 23.95.450 moves from tracked delivery to the principal office, to the person in charge of a regular place of business, and then to the Secretary of State. The section preserves other service methods available under other law.
Common questions
Can the corporation name an internal office instead of a person?
Yes. RCW 23.95.415 permits the title of an office or other position within the corporation when service and notices are directed to the individual holding that position, at the filed Washington address.
Does a commercial agent need a separate consent for each corporation?
The appointment rule requires prior consent in a record filed with or as part of the record first appointing the agent. A later commercial-agent self-update is a different filing that changes all represented records under RCW 23.95.440.
Does administrative dissolution itself end the agent's authority?
No. RCW 23.95.610 expressly says administrative dissolution does not terminate the registered agent's authority.
Statutes and sources
- RCW 23B.01.010 and 23B.14.200. Corporation-act identity and adoption of the common administrative-dissolution process. Official current text accessed August 23, 2026.
- RCW 23.95.105, .200-.220, .255, .400-.455, and .605-.610. Definitions, filing, approval, consent, address, agent changes, resignation, service, annual report, correction, and dissolution. Official current chapter text accessed August 23, 2026.
- WAC 434-112-080 and -085. Current ordinary, expedited, and same-day fees, accessed August 23, 2026.
Source links
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