Foreign Qualification Application

Washington Foreign Profit Corporation Registration Worksheet

Purpose and Scope

Use this worksheet to collect information for the Washington Secretary of State's current Foreign Registration Statement — Profit Business Entities (Rev. 6/2025).

This worksheet is limited to a foreign for-profit business corporation. Do not use it for a nonprofit corporation, LLC, partnership, bank, credit union, savings and loan, insurer, or another specially regulated entity. Those entity types may use different forms, statutes, approvals, and fees.

Part 1 — Is Washington Registration Required?

RCW 23B.15.010 provides that, unless another state or federal statute authorizes the activity, a foreign corporation may not transact business in Washington until it registers under Article 5 of Chapter 23.95 RCW.

RCW 23.95.520 lists activities that, standing alone, do not constitute doing business. Examples include:

• maintaining, defending, mediating, arbitrating, or settling a proceeding or claim;
• conducting internal affairs and governance meetings;
• maintaining financial accounts or securities-transfer facilities;
• selling through independent contractors;
• soliciting orders that require outside-Washington acceptance and no local performance other than delivery and installation;
• creating or collecting debts or enforcing security interests;
• completing an isolated transaction within 30 days outside a course of repeated like transactions;
• owning property without more;
• doing business in interstate commerce; and
• employing a remote worker who resides in Washington.

The list is not a test for taxation, service of process, licensing, employment, or regulation under other Washington law.

☐ Obtain legal review before relying on an exception.

Describe the proposed or existing Washington activity: [________________________________]

Part 2 — Current Form, Filing Route, and Fee

Current Secretary of State form: Foreign Registration Statement — Profit Business Entities

Current standard filing fee: $180 under WAC 434-112-085(7)(b)

Optional priority fees under WAC 434-112-080:

Filing route:

☐ Online through the Corporations and Charities Filing System

☐ Mail to Washington Secretary of State, Corporations & Charities Division, P.O. Box 40234, Olympia, WA 98504-0234

☐ In person or commercial-carrier delivery after confirming the current physical address and cutoff time

☐ Check or money order payable to “Secretary of State”; confirm any online processing charge

Part 3 — Home-Jurisdiction Evidence

RCW 23.95.510(2) requires a certificate of existence, good standing, or similar document authenticated by the official who keeps the entity's records in its jurisdiction of formation. It must be issued no more than 60 days before submission.

☐ Certificate obtained from the corporation's home jurisdiction

☐ Exact corporate name on the certificate matches the registration statement

☐ Certificate will be no more than 60 days old when submitted

Part 4 — Registration and Requalification Information

The current form may also be used to requalify a foreign entity whose prior Washington registration was terminated. Back fees may apply. Current requalification fee under WAC 434-112-085(7)(t) is $180 plus all delinquent annual-report fees.

Part 5 — Washington Name

Under RCW 23.95.525, a foreign entity whose name does not comply with Washington law must adopt a compliant alternate name before registering. After registration under an alternate name, the corporation may do business under the alternate name, its true name with the jurisdiction clearly identified, or an assumed name authorized under Chapter 19.80 RCW.

☐ Name availability and corporate designator confirmed

☐ Alternate name selected if the true name is unavailable or noncompliant

☐ Separate Department of Revenue trade-name requirements reviewed if using an assumed name beyond the statutory alternate-name route

Part 6 — Registered Agent

RCW 23.95.405 requires every registered foreign entity to designate and maintain a registered agent in Washington. Under RCW 23.95.415, the agent must consent in a record to the appointment.

Choose one agent type:

☐ Commercial registered agent listed with the Secretary of State

☐ Noncommercial individual

☐ Noncommercial business

☐ Office or position within the corporation

A noncommercial registered-agent address must be a Washington physical address; a P.O. box or private mailbox is not sufficient as the street address.

Part 7 — Principal Office, Governors, and Officers

RCW 23.95.510(1)(f) requires the names and addresses of the entity's governors and, for a business corporation, its officers. The current paper form asks for at least one governor and permits additional pages.

☐ At least one governor listed on the form

☐ Additional governors and corporate officers supplied as required by RCW 23.95.510(1)(f)

Part 8 — Effective Date and Execution

Select the effective date:

☐ Date filing is completed by the Secretary of State

☐ Future date: [__/__/____] — no more than 90 days after receipt

The current form is executed by an authorized person who certifies under penalty of law that the information is accurate and complies with Washington filing requirements. The form does not require notarization.

Part 9 — Filing Checklist

☐ Current profit foreign-registration form used

☐ $180 standard fee confirmed

☐ Requalification information and back-fee review completed, if applicable

☐ Exact name, jurisdiction, formation date, and duration completed

☐ Certificate of existence or good standing is no more than 60 days old

☐ Alternate Washington name entered if required

☐ Date business began or will begin in Washington entered

☐ Washington registered agent selected and consent signed

☐ Registered-agent and principal-office email addresses entered

☐ Principal-office physical and mailing addresses entered

☐ Governors and officers listed with addresses

☐ Nature of Washington business described

☐ Effective date selected

☐ Authorized person signed; no unnecessary notarization added

Part 10 — Annual Report

RCW 23.95.255 requires a registered foreign entity to file an annual report. The Secretary of State currently sets the expiration and report deadline as the last day of the month in which the business first registered in Washington. The report may be filed up to 180 days before that date.

Current fee under WAC 434-112-085(7)(p): $70

Current delinquency fee under WAC 434-112-085(7)(r): $25

The report confirms or updates the entity name and jurisdiction; registered agent and addresses; principal-office addresses; governors; business description; and UBI. An amended annual report does not replace the required annual report or advance the expiration date.

Part 11 — Changes After Registration

RCW 23.95.515 requires a registered foreign entity to promptly amend its foreign registration statement when there is a change in:

• entity name;
• entity type;
• jurisdiction of formation;
• a principal-office or required home-jurisdiction office address under RCW 23.95.510(1)(d); or
• registered-agent information required by RCW 23.95.415(1).

If the entity name changes, attach the name-change document filed in the home jurisdiction.

Current amendment fee under WAC 434-112-085(7)(c): $30. A separate registered-agent change has no fee under WAC 434-112-085(7)(u).

☐ No amendment trigger pending

☐ Correct amendment or agent-change filing selected

Part 12 — Voluntary Withdrawal

RCW 23.95.530 permits a registered foreign entity to withdraw by filing a statement that states:

• the entity name and jurisdiction of formation;
• that the entity is not doing business in Washington and withdraws its registration;
• that it revokes the registered agent's authority to accept service; and
• an address for service of process after withdrawal.

For a foreign corporation, attach a Washington Department of Revenue Revenue Clearance Certificate under RCW 82.32.260.

The current Secretary of State Statement of Withdrawal of Foreign Registration has no filing fee. The form permits a future effective date no more than 90 days after receipt. Optional expedited service carries the separate priority fee.

☐ Current withdrawal form obtained

☐ Corporation is no longer doing business in Washington

☐ Revenue Clearance Certificate attached

☐ Post-withdrawal service-of-process address completed

☐ Effective date selected

Part 13 — Termination, Requalification, and Nonregistration

Under RCW 23.95.550, the Secretary of State may terminate a foreign entity's registration for unpaid fees or penalties, a missing annual report, failure to maintain or update a registered agent, a knowingly false filing, or authenticated notice that the entity dissolved or disappeared by merger in its home jurisdiction. The Secretary provides notice, and the entity has 60 days after the notice becomes effective to cure before termination.

A terminated foreign corporation may use the current foreign-registration statement as a requalification filing. Confirm all back annual-report fees and the current WAC 434-112-085(7)(t) requalification charge before filing.

Under RCW 23.95.505, an unregistered foreign entity doing business in Washington may not maintain a Washington action or proceeding until it registers and pays the applicable fees and penalties. Nonregistration does not invalidate its contracts or acts, prevent it from defending a proceeding, or by itself waive an interest holder's or governor's liability limitation.

Sources and References

• Washington Secretary of State, Foreign Registration Statement — Profit Business Entities (Rev. 6/2025)
• Washington Secretary of State, business filings, forms, and fee information
• RCW 23B.15.010 — Foreign corporation registration required
• RCW 23.95.505 — Registration and consequences of nonregistration
• RCW 23.95.510 — Foreign registration statement
• RCW 23.95.515 — Amendments
• RCW 23.95.520 — Activities not constituting doing business
• RCW 23.95.525 — Alternate name
• RCW 23.95.530 — Withdrawal
• RCW 23.95.550 — Termination of foreign registration
• RCW 23.95.255 — Annual report
• RCW 82.32.260 — Revenue clearance
• WAC 434-112-080 and 434-112-085 — Processing and filing fees

This worksheet is an informational preparation aid. Verify all requirements against the current Secretary of State form, RCW, WAC, and Department of Revenue instructions before filing.