APPLICATION FOR CERTIFICATE OF AUTHORITY
(Foreign Business Corporation Seeking Qualification in the State of Washington)
[// GUIDANCE: This template is designed for a corporation or other business entity formed outside the State of Washington (the “Home Jurisdiction”) that wishes to transact business within Washington. It is drafted to satisfy the substantive requirements of Chapter 23B.15 of the Washington Business Corporation Act (“WBCA”) as well as related Secretary of State regulations current as of the date of drafting. Insert or delete bracketed text as appropriate for the entity type (corporation, LLC, LP, etc.). Confirm all filing fees, signature blocks, and submission methods on the Washington Secretary of State website immediately prior to filing, as agency procedures change frequently.]
TABLE OF CONTENTS
- Document Header
- Definitions
- Operative Provisions
- Representations & Warranties
- Covenants & Ongoing Obligations
- Default & Administrative Remedies
- General Provisions
- Execution Block
- Exhibits & Schedules
1. DOCUMENT HEADER
1.1 Title.
Application for Certificate of Authority to Transact Business in the State of Washington.
1.2 Parties.
(a) Applicant: [LEGAL NAME OF FOREIGN ENTITY], a [corporation / limited liability company / limited partnership / other] organized under the laws of [Home Jurisdiction] (the “Applicant”).
(b) Filing Office: Office of the Secretary of State of the State of Washington (the “Secretary”).
1.3 Effective Date.
This Application shall be effective on the later of (i) the date and time of filing endorsed by the Secretary or (ii) [DELAYED EFFECTIVE DATE, if any, not to exceed 90 days].
1.4 Recitals.
WHEREAS, the Applicant was duly formed on [DATE OF FORMATION] under the laws of [Home Jurisdiction] and is presently in good standing therein;
WHEREAS, the Applicant desires to transact business in the State of Washington and is required under the WBCA to obtain a Certificate of Authority prior to doing so;
NOW, THEREFORE, the Applicant hereby submits this Application and states as follows:
2. DEFINITIONS
For purposes of this Application, the following capitalized terms have the meanings indicated:
“Applicant” has the meaning given in Section 1.2(a).
“Certificate of Authority” means the certificate issued by the Secretary evidencing approval of this Application and authorizing the Applicant to transact business in Washington.
“Home Jurisdiction” has the meaning given in Section 1.2(a).
“Principal Office” means the principal executive office of the Applicant, whether located within or outside Washington.
“Registered Agent” means the individual or entity appointed under Section 3.5 to receive service of process in Washington on behalf of the Applicant.
“Secretary” has the meaning given in Section 1.2(b).
“WBCA” means the Washington Business Corporation Act, Title 23B of the Revised Code of Washington, as amended from time to time.
[// GUIDANCE: Add, delete, or revise definitions to match the entity type and any special circumstances.]
3. OPERATIVE PROVISIONS
3.1 Legal Name in Home Jurisdiction.
Full legal name of Applicant as registered in the Home Jurisdiction: [NAME AS LISTED ON CHARTER DOCUMENTS].
3.2 Alternative Name for Use in Washington (if applicable).
If the name in Section 3.1 is unavailable in Washington, Applicant will transact business in Washington under the assumed name [ASSUMED NAME] and will file a corresponding “Doing Business As” (DBA) registration.
3.3 Type of Entity.
The Applicant is a [“business corporation,” “professional corporation,” “nonprofit corporation,” etc.].
3.4 Duration.
The Applicant’s period of duration is [PERPETUAL / TERM EXPIRING ON (DATE)].
3.5 Principal Office.
Street address of the Principal Office:
[STREET ADDRESS]
[CITY, STATE, ZIP]
Country: [COUNTRY] (if outside the United States)
3.6 Registered Agent and Registered Office in Washington.
(a) Name of Registered Agent: [REGISTERED AGENT NAME]
(b) Street address of Registered Office (no P.O. Boxes):
[STREET ADDRESS]
[CITY], Washington [ZIP]
[// GUIDANCE: A Commercial Registered Agent must have filed a Commercial Registered Agent Listing with the Secretary. If using an individual, ensure the individual is a Washington resident and that the physical address is not a P.O. Box.]
3.7 Business Purpose.
The general nature of the business the Applicant proposes to conduct in Washington is:
[BRIEF DESCRIPTION—e.g., “online retail sales of consumer electronics and related services”].
[// GUIDANCE: For a professional corporation, list each professional service that will be offered and confirm compliance with Chapter 18 RCW licensing requirements.]
3.8 Authorized Shares (Corporations Only).
(a) The total number of shares which the Applicant is authorized to issue is [NUMBER];
(b) The par value of such shares is [PAR VALUE];
(c) The class(es) and series (if any) and the number of shares of each are: [DESCRIPTION].
3.9 Certificate of Good Standing.
A Certificate of Existence (or equivalent) dated within sixty (60) days of the filing date, issued by the filing office of the Home Jurisdiction, is attached hereto as Exhibit A.
3.10 Additional Attachments.
(a) Consent to Use of Name (if required) – Exhibit B.
(b) Name Reservation Certificate (if previously obtained) – Exhibit C.
(c) Appointment of Registered Agent Consent – Exhibit D (if separate).
4. REPRESENTATIONS & WARRANTIES
The Applicant hereby represents and warrants to the Secretary as of the effective date of this Application that:
4.1 Organization & Good Standing.
The Applicant is duly organized, validly existing, and in good standing under the laws of the Home Jurisdiction and has all requisite power and authority to transact business therein and in Washington.
4.2 Accuracy of Information.
All information set forth in this Application and in the accompanying exhibits is true, correct, and complete in all material respects.
4.3 Compliance with Law.
The Applicant has not been convicted of, and is not currently under administrative or judicial investigation for, violations of federal or state securities, antitrust, consumer protection, or similar laws that would disqualify it from obtaining authority to do business in Washington.
4.4 Authorization.
The execution, delivery, and filing of this Application have been duly authorized by all necessary corporate action of the Applicant.
[// GUIDANCE: Consider adding further representations for regulated industries (e.g., banking, insurance, healthcare).]
5. COVENANTS & ONGOING OBLIGATIONS
5.1 Annual Report.
The Applicant shall file its Washington foreign entity annual report on or before the last day of the month in which the anniversary of its initial registration occurs each year and shall remit all required fees.
5.2 Maintenance of Registered Agent.
The Applicant shall continuously maintain a Registered Agent and Registered Office in Washington. A change of Registered Agent or Registered Office shall be filed with the Secretary within thirty (30) days after the change.
5.3 Amendments.
If the Applicant’s name, principal office address, entity type, or any other information provided herein changes, the Applicant shall file an amended application within thirty (30) days of the change, together with the applicable fee.
5.4 Qualification to Render Professional Services.
If the Applicant is a professional entity, it shall maintain all required Washington professional licenses for each individual rendering services on its behalf.
5.5 Taxes and Fees.
The Applicant shall timely pay all Washington state and local taxes, fees, and penalties required by law.
5.6 Withdrawal.
The Applicant may voluntarily withdraw from Washington by filing a Certificate of Withdrawal including a statement that (i) it is not transacting business in Washington and (ii) it revokes the authority of its Registered Agent to accept service on its behalf. Withdrawal shall not relieve the Applicant of any accrued liabilities or obligations incurred in Washington.
[// GUIDANCE: Review RCW 23B.15.300–.330 for statutory withdrawal mechanics. Highlight to your client that failure to withdraw before abandoning Washington operations may result in administrative late fees.]
6. DEFAULT & ADMINISTRATIVE REMEDIES
6.1 Grounds for Revocation.
The Secretary may revoke the Certificate of Authority if the Applicant:
(a) fails to file its annual report or pay any fee or penalty within the time prescribed by law;
(b) fails for sixty (60) days to maintain a Registered Agent or Registered Office;
(c) fails to inform the Secretary of a change in its Registered Agent or Registered Office within sixty (60) days;
(d) obtains its Certificate of Authority through fraud; or
(e) is dissolved or otherwise ceases to exist in its Home Jurisdiction.
6.2 Notice & Cure.
Prior to revocation, the Secretary will mail a Notice of Delinquency to the Applicant at its last‐known address. The Applicant shall have a sixty (60)-day cure period from the date the notice is mailed to remedy the delinquency.
6.3 Effect of Revocation.
Upon revocation, the Applicant’s authority to transact business in Washington shall cease. Service of process thereafter may be made on the Secretary as statutory agent. Revocation does not relieve the Applicant of liability for any obligations incurred while authorized.
7. GENERAL PROVISIONS
7.1 Governing Law.
This Application and the rights and obligations of the parties hereunder are governed by the laws of the State of Washington, without regard to conflict-of-laws principles.
7.2 Severability.
If any provision of this Application is held invalid or unenforceable, such invalidity shall not affect other provisions that can be given effect without the invalid provision, and to that end the provisions of this Application are severable.
7.3 Amendment and Restatement.
The Applicant may amend or restate this Application only by filing an Amended Application for Certificate of Authority with the Secretary and paying all applicable fees.
7.4 Entire Filing.
This Application, together with its exhibits and any future amendments duly filed, constitutes the entire filing relating to the Applicant’s authority to transact business in Washington.
8. EXECUTION BLOCK
IN WITNESS WHEREOF, the undersigned duly authorized officer, manager, or partner of the Applicant executes this Application and affirms, under penalty of perjury under the laws of the State of Washington, that the statements contained herein are accurate.
| [NAME OF APPLICANT] | Date: [MM/DD/YYYY] |
| By: [SIGNATURE] | |
| Name: [PRINTED NAME] | |
| Title: [AUTHORIZED TITLE – e.g., President] |
[// GUIDANCE:
1. Washington accepts electronic signatures that comply with RCW 19.34 and the Uniform Electronic Transactions Act.
2. If a notary is required under your client’s internal governance procedures, insert a notary block below. Washington does not require notarization for this filing.]
9. EXHIBITS & SCHEDULES
• Exhibit A – Certificate of Existence / Good Standing from Home Jurisdiction
• Exhibit B – Consent to Use of Name (if applicable)
• Exhibit C – Name Reservation Certificate (if any)
• Exhibit D – Registered Agent Consent (if separate form required)
[// GUIDANCE: Confirm that each exhibit is current and signed as necessary. The Secretary will reject filings with stale or missing certificates.]