Glossary of Terms

Administrative dissolution: Termination (dissolution) of a Washington corporation or other Entity by the Secretary of State because the entity failed to meet a requirement in statute, such as filing an annual report or maintaining a registered agent.

Agent: Anyone authorized to act on the behalf of another. See Registered Agent

Amendment: Any change to a Washington business document, such as Articles of Incorporation and Certificate of Formation,. Non-Washington businesses may amend their Certificate of Authority.

Annual report: A required annual filing, listing Governing Persons and may be done online at the Business Licensing Services website http://bls.dor.wa.gov/renewcorp.aspx or at the Secretary of State’s website http://www.sos.wa.gov/corps/.

Apostille: A certification of a notary, state or county official on a legal document (adoption, marriage, divorce, etc) for use in another country, according to the 1961 Hague Convention. The certification attests to the authenticity of the notary, state or county official only, not the legality or accuracy of the documents themselves.

Articles of Incorporation: Document filed with the Secretary of State to create a corporation.

Certificate of Authority: A document applied for by a non-Washington Entity with the Office of Secretary of State to do business in the State of Washington. It may be done online at http://www.sos.wa.gov/corps/.

Certificate of Formation: Document filed with the Secretary of State to create a Limited Liability Company. May be done online at http://www.sos.wa.gov/corps/ .

Certificate of Existence: Certificate issued by the Secretary of State as proof an entity is current and authorized to do business in the state. May be ordered online at https://www.sos.wa.gov/corps/OrderDocs.aspx?

Certificate of Incorporation: A certificate issued at the time a corporation files articles of incorporation.

Corporation: An entity created under and governed by RCW 23B.

Entity: This may be a corporation, limited partnership, limited liability company, or any other business structure except Sole Proprietor.

Executor: The person(s) forming a limited liability company and signing the Certificate of Formation.

Foreign Entity: A business structure that has been formed outside of Washington State.

Governing Persons: The persons or entities that are listed on the annual report.

Incorporator: The person(s) who signs the Articles of Incorporation.

Limited Liability Company (LLC): An LLC is formed by one or more individuals or entities through a special written agreement. In Washington State, it is formed under RCW 25.15 and must file a Certificate of Formation with the Office of the Secretary of State.

Limited Partnership (LP): A partnership consisting of one or more general partners who manage the business and are liable for its debts, and one or more limited partners who invest in the business and have limited personal liability, but no management authority. In Washington State it is formed under RCW 25.10 and must file a Certificate of Limited Partnership with the Office of the Secretary of State.

Managers: Individuals responsible for the management of a limited liability company (LLC). Members of an LLC may also serve as the managers. A manager does not need to be a person; it can be a business.

Members: The owner(s) of a limited liability company (LLC) who may also be managers.

Merger: Combination of two or more business entities in which one survives and the other(s) cease to exist.

Name registration: The registration of business name by a non-Washington entity. Prevents others from filing the name with the Secretary of State. It is renewable.

Name reservation: Reserves use of a corporate name for 180 days and is nonrenewable.

Nonprofit Corporation: This is an entity and in Washington State, is typically formed under RCW Title 24.

Perpetual existence: Unlimited term of existence.

Professional corporation: A professional corporation formed under specific state laws requiring a special license to perform their duties, e.g. attorneys, counselors, etc. In Washington, the professional laws are under RCW 18.100.

Registered Agent: Person or entity named in public documents to receive notices or service of process. Registered agent information may be changed on an annual report, amended annual report, or statement of change, all of which can be found online.

Registered Office: The office address where the Registered Agent must be located during business hours.

Reinstatement: Returning a business entity that has been administratively dissolved (terminated) by the Secretary of State’s office to active status.

Restated articles of incorporation: A combination of the corporation's articles of incorporation and subsequent amendments into one current document.

Sole proprietorship: An unincorporated business with a sole owner that may need to register with the Business Licensing Service at http://www.bls.dor.wa.gov/index.aspx .

Trademark: A word, symbol, or other distinctive sign used in commerce indicating exclusive use of a product or service by the owner. See http://www.sos.wa.gov/corps/Trademarks.aspx for more information.

Unified Business Identifier (UBI): Is a nine-digit number used to identify persons engaging in business activities in the state of Washington. This number helps identify a business with the Department of Revenue, the Business Licensing Service, and the Office of the Secretary of State. If you have employees, the number is also used in the Department of Employment Security and the Department of Labor and Industries.

Voluntary dissolution: Voluntary act by the governing persons to dissolve a corporation.