Glossary of Terms

NOTE:  Term “Corporation” is used throughout this document and represents all business structures formed by the Secretary of State’s Office unless otherwise indicated. 

990 Form:  Federal form filed with the IRS by tax exempt entities.  A copy of the filed 990, 990PF, or 990EZ is no longer required when organizations register in Washington as a charitable organization, but is required if the entity is registered as a charitable trust.

Confirmation Letter: Letter issued to a charitable organization to confirm registration with the Secretary of State.  The Confirmation Letter also includes the date when the organization must renew its next registration.  

Administrative dissolution: Termination (dissolution) of a domestic corporation by the Secretary of State resulting from the corporation's failure to meet statutory requirements

Agent: Anyone authorized to act on the behalf of another. A corporation acts only through its agent; therefore, it is important to define in the corporation’s articles or by-laws what actions an agent is authorized to perform.

Agent for service of process: Person or entity authorized to receive service of process (legal notifications) issued against the corporation. The Secretary of State is the agent for service of process if the corporation has not maintained a registered agent in this state, or if the registered agent cannot be found.  Also known as a Registered Agent or a Resident Agent. 

Amendment: Any change (addition, deletion, or alteration) to the corporation’s articles of incorporation or a charitable organization, trust or commercial fundraiser’s registration information. This may include amending financial information previously filed with the charities, trusts, or fundraiser registration.

Annual meeting: Yearly meeting of shareholders (can we use the word “stakeholders” instead of “shareholders?”  Nonprofits and LLC do not have “shareholders” but they do have “stakeholders”) at which directors are elected and other general business of the corporation is conducted.

Annual report:  A required annual filing with the Secretary of State, listing directors and officers. In the case of Charities financial information is also required. Also known as a Renewal. 

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.  Also known as the Corporate Charter.

Assumed name: A name other than the legal name filed with the Secretary of State. Also known as a fictitious name, Trade Name or "doing business as" (DBA).

Board of directors: The governing body of a corporation responsible for electing the officers. May also be responsible for supervision and general control of the corporation.

Business corporation act: Laws governing corporations.

Bylaws: The basic rules for conducting the corporation's business.  (An organization’s internal document not filed with any state agency)

Certificate of Authority: The document used for a foreign corporation to qualify to do business in the State of Washington.

Certificate of Formation: Document filed with the Secretary of State to create a Limited Liability Company. Also known as Articles of Organization in some states.

Certificate of Good Standing: Certificate issued by the Secretary of State as proof a corporation is current and authorized to do business in the state.  Also known as a certificate of existence/authorization or status.

Certificate of Incorporation:  A one-time gold seal certificate issued at the time of incorporation.

Charitable Organization: Any entity that solicits or collects contributions from the general public where the contribution is or is purported to be used to support a charitable purpose, but does not include any commercial fund-raiser, commercial fund-raising entity, commercial coventurer, or any fund-raising counsel, as defined in this section. Churches and their integrated auxiliaries, and political organizations are not charitable organizations.

Charitable Trust:  Any entity holding income-producing assets in excess of $250,000, which are invested to support a charitable purpose and is domiciled in Washington State.

Charitable Trust Directory: A publication of registered Trusts that elect to have information about their grant-making requirements and activities available to the public.  The directory is updated weekly, and is available online as a PDF or Excel format at no cost.

Charitable Trust Initial Registration: First registration submitted by a trust – includes a completed application to register as a charitable trust, copy of the trust instrument, and most recent 990, 990PF, or 990EZ along with a copy of the IRS determination letter.

Charitable Trust Renewal: Required annual filing that includes a completed charitable trust renewal form along with the most recently filed 990, 990PF, or 990EZ.

Charities Initial Registration: The first registration submitted by a charity – includes a completed charitable organization registration/renewal form, and a copy of the determination letter issued by the IRS (if tax exempt status has been issued).

Charities Renewal: Required annual filing, a completed charitable organization registration/renewal form which includes the financial information for the most recently completed accounting year, along with any other updates (officers, directors, address, etc.).

Commercial Fundraiser: Any organization that is paid to ask for and/or receive contributions on behalf of any charitable organization or charitable purpose. 

Commercial Fundraiser Initial Registration:  The first registration submitted by a Commercial Fundraiser – includes a completed commercial fundraiser registration/renewal form, $25,000 surety bond, list of charity clients, and gross amount of funds raised and how much was paid to or returned to its charity clients.

Commercial Fundraiser Renewal:  Required annual filing, a completed commercial fundraiser registration/renewal form which includes the financial information for the most recently completed accounting year, along with any other updates.

Corporate seal: An internal device made to either emboss or imprint company information. Not required or issued by the State of Washington. 

Corporation:  A legal entity created under and governed by the business corporation act.

Corporation law: Statutes (laws) governing domestic and foreign corporations.

Directors: Individuals who manage the business affairs of a corporation. Also known as the board of directors.

Dissenter's right: Right granted to shareholders that entitle them to have their shares purchased by the corporation if the corporation enters into transactions the shareholders do not approve. Of no consequence to Secretary of State

Dissolution:  Procedure that terminates the existence of a domestic corporation.

Domestic Corporation:  A business that has incorporated under the laws of the State of Washington. 

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

Exempt organization: Those organizations that are “Exempt” from the charitable organization registration requirements because they do not meet the definition of a charitable organization.

Federal Employer Identification Number (FEIN): A number assigned by the Federal Government for purposes of taxation. The Federal Tax ID Number is to a company as a Social Security Number is to an individual.

Foreign Corporation:  A business that has incorporated outside of Washington State. 

Fundraising Service Contract:  The contract between a charitable organization and commercial fundraiser.  Before fundraising can begin, both parties must complete a “fundraising service contract form” and file it with a copy of the contract with the Secretary of State.

Incorporation: The act of creating a corporation under the laws of the State of Washington. A specific jurisdiction.

Incorporator: The person(s) who perform the act of incorporation and who signs the articles of incorporation.  

Judicial dissolution: Dissolution of a corporation as ordered by the courts.

Limited Liability Company (LLC): A legal form of business that provides limited liability to its owners.

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.

Limited personal liability: Protection given to a corporate shareholder, limited partner or a member of a limited liability company from debts and claims against the company. (does not apply to Secretary of State’s Office.)

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 an entity.

Members: The owner(s) of a limited liability company (LLC).

Merger: Combination of two or more corporations in which one of the corporations survives and the other ceases to exist.

Name registration: The registration (reservation) of a business name by a foreign corporation. Prevents others from filing the name with the Secretary of State.

Name reservation: Reserves use of a corporate name.

Nonprofit corporation: A corporation organized wherein profits must go to its stated purpose.  No members or directors may benefit.

Officers: Individuals appointed by the board of directors responsible for day-to-day decisions.

Operating Agreement: The basic rules for conducting the business of a limited liability company (LLC). This is an internal document not filed with any state agency.

Partnership: A business organization consisting of two or more persons.

Perpetual existence: Unlimited term of existence.  

Professional corporation: A professional corporation formed under specific state laws requiring a special license to perform their duties.

Registered Agent: Person or entity designated to receive legal documents on behalf of the corporation. Also known as a Resident Agent.

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

Reinstatement:  Returning a corporation that has been administratively dissolved (terminated) to active status

Re-Registration: A charitable organization or commercial fundraiser whose registration has been closed may reactivate its registration by submitting a completed registration form which includes the financial information for the most recently completed accounting year, re-registration fee and late fee if applicable. The organization may retain the original registration number assigned by the secretary.

Resolution: A formal statement of any item of business that has been voted upon.

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

Revised Code of Washington (RCW):  Specific statutes or laws governing the State of Washington

Revocation:  The termination (dissolution) of a foreign corporation by the Secretary of State as a result of the corporation's failure to meet statutory requirements

Shareholders:  Shareholders are the owners of a corporation based on their holdings. They own an interest in the corporation rather than specific corporate property. Also known as stockholders.

Sole proprietorship: An unincorporated business with a sole owner in which the owner may be personally liable for business debts and claims against the business.

Solicitation Report: The financial section of a charitable organization’s registration/renewal document that provides a fiscal “snapshot” of the most recently completed fiscal year.

Tax-exempt organization: Any organization that is determined by the Internal Revenue Service to be exempt from federal taxation of income.

Trademark: A word, symbol, or other distinctive sign used in commerce indicating exclusive use of a product or service by the owner.

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

Unified Registration Form/Addendum: A registration form created at the national level to standardize charitable organization reporting requirements to ease and simplify registration in multiple states.

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