Policy and Procedure Updates


Changes to your Annual Report

Effective July 1, 2010 you will see new questions that will require answers on your annual report, pursuant to legislation passed in 2010.  These questions will apply to nearly all registered businesses in Washington. 

The questions are: 

Ownership of real property:

  • Does your company own land, buildings, or other real property in Washington?  Yes/No

Controlling interest transfer:

A controlling interest transfer is when 50% or more of the ownership in an entity changes hands as defined under RCW 82.45.010 (2)

  • Has there been a transfer of stock, other financial interest change, or an option agreement exercised during the past 12 months that resulting in a transfer of controlling interest? Yes/No
  • Has an option agreement been executed in the last 12 months allowing for the future purchase or acquisition of the entity, that, if exercised would result in a transfer of controlling interest? Yes/No

If your company owns land, buildings, or other real property in Washington State, you must contact the Washington State Department of Revenue to report a transfer of controlling interest. Failure to report the transfer is subject to the penalty provisions of RCW 82.45.220

For more information on these questions please call the Department of Revenue at (360) 570-3265 and choose option 1, or visit their website at www.dor.wa.gov.


LLC Dissolution Process

As a result of the approval of Substitute House Bill 2657 by the 2010 legislature, there will be new options available for LLC's who wish to cancel their registration with the Secretary of State (SOS), effective June 10, 2010:

  • Domestic LLCs no longer file a certificate of cancellation – they must file a "Certificate of Dissolution" to dissolve the entity.
  • Domestic LLC's can revoke their certificate of dissolution within 120 days by filing a "Revocation of Certificate of Dissolution" with SOS.
  • Foreign LLCs will still file a "Certificate of Cancellation" to cancel their certificate of authority.

For further details, please refer to RCW 25.15 or contact a trusted legal advisor.


Limited Partnership Periodic and Annual Reports:

Recent review of SHB1067 has determined that limited partnerships will continue to file a 5 year periodic report (25.10.005 RCW) through June 30, 2010.

Starting July 1, 2010 a limited partnership or a foreign limited partnership authorized to transact business in this state shall be required to file an annual report under the new statute set in SHB1067 (25.10.291 and 25.10.911).

All limited partnerships that completed the 5 year periodic report prior to June 30, 2010 will now be required to complete annual reports beginning July 1, 2010.