Frequently Asked Questions
Most common reasons for document rejection:
- Duplicate name
- No entity designation (Co, Inc, LLC, LP)
- Incorrect Registered Agent information
- Not providing valid Certificate of Status for foreign entities
- Not providing nature of business on annual reports
- Using DBA as corporate name on form
- Unauthorized signature on documents (requirements stated on instructions)
Do I need an attorney to set up my business?
No, you can set up the business by yourself. We provide forms for the most common entity types on our website. However, forming a business is complex. The way your business is set up can affect the taxes you owe, your liability to others, and the way to govern your business. We recommend that you consult an attorney, accountant or CPA to find the best business structure/entity type for your business.
What is a UBI number and where do I get it?
The Unified Business Identifier number is a unique number that is assigned to you. You use this number with other state agencies for filing, taxes and identification. You will get a UBI number from the Corporations Division when you file for a Corporation, Limited Liability Company, Limited Partnership or other business entity. If your business is not required to register with the Corporations Division, you will get your UBI number when you complete your Master Business Application with the Department of Revenue
What is the difference between the UBI number and the FEIN number?
The UBI or Unified Business Identifier Number is a state issued number and identifies your business for all state agencies. The FEIN or Federal Employer Identification Number is issued by the Internal Revenue Service and identifies your federal tax account.
Do I need a registered agent? What do they do?
All Corporations, LLC’s, and registered Limited Partnerships doing business in Washington must have a Registered Agent with a Washington State address. The Registered Agent may be an individual or any other organization qualified by our office to do business in Washington. The Registered Agent receives license renewals and other notices and forwards them to the organization. The agent also accepts legal papers served on the corporation.
The Registered Agent must provide a physical address at which the agent is available for service of legal process. The agent may provide a PO Box address in addition to a physical address.
Do I incorporate first or file the Master Business Application first?
You should file first with our office. We give you your legal business name and make sure that there is only one registered business in Washington State with this name. The next step is the Master Business Application.
If you are starting a general partnership or sole proprietorship, you do not have to file with this office and may complete the Master Business Application with the Department of Revenue
What happens after I submit my paperwork?
When we receive your paper filing, we scan your filing into our computer system, deposit your payment and route your filing electronically to one of our document specialists. They review your application. If the filing is acceptable, we mail you a copy of your "Filed" stamped document, a certificate and other necessary information. If there is a problem with your filing, the document specialist might contact you, request missing information or rejects the filing.
I filed online. What happens next?
The online application is routed to one of our document specialists. They review your application. It the filing is acceptable, you receive a confirmation email back from us. It might include an image of the certificate showing legal name and UBI number. We mail the original certificate and a copy of the filed document to the registered agent.
I did not complete my online filing, but now I am ready to complete it. How can I log back into my application?
When you started your online application, you were given an "Application ID Number". Not completed online filings are accessible for 60 days. Please use this number together with the email address you gave us during the online application process. Log back into your application and complete it.
How do I file a DBA or a trade name?
Trade Names or DBA's are filed with the Department of Revenue. Please go to their website at http://bls.dor.wa.gov/
for more information.
Where can I obtain a copy of our original filing?
Please submit your written request and the required fee of $10 per copy to: Office of the Secretary of State, Corporations Division, PO Box 40234, Olympia, WA 98504-0234. Or you may now order this document on our website at www.sos.wa.gov/corps/OrderDocs.aspx
Do all entities file an Initial Report?
No. If you filed for a Profit Corporation or a Limited Liability Company, the Initial Report is due within 120 days of your initial filing. Failure to file the Initial Report might result in an administrative dissolution. Non Profit Corporations do not file an Initial Report.
How can I get a copy of the last Annual Report filed with your office for an active and registered business entity?
Please submit your written request and the required fee of $5 for a copy of the most recent Annual Report filed with our office to: Office of the Secretary of State, Corporations Division, PO Box 40234, Olympia, WA 98504-0234. Or you may now order this document on our website at www.sos.wa.gov/corps/OrderDocs.aspx
I need a Certificate of Status/Existence. Where can I find this?
Please submit your written request and the required fee of $20 per certificate to: Office of the Secretary of State, Corporations Division, PO Box 40234, Olympia, WA 98504-0234. Or you may now order this document on our website at www.sos.wa.gov/corps/OrderDocs.aspx
I am closing my corporation. What are the steps?
You must first complete an "Application for Withdrawal or Dissolution of a Corporation" with the Department of Revenue. They send you a "Revenue Clearance Certificate". Please submit this certificate together with your Articles of Dissolution to our office.
Where can I get the Revenue Clearance Certificate?
This is done with the Department of Revenue. Please go to their website at www.dor.wa.gov
. Under forms, please look for "Withdrawal or Dissolution of a Corporation".
Do LPs have to file an annual report?
Beginning July 1, 2010, all Limited Partnerships will be required to file an annual report. The report can be found at LP Annual Report.
How will LPs be notified of the annual report requirement?
LPs will receive notification approximately 45 days before the annual renewal date. For LPs formed prior to January 1, 2010, this will be the same date as their periodic renewal date, only it will now be an annual renewal.
What duration must an LP state in its certificate of limited partnership?
For LPs formed prior to January 1, 2010, an LP can state any duration in their articles . For LPs formed as of January 1, 2010, the duration is perpetual .
How does an LP become an LLLP?
LPs that wish to become an LLLP can either:
• File a certificate of limited partnership which states that the LP is an LLLP ; or
• Amend their certificate to include a statement that the LP is an LLLP .
Can a general partnership still convert to an LP?
A general partnership can still convert to an LP until June 30, 2010 . As of July 1, 2010, any organization may convert into a limited partnership, and vice versa, if all requirements of RCW 25.10.756 are met.
How long after an administrative dissolution does an LP have to reinstate?
For LPs formed prior to January 1, 2010, they have 2 years from the date of dissolution to apply for reinstatement . LPs can submit an amendment electing to be subject to the new statutes effective January 1, 2010, which would then allow them a 5-year reinstatement period . For LPs formed January 1, 2010 or after, they have 5 years to reinstate following an administrative dissolution . As of July 1, 2010, all LPs will have 5 years to reinstate following an administrative dissolution .
How can an LP change a registered office or agent?
LPs formed on January 1, 2010 or after can change their registered office or agent by filing a statement of change form. LPs formed prior to January 1, 2010 must still file an amendment until July 1, 2010 or if they elect to be subject to the new statutes effective January 1, 2010, they can file a statement of change form.
Should I form a Professional Service Corporation or PLLC?
A Professional Service Corporation or PLLC is intended for doctors, lawyers, dentists, architects, and other professionals who must have a license to engage in their work. Some professions are required to form Professional Service Corporations if they are going to provide services through a corporation. We suggest that you review RCW 18.100.050
, RCW 25.15.045
for PLLC's as well as the licensing rules governing your profession. It is a very good idea to consult with legal counsel.
Where can I get the 501C3 status for my Non-Profit Corporation?
A 501C3 status is a tax-exempt status given by the IRS. You have to meet certain requirements from the IRS in order to get this status. Please refer to the IRS website at www.irs.gov
for publication 557 "Tax-Exempt Status for your Organization", published by the IRS. The telephone number for the Exempt Organizations Division is (877) 829-5500.
If you intend to apply for IRS federal tax exemption as a charitable organization, your Articles of Incorporation must contain a required purpose clause and a dissolution of assets provision. Valuable information on 501(c)(3) qualification is on the IRS web site www.irs.gov
. It includes sample Articles of Incorporation. Click the "Charities and Nonprofits" link and then the" Live Cycle of a Public Charity" link.
What is a difference between a Trade Name and a Trademark?
A Trade Name is a word or name, or any combination of a word or name, used by a person to identify the person's business. A Trade Name:
- is not, or does not include, the true and real names of all persons conducting the business;
- is something other than the legal name filed with the Secretary of State's Office;
- may include words which suggest additional parties of interest such as "company," "and sons," or "and associates."
It is not recommended to include Inc, LLC, Corp., Co, LTD or similar legal endings as part of a trade name. The use of a Trade Name is not exclusive. For more information on Trade Names, please check with the Business Licensing Service at http://bls.dor.wa.gov/faqtradename.aspx
A state level Trademark
means any word, name, symbol, or device or any combination thereof adopted and used by a person to identify goods made or sold by him and to distinguish them from goods made or sold by others, and any word, name, symbol, or device, or any combination thereof, and any title, designation, slogan, character name, and distinctive feature of radio or television programs used in the sale or advertising of services to identify the services of one person and distinguish them from the services of others. A Trademark registration
is good for five years. They are filed with the Office of the Secretary of State.
What is the difference between a Profit Corporation and a Limited Liability Company?
A Profit Corporation is an independent legal entity. It has shareholders, therefore personal control is limited. Generally, the owners (shareholders) of a corporation are not personally liable for debts of the corporation (limited liability). You have the classic structure with President, Vice-President, Secretary, Treasurer, and a Board of Directors.
A Limited Liability Company (LLC) offers also limited personal liability, but the structure and administering of an LLC is less complicated. It has only members or managers.
There are many other differences related to taxation, liability and governance. For more information about responsibilities, liability and taxing, please contact an attorney, CPA or accountant.
What is the difference between an S-Corporation and a C-Corporation?
The division of Corporations and Charities does not register or record this designation. The Internal Revenue Service (www.irs.gov
) gives these statuses. Please contact a trusted advisor for additional information.What is the difference between Manager and Member in an LLC?
Owners, or Members, of an LLC participate equally in the management of their LLC while a Manager might be a person that is specifically hired to manage the LLC. This could be a Member, an outsider, or an outsourced job.
What is the meaning of "Management of LLC is vested in one or more Managers"?
You designate one or more persons to take responsibility for managing the affairs of the LLC.
How do I file a UCC lien or financing statement, or search for Uniform Commercial Code (UCC) and other liens on personal property?
The Department of Licensing
is the state agency that files personal property liens under the Uniform Commercial Code and other state laws. This includes UCC article 9 transactions, Crop Liens, Processor and preparer liens for agricultural products, and federal liens. Online lien filing and searches are available through the Department of Licensing web site. Click here
to visit the Department of Licensing's UCC web site.
Disclaimer: This FAQ page will not substitute for legal and professional advice. When you create a corporation, a limited liability company or any other kind of business entity, you are engaging in a complex legal process. We recommend that you consult with an attorney, CPA or accountant to get your questions answered. All answers are given to our best knowledge.