Glossary of Terms | WA Secretary of State

A

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: A document filed to change certain business information recorded on the Articles of Incorporation or Certificate of Formation. Non-Washington businesses may amend their Certificate of Authority.

Annual Report: A required annual filing listing governors and other required information. May be filed online with the Corporations and Charities Filing System (CCFS).
More Info Here
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.
More Info Here
Articles of Incorporation: Document filed with the Secretary of State to create a corporation.

B

Bylaws: Corporation bylaws are not filed with this office; they are internal documents kept on file with the businesses.

The Secretary of State’s Office does not record or maintain copies if provided by the business.

Please follow up directly with the businesses to obtain this information.

C

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. File online.
Certificate of Formation: Filing record to form a Limited Liability Company with the Secretary of State.
Certificate of Existence: Certificate issued to certify the records in our Office of the Secretary of State are current and authorized to do business in the State of Washington. Order online.
Certificate of Incorporation/Formation/Registration: A certificate issued at the time of Incorporation, Formation, Registration of a business record.

Charitable Nonprofit Corporation

Charitable Corporation is defined as: a domestic nonprofit corporation that is operated primarily or exclusively for one or more charitable purposes. Further a Charitable Purpose is described as: Would make a corporation organized and operated exclusively for that purpose eligible to be exempt from taxation under section 501(c)(3) of the internal revenue code.

In the Articles of Incorporation this language would be presented under the purpose or any other provisions. “This corporation is organized exclusively for charitable, religious,”.

Regarding churches as an example per RCW 24.03A.010 (66) "Religious corporation" means a charitable corporation including, but not limited to, a church

A charitable Nonprofit would have one of the following in their Articles of Incorporation, Nature of business, or Articles of Amendment.

Charitable purpose listed. Religious in their nature of business or purpose. Language referring to tax exempt status 501(c)3 in their purpose or any other provisions.

Charity

A Charity is any individual or entity that "solicits or collects donations or fundraises in WA state” to support a charitable activity.

Consent to Serve

When a Registered agent is assigned to provide RA service for a business, they are required to state they consent to serve and understand it is their responsibility to accept service of process, notices and demands on behalf of the business; to forward mail to the business; and to immediately notify the OSOS if they resign or change their Registered Office Address.

Corporation

A legal entity, a corporation has certain rights, privileges, and liabilities beyond those of an individual. Doing business as a corporation may yield tax or financial benefits, but these can be offset by other considerations, such as decreased personal control. Corporations may be formed for profit or nonprofit purpose.

D

Doing Business As names (DBAs)

All Washington/Domestic Entity DBAs and Trade Names are recorded with the Department of Revenue. Please contact DOR to record a DBA or Trade Name.

If a foreign entity registering with our office has a business name in their home jurisdiction that is unavailable in Washington, or their designation does not meet Washington statutory requirements, they must choose an alternate name (DBA) to use in Washington, which includes the correct designation. Refer to RCW 23.95.525 for more information.

E

Employer Identification Number (EIN)

The nine-digit Employer Identification Number (also known as a Tax ID Number) assigned to a business by the IRS. This office does not issue an EIN and therefore cannot provide this number upon request. Please visit the IRS website for more information.

Entity

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

Domestic Entity

A Domestic Business means your business will be a Washington Business and has filed origination documents with Washington State Office of the Secretary of State.

Steps to Register a "domestic" business

Foreign Entity

A Foreign Business means your business is governed by the law of a jurisdiction other than the state of Washington, and is registered in a different state, territory or country.

Steps to Register a "foreign" business

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

F

Filing history: This is a list of filings that have been successfully filed and placed on record for public review for a particular business or organization. The filing history also contains copies of notices sent to the business or organization from this office.

G

Governor / Governing Person(s)

Any director, partner, general partner, manager, member, or any other person under whose authority the powers of an entity are exercised and under whose direction the activities and affairs of the entity are managed pursuant to the organic law and organic rules of the entity. An entity (business) cannot be its own governor.

Gross Revenue

Gross Revenue is the amount of money a business takes in during its accounting year. Per RCW 24.03, the required filing fees for some nonprofit business filings are determined by the Gross Revenue amount for the most recent accounting year. Because the question is concerned with the gross amount, it’s important to consider the business’s without considering expenses or other money that might be taken out during that accounting year.

How does this apply to Foreign Entities?
Gross Revenue would include all revenue for the business operation – not just limited to Washington State.

What is the fiscal (accounting) year?
This is the time-period the business reports for its taxes.

Additional questions
Contact the business’s accountant or the IRS with additional Gross Revenue questions.

I

Immigration assistant registration: The Washington State Attorney General’s Office now facilitates registration and enforcement. Please reach out to them for more information.
Incorporator: The person(s) who signs the Articles of Incorporation.

Initial report: All domestic business entities other than LLPs or Nonprofit Corporations can file this when or within 120 days of incorporating/forming. If filed after incorporated/formed an additional $10 fee is assessed.

L

Legal entity registration (LER): This document is no longer provided by either the Secretary of State or Department of Revenue. Since a copy of the filed annual report is available and on-demand there is no need for the LER document as a receipt for annual reports.

M

Maintenance filing: Filing types that facilitate the maintenance of update to date information for a business on record. These filings include Articles of Amendment, Annual Reports, Amended Annual reports, Statement of Change/Designation of Registered Agent, Initial Report, Statement of Correction, Name Reservations, Withdrawal of Filed Record, etc.
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.
Meeting minutes: Meeting minutes are not filed with this office; they are internal documents kept on file with the businesses. You must follow up directly with the businesses to obtain this information.

Members: The owner(s) of a limited liability company (LLC) who may also be managers. A nonprofit under 24.03A is required to state whether they have members and have the option to add member names when incorporating.
Merger: Combination of two or more business entities in which one survives, and the other(s) cease to exist.

N

Name availability: Name availability is determined when staff are processing a formation, incorporation, registration, or amendment by performing a search to determine the business name is not identical to another business already on file.
Name registration: The registration of business name by a non-Washington entity. Filing a Name Registration reserves a business name and/or prevents others from using the name in Washington State. A Name Registration is renewable.
Name reservation: Reserves use of a business name for 180 days and is nonrenewable. Upon completion, a Name Reservation number will be issued for use by the business on their formation document.

Nature of business: This is a brief description of the nature of the entity's business. This information can be updated through the annual report if you are within 180 days of your due date. If outside of this 180-day window, then this must be updated through an amended annual report.
Nonprofit Corporation: This is an entity and in Washington State, is typically formed under RCW Title 24.

O

Operating agreement: Operating agreements are not filed with this office; they are internal documents kept on file with the businesses. The Secretary of State’s Office does not regulate how operating agreements are to be obtained. You must follow up directly with the businesses to obtain this information.

P

Period of Duration: Is the intended duration of the business. Only one selection will be accepted in a formation or incorporation filing. A specified date or specified number of years may be selected. If a specified date or years is selected the business will administratively dissolve as recorded in this section. If no selection is provided, it will default to perpetual.
Perpetual existence: Unlimited term of existence. This means the business existence is “on-going” until the business is either administratively or voluntarily dissolved.

Principal Office

The office, in or out of this state, so designated in the annual report where the principal executive offices of a domestic or foreign corporation are located.

HOW DO I UPDATE THIS?

Profit / LLC

If you are outside 180 days of your annual report due date notice, you can file an Amended Annual Report. If you are within 180 days, you can file an annual report. You can file an initial report if you have just incorporated or formed and have yet to file an annual report.

Nonprofit

If you are outside 180 days of your annual report due date notice, you can file an Amended Annual Report. If you are within 180 days, you can file an annual report. You can file an amended annual report if you have just incorporated and have yet to file an annual report.

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.

Public benefit

A public benefit designation means the nonprofit has determined it meets one of the following qualifications.

□ The Nonprofit Corporation has received an IRS a letter of determination of tax-exempt status under Section501(c)(3).
□ The Nonprofit Corporation is a business that is not required to apply for tax exempt status under Section 501(c)(3).

Why is the Nonprofit Corporation not required to apply for tax exempt status?

□ Church/Church Affiliated
□ Government Entity
□ Annual gross receipts normally $5,000 or less

The Public Benefit designation can only be applied through an application for status as a public benefit. This designation is removed if the business has become administratively dissolved and they must reapply for this designation.

R

Registered Agent

The person, entity, or office/position title 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.
More info here

Registered Office

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

Reinstatement

Document filed to return a business entity that has been administratively dissolved (terminated) by the Secretary of State's office to active status.

Religious organization

Means a charitable corporation including, but not limited to, a church, mosque, synagogue, temple, nondenominational ministry, interdenominational or ecumenical organization, or faith-based social service agency, that is:

(a) Organized primarily for religious purposes;
(b) Operated primarily, in good faith, to carry out religious purposes;
(c) Held out to the public as carrying out religious purposes; and
(d) Not engaged primarily or substantially in the exchange of goods or services for consideration, unless the consideration does not exceed nominal amounts.

Reseller permit (reseller’s permit): Businesses other than a Sole Proprietorship must be registered with the Secretary of State. Once registered, a business can reach out to Department of Revenue (DOR) to get a reseller permit. DOR verifies a business is registered with this office and in good standing before they issue the permit.
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): The Revised Code of Washington (RCW) is the compilation of all permanent laws now in force. It is a collection of Session Laws (enacted by the Legislature, and signed by the Governor, or enacted via the initiative process), arranged by topic, with amendments added and repealed laws removed. It does not include temporary laws such as appropriations acts. The official version of the RCW is published by the Statute Law Committee and the Code Reviser.

S

Shareholder

Shareholders are a person or business (entity) that own shares in a company, which means they are part-owners of the business. They have certain rights, like voting for the board of directors, receiving dividends, and getting a share of the assets if the company is sold. However, being a shareholder does not give them control over the company. Shareholders can be individuals, corporations, institutions, governments, trusts, or partnerships.

Sole proprietorship

An unincorporated business with a sole owner that may need to register with the Department of Revenue.

Our office does not file origination documents for this type of business.

Please contact the Department or Revenue (Business Licensing Service) for questions on how to register.

Our office is also unable to pick up UBI numbers associated with a Sole Proprietorship changing their business structure.

T

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

U

Unified Business Identifier (UBI):: 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.

V

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

W

Washington Administrative Code WAC

Regulations of executive branch agencies issued by authority of statutes. Like legislation and the Constitution, regulations are a source of primary law in Washington State. The WAC codifies the regulations and arranges them by subject or agency. The online version of the WAC is updated twice a month.

RCW 24.03A.010 defines charitable corporation as follows:

(5) "Charitable corporation" means a domestic nonprofit corporation that is operated primarily or exclusively for one or more charitable purposes.

(6) "Charitable purpose" means a purpose that:

(a) Would make a corporation organized and operated exclusively for that purpose eligible to be exempt from taxation under section 501(c)(3) of the internal revenue code; or

(b) Is considered charitable under applicable law other than this chapter or the internal revenue code.