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.
Annual report: A required annual filing, listing governors and other required information. May be filed online with the Corporations and Charities Filing System.
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.
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: Document filed with the Secretary of State to create a Limited Liability Company. File Online.
Certificate of Existence: Certificate issued by the Secretary of State as proof an entity is current and authorized to do business in the state. Order online.
Expedited Service: For those who need their documents in a hurry, the Corporations Division offers expedited service for Online, In-person, and Mail Transactions. The fee for expedited service is $50 per entity and online submissions are $20 per entity (in addition to regular fees). Online and paper expedited filings are generally processed in 2 business days (due to high volumes, we are currently running about 5 business days). For fastest service, in-person expedited service requests received before 3:30 p.m. will be processed the same day, usually within one hour.
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.
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.
Sole proprietorship: An unincorporated business with a sole owner that may need to register with the Business Licensing Service.
Trademark: A word, symbol, or other distinctive sign used in commerce indicating exclusive use of a product or service by the owner. 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.