Due to the ongoing fight to reduce the impacts of COVID-19, the Corporations and Charities Division office has some in-person and curbside services available if you are not able to complete your filing online. Phone and processing hours will be temporarily reduced to 8am-5pm Monday through Thursday. No work will be performed on Fridays until after August 7, or further notice. We apologize for any inconvenience.
New Laws Effective January 1, 2016
It's January, 2016, and companies doing business in Washington have some new laws. One of them is the HUB, also known as the "Uniform Business Organizations Code" and codified at the Code Reviser's website as RCW 23.95, but HUB is shorter and easier to remember. This law makes some changes to what and how certain records are filed in our office. Below is a brief explanation of those changes and some links for further information.
- GENERAL FILING REQUIREMENTS IN THE OFFICE OF THE SECRETARY OF STATE
- Certain sections of HUB prescribe general requirements for records filed in the Office of the Secretary of State, as well as some new record types, execution, and the duty of the secretary of state. It also covers annual reports and fees, including waivers of penalty fees. Naming requirements and reserving or registering a name are also covered. More
- CHANGES IN TERMINOLOGY FOR GOVERNING PERSONS TO GOVERNORS
- "Governor", as defined in RCW 23.95.105 (12) means a director of a business corporation or nonprofit corporation, a partner of an LLP, a general partner of an LP, a member of a member-managed LLC, or a manager of a manager-managed LLC. "Governor" may also mean any person under whose authority of powers of an entity are exercised and under whose direction the activities and affairs of the entity are managed pursuant to applicable law.
- In the case of a business corporation, also enter the addresses of the chairperson of the board of directors, if any, president, secretary, and treasurer, or individuals, however designated, performing the functions of such officers.
- FOREIGN (NON-WASHINGTON) BUSINESS REQUIREMENTS
- There is a new Foreign Registration Statement form that a non-Washington business, regardless of the type of entity (Corp, LLC, LP, Co-Op, and LLP) will use to register in the Office of the Secretary of State. If you are a non-Washington business, read this law carefully. More
- REGISTERED AGENT REQUIREMENTS (INCLUDING COMMERCIAL REGISTERED AGENT REQUIREMENTS)
- The duties of a registered agent have not changed, but HUB creates a new designation of Commercial Registered Agent and a new procedure for service of process. More
- ADMINISTRATIVE DISSOLUTION AND REINSTATEMENT REQUIREMENTS
- Grounds, procedure, and effect of administrative dissolution have been updated, as well as the reinstatement process. Washington businesses should check out this section of law carefully to avoid administrative dissolution. More
If you have questions about the information on this page, please contact our office at [email protected] or by calling 360-725-0377.