Governors, Officers, Directors, Members, & Managers

Governors

A governor is typically a person or entity authorized to make decisions on behalf of the business.

Members

The definition of a member is unique to the business entity type.

Limited Liability Company (LLC)

• Members are individuals or entities that own part of the LLC.
• Members may also serve as managers.
• In Washington State, members of an LLC are considered governors of the LLC.

Nonprofit Corporation (RCW 24.03A)

• A member is a person who has rights defined in the articles of incorporation or bylaws.
  • These rights may include:
    • Voting for the election of directors or delegates.
    • Voting on at least one type of fundamental transaction.
• Members of a nonprofit are not considered governors.

Officers, Directors, and Managers

• According to RCW 23.95.105(12), all positions/titles (e.g., officer, director, manager) are listed as governors when filing the Annual Report with the Washington Secretary of State.
• For some business structures:
  • Members, officers, and directors may be listed separately in formation documents (e.g., Articles of Incorporation, Certificate of Formation).
  • Review the relevant RCWs to determine if changes are allowed for your business type.

Updating/Removing a name listed under a business

• Changes to business records must begin internally with the corporation or LLC.
• Once approved internally:
  • The business must file the appropriate form with the Washington Secretary of State to update public records.
• If you need to remove your name from a business’s internal records:
  • Contact the business directly.
  • Consider seeking legal advice.
• Changes made to a business’s record through a Secretary of State filing does not update other state agency records. Updating or verifying information with another state agency requires direct contact with that agency, as reporting requirements may vary.