Governors, Officers, Directors, Members, & Managers
Governors
A governor is typically a person or entity authorized to make decisions on behalf of the business.
Learn more about updating governors on our Update Business Information page.
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.
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.
- These rights may include:
- 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.