The foreign registration statement is the form, issued under RCW 23.95 by the Corporations & Charities Division of the Washington Secretary of State, that a profit business entity formed in another state or country files to register to do business in Washington. It can also serve as a requalification for a foreign entity whose earlier registration was terminated. On this page you can fill out the form online on FillingPDF and download or print the completed PDF; the agency publishes its own fillable version and instructions at www.sos.wa.gov/corporations.
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What is Foreign Registration Statement – Washington?
The Foreign Registration Statement (Profit business entities, RCW 23.95) is the Washington Secretary of State form that profit business entities whose home state is a different state or country use to register to do business in Washington State.
"Home state" means the place where the business's creation documents were filed. A completed filing registers the entity with the Corporations & Charities Division. If the business has no Unified Business Identifier (UBI) number, the agency issues one when the filing is completed successfully. The form asks for the entity name as it appears on its home-jurisdiction Certificate of Existence/Good Standing, an optional alternate (DBA) name for Washington, a registered agent with a signed consent, the principal office, at least one governor, the formation date and duration in the home jurisdiction, and a short description of the business done in Washington. All documents filed with the office are public record, and filing fees are non-refundable.
The same form can be used as a Requalification to reactivate a foreign entity that was registered before and is now in terminated status for failure to maintain an active registration.
This form is only for profit entity types. Nonprofit corporations must use the Foreign Nonprofit Registration Statement, and banks, credit unions and savings and loans must use the Foreign Bank/Credit Union Registration Statement. A foreign entity that changes its home jurisdiction or entity type through a conversion elsewhere files an Amendment to the Foreign Registration Statement, not a new registration.
Who needs to file Foreign Registration Statement – Washington?
Profit business entities formed under the law of another state or country that want to register to do business in Washington use this form. Section (7) lists the entity types as they exist in the home jurisdiction:
- Limited Liability Company, Professional Limited Liability Company
- Profit Corporation, Professional Service Corporation
- Limited Partnership, Limited Liability Partnership, Limited Liability Limited Partnership, Professional Limited Liability Limited Partnership
- Cooperative Association
- Insurance Company
Other users:
- A foreign entity previously registered with the office and now terminated for failure to maintain an active registration uses the form as a requalification.
- A Washington business entity that converts to a foreign entity and keeps doing business in Washington files this form with its Articles of Conversion and a certificate of existence/good standing from the new home jurisdiction, or files it later and notes its UBI number.
Do not use this form if you are a nonprofit corporation (use the Foreign Nonprofit Registration Statement) or a bank, credit union or savings and loan (use the Foreign Bank/Credit Union Registration Statement). Do not enter the UBI number of a sole proprietorship or general partnership. An authorized person signs the filing, and the registered agent signs the consent to serve.
When to file Foreign Registration Statement – Washington
File the Foreign Registration Statement when your profit entity is ready to register to do business in Washington. Section (6) asks for the date the business began or will begin doing business in Washington, either the date of filing or a date you specify. The instructions set no other deadline.
The Certificate of Existence/Good Standing attached to the filing must have been issued no more than 60 days before you submit it. Section (14) sets the effective date: the date of filing by default, or a future date no more than 90 days after the filing date.
For a requalification, check "Yes" in section (1) and enter the last registration expiration date as the date you began doing business; back fees may apply, so contact the office for details. If a Washington entity is converting to a foreign entity that continues doing business here, this form can be filed at the same time as the Articles of Conversion or later. The instructions state no processing time; expedited service is available for an additional fee.
Documents you need
- A Certificate of Existence/Good Standing, or a document of similar import, from the home jurisdiction, issued no more than 60 days before the date of submission. Without it the filing is returned for correction.
- Additional pages listing governors, only if you have more governors than the space in section (10) allows.
- Articles of Conversion, only when a Washington business entity is converting to a foreign entity that is still doing business in Washington and files this form at the same time.
How to fill out Foreign Registration Statement – Washington
Mark the filing fee boxes
At the top of page one, check the filing fee box and, if you want expedited service, the box to expedite the filing. Leave the box for office use blank.
Answer requalification and UBI questions
In (1), check Yes or No for a previous registration; if Yes, enter the UBI No. and expiration date. In (2), check whether you already have a 9-digit UBI No. and enter it if so.
Enter the entity name and DBA
In (3), type the name exactly as on the Certificate of Existence/Good Standing and give the Name Reservation Number if a name is reserved. In (4), enter an alternate name only if the name is unavailable in Washington or does not meet requirements.
Complete jurisdiction, start date and type
In (5), enter the home country and state. In (6), check Date of filing or specify a date. In (7), check the business type used in the home jurisdiction.
Identify the registered agent
In (8), give a Commercial Registered Agent's name (no address needed) or a Noncommercial Registered Agent: name or position title, required email, and a Washington street address.
Obtain the agent's consent signature
Have the registered agent sign, print name and title, and date the Consent to Serve as Registered Agent. It is required for all agent types.
Enter the principal office
In (9), give the physical street address where records are kept (no PO Box or PMB; it may be outside Washington), the required email, and optionally a mailing address and phone.
List the governors
In (10), enter at least one individual or business responsible for governing the entity. The business cannot be its own governor; attach more pages if needed.
Enter formation, duration and nature
In (11), enter the home-jurisdiction formation date. In (12), check perpetual, a number of years, or an expiration date. In (13), briefly describe the business conducted in Washington.
Set effective date and return address
In (14), keep Date of filing or specify a date no more than 90 days after receipt. In (15), optionally add an attention line, email and return address.
Sign as the authorized person
In (16), the authorized person signs, prints name and title, and dates the certification under penalty of law.
Review and download the completed PDF
Check that the name matches the certificate, required emails are present and both signatures are in place. Download or print the completed PDF from FillingPDF and assemble the package described under How to submit.
How to submit Foreign Registration Statement – Washington
The Washington Secretary of State accepts the Foreign Registration Statement online or by mail.
- Online: file at https://ccfs.sos.wa.gov. A fillable PDF is also available at www.sos.wa.gov/corporations.
- By mail: send the completed form, the Certificate of Existence/Good Standing and payment to Corporations & Charities Division, PO Box 40234, Olympia, WA 98504-0234. The agency's website lists a separate overnight address for commercial carriers.
Payment: a filing fee applies and is non-refundable. Make checks or money orders payable to "Secretary of State"; a check cannot be backdated more than 60 days from the date it is received. For expedited service, check the box on page one and add the extra fee. Ask the office for current amounts at 360.725.0377 or on its website.
An email address is required on all documents submitted: provide one for the registered agent and one for the principal office. For quick questions, the agency offers a chat at www.sos.wa.gov/corporations. FillingPDF lets you fill out and download the PDF; submission follows the channels above.
Common mistakes to avoid
- Leaving out the Certificate of Existence/Good Standing, or attaching one issued more than 60 days before submission; the filing is returned for correction.
- Entering a business name that does not match the name on the home-jurisdiction Certificate of Existence/Good Standing.
- Giving a PO Box or PMB as the principal office street address or the Noncommercial Registered Agent's street address; physical addresses are required.
- Listing a Noncommercial Registered Agent address outside Washington State; the registered agent's addresses must be in Washington.
- Not having the registered agent sign the Consent to Serve as Registered Agent, which is required for every type of agent.
- Listing the business itself as its own governor, or leaving section (10) without at least one governor.
- Entering the UBI number of a sole proprietorship or general partnership in section (2).
- Omitting the required email addresses for the registered agent or the principal office.
- Using this form for a nonprofit corporation or for a bank, credit union or savings and loan, which have their own registration statements.
- Specifying an effective date more than 90 days after filing, or sending a check backdated more than 60 days.
Frequently asked questions
What is a foreign registration statement in Washington?
It is the Washington Secretary of State form a profit business entity formed in another state or country files to register to do business in Washington. It can also reactivate a foreign entity whose earlier registration was terminated for failure to stay active.
Do I need a Certificate of Existence/Good Standing to file?
Yes. Attach a Certificate of Existence/Good Standing, or similar document, from your home jurisdiction, issued no more than 60 days before submission. Without it the filing is returned for correction. Ask your home Secretary of State or records keeper how to get it.
Can a nonprofit or bank use this Foreign Registration Statement?
No. This version is for profit entity types. Nonprofit corporations must use the Foreign Nonprofit Registration Statement, and banks, credit unions and savings and loans must use the Foreign Bank/Credit Union Registration Statement.
Where do I send the Foreign Registration Statement?
File online at https://ccfs.sos.wa.gov or mail the form, certificate and payment to Corporations & Charities Division, PO Box 40234, Olympia, WA 98504-0234. The agency's website gives an overnight address for commercial carriers.
How do I requalify a terminated foreign entity?
Use this same form. Check Yes in section (1) and enter the UBI number and previous expiration date, then enter the last registration expiration date as the date you began doing business. Back fees may apply, so contact the office for the calculation.
Is there a fee, and can I expedite the filing?
Yes, a filing fee applies and is non-refundable; pay by check or money order to "Secretary of State". Expedited service costs an additional fee when you check the box on page one. Call 360.725.0377 or visit the website for current amounts.
Who needs to sign the Foreign Registration Statement?
Two signatures are required. The registered agent signs the Consent to Serve as Registered Agent, whatever type of agent it is, and an authorized person signs section (16) with printed name, title and date.
Can I fill out the Foreign Registration Statement online on FillingPDF?
Yes. You can fill out the PDF online on FillingPDF and download or print it. FillingPDF is an independent service and does not file the form with the Washington Secretary of State; you submit it through the agency's channels.
Can I choose a future effective date?
Yes. Section (14) defaults to the date of filing, which is the date the office completes the submission. You can specify a later date, but it cannot be more than 90 days after the filing date.
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