INCORPORATION OF LIMITED LIABILITY COMPANY IN WASHINGTON
The law relating to incorporation of Limited Liability Company is governed by the chapter 23B of the Revised code of Washington. As per the code one or more persons may act as the incorporator or incorporators of a corporation by delivering articles of incorporation to the secretary of state for filing.
To incorporate a Limited Liability company in Washington it is required to obtain a corporate name. And the name shall be reserved against the name of the incorporator of the Limited Liability Company (LLC).
The application to reserve a name of LLC using which it can run its business may be filed with the Secretary of the State.
The name of a limited liability company must contain the words "Limited Liability Company" or "Limited Company," or the abbreviations "L.L.C.," "LLC," "L.C.," "LC," or "Ltd. Co." The word "Company" or the abbreviations "Co." or "Ltd." is not sufficient.
However, a limited liability company formed is not required to change its name.While applying for the name of a limited liability company care shall be taken that the name so applied may not be the same as, or deceptively similar to, the name of an existing limited liability company, corporation, limited partnership, or a name that has been reserved or registered for a limited liability company, corporation or limited partnership.
A name may be similar if a written consent is obtained from the entity with the similar name. The name shall not contain any word or phrase which indicates or implies that it is organized for any purpose other than one or more of the purposes contained in its articles of organization.
RESERVATION OF NAME
A limited liability company name may be reserved for a period of 180 days by filing with the secretary of state two copies of an application executed by the applicant or an attorney or agent for the applicant, together with the filing fee of $30.00.
If the secretary of state finds that the name is available for use by a domestic or foreign limited liability company, the name will be reserved for the exclusive use of the applicant for the statutory period.
FILING ARTICLES OF INCORPORATION
After obtaining the desired name and get it reserved the promoter may file the articles of organization with the secretary of the state. A limited liability company is formed by filing articles of organization with the secretary of state. The articles of organization must minimally set forth:
- The name of the limited liability company.
- The mailing address and the street address of the principal office of the limited liability company.
- The purpose for which the limited liability company is organized may be stated as the transaction of any or all lawful business for which limited liability companies may be organized.
- The name and street address of the limited liability company's registered agent.
- The registered agent must sign and state that he/she is familiar with and accepts the obligations of the position.
- The number of shares the corporation is authorized
- The name and address of each Manager or Managing member.
- The Articles of Incorporation must be executed by at least one member or authorized representative of a member.
- The execution of the document constitutes an affirmation under the penalties of perjury that the facts stated therein are true.
- If an effective date is listed, the date must be specific and can not be more than 90 days after the date of filing.
EFFECT OF FILING
The secretary of state's filing of the articles of incorporation is conclusive proof that the incorporators satisfied all conditions precedent to the incorporation except in a proceeding by the state to cancel or revoke the incorporation or involuntarily to dissolve the corporation.
FOREIGN LIMITED LIABILITY COMPANY
A foreign Limited Liability Company is formed in the State other than Washington or any other country other than United States.
REGISTERED OFFICE AND REGISTERED AGENT OF FOREIGN CORPORATION
Each foreign corporation authorized to transact business in this state must continuously maintain in this state:
- A registered office which may be, but need not be, the same as its place of business in this state. The registered office shall be at a specific geographic location in this state, and be identified by number, if any, and street, building address, or rural route, or, if a commonly known street or rural route address does not exist, by legal description.
- A registered agent, who may be:
- An individual who resides in this state and whose business office is identical with the registered office;
- A domestic corporation or not-for-profit domestic corporation whose business office is identical with the registered office;
- A foreign corporation or foreign not-for-profit corporation authorized to transact business or conduct affairs in this state whose business office is identical with the registered office;
- A domestic limited liability company whose business office is identical with the registered office; or
- A foreign limited liability company authorized to conduct affairs in this state whose business office is identical with the registered office.
APPLICATION FOR CERTIFICATE OF AUTHORITY
A foreign corporation may apply for a certificate of authority to transact business in this state by delivering an application to the secretary of state for filing. The application must state:
- That the name of the foreign corporation
- The name of the state or country under whose law it is incorporated;
- Its date of incorporation and period of duration;
- The street address of its principal office;
- The street address of its registered office in this state and the name of its registered agent at that office, and
- The names and usual business addresses of its current directors and officers.
The foreign corporation shall deliver with the completed application a certificate of existence, or a document of similar import, issued no more than sixty days before the date of the application and duly authenticated by the secretary of state or other official having custody of corporate records in the state or country under whose law it is incorporated.
AUTHORITY TO TRANSACT BUSINESS REQUIRED
A foreign corporation may not transact business in this state until it obtains a certificate of authority from the secretary of state.
The following activities, among others, do not constitute transacting business:
- Maintaining or defending any action or suit or any administrative or arbitration proceeding, or effecting the settlement thereof or the settlement of claims or disputes;
- Holding meetings of the board of directors or shareholders or carrying on other activities concerning internal corporate affairs;
- Maintaining bank accounts, share accounts in savings and loan associations, custodian or agency arrangements with a bank or trust company, or stock or bond brokerage accounts;
- Maintaining offices or agencies for the transfer, exchange, and registration of the corporation's own securities or maintaining trustees or depositaries with respect to those securities;
- Selling through independent contractors;
- Soliciting or procuring orders, whether by mail or through employees or agents or otherwise, where the orders require acceptance outside this state before becoming binding contracts and where the contracts do not involve any local performance other than delivery and installation;
- Making loans or creating or acquiring evidences of debt, mortgages, or liens on real or personal property, or recording same;
- Securing or collecting debts or enforcing mortgages and security interests in property securing the debts;
- Owning, without more, real or personal property;
- Conducting an isolated transaction that is completed within thirty days and that is not one in the course of repeated transactions of a like nature;
- Transacting business in interstate commerce;
- Owning and controlling a subsidiary corporation incorporated in or transacting business within this state; or Operating an approved branch campus of a foreign degree-granting institution.
CERTIFICATE OF AUTHORITY
A certificate of authority authorizes the foreign corporation to which it is issued to transact business in this state subject, however, to the right of the state to revoke the certificate as provided in this title.
A foreign corporation holding a valid certificate of authority shall have no greater rights and privileges than a domestic corporation of like character. Except as otherwise provided by this title, a foreign corporation is subject to the same duties, restrictions, penalties, and liabilities now or later imposed on a domestic corporation of like character.
LIMITED LIABILITY COMPANIES FILING FEES
|Amendment to Filing
|Merger(per each listed entity)
|Reservation of Name
|Initial or Amended Annual Report
|Annual License Renewal
|Change of Registered Agent/Office
|Resignation of Registered Agent
|Any Other Statement or Report