Washington Secretary of State

Corporations and LLC filings are handled by the Corporation Division, Washington Secretary of State, located at the Dolliver Building, 801 Capitol Way South, Olympia, Washington, mailing address PO Box 40234 Olympia, Washington 98504-0234, telephone (360) 753-7115.

Washington Secretary of State, Corporation Division

The Corporation Division registers a number of business-related entities in the state of Washington, including domestic and foreign (out-of-state) corporations, limited partnerships, limited liability partnerships, and limited liability companies. The Corporation Division also registers state-level trademarks, international student exchange programs, and immigration assistants, and accepts service of process on corporations failing to maintain a registered agent or registered office address and on out-of-state residents involved in accidents on Washington highways. Records maintained by the Division are used by financial and legal services, law enforcement agencies, news media, the IRS, and the general public.

In Washington, as in most states, there is a question as to what to put in the articles and what to reserve for the bylaws (or the operating agreement in the case of the limited liability company). While there is no hard and fast rule with respect to this question, the fact that amendments to the articles must be filed with the state (thus necessarily incurring additional costs in the process) is an argument in favor of deferring as much as possible of the optional provisions for the bylaws (or the operating agreemen in the case of a limited liability company), rather than putting those optional provisions in the articles. On the other hand, where there are multiple participants in the company, including those optional provisions in the articles can provide a measure of security to the minority participants.

Offerings of securities originating in the state are subject to the Washington blue sky law, and fall under the jurisdiction of the Department of Financial Institutions, Securities Division. All securities offerings must either be registered with the Securities Division or exempt from registration in accordance with the Securities Act (RCW 21.20). This document describes various registration options and exemptions available for offerings made in Washington. Virtually all of the states have similar restrictions on the issuance of securities, but there are significant differences between the states.

For matters not unique to Washington, but common to many states, see common concerns.