reglab/statecodes huggingface dataset:
2023 Revised Code of Washington › Title 23 - Corporations and Associations (Profit) (Business Corporation Act: See Title 23b Rcw) › Chapter 23.95 - Uniform Business Organizations Code. › 23.95.235 - Certificate of existence or registration—Definitions.

RCW 23.95.235
Certificate of existence or registration—Definitions.
(1) On request of any person, the secretary of state shall issue a certificate of existence for a domestic entity or a certificate of registration for a registered foreign entity.
(2) A certificate under subsection (1) of this section must state:
(a) The domestic entity's name or the registered foreign entity's name used in this state;
(b) In the case of a domestic entity:
(i) That its public organic record has been filed and has taken effect;
(ii) The date the public organic record became effective;
(iii) The period of the entity's duration if the records of the secretary of state reflect that the entity's period of duration is less than perpetual; and
(iv) That the records of the secretary of state do not reflect that the entity has been dissolved;
(c) In the case of a registered foreign entity:
(i) That it is registered to do business in this state;
(ii) The date the foreign entity registered to do business in this state; and
(iii) That the records of the secretary of state do not reflect that the foreign entity's registration to do business in the state has been terminated;
(d) That all fees, interest, and penalties owed to this state by the domestic or foreign entity and collected through the secretary of state have been paid, if:
(i) Payment is reflected in the records of the secretary of state; and
(ii) Nonpayment affects the existence or registration of the domestic or foreign entity;
(e) That the most recent annual report required by RCW 23.95.255 has been delivered to the secretary of state for filing;
(f) That a proceeding is not pending under RCW 23.95.610 as to a domestic entity or under RCW 23.95.550 as to a registered foreign entity; and
(g) Other facts reflected in the records of the secretary of state pertaining to the domestic or foreign entity which the person requesting the certificate reasonably requests.
(3) Subject to any qualification stated in the certificate, a certificate issued by the secretary of state under subsection (1) of this section may be relied upon as conclusive evidence of the facts stated in the certificate, and that as of the date of its issuance: (a) In the case of a domestic entity, it is in existence and duly formed or incorporated, as applicable; and (b) in the case of a foreign entity, it is registered and authorized to do business in this state.
(4) The terms "doing business" and "transacting business," and their variants such as "do business" and "transact business," are used interchangeably, and each has the same meaning as the other when used in this title and in Titles 23B, 24, and 25 RCW.
[ 2017 c 31 § 1; 2015 c 176 § 1208.]
NOTES:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
2023 Revised Code of Washington › Title 23 - Corporations and Associations (Profit) (Business Corporation Act: See Title 23b Rcw) › Chapter 23.95 - Uniform Business Organizations Code. › 23.95.240 - Execution of entity filing.

RCW 23.95.240
Execution of entity filing.
(1) Any person who executes a record the person knows is false in any material respect with the intent the record be an entity filing is guilty of a gross misdemeanor punishable under chapter 9A.20 RCW.
(2) A person that executes an entity filing as an agent or legal representative thereby affirms as a fact that the person is authorized to execute the entity filing.
[ 2015 c 176 § 1209.]
NOTES:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
2023 Revised Code of Washington › Title 23 - Corporations and Associations (Profit) (Business Corporation Act: See Title 23b Rcw) › Chapter 23.95 - Uniform Business Organizations Code. › 23.95.245 - Execution and filing pursuant to judicial order.

RCW 23.95.245
Execution and filing pursuant to judicial order.
(1) If a person required by the entity's organic law to execute a record that is to be an entity filing or to make an entity filing does not do so, any other person that is aggrieved may petition the superior court to order:
(a) The person to execute the record;
(b) The person to make the entity filing; or
(c) The secretary of state to file the entity filing unexecuted.
(2) If the petitioner under subsection (1) of this section is not the entity to which the entity filing pertains, the petitioner shall make the entity a party to the action.
(3) A filed record created under subsection (1)(c) of this section is effective without being executed.
[ 2015 c 176 § 1210.]
NOTES:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
2023 Revised Code of Washington › Title 23 - Corporations and Associations (Profit) (Business Corporation Act: See Title 23b Rcw) › Chapter 23.95 - Uniform Business Organizations Code. › 23.95.250 - Delivery by secretary of state.

RCW 23.95.250
Delivery by secretary of state.
Except as otherwise provided by RCW 23.95.450 or by law of this state other than this chapter, the secretary of state may deliver a record to a person by delivering it:
(1) In person to the person that submitted it for filing;
(2) To the address of the person's registered agent;
(3) To the principal office address of the person; or
(4) To another address the person provides to the secretary of state for delivery.
[ 2015 c 176 § 1211.]
NOTES:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
2023 Revised Code of Washington › Title 23 - Corporations and Associations (Profit) (Business Corporation Act: See Title 23b Rcw) › Chapter 23.95 - Uniform Business Organizations Code. › 23.95.260 - Fees.

RCW 23.95.260
Fees.
(1) Except as provided in subsection (2) of this section, the secretary of state shall adopt rules in accordance with chapter 34.05 RCW setting:
(a) Fees for:
(i) Filing entity filings;
(ii) Furnishing copies or certified copies of any filed record under this chapter; and
(iii) Furnishing a certificate of existence or registration of an entity, or any other certificate;
(b) License or renewal fees authorized under Title 23, 23B, 24, or 25 RCW;
(c) Penalty fees; and
(d) Other miscellaneous charges.
(2) There is no fee for:
(a) A registered agent's consent to act as agent or statement of resignation;
(b) Filing articles of dissolution;
(c) Filing certificates of judicial dissolution;
(d) Filing statements of withdrawal; and
(e) Filing annual reports when submitted concurrently with the payment of annual license fees.
(3) The withdrawal under RCW 23.95.215 of a filed record before it is effective or the correction of a filed record under RCW 23.95.220 does not entitle the person on whose behalf the record was filed to a refund of the filing fee.
(4) The secretary of state shall establish the fee schedule authorized under this section in a manner that is consistent with the fee schedule applicable to the various entities that is in effect on January 1, 2016. The amounts of fees, charges, and penalties established under this section may be no greater than the amounts applicable to entity filings, penalties, and other charges in effect on January 1, 2016. Fees may be adjusted by rule only in an amount that does not exceed the average biennial increase in the cost of providing service. This must be determined in a biennial cost study performed by the secretary of state.
(5) All fees collected by the secretary of state shall be deposited with the state treasurer pursuant to law or deposited in the secretary of state's revolving fund as provided in RCW 43.07.130.
[ 2015 c 176 § 1213.]
NOTES:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
2023 Revised Code of Washington › Title 23 - Corporations and Associations (Profit) (Business Corporation Act: See Title 23b Rcw) › Chapter 23.95 - Uniform Business Organizations Code. › 23.95.265 - Waiver of penalty fees.

RCW 23.95.265
Waiver of penalty fees.
The secretary of state may, where exigent or mitigating circumstances are presented, waive penalty fees due from any entity previously in good standing which would otherwise be penalized or lose its active status. An entity desiring to seek relief under this section must, within fifteen days of discovery of the missed filing or lapse, notify the secretary of state as provided in rule. The notification must include the name and mailing address of the entity, the governor or other entity official to whom correspondence should be sent, and a statement under oath by a governor or other entity official, setting forth the nature of the missed filing or lapse, the circumstances giving rise to the missed filing or lapse, and the relief sought. If the secretary of state is satisfied that sufficient exigent or mitigating circumstances exist, that the entity has demonstrated good faith and a reasonable attempt to comply with the applicable statutes of this state, the secretary of state may issue an order allowing relief from the penalty. If the secretary of state determines the request does not comply with the requirements for relief, the secretary of state shall deny the relief and state the reasons for the denial. Any denial of relief by the secretary of state is not reviewable notwithstanding the provisions of chapter 34.05 RCW.
[ 2020 c 57 § 31; 2015 c 176 § 1214.]
NOTES:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
2023 Revised Code of Washington › Title 23 - Corporations and Associations (Profit) (Business Corporation Act: See Title 23b Rcw) › Chapter 23.95 - Uniform Business Organizations Code. › 23.95.310 - Reservation of name.

RCW 23.95.310
Reservation of name.
(1) A person may reserve the exclusive use of an entity name including the alternate name adopted pursuant to RCW 23.95.525 by delivering an application to the secretary of state for filing. The application must state the name and address of the applicant and the name to be reserved. If the secretary of state finds that the entity name is available, the secretary of state shall reserve the name for the applicant's exclusive use for one hundred eighty days.
(2) The owner of a reserved entity name may transfer the reservation to another person that is not an individual by delivering to the secretary of state an executed notice in a record of the transfer which states the name and address of the transferee.
[ 2015 c 176 § 1303.]
NOTES:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
2023 Revised Code of Washington › Title 23 - Corporations and Associations (Profit) (Business Corporation Act: See Title 23b Rcw) › Chapter 23.95 - Uniform Business Organizations Code. › 23.95.315 - Registration of name.

RCW 23.95.315
Registration of name.
(1) A foreign entity not registered to do business in this state under Article 5 of this chapter may register its name, or an alternate name adopted pursuant to RCW 23.95.525, if the name is distinguishable on the records of the secretary of state from the names that are not available under RCW 23.95.300.
(2) To register its name or an alternate name adopted pursuant to RCW 23.95.525, a foreign entity must deliver to the secretary of state for filing an application stating the entity's name, the jurisdiction and date of its formation, and any alternate name adopted pursuant to RCW 23.95.525. The application must be accompanied by a certificate of existence, or a document of similar import, from the entity's jurisdiction of formation. If the secretary of state finds that the name applied for is available, the secretary of state shall register the name for the applicant's exclusive use.
(3) The registration of a name under this section is effective upon the effective date of the application and until the close of the calendar year in which the application for registration is filed.
(4) A foreign entity whose name registration is effective may renew the registration for successive one-year periods by delivering, not earlier than three months before the expiration of the registration, to the secretary of state for filing a renewal application that complies with this section. When filed, the renewal application renews the registration for the following calendar year.
(5) A foreign entity whose name registration is effective may register as a foreign entity under the registered name or consent in an executed record to the use of that name by another entity.
[ 2015 c 176 § 1304.]
NOTES:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
2023 Revised Code of Washington › Title 23 - Corporations and Associations (Profit) (Business Corporation Act: See Title 23b Rcw) › Chapter 23.95 - Uniform Business Organizations Code. › 23.95.400 - Definitions.

RCW 23.95.400
Definitions.
The definitions in this section apply throughout this section and RCW 23.95.405 through 23.95.460 unless the context clearly requires otherwise.
(1) "Registered agent filing" means:
(a) The public organic record of a domestic entity;
(b) An application of a domestic limited liability partnership; or
(c) A registration statement filed pursuant to RCW 23.95.510.
(3) [(2)] "Represented entity" means:
(a) A domestic entity; or
(b) A registered foreign entity.
[ 2015 c 176 § 1401.]
NOTES:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
2023 Revised Code of Washington › Title 23 - Corporations and Associations (Profit) (Business Corporation Act: See Title 23b Rcw) › Chapter 23.95 - Uniform Business Organizations Code. › 23.95.405 - Entities required to designate and maintain registered agent.

RCW 23.95.405
Entities required to designate and maintain registered agent.
The following shall designate and maintain a registered agent in this state:
(1) A domestic entity; and
(2) A registered foreign entity.
[ 2015 c 176 § 1402.]
NOTES:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
2023 Revised Code of Washington › Title 23 - Corporations and Associations (Profit) (Business Corporation Act: See Title 23b Rcw) › Chapter 23.95 - Uniform Business Organizations Code. › 23.95.410 - Addresses in filing.

RCW 23.95.410
Addresses in filing.
If a provision of this chapter other than RCW 23.95.445(1)(d) requires that a record state an address, the record must state:
(1) A street address in this state; and
(2) A mailing address in this state, if different from the address described in subsection (1) of this section.
[ 2015 c 176 § 1403.]
NOTES:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
2023 Revised Code of Washington › Title 23 - Corporations and Associations (Profit) (Business Corporation Act: See Title 23b Rcw) › Chapter 23.95 - Uniform Business Organizations Code. › 23.95.415 - Designation of registered agent.

RCW 23.95.415
Designation of registered agent.
(1) A registered agent filing must be executed by the represented entity and state:
(a) The name of the entity's commercial registered agent; or
(b) If the entity does not have a commercial registered agent:
(i) The name and address of the entity's noncommercial registered agent; or
(ii) The title of an office or other position with the entity, if service of process, notices, and demands are to be sent to whichever individual is holding that office or position, and the address to which process, notices, or demands are to be sent.
(2) A registered agent shall not be appointed without having given prior consent in a record to the appointment. The consent shall be delivered to the secretary of state in such form as the secretary of state may prescribe. The consent shall be filed with or as a part of the record first appointing a registered agent. In the event any individual or entity has been appointed registered agent without consent, that individual or entity may deliver to the secretary of state a notarized statement attesting to that fact, and the name shall immediately be removed from the records of the secretary of state.
[ 2015 c 176 § 1404.]
NOTES:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
2023 Revised Code of Washington › Title 23 - Corporations and Associations (Profit) (Business Corporation Act: See Title 23b Rcw) › Chapter 23.95 - Uniform Business Organizations Code. › 23.95.420 - Listing of commercial registered agent.

RCW 23.95.420
Listing of commercial registered agent.
(1) A person may become listed as a commercial registered agent by delivering to the secretary of state for filing a commercial-registered-agent listing statement executed by the person which states:
(a) The name of the individual or the name of the entity, type of entity, and jurisdiction of formation of the entity;
(b) That the person is in the business of serving as a commercial registered agent in this state; and
(c) The address of a place of business of the person in this state to which service of process, notices, and demands being served on or sent to entities represented by the person may be delivered.
(2) A commercial-registered-agent listing statement may include the information regarding acceptance by the agent of service of process, notices, and demands in a form other than a tangible medium as provided in RCW 23.95.450(5).
(3) If the name of a person delivering to the secretary of state for filing a commercial-registered-agent listing statement is not distinguishable on the records of the secretary of state from the name of another commercial registered agent listed under this section, the person shall adopt a fictitious name that is distinguishable and use that name in its statement and when it does business in this state as a commercial registered agent.
(4) The secretary of state shall note the filing of a commercial-registered-agent listing statement in the records maintained by the secretary of state for each entity represented by the agent at the time of the filing. The statement has the effect of amending the registered agent filing for each of those entities to:
(a) Designate the person becoming listed as a commercial registered agent as the commercial registered agent of each of those entities; and
(b) Delete the name and address of the former agent from the registered agent filing of each of those entities.
[ 2020 c 57 § 32; 2015 c 176 § 1405.]
NOTES:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
2023 Revised Code of Washington › Title 23 - Corporations and Associations (Profit) (Business Corporation Act: See Title 23b Rcw) › Chapter 23.95 - Uniform Business Organizations Code. › 23.95.425 - Termination of listing of commercial registered agent.

RCW 23.95.425
Termination of listing of commercial registered agent.
(1) A commercial registered agent may terminate its listing as a commercial registered agent by delivering to the secretary of state for filing a commercial-registered-agent termination statement executed by the agent which states:
(a) The name of the agent as listed under RCW 23.95.420; and
(b) That the agent is no longer in the business of serving as a commercial registered agent in this state.
(2) A commercial-registered-agent termination statement takes effect at 12:01 a.m. on the 31st day after the day on which it is delivered to the secretary of state for filing.
(3) The commercial registered agent promptly shall furnish each entity represented by the agent notice in a record of the filing of the commercial-registered-agent termination statement.
(4) When a commercial-registered-agent termination statement takes effect, the commercial registered agent ceases to be the registered agent for each entity formerly represented by it. Until an entity formerly represented by a terminated commercial registered agent designates a new registered agent, service of process may be made on the entity pursuant to RCW 23.95.450. Termination of the listing of a commercial registered agent under this section does not affect any contractual rights a represented entity has against the agent or that the agent has against the entity.
[ 2015 c 176 § 1406.]
NOTES:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
2023 Revised Code of Washington › Title 23 - Corporations and Associations (Profit) (Business Corporation Act: See Title 23b Rcw) › Chapter 23.95 - Uniform Business Organizations Code. › 23.95.430 - Change of registered agent by entity.

RCW 23.95.430
Change of registered agent by entity.
(1) A represented entity may change its registered agent or other information on file under RCW 23.95.415(1) by delivering to the secretary of state for filing a statement of change executed by the entity which states:
(a) The name of the entity; and
(b) The information required under RCW 23.95.415(1).
(2) The interest holders or governors of a domestic entity need not approve the filing of:
(a) A statement of change under this section; or
(b) A similar filing changing the registered agent or registered office, if any, of the entity in any other jurisdiction.
(3) A statement of change under this section designating a new registered agent must be accompanied by the new registered agent's consent in a record, either on the statement or attached to it in a manner and form as the secretary of state may prescribe, to the appointment.
[ 2015 c 176 § 1407.]
NOTES:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
2023 Revised Code of Washington › Title 23 - Corporations and Associations (Profit) (Business Corporation Act: See Title 23b Rcw) › Chapter 23.95 - Uniform Business Organizations Code. › 23.95.435 - Change of name, address, type of entity, or jurisdiction of formation by noncommercial registered agent.

RCW 23.95.435
Change of name, address, type of entity, or jurisdiction of formation by noncommercial registered agent.
(1) If a noncommercial registered agent changes its name or its address in effect with respect to a represented entity under RCW 23.95.415(1), the agent shall deliver to the secretary of state for filing, with respect to each entity represented by the agent, a statement of change executed by the agent which states:
(a) The name of the entity;
(b) The name and address of the agent in effect with respect to the entity;
(c) If the name of the agent has changed, the new name; and
(d) If the address of the agent has changed, the new address.
(2) A noncommercial registered agent promptly shall furnish the represented entity with notice in a record of the delivery to the secretary of state for filing of a statement of change and the changes made in the statement.
[ 2015 c 176 § 1408.]
NOTES:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
2023 Revised Code of Washington › Title 23 - Corporations and Associations (Profit) (Business Corporation Act: See Title 23b Rcw) › Chapter 23.95 - Uniform Business Organizations Code. › 23.95.440 - Change of name, address, type of entity, or jurisdiction of formation by commercial registered agent.

RCW 23.95.440
Change of name, address, type of entity, or jurisdiction of formation by commercial registered agent.
(1) If a commercial registered agent changes its name, its address as listed under RCW 23.95.420(1), its type of entity, or its jurisdiction of formation, the agent shall deliver to the secretary of state for filing a statement of change executed by the agent which states:
(a) The name of the agent as listed under RCW 23.95.420(1);
(b) If the name of the agent has changed, the new name;
(c) If the address of the agent has changed, the new address; and
(d) If the agent is an entity:
(i) If the type of entity of the agent has changed, the new type of entity; and
(ii) If the jurisdiction of formation of the agent has changed, the new jurisdiction of formation.
(2) The filing by the secretary of state of a statement of change under subsection (1) of this section is effective to change the information regarding the agent with respect to each entity represented by the agent.
(3) A commercial registered agent promptly shall furnish to each entity represented by it a notice in a record of the filing by the secretary of state of a statement of change relating to the name or address of the agent and the changes made in the statement.
(4) If a commercial registered agent changes its address without delivering for filing a statement of change as required by this section, the secretary of state may cancel the listing of the agent under RCW 23.95.420. A cancellation under this subsection has the same effect as a termination under RCW 23.95.425. Promptly after canceling the listing of an agent, the secretary of state shall serve notice in a record in the manner provided in RCW 23.95.450 (2) or (3) on:
(a) Each entity represented by the agent, stating that the agent has ceased to be the registered agent for the entity and that, until the entity designates a new registered agent, service of process may be made on the entity as provided in RCW 23.95.450; and
(b) The agent, stating that the listing of the agent has been canceled under this section.
[ 2015 c 176 § 1409.]
NOTES:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
2023 Revised Code of Washington › Title 23 - Corporations and Associations (Profit) (Business Corporation Act: See Title 23b Rcw) › Chapter 23.95 - Uniform Business Organizations Code. › 23.95.445 - Resignation of registered agent.

RCW 23.95.445
Resignation of registered agent.
(1) A registered agent may resign as agent for a represented entity by delivering to the secretary of state for filing a statement of resignation executed by the agent which states:
(a) The name of the entity;
(b) The name of the agent;
(c) That the agent resigns from serving as registered agent for the entity; and
(d) The address of the entity to which the agent will send the notice required by subsection (3) of this section.
(2) A statement of resignation takes effect on the earlier of:
(a) The 31st day after the day on which it is filed by the secretary of state; or
(b) The designation of a new registered agent for the represented entity.
(3) A registered agent promptly shall furnish to the represented entity notice in a record of the date on which a statement of resignation was filed.
[ 2015 c 176 § 1410.]
NOTES:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
2023 Revised Code of Washington › Title 23 - Corporations and Associations (Profit) (Business Corporation Act: See Title 23b Rcw) › Chapter 23.95 - Uniform Business Organizations Code. › 23.95.450 - Service of process, notice, or demand on entity.

RCW 23.95.450
Service of process, notice, or demand on entity.
(1) A represented entity may be served with any process, notice, or demand required or permitted by law by serving its registered agent.
(2) If a represented entity ceases to have a registered agent, or if its registered agent cannot with reasonable diligence be served, the entity may be served by registered or certified mail, return receipt requested, or by similar commercial delivery service, addressed to the entity at the entity's principal office. The address of the principal office must be as shown in the entity's most recent annual report filed by the secretary of state. Service is effected under this subsection on the earliest of:
(a) The date the entity receives the mail or delivery by the commercial delivery service;
(b) The date shown on the return receipt, if executed by the entity; or
(c) Five days after its deposit with the United States postal service or commercial delivery service, if correctly addressed and with sufficient postage or payment.
(3) If process, notice, or demand cannot be served on an entity pursuant to subsection (1) or (2) of this section, service may be made by handing a copy to the individual in charge of any regular place of business or activity of the entity if the individual served is not a plaintiff in the action.
(4) The secretary of state shall be an agent of the entity for service of process if process, notice, or demand cannot be served on an entity pursuant to subsection (1), (2), or (3) of this section.
(5) Service of process, notice, or demand on a registered agent must be in a tangible medium, but service may be made on a commercial registered agent in other forms, and subject to such requirements, as the agent has stated in its listing under RCW 23.95.420 that it will accept.
(6) Service of process, notice, or demand may be made by other means under law other than this chapter.
[ 2020 c 57 § 33; 2015 c 176 § 1411.]
NOTES:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
2023 Revised Code of Washington › Title 23 - Corporations and Associations (Profit) (Business Corporation Act: See Title 23b Rcw) › Chapter 23.95 - Uniform Business Organizations Code. › 23.95.455 - Duties of registered agent.

RCW 23.95.455
Duties of registered agent.
The only duties under this chapter of a registered agent that has complied with this chapter are:
(1) To forward to the represented entity at the address most recently supplied to the agent by the entity any process, notice, or demand pertaining to the entity which is served on or received by the agent;
(2) To provide the notices required by this chapter to the entity at the address most recently supplied to the agent by the entity;
(3) If the agent is a noncommercial registered agent, to keep current the information required by RCW 23.95.415(1) in the most recent registered agent filing for the entity; and
(4) If the agent is a commercial registered agent, to keep current the information listed for it under RCW 23.95.420(1).
[ 2015 c 176 § 1412.]
NOTES:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
2023 Revised Code of Washington › Title 23 - Corporations and Associations (Profit) (Business Corporation Act: See Title 23b Rcw) › Chapter 23.95 - Uniform Business Organizations Code. › 23.95.460 - Jurisdiction and venue.

RCW 23.95.460
Jurisdiction and venue.
The designation or maintenance in this state of a registered agent does not by itself create the basis for personal jurisdiction over the represented entity in this state. The address of the agent does not determine venue in an action or a proceeding involving the entity.
[ 2015 c 176 § 1413.]
NOTES:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
2023 Revised Code of Washington › Title 23 - Corporations and Associations (Profit) (Business Corporation Act: See Title 23b Rcw) › Chapter 23.95 - Uniform Business Organizations Code. › 23.95.500 - Governing law.

RCW 23.95.500
Governing law.
(1) This chapter does not authorize this state to regulate the organization or internal affairs of a foreign entity registered to do business in this state, or govern the liability that a person has as an interest holder or governor for a debt, obligation, or other liability of the foreign entity.
(2) A foreign entity is not precluded from registering to do business in this state because of any difference between the law of the entity's jurisdiction of formation and the law of this state.
(3) Registration of a foreign entity to do business in this state does not authorize the foreign entity to engage in any activity or exercise any power that a domestic entity of the same type may not engage in or exercise in this state. Except as otherwise provided in this chapter or other applicable law of this state, a foreign entity is subject to the same duties, restrictions, penalties, and liabilities now or later imposed on a domestic entity of the same type.
[ 2015 c 176 § 1501.]
NOTES:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
2023 Revised Code of Washington › Title 23 - Corporations and Associations (Profit) (Business Corporation Act: See Title 23b Rcw) › Chapter 23.95 - Uniform Business Organizations Code. › 23.95.505 - Registration to do business in this state.

RCW 23.95.505
Registration to do business in this state.
(1) A foreign entity may not do business in this state until it registers with the secretary of state under this chapter.
(2) A foreign entity doing business in this state may not maintain an action or proceeding in this state unless it is registered to do business in this state and has paid to this state all fees and penalties for the years, or parts thereof, during which it did business in this state without having registered.
(3) The successor to a foreign entity that transacted business in this state without a certificate of registration and the assignee of a cause of action arising out of that business may not maintain a proceeding based on that cause of action in any court in this state until the foreign entity, or its successor, obtains a certificate of registration.
(4) A court may stay a proceeding commenced by a foreign entity, its successor, or assignee until it determines whether the foreign entity, or its successor, requires a certificate of registration. If it so determines, the court may further stay the proceeding until the foreign entity, or its successor, obtains the certificate of registration.
(5) A foreign entity that transacts business in this state without a certificate of registration is liable to this state, for the years or parts thereof during which it transacted business in this state without a certificate of registration, in an amount equal to all fees which would have been imposed by this chapter upon the entity had it applied for and received a certificate of registration to transact business in this state and thereafter filed all reports required by this chapter, plus all penalties imposed by this chapter for failure to pay such fees.
(6) The failure of a foreign entity to register to do business in this state does not: (a) Impair the validity of a contract or act of the foreign entity; (b) impair the right of any other party to the contract to maintain any action, suit, or proceeding on the contract; or (c) preclude the foreign entity from defending an action or proceeding in this state.
(7) A limitation on the liability of an interest holder or governor of a foreign entity is not waived solely because the foreign entity does business in this state without registering.
(8) RCW 23.95.500 (1) and (2) applies even if a foreign entity fails to register under this Article 5.
[ 2015 c 176 § 1502.]
NOTES:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
2023 Revised Code of Washington › Title 23 - Corporations and Associations (Profit) (Business Corporation Act: See Title 23b Rcw) › Chapter 23.95 - Uniform Business Organizations Code. › 23.95.510 - Foreign registration statement.

RCW 23.95.510
Foreign registration statement.
(1) To register to do business in this state, a foreign entity must deliver a foreign registration statement to the secretary of state for filing. The statement must be executed by the entity and state:
(a) The name of the foreign entity and, if the name does not comply with RCW 23.95.300, an alternate name adopted pursuant to RCW 23.95.525;
(b) The type of entity and, if it is a foreign limited partnership, whether it is a foreign limited liability limited partnership;
(c) The entity's jurisdiction of formation;
(d) The street and mailing addresses of the entity's principal office and, if the law of the entity's jurisdiction of formation requires the entity to maintain an office in that jurisdiction, the street and mailing addresses of the office;
(e) The information required by RCW 23.95.415(1);
(f) The names and addresses of the entity's governors and, if the entity is a business corporation or nonprofit corporation, the names and addresses of its officers;
(g) The date of the entity's formation and period of duration;
(h) The nature of the entity's business or purposes to be conducted or promoted in this state; and
(i) The date on which the entity first did, or intends to do, business in this state.
(2) The foreign entity shall deliver with the registration statement a certificate of existence, or a document of similar import, issued no more than sixty days before the date of submission of the registration statement and duly authenticated by the secretary of state or other official having custody of the entity's records in the entity's jurisdiction of formation.
[ 2015 c 176 § 1503.]
NOTES:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
2023 Revised Code of Washington › Title 23 - Corporations and Associations (Profit) (Business Corporation Act: See Title 23b Rcw) › Chapter 23.95 - Uniform Business Organizations Code. › 23.95.515 - Amendment of foreign registration statement.

RCW 23.95.515
Amendment of foreign registration statement.
A registered foreign entity shall promptly deliver to the secretary of state for filing an amendment to its foreign registration statement if there is a change in:
(1) The name of the entity;
(2) The type of entity, including, if it is a foreign limited partnership, whether the entity became or ceased to be a foreign limited liability limited partnership;
(3) The entity's jurisdiction of formation;
(4) An address required by RCW 23.95.510(1)(d); or
(5) The information required by RCW 23.95.415(1).
[ 2015 c 176 § 1504.]
NOTES:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
2023 Revised Code of Washington › Title 23 - Corporations and Associations (Profit) (Business Corporation Act: See Title 23b Rcw) › Chapter 23.95 - Uniform Business Organizations Code. › 23.95.520 - Activities not constituting doing business.

RCW 23.95.520
Activities not constituting doing business.
(1) Activities of a foreign entity that do not constitute doing business in this state under this chapter include, but are not limited to:
(a) Maintaining, defending, mediating, arbitrating, or settling an action or proceeding, or settling claims or disputes;
(b) Carrying on any activity concerning its internal affairs, including holding meetings of its interest holders or governors;
(c) Maintaining accounts in financial institutions;
(d) Maintaining offices or agencies for the transfer, exchange, and registration of securities of the entity or maintaining trustees or depositories with respect to those securities;
(e) Selling through independent contractors;
(f) Soliciting or obtaining orders by any means if the orders require acceptance outside this state before they become binding contracts and where the contracts do not involve any local performance other than delivery and installation;
(g) Creating or acquiring indebtedness, mortgages, or security interests in property;
(h) Securing or collecting debts or enforcing mortgages or security interests in property securing the debts;
(i) Conducting an isolated transaction that is completed within thirty days and that is not in the course of repeated transactions of a like nature;
(j) Owning, without more, property;
(k) Doing business in interstate commerce; and
(l) Operating an approved branch campus of a foreign degree-granting institution in compliance with chapter 28B.90 RCW and in accordance with subsection (2) of this section.
(2) In addition to those acts that are specified in subsection (1) of this section, a foreign degree-granting institution that establishes an approved branch campus in the state under chapter 28B.90 RCW shall not be deemed to transact business in the state solely because it:
(a) Owns and controls an incorporated branch campus in this state;
(b) Pays the expenses of tuition or room and board charged by the incorporated branch campus for its students enrolled at the branch campus or contributes to the capital thereof; or
(c) Provides personnel who furnish assistance and counsel to its students while in the state but who have no authority to enter into any transactions for or on behalf of the foreign degree-granting institution.
(3) A person does not do business in this state solely by being an interest holder or governor of a domestic entity or foreign entity that does business in this state.
(4) This section does not apply in determining the contacts or activities that may subject a foreign entity to service of process, taxation, or regulation under law of this state other than this chapter.
[ 2015 c 176 § 1505.]
NOTES:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
2023 Revised Code of Washington › Title 23 - Corporations and Associations (Profit) (Business Corporation Act: See Title 23b Rcw) › Chapter 23.95 - Uniform Business Organizations Code. › 23.95.525 - Noncomplying name of foreign entity.

RCW 23.95.525
Noncomplying name of foreign entity.
(1) A foreign entity whose name does not comply with RCW 23.95.300 for an entity of its type may not register to do business in this state until it adopts, for the purpose of doing business in this state, an alternate name that complies with RCW 23.95.300. A registered foreign entity that registers under an alternate name under this subsection need not comply with chapter 19.80 RCW. After registering to do business in this state with an alternate name, a registered foreign entity shall do business in this state under:
(a) The alternate name;
(b) Its entity name, with the addition of its jurisdiction of formation clearly identified; or
(c) An assumed or fictitious name the entity is authorized to use under chapter 19.80 RCW.
(2) If a registered foreign entity changes its name to one that does not comply with RCW 23.95.300, it may not do business in this state until it complies with subsection (1) of this section by amending its foreign registration statement to adopt an alternate name that complies with RCW 23.95.300.
[ 2015 c 176 § 1506.]
NOTES:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
2023 Revised Code of Washington › Title 23 - Corporations and Associations (Profit) (Business Corporation Act: See Title 23b Rcw) › Chapter 23.95 - Uniform Business Organizations Code. › 23.95.530 - Withdrawal of registration of registered foreign entity.

RCW 23.95.530
Withdrawal of registration of registered foreign entity.
(1) A registered foreign entity may withdraw its registration by delivering a statement of withdrawal to the secretary of state for filing. The statement of withdrawal must be executed by the entity and state:
(a) The name of the entity and its jurisdiction of formation;
(b) That the entity is not doing business in this state and that it withdraws its registration to do business in this state;
(c) That the entity revokes the authority of its registered agent to accept service on its behalf in this state; and
(d) An address to which service of process may be made under subsection (3) of this section.
(2) For foreign corporations, the statement of withdrawal must be accompanied by a copy of a revenue clearance certificate issued pursuant to RCW 82.32.260.
(3) After the withdrawal of the registration of an entity, service of process in any action or proceeding based on a cause of action arising during the time the entity was registered to do business in this state may be made pursuant to RCW 23.95.450.
[ 2017 c 31 § 3; 2015 c 176 § 1507.]
NOTES:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
2023 Revised Code of Washington › Title 23 - Corporations and Associations (Profit) (Business Corporation Act: See Title 23b Rcw) › Chapter 23.95 - Uniform Business Organizations Code. › 23.95.535 - Withdrawal deemed on conversion to domestic entity.

RCW 23.95.535
Withdrawal deemed on conversion to domestic entity.
A registered foreign entity that converts to any type of domestic entity is deemed to have withdrawn its registration on the effective date of the conversion.
[ 2015 c 176 § 1508.]
NOTES:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
2023 Revised Code of Washington › Title 23 - Corporations and Associations (Profit) (Business Corporation Act: See Title 23b Rcw) › Chapter 23.95 - Uniform Business Organizations Code. › 23.95.540 - Withdrawal on dissolution or conversion.

RCW 23.95.540
Withdrawal on dissolution or conversion.
(1) A registered foreign entity that has dissolved and completed winding up or has converted to a domestic or foreign person not subject to this chapter shall deliver a statement of withdrawal to the secretary of state for filing. The statement must be executed by the dissolved or converted entity and state:
(a) In the case of a foreign entity that has completed winding up:
(i) Its name and jurisdiction of formation; and
(ii) That the foreign entity surrenders its registration to do business in this state; and
(b) In the case of a foreign entity that has converted to a domestic or foreign person not subject to chapter 176, Laws of 2015:
(i) The name of the converting foreign entity and its jurisdiction of formation;
(ii) The type of person to which it has converted and its jurisdiction of formation;
(iii) That it surrenders its registration to do business in this state and revokes the authority of its registered agent to accept service on its behalf; and
(iv) A mailing address to which service of process may be made under subsection (2) of this section.
(2) After a withdrawal is effective under this section, service of process in any action or proceeding based on a cause of action arising during the time the foreign entity was registered to do business in this state may be made pursuant to RCW 23.95.450.
[ 2015 c 176 § 1509.]
NOTES:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
2023 Revised Code of Washington › Title 23 - Corporations and Associations (Profit) (Business Corporation Act: See Title 23b Rcw) › Chapter 23.95 - Uniform Business Organizations Code. › 23.95.545 - Transfer of registration.

RCW 23.95.545
Transfer of registration.
(1) If a registered foreign entity merges into a nonregistered foreign entity or converts to a foreign entity required to register with the secretary of state to do business in this state, the foreign entity shall deliver to the secretary of state for filing an application for transfer of registration. The application must be executed by the surviving or converted entity and state:
(a) The name of the registered foreign entity before the merger or conversion;
(b) The type of entity it was before the merger or conversion;
(c) The name of the applicant entity and, if the name does not comply with RCW 23.95.300, an alternate name adopted pursuant to RCW 23.95.525(1);
(d) The type of entity of the applicant entity and its jurisdiction of formation; and
(e) The following information regarding the applicant entity, if different than the information for the foreign entity before the merger or conversion:
(i) The street and mailing addresses of the principal office of the entity and, if the law of the entity's jurisdiction of formation requires it to maintain an office in that jurisdiction, the street and mailing addresses of that office; and
(ii) The information required pursuant to RCW 23.95.415(1).
(2) When an application for transfer of registration takes effect, the registration of the registered foreign entity to do business in this state is transferred without interruption to the entity into which it has merged or to which it has been converted.
[ 2015 c 176 § 1510.]
NOTES:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.