What is a Foreign LLC in Washington – Definition and Filing

If you have an LLC in Washington and want to expand your business beyond Washington, you must form a foreign LLC. Any business, especially a limited liability company, located in other states, starts its operation in Washington, must file a foreign LLC in Washington. To do so, every LLC needs to file additional filing documents, along with tax and relevant documents with the Washington government.

In this article, you’ll be reading about how to start a foreign LLC in Washington. Along with that, the page guides you through the steps involved in managing and maintaining a foreign LLC in Washington after you form it.

Forming a Foreign LLC in Washington

A foreign LLC does not need to be a company from another country but a business formed under the laws of another state. If you register your LLC in one state and operate your business in Washington, you probably need to register your LLC as a foreign entity here. Imagine, if your family owns a sushi restaurant in Alabama and you want to expand the chain somewhere in Texas, you must establish your restaurant in Texas as a foreign entity.

Anyone who has an active and in good standing LLC anywhere (except for Washington) and wants to expand their operations in Washington can file their LLC as a foreign entity. To start a foreign LLC in Washington, you need to register it with the Washington Secretary of State. Every state has a different rule for establishing a foreign LLC. Here are the steps to follow in Washington for registering a foreign LLC.

Note: These are generic steps to file a foreign LLC in Washington. Make sure to check with the State Secretary of State, before you start filing your business. – LLCBuddy Team

Step 1: Get the Certificate of Existence From Home State

Before you proceed to register your LLC in Washington as a foreign entity, you must get the Certificate of Existence issued from your home state SOS. This is an important document to register an LLC in a foreign state.

If your LLC is originally registered in Washington, then you must obtain the Certificate of Existence from Washington Secretary of State. If your LLC is in other states, the name of the same document might be different. Every LLC, registered in any state other than Washington must get this document to register a foreign LLC in Washington.

Filing Certificate of Existence: To receive the Certificate of Existence in Washington, you must Log in to SOS with the credentials you have. After logging in, you can request a Certificate of Existence by clicking on the option on the business details page. After making the payment you can get the confirmation.

Step 2: Choose Washington Foreign LLC Name

Obtain a name reservation certificate and submit it with your foreign qualification requirements to the Washington Secretary of State. Your LLC’s legal name outside of Washington will be listed on the application, along with the name it will use in Washington. Take note of the requirements for naming your LLC.

You can use the same name as your domestic LLC name, however, that name should be available in Washington to use. Check name availability at Washington’s business entity names and reserve your LLC name. There are a bunch of LLC naming guidelines in Washington when it comes to forming a foreign LLC. Check the guidelines before you name your business.

Step 3: Select Washington Foreign LLC Registered Agent

A registered agent is a person responsible for receiving all official and legal documents on behalf of your company, whether it is located domestically or in a foreign state. For a foreign LLC in Washington, you must have a registered agent from Washington only. No matter where your domestic LLC is located, you must hire a registered agent from Washington for your foreign LLC.

You’ll need a registered agent to form a foreign LLC in Washington and take note that the Washington Registered Agent must have a local address. Here are the best LLC services on our list that will provide you with registered agents to ease your worries:

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Step 4: File Application for Registration for Washington Foreign LLC

The most important step is to send the application for registration with Washington SOS. Download the PDF form from the Washington Secretary of State website or file it online (whichever method is available). The form must be filled out with the following details:

LLC’s full legal name.
A fictitious name or a DBA (only if your LLC’s legal name is not available); Attach a statement of adoption of the fictitious name signed by all LLC members.
- DBA filing method in Washington: three methods, online, by mail, and in person filing.
- Online: For online filing, check the Washington State Business Licensing Service website
- Offline: For filing offline in Washington, you must send the accomplished DBA filing form to the Washington Secretary of State, Corporations Division, P.O. Box 40234, Olympia, WA 98504-0234 or drop it off in person at 801 Capitol Way South, Olympia, WA 98501.
- DBA filing fee in Washington: $24
LLC’s principal office and mailing addresses
LLC formation state and date.
Registered agent’s name and address in Washington.
Date when your LLC will start operations in Washington.
Credit card information is on the last page of the form for the application fee.

Online Filing

The online filing of a foreign LLC in Washington requires you to Log in to SOS. If you are a new user, then register yourself with the SOS portal first before heading towards filing the foreign LLC. Once done, get the foreign limited liability form from the Business section. Submit the form after filling up the mandatory fields with appropriate information.

Offline Filling

For offline filing of a foreign LLC forming in Washington, get the Foreign LLC Registration Form. Download the form and fill it up. The paper form can be sent to the Secretary of State’s office at Secretary of State, Corporations Division. P.O. Box 40234 by mail or in person by visiting the SOS office.

Foreign LLC Registration Fee in Washington: The offline filing fee for a foreign LLC in Washington is $180. The online filings fees is $200. The additional $20 is charged in online filing for automatic expeditation. In case of online filing the processing starts immediately unlike offline filing.

The LLC cost in Washington, even for foreign LLCs will differ between online filing and by mail. Also, read about what’s the major difference between Washington’s domestic and foreign LLCs.

Step 5: Determine How Your Washington Foreign LLC is taxed

Foreign LLCs are also subjected to the Washington Business Privilege Tax and must file LLC annual reports each year. If you have a single-member foreign LLC then it will be considered as a ‘disregarded LLC’ by IRS. That means the LLC will not be regarded as a company but it will be taxed as an individual (the owner). If you already have an LLC in the home state, you must have obtained the EIN as well. You don’t need to obtain the EIN in Washington for a foreign LLC separately as it is issued from the IRS.

For other types of LLCs (member-managed or manager-managed LLCs), it will be a ‘pass-through taxation‘ where the LLCs don’t get taxed separately, instead, the members and managers are taxed based on their personal income. So, foreign LLCs are taxed as same as domestic LLCs in Washington. However, it is recommended to check with the Washington Secretary of State for state-wise taxes.

Note that forming a foreign LLC would be good for your business as you can legally operate in a different state thus reaching a larger market and opening more opportunities for higher profit.

Filing Washington Foreign LLC Online – Quick Recap

Get the Certificate of Existence from your home state where your LLC is originally registered
Check if the name of your LLC is available in Washington to use for your foreign LLC. If not, file DBA name with Washington SOS.
Get a registered agent in Washington to represent your foreign LLC in Washington. Recommended, professional help instead of being your own registered agent.
File the Application of Foreign LLC with the Washington Secretary of State following the mentioned method(s) above.
Make the processing fee.

BOI Reporting

According to the Corporate Transparency Act, every LLC (or business) has to send a BOI reporting to the Financial Crimes Enforcement Network (FinCEN). Once you establish an LLC and if it is enlisted under the list of reporting companies, you must file your BOI report in Washington with the FinCEN.

After Forming Washington Foreign LLC

Here are added things you need to accomplish after forming your Washington Foreign LLC

Obtain Business Licenses. Find the business licenses you’ll need using the Business License Search. You can contact the license office at Washington Secretary of State.
File LLC annual reports and Business Privilege Tax. You must file an Annual Report before the stipulated time frame after forming your LLC in Washington. Here’s everything about Washington LLC Annual Reports.
Pay State Taxes like sales tax; you’ll need an EIN for your LLC.

FAQs

What is the process for forming a foreign LLC in Washington?

To form a foreign LLC in Washington, you must file an Application for Certificate of Authority with the Washington Secretary of State.

Can I use my current LLC from another state in Washington?

No, you must register your foreign LLC in Washington in order to do business there.

Is there a fee to register a foreign LLC in Washington?

Yes, there is a fee required to file the Application for Certificate of Authority with the Washington Secretary of State.

Do I need a registered agent for my foreign LLC in Washington?

Yes, a registered agent is required for your foreign LLC in Washington.

What is the role of a registered agent in Washington for a foreign LLC?

The registered agent in Washington serves as the official point of contact for legal and tax matters for the foreign LLC.

How long does it take to register a foreign LLC in Washington?

The processing time for registering a foreign LLC in Washington can vary, but typically it takes a few weeks.

Do I need to provide a Certificate of Good Standing from my home state when registering a foreign LLC in Washington?

Yes, a Certificate of Good Standing from your home state is typically required when registering a foreign LLC in Washington.

Can I change the name of my foreign LLC when registering in Washington?

If the name of your foreign LLC is not available in Washington, you will need to choose a different name for registration.

Are there any ongoing compliance requirements for a foreign LLC in Washington?

Yes, foreign LLCs in Washington must file an Annual Report and pay a filing fee each year.

What tax obligations does a foreign LLC have in Washington?

Foreign LLCs in Washington are subject to state and local taxes, including sales tax and business and occupation tax.

Can I operate my foreign LLC in Washington without registering?

No, it is illegal to conduct business in Washington with a foreign LLC that is not properly registered.

Do I need a Washington business license for my foreign LLC?

Depending on the nature of your business activities, you may need to obtain a business license in Washington for your foreign LLC.

Can I apply for a business bank account for my foreign LLC in Washington?

Yes, once your foreign LLC is registered in Washington, you can apply for a business bank account.

Are there any restrictions on the types of business activities foreign LLCs can engage in within Washington?

Foreign LLCs must comply with all applicable laws and regulations governing business activities in Washington.

How do I dissolve a foreign LLC registered in Washington?

To dissolve a foreign LLC in Washington, you must file a Certificate of Dissolution with the Washington Secretary of State.

What is the difference between a foreign LLC and a domestic LLC in Washington?

A foreign LLC is formed in a different state or country and registered to do business in Washington, while a domestic LLC is formed within the state of Washington.

Can I convert my foreign LLC into a domestic LLC in Washington?

Yes, a foreign LLC can convert into a domestic LLC by following the specified conversion process in Washington.

Are there any residency requirements for members or managers of a foreign LLC in Washington?

There are no residency requirements for members or managers of a foreign LLC in Washington.

Can I transfer my foreign LLC registration from another state to Washington?

No, you must file a new Application for Certificate of Authority to register your foreign LLC in Washington.

Do foreign LLCs in Washington need to carry insurance?

While not required by law, it is recommended for foreign LLCs in Washington to obtain appropriate insurance coverage.

Can I use a PO Box as the registered office for my foreign LLC in Washington?

No, a physical street address must be provided as the registered office for a foreign LLC in Washington.

What are the penalties for operating a foreign LLC in Washington without proper registration?

Operating a foreign LLC in Washington without proper registration can lead to fines, penalties, and legal consequences.

Can I reinstate a foreign LLC in Washington if it is administratively dissolved?

Yes, you can reinstate a foreign LLC in Washington by filing a reinstatement application and paying any outstanding fees.

Do foreign LLCs in Washington need to appoint officers?

Foreign LLCs are not required to have officers, but may choose to appoint officers as part of their management structure.

Can I amend the articles of organization for my foreign LLC in Washington?

Yes, you can file an Amended Certificate of Authority to make changes to the articles of organization for your foreign LLC in Washington.

How can I verify if my foreign LLC registration in Washington is in good standing?

You can check the status of your foreign LLC registration in Washington online through the Washington Secretary of State website.

Can I convert my foreign LLC into a different business entity in Washington?

Yes, a foreign LLC can convert into a different type of business entity by following the conversion process specified by the Washington Secretary of State.

Are there any restrictions on the number of members in a foreign LLC in Washington?

Foreign LLCs in Washington may have any number of members, as determined by the operating agreement or articles of organization.

Do I need a registered agent in Washington for my foreign LLC?

Yes, in order to form a foreign LLC in Washington, you must appoint a registered agent who has a physical address in the state.

What is the filing fee for registering a foreign LLC in Washington?

The filing fee for registering a foreign LLC in Washington is $180.

In Conclusion

Having a foreign LLC in Washington is nothing but expanding your business legally beyond the boundary of your domestic or home state. Starting a foreign LLC in Washington does not require a lot of documentation or tasks. However, it is always good to seek help from a professional when it comes to running your business. From getting the Certificate of Existence to hiring a registered agent in Washington, a professional or attorney can always be a perfect help. ZenBusiness is one of the most accurate and user-friendly services that offer a bunch of LLC formation services. They offer LLC formation for $0 (excluding the state formation fee).

The cost of registering a foreign LLC in Washington can vary depending on a range of factors. While the initial registration fees and ongoing expenses can be a significant investment, many companies find that the benefits of establishing a presence in the state outweigh the costs. By carefully considering the expenses involved and budgeting accordingly, companies can ensure that their foreign LLC in Washington is a success.