WSR 10-16-063

EMERGENCY RULES

SECRETARY OF STATE


[ Filed July 29, 2010, 9:12 a.m. , effective July 29, 2010, 9:12 a.m. ]


Effective Date of Rule: Immediately.

Purpose: To implement certain fee changes made in the 2010 legislative session, taking place before the regular rules process is completed.

Citation of Existing Rules Affected by this Order: Amending WAC 434-112-080 and 434-112-085.

Statutory Authority for Adoption: RCW 43.07.120.

Other Authority: RCW 23B.01.220, 24.03.405, 24.06.450, 25.10.605, 25.15.805.

Under RCW 34.05.350 the agency for good cause finds that in order to implement the requirements or reductions in appropriations enacted in any budget for fiscal years 2009, 2010, or 2011, which necessitates the need for the immediate adoption, amendment, or repeal of a rule, and that observing the time requirements of notice and opportunity to comment upon adoption of a permanent rule would be contrary to the fiscal needs or requirements of the agency.

Reasons for this Finding: 2SHB 2576 removed the corporations and charities division from the general fund and allowed certain changes to current user fees in rule. This change becomes effective July 12, 2010. These fees will be the only source of funding for the division and must be implemented by August 1, 2010. Regular rules are in the process of being filed and a public hearing on them will be later in the fall of 2010.

Number of Sections Adopted in Order to Comply with Federal Statute: New 0, Amended 0, Repealed 0; Federal Rules or Standards: New 0, Amended 0, Repealed 0; or Recently Enacted State Statutes: New 0, Amended 2, Repealed 0.

Number of Sections Adopted at Request of a Nongovernmental Entity: New 0, Amended 0, Repealed 0.

Number of Sections Adopted on the Agency's Own Initiative: New 0, Amended 0, Repealed 0.

Number of Sections Adopted in Order to Clarify, Streamline, or Reform Agency Procedures: New 0, Amended 0, Repealed 0.

Number of Sections Adopted Using Negotiated Rule Making: New 0, Amended 0, Repealed 0; Pilot Rule Making: New 0, Amended 0, Repealed 0; or Other Alternative Rule Making: New 0, Amended 2, Repealed 0.

Date Adopted: July 29, 2010.

Steve Excell

Assistant Secretary of State

OTS-3478.1


AMENDATORY SECTION(Amending WSR 09-06-036, filed 2/24/09, effective 3/27/09)

WAC 434-112-080   In-person or expedited service -- Special fees.   (((1) The corporations division counter is open for corporations and charities program services to in-person requests from 8:00 a.m. to 5:00 p.m. each business day.

(a) Staff provides expedited, same-day processing of documents or requests submitted in person prior to 4:30 p.m. on that day. The corporations division is unable to guarantee same day processing of any filing or request submitted after 4:30 p.m. on that day.

(b) Expedited requests submitted by fax, mail or on-line will be completed within two working days of submission, or as soon thereafter as possible.

(2) Expedited services under this section are available for the following transactions:

(a) Business filing transactions:

(i) Charter document review and filing;

(ii) Name reservation review and filing;

(iii) Document certification;

(iv) Document copying or status certificates;

(v) Status change filings;

(vi) Reinstatements; and

(vii) Trademark filings.

(b) Charities program filings:

(i) Document review and filing including initial registration and renewals of charities, commercial fund-raisers and charitable trusts;

(ii) Document copying and status verification letters;

(iii) Status change filings.

(c) Apostille requests submitted at the corporations division counter.

(3) The fee for expedited service is twenty dollars for single or multiple transactions within each new or existing corporation program file, or charities program file. In addition, the filing fee for each transaction will apply.

(4) Except for on-line filings, the filing party shall indicate that expedited processing is requested by:

(a) Submitting a completed contact information cover sheet as described by WAC 434-112-040 indicating that the document is submitted for expedited filing; or

(b) Placing the word "expedite" conspicuously on either the face of the document to be filed, or on any cover letter submitted with the document.

(5) All documents submitted for filing on-line and corporations documents submitted via facsimile transmission are treated as expedited processing requests. Registrations with the charities program may not be submitted by facsimile. Documents transmitted via facsimile will receive expedited processing within two working days of submission, or as soon thereafter as possible when the documents are received between 8:00 a.m. and 5:00 p.m. Pacific time each business day. The fee for facsimile filings is twenty dollars for single or multiple transactions within each new or existing corporation or trademark file. In addition, the filing fee for each transaction will apply.

(6) There is no expedited fee for the following transactions, unless they are submitted via facsimile transmission or on-line:

(a) Registered agent or address change;

(b) Initial reports;

(c) License renewal and required annual report;

(d) Amended annual reports;

(e) In-person inspection or review of corporation files or other public documents located in the corporations division office;

(f) Documents left at the counter for processing with mail-in documents received the same day; or

(g) A search for nonactive corporations less than twenty years old or trademark files less than six years old.

(7) If staff cannot complete the expedited service request before the end of the same day, or the second consecutive business day for facsimile filings, the transaction will be completed as soon as possible.

(8) Emergency services needed outside regular business hours requiring employee overtime are one hundred fifty dollars per hour plus regulatory or statutory fees due for the form of the filing. When the division receives an emergency request, staff notifies the customer of the service fee and any other reasonable conditions set by the director. The customer must agree to pay the fees or have received a fee waiver before emergency services are provided.

(9) Service may be limited under extraordinary circumstances.

(a) Over-the-counter service hours may be shortened under extraordinary circumstances.

(b) Separate over-the-counter service requests by one person may be limited to those relating to three corporations per day.

(c) Documents submitted by courier services or document-handling companies may receive twenty-four-hour service or as soon thereafter as possible.

(d) A customer may make alternate arrangements with the director prior to bringing or sending in documents, if a sudden, unexpected situation occurs during the business day.

(10) A person submitting a filing or request may submit a written request asking the secretary to waive emergency or penalty fees.

(a) The request must include the special circumstances justifying the fee waiver.

(b) Under special circumstances the secretary may waive emergency or penalty fees.

(11) Fees for expedited or in-person processing will not be refunded.)) (1) In-person service is available at the division's counter which is open for all program service requests from 8:00 a.m. to 5:00 p.m. each business day. The fee for in-person service is fifty dollars plus any transaction fee.

(a) The division is unable to guarantee same-day processing of any filing or request submitted in-person after 4:30 p.m. on that day.

(b) There is no in-person service fee for documents dropped off in-person for processing with nonexpedited documents received that day.

(c) There is no in-person service fee for photocopies requested in person.

(2) Expedited service requests, including on-line services, will be completed within two working days of submission or as soon thereafter as possible. Expedited service is available on:

(a) All paper documents submitted to our office by fax or mail for filing relating to any division program;

(b) Document copying;

(c) Certification and status certificates;

(d) Research requests for documents on-site.

(3) The fee for expedited service is fifty dollars for single or multiple transactions on paper within each new or existing division program file. In addition, the filing fee for each transaction will apply. If an on-line filing is subsequently filed in person, the paper expedite fee applies.

(4) The filing party may indicate that expedited processing is requested by placing the word "expedite" in bold letters on either the envelope, the face of the document to be filed, or on any cover letter submitted with the document.

(5) Documents submitted via fax will receive expedited processing if accompanied by the expedite service fee. Otherwise, it will be processed with nonexpedited documents received the same day.

(6) Services may be limited under extraordinary circumstances.

(a) Over-the-counter service hours may be shortened under extraordinary circumstances.

(b) Separate over-the-counter requests by one person may be limited to those relating to three corporations per transaction.

(7) Emergency services outside regular business hours requiring employee overtime are one hundred fifty dollars per hour plus transaction fees due on any filing. When the division receives a request for emergency services, staff will notify the customer of the service fee and any other reasonable conditions set by the director. The customer must agree to pay the fees or have received a fee waiver before emergency services are provided.

(8) A customer may make alternate arrangements with the director prior to bringing or sending in documents if a sudden, unexpected situation occurs during the business day.

(9) A customer may submit a written request asking the secretary to waive emergency or penalty fees, which must include the special circumstances justifying the fee waiver. The secretary will make the determination to waive fees or not.

(10) In-person or expedited service fees are not refundable.

[Statutory Authority: RCW 23.86.070, 23B.01.200, 23B.01.220, 24.03.405, 25.10.600, 43.07.120. 09-06-036, 434-112-080, filed 2/24/09, effective 3/27/09. Statutory Authority: RCW 23B.01.200(2), 24.03.007, [24.03.]008, 25.15.007, 19.09.020(15), [19.09].315, 19.77.115, and 43.07.170. 04-04-018, 434-112-080, filed 1/23/04, effective 2/23/04.]


AMENDATORY SECTION(Amending WSR 09-06-036, filed 2/24/09, effective 3/27/09)

WAC 434-112-085   Fees and penalties.   (((1) For Washington registered profit domestic and foreign corporations, including profit cooperative associations, employee cooperative associations, limited liability companies, limited partnerships, Massachusetts trusts and limited liability partnerships, fees and penalties are as follows:

(a) Articles of incorporation, certificates of formation, certificate of limited partnership and other original filings, one hundred eighty dollars;

(b) Articles of amendment, restatement, correction, or revocation of dissolution, thirty dollars; articles of amendment for limited partnerships are twenty-five dollars;

(c) License renewal with required annual report filed after due date and before administrative dissolution, penalty fee of twenty-five dollars, plus the statutory fee of fifty dollars and the department of licensing handling fee of nine dollars; limited partnership and limited liability partnership annual report statutory fee is fifty dollars;

(d) Reinstatement, one hundred dollars plus all delinquent license or annual fees and a twenty-five percent penalty computed on the total amount;

(e) Articles of merger or exchange, twenty dollars for each listed company;

(f) Resignation of registered agent, twenty dollars;

(g) Resignation of officer or director, an initial report or amended annual report, and the appointment or change of registered agent or change of registered address, ten dollars;

(h) Registration, reservation, or transfer of name, thirty dollars;

(i) Articles of dissolution, certificate of withdrawal, dissolution by judicial decree, or revocation of certificate of authority by either failure to renew or judicial decree, no fee;

(j) Agent's consent to act as agent, agent's resignation if appointed without consent, or annual report when filed concurrently with annual license fee, no fee; and

(k) Other statement or report filed, ten dollars.

(2) For Washington registered domestic and foreign nonprofit corporations, nonprofit miscellaneous and mutual corporations, building corporations, and other associations and corporations under Title 24 RCW, fees and penalties are as follows:

(a) Articles of incorporation and other original filings, thirty dollars;

(b) Articles of amendment, restatement, twenty dollars;

(c) Articles of dissolution or certificate of withdrawal, no fee;

(d) Revocation of dissolution, twenty dollars;

(e) Reinstatement following administrative dissolution, thirty dollars plus all delinquent annual fees and a five-dollar penalty;

(f) Articles of merger or exchange, twenty dollars for each listed corporation;

(g) Resignation of officer or director, an initial report or amended annual report, the appointment or change of registered agent, or change of registered address, ten dollars;

(h) Resignation of registered agent, twenty dollars;

(i) Registration, reservation, or transfer of reservation of name, twenty dollars;

(j) Certificate of election adopting provisions of chapter 24.03 RCW as described in RCW 24.03.017, thirty dollars; and

(k) Other statement or report filed, ten dollars.

(3) For registering trademarks for use within the state, the fees are as follows:

(a) For a five-year registration or renewal, fifty dollars for each class in which the trademark is registered;

(b) For recording the assignment of a trademark and its registration or application for registration, ten dollars;

(c) For a new certificate with the name of the new assignee, five dollars;

(d) For reservation of a trademark for one hundred eighty days, thirty dollars for each class in which the trademark is reserved;

(e) For amendment of a trademark to add new classes of goods or services, fifty dollars for each class added by the amendment;

(f) Cancellation of trademark, no fee; and

(g) Other statement or report filed, ten dollars.

(4) For registration of a declaration of state registered domestic partnership, or registration of a notice of termination of state registered domestic partnership, fifty dollars each.

(5) Fees paid under WAC 434-112-085 are not refundable. Under special circumstances, the filing party may petition the secretary in writing to request a waiver of emergency or penalty fees.)) (1) For Washington registered profit domestic and foreign corporations, including employee cooperative associations, limited liability companies, limited partnerships, Massachusetts trusts, and limited liability partnerships, fees and penalties are:


(a) Articles of incorporation one hundred eighty dollars (includes heritage center fee of five dollars under RCW 43.07.128)
(b) Certificates of formation one hundred eighty dollars (includes heritage center fee of five dollars under RCW 43.07.128)
(c) Applications for registration one hundred eighty dollars (includes heritage center fee of five dollars under RCW 43.07.128)
(d) Certificates of authority one hundred eighty dollars (includes heritage center fee of five dollars under RCW 43.07.128)
(e) Certificate of limited partnership one hundred eighty dollars (includes heritage center fee of five dollars under RCW 43.07.128)
(f) Other original filings one hundred eighty dollars (includes heritage center fee of five dollars under RCW 43.07.128)
(g) Articles of amendment thirty dollars
(h) Articles of restatement thirty dollars
(i) Articles of correction thirty dollars
(j) Revocation of dissolution or withdrawal thirty dollars
(k) Delinquent license renewal ninety-four dollars, including twenty-five dollars penalty, sixty dollars statutory fee, and nine dollars department of licensing handling fee
(l) Limited partnership annual report sixty dollars
(m) Limited Liability partnership annual report sixty dollars
(n) Limited liability limited partnership annual report sixty dollars
(o) Cooperative association annual report ten dollars
(p) Reinstatement from administrative dissolution one hundred dollars plus all delinquent license or annual fees and a twenty-five percent penalty computed on the total amount
(q) Articles of merger or exchange twenty dollars for each listed company
(r) Resignation of registered agent twenty dollars
(s) Resignation of officer or director ten dollars
(t) Initial report filed with formation no fee
(u) Amended annual report ten dollars
(v) Change of registered agent no fee
(w) Change of registered office address no fee
(x) Registration, reservation, or transfer of name thirty dollars
(y) Articles of dissolution or certificate of dissolution no fee
(z) Certificate of withdrawal no fee
(aa) Certificate of cancellation no fee
(bb) Revocation of certificate of authority no fee
(cc) Agent's consent to act as agent no fee
(dd) Agent's resignation if appointed without consent no fee
(ee) Other statement or report ten dollars

(2) For Washington registered domestic and foreign nonprofit corporations, cooperative associations, nonprofit miscellaneous and mutual corporations, building corporations, and other associations and corporations under Title 24 RCW, fees and penalties are:


(a) Articles of incorporation thirty dollars
(b) Certificates of authority thirty dollars
(c) Other original filings thirty dollars
(d) Articles of amendment twenty dollars
(e) Restatement twenty dollars
(f) Annual report ten dollars
(g) Articles of dissolution, certificate of withdrawal no fee
(h) Reinstatement from administrative dissolution thirty dollars plus all delinquent annual fees and five dollar penalty
(i) Articles of merger or exchange twenty dollars for each listed corporation
(j) Resignation of officer or director ten dollars
(k) Amended annual report ten dollars
(l) Change of registered agent no fee
(m) Change of registered office address no fee
(n) Resignation of registered agent twenty dollars
(o) Registration, reservation, or transfer of reservation of name twenty dollars
(p) Certificate of election adopting provisions of chapter 24.03 RCW thirty dollars
(q) Other statement or report filed ten dollars

(3) For registering trademarks for use within the state, the fees are as follows:


(a) Five year registration fifty-five dollars (includes five dollars heritage center fee) for each class registered
(b) Five year renewal fifty dollars for each class registered
(c) Recording assignment ten dollars (includes registration)
(d) New certificate with name of assignee five dollars
(e) Reservation of trademark thirty dollars for each class reserved, for one hundred eighty days
(f) Amendment of trademark adding classes fifty dollars for each class
(g) Cancellation of trademark no fee
(h) Other statement or report filed ten dollars

(4) For filings related to state registered domestic partnership, the fees are:


(a) Registration fifty dollars
(b) Name change no fee
(c) Address change no fee
(d) Notice of termination by reason of death no fee

(5) Fees paid under this section are not refundable. Under special circumstances, the filing party may petition the secretary in writing to request a waiver of emergency or penalty fees.

[Statutory Authority: RCW 23.86.070, 23B.01.200, 23B.01.220, 24.03.405, 25.10.600, 43.07.120. 09-06-036, 434-112-085, filed 2/24/09, effective 3/27/09. Statutory Authority: RCW 43.07.400 and 9A.56.078. 07-20-065, 434-112-085, filed 9/28/07, effective 10/29/07. Statutory Authority: RCW 23B.01.200(2), 24.03.007, [24.03.]008, 25.15.007, 19.09.020(15), [19.09].315, 19.77.115, and 43.07.170. 04-04-018, 434-112-085, filed 1/23/04, effective 2/23/04.]

Washington State Code Reviser's Office