PROPOSED RULES
Original Notice.
Preproposal statement of inquiry was filed as WSR 11-03-061.
Title of Rule and Other Identifying Information: Washington registered profit corporations, limited liability companies, and limited partnerships that have lapsed registrations and must reinstate with the secretary of state's office.
Hearing Location(s): Office of the Secretary of State, Corporations and Charities Division, Dolliver Building, 801 South Capitol Way, Olympia, WA 98504, on April 26, 2011, at 10:00 a.m.
Date of Intended Adoption: May 24, 2011.
Submit Written Comments to: Kathy Kimbel, P.O. Box 40234, Olympia, WA 98504-0234, e-mail kathy.kimbel@sos.wa.gov, fax (360) 586-4989, by April 26, 2011.
Assistance for Persons with Disabilities: Contact Sharon Baker by April 25, 2011, TTY (800) 422-8683 or (360) 725-0312.
Purpose of the Proposal and Its Anticipated Effects, Including Any Changes in Existing Rules: To drop twenty-five percent reinstatement penalty from current rule, and charge a flat reinstatement fee of $140 (WAC 434-112-085 and 434-130-090) to reduce customer confusion and employee time spent on calculations. Proposed effective date: July 1, 2011.
Reasons Supporting Proposal: Agency study determined that a flat reinstatement fee has a negligible reduction (less than $10k per year) to GF-S revenue, yet provides a clearer, more concise method of payment for customers.
Statutory Authority for Adoption: RCW 23B.01.220, 25.15.805, 25.10.916.
Rule is not necessitated by federal law, federal or state court decision.
Agency Comments or Recommendations, if any, as to Statutory Language, Implementation, Enforcement, and Fiscal Matters: This rule change is estimated to have a negligible impact on GF-S, and will create efficiencies in the division by simplifying the reinstatement fee calculation. It is also anticipated to reduce customer confusion and rejections of customer's reinstatement applications that have been submitted for an incorrect fee.
Name of Proponent: Office of secretary of state, corporations and charities division, governmental.
Name of Agency Personnel Responsible for Drafting: Pam Floyd, 801 Capitol Way South, Olympia, WA 98504, (360) 725-0310; Implementation and Enforcement: Kathy Kimbel, 801 Capitol Way South, Olympia, WA 98504, (360) 725-0330.
No small business economic impact statement has been prepared under chapter 19.85 RCW. The impact to small businesses who have lapsed registrations will only be $2.50 in additional fees (for single year reinstatements) or $10 less (for multi-year reinstatements). Since this fee change impacts an estimated two percent of the total profit, LLC and LP entities on file with the secretary of state's office, and an even small percentage of small businesses, the impact is considered minimal.
A cost-benefit analysis is required under RCW 34.05.328. A preliminary cost-benefit analysis may be obtained by contacting Pam Floyd, Office of the Secretary of State, Corporations and Charities Division, P.O. Box 40234, Olympia, WA 98504-0234, phone (360) 725-0310, fax (360) 586-4989, e-mail Pam.floyd@sos.wa.gov.
March 8, 2011
Steve Excell
Assistant Secretary of State
| (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, when applicable |
| (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 forty
dollars plus all
delinquent license or
annual fees |
| (q) Requalification from administrative revocation | one hundred eighty dollars plus all delinquent fees |
| (r) Articles of merger or exchange | twenty dollars for each listed company |
| (s) Resignation of registered agent | twenty dollars |
| (t) Resignation of officer or director | ten dollars |
| (u) Initial report filed with formation | no fee |
| (v) Amended annual report or initial report filed after formation | ten dollars |
| (w) Change of registered agent | no fee |
| (x) Change of registered office address | no fee |
| (y) Registration, reservation, or transfer of name | thirty dollars |
| (z) Articles of dissolution or certificate of dissolution | no fee |
| (aa) Certificate of withdrawal | no fee |
| (bb) Certificate of cancellation | 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 |
| (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 |
| (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 | fifty dollars for each class |
| (g) Cancellation of trademark | no fee |
| (h) Other statement or report filed | ten dollars |
| (a) Registration | fifty dollars |
| (b) Name change | no fee |
| (c) Address change | no fee |
| (d) Notice of termination by reason of death | no fee |
[Statutory Authority: RCW 11.110.070, 18.100.035, 19.77.015, [19.77.]030, [19.77.]050, [19.77.]060, 23.86.075, 23.90.050, 23B.01.200, [23B.01.]220, 24.03.007, [24.03.]302, [24.03.]405, [24.03.]410, 24.06.290, [24.06.]440, [24.06.]445, [24.06.]450, [24.06.]455, [24.06.]485, 25.10.006, [25.10.]171, [25.10.]605, [25.10.]610, [25.10.]916, [25.10.]921, 25.15.007, [25.15.]810, 43.07.120, [43.07.]128, [43.07.]130, 46.64.040. 10-20-150, § 434-112-085, filed 10/6/10, effective 11/6/10. 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.]
Reviser's note: The bracketed material preceding the section above was supplied by the code reviser's office.
Reviser's note: The typographical error in the above section occurred in the copy filed by the agency and appears in the Register pursuant to the requirements of RCW 34.08.040.
AMENDATORY SECTION [(Amending WSR 10-15-035, filed 7/13/10,
effective 8/13/10)]WAC 434-130-090
Fees.
For Washington registered
domestic and foreign limited liability companies fees are as
follows:
(1) Certificate of formation or application for registration, one hundred eighty;
(2) Annual report license renewal, sixty dollars plus the department of licensing's handling fee of nine dollars;
(3) Certificate of amendment, restated certificate, or amended and restated certificate, thirty dollars;
(4) Delinquent annual report license renewal, penalty fee of twenty-five dollars, plus the renewal fee of sixty dollars plus the department of licensing's handling fee of nine dollars;
(5) Reinstatement, one hundred forty dollars plus all
delinquent license or annual fees and a twenty-five percent
penalty computed on the total amount;
(6) Articles of merger, twenty dollars for each listed company;
(7) Statement of change of registered agent, registered office address, or designation of new registered agent, no fee;
(8) Resignation of registered agent, twenty dollars per entity name;
(9) An initial report or amended annual report, ten dollars;
(10) Registration, reservation, or transfer of name, thirty dollars;
(11) Certificate of dissolution, certificate of cancellation, or dissolution by judicial decree, no fee;
(12) Revocation of certificate of dissolution, thirty dollars plus any possible missed license fees;
(13) Agent's resignation if appointed without consent, no fee; and
(14) Other statement or report filed, ten dollars.
Under special circumstances, the filing party may petition the secretary in writing to request a waiver of emergency or penalty fees.
[Statutory Authority: RCW 25.15.007, 25.15.805, 25.15.810, and 43.07.120. 10-15-035, § 434-130-090, filed 7/13/10, effective 8/13/10. Statutory Authority: RCW 25.15.805, 25.15.810 and 23B.01.220. 99-12-007, § 434-130-090, filed 5/20/99, effective 6/20/99. Statutory Authority: Chapter 25.15 RCW and 1994 c 211. 94-19-005, § 434-130-090, filed 9/8/94, effective 10/1/94.]
Reviser's note: The bracketed material preceding the section above was supplied by the code reviser's office.
Reviser's note: The typographical error in the above section occurred in the copy filed by the agency and appears in the Register pursuant to the requirements of RCW 34.08.040.