WSR 11-07-016

PROPOSED RULES

SECRETARY OF STATE


[ Filed March 8, 2011, 2:35 p.m. ]

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



AMENDATORY SECTION [(Amending WSR 10-20-150, filed 10/6/10, effective 11/6/10)]WAC 434-112-085   Fees and penalties.   (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, 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 and a twenty-five percent penalty computed on the total amount
(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

(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 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 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.

[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.

Washington State Code Reviser's Office