WSR 21-01-016
PROPOSED RULES
SECRETARY OF STATE
[Filed December 3, 2020, 12:34 p.m.]
Original Notice.
Preproposal statement of inquiry was filed as WSR 20-20-113.
Title of Rule and Other Identifying Information: Update to filing information and procedures for corporate filing found in Title 434 WAC. Including, but not limited to, WAC 434-112-023, 434-112-050, 434-112-075, 434-112-080, 434-112-085, 434-112-090, 434-120-035, 434-120-042, and others.
Hearing Location(s): On January 26, 2021, at 2:00 p.m., at Corporations and Charities Division, 801 Capitol Way South, Olympia, WA. The hearing will be conducted using WebEX, to join the hearing a person can call the following telephone number 206-207-1700 and enter the attendance code 146 363 9809. People will be able to hear and comment.
Date of Intended Adoption: January 27, 2021.
Submit Written Comments to: Patrick Reed, Office of the Secretary of State (SOS), P.O. [Box] 40234, Olympia, WA 98504, email Patrick.reed@sos.wa.gov, www.sos.wa.gov/corps.
Assistance for Persons with Disabilities: Contact Patrick Reed, phone 360-725-0358, email Patrick.reed@sos.wa.gov.
Purpose of the Proposal and Its Anticipated Effects, Including Any Changes in Existing Rules: Update rules to reflect changes in filing processes.
Statutory Authority for Adoption: Chapters
11.110, 18.100, 19.77, 19.09, 23.86, 23.90, 23B.01, 24.03, 24.06, 25.10, 25.15, 43.07,
46.64 RCW.
Rule is not necessitated by federal law, federal or state court decision.
Name of Proponent: SOS, governmental.
Name of Agency Personnel Responsible for Drafting, Implementation, and Enforcement: Patrick Reed, Olympia, 360-725-0358.
A school district fiscal impact statement is not required under RCW
28A.305.135.
A cost-benefit analysis is not required under RCW
34.05.328.
This rule proposal, or portions of the proposal, is exempt from requirements of the Regulatory Fairness Act because the proposal:
Is exempt under RCW
19.85.025(3) as the rules set or adjust fees under the authority of RCW
19.02.075 or that set or adjust fees or rates pursuant to legislative standards, including fees set or adjusted under the authority of RCW
19.80.045.
December 3, 2020
Mark Neary
Assistant Secretary of State
OTS-2789.1
AMENDATORY SECTION(Amending WSR 15-22-047, filed 10/29/15, effective 1/1/16)
WAC 434-112-023Preclearance.
Records will only be precleared in person at the front counter. ((The filing fee is ten dollars plus the immediate service fee of fifty dollars. If immediate service is not required, the record may be left for processing with other records received that day and the precleared record will be returned by mail or electronically within five business days.)) If grounds for rejection are found, a notice of the grounds will be included with the returned record.
AMENDATORY SECTION(Amending WSR 15-22-047, filed 10/29/15, effective 1/1/16)
WAC 434-112-040Standards for confirmation of filed records.
All paper or electronic business related records are returned to the registered agent's ((mail or electronic))email address on behalf of the entity when processing is completed unless the record indicates otherwise.
AMENDATORY SECTION(Amending WSR 15-22-047, filed 10/29/15, effective 1/1/16)
WAC 434-112-045Rejection of records.
(1) The corporations program may reject paper or electronic records that:
(a) Are not legible; or
(b) Are not able to be recorded as an image with adequate resolution and clarity; or
(c) Are incomplete; or
(d) Are not permitted to be filed in the corporations office; or
(e) Paper records completed in pencil or faxed will not be accepted for filing.
(2) Additional information or payment may be requested by telephone, email or letter.
(3) The corporations program may hold records for up to thirty days to await additional information or funds needed to complete the filing process. After thirty days, new records and fees ((are))may be required.
(4) Records that do not include a return address will not be accepted for filing.
AMENDATORY SECTION(Amending WSR 15-22-047, filed 10/29/15, effective 1/1/16)
WAC 434-112-050Filing procedure.
(1) Persons submitting paper business records under chapters
18.100,
19.77 RCW, or Titles
23,
23B,
24,
25 RCW, and chapter 176, Laws of 2015, must submit one copy of the record for filing.
(2) The corporations program will retain a digital image of the paper or electronic record submitted for filing. The corporations program will, on completion of the filing, send a confirmation per WAC 434-112-040.
(3) The corporations program may return the completed filed record via email or other electronic means if the record indicates that an electronic response is acceptable.
(4) If a record submitted for filing contains more than one hundred governors as defined in RCW 23.95.105(12), that record must be submitted by using the online filing system. AMENDATORY SECTION(Amending WSR 15-22-047, filed 10/29/15, effective 1/1/16)
WAC 434-112-075Online services.
(1) Online filings:
(a) Will be subject to ((a))an online processing fee of twenty dollars, with the exception of annual reports ((or)), statements of change ((for registered agent information processed online)), designation of registered agent, resignation of registered agent, articles of dissolution or statement of withdrawal, requested certificates or certified copies; and
(b) Be treated as received when the division's system records receipt of the completed transaction including payment authorization.
(2) When submitting an online filing, the person completing the filing shall sign the application by: Typing their full name in the space provided on the web form; stating their capacity with the entity addressed in the filing; and following the directions for signing the web form.
(3) Online processing fees ((are nonrefundable))may not be refundable.
AMENDATORY SECTION(Amending WSR 15-22-047, filed 10/29/15, effective 1/1/16)
WAC 434-112-080Immediate and expedited service—Special fees.
(1) Immediate service is available at the division's front counter for an immediate service fee of fifty dollars for single or multiple transactions on paper within each new or existing division program filing. In addition, the filing fee for each transaction applies.
(2) There is no immediate service fee for records dropped off in-person for processing with nonexpedited records received that day.
(3) ((There is no immediate service fee for photocopies requested in-person, however, photocopies ordered online are subject to a twenty dollar online processing fee. If a request is made for immediate service on a photocopy that was ordered online, an additional immediate service fee may be assessed.
(4))) Expedited service requests for filing paper records received by mail, will be completed within two working days of submission for an expedited service fee of fifty dollars. If a request is made for immediate service on an expedited record, an immediate service fee may be assessed.
(((5)))(4) Nonexpedited service requests for filing paper records received by mail are processed within fifteen business days ((with no service fee)). If a request is made for expedite or immediate service, the applicable fee may be assessed.
(((6) The processing fee for online service is twenty dollars and records are filed within two business days.))
(5) If an online record is subsequently requested to be filed immediately, an additional immediate service fee may be required.
(((7)))(6) The filing party may indicate expedited service is requested on mailed records by placing the word "expedite" in bold letters on either the envelope, the face of the record to be filed, or on any cover letter submitted with the record.
(((8)))(7) Customers who resubmit rejected records that were expedited the first time they were submitted, may be charged an additional expedite fee upon resubmission.
(((9)))(8) 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.
(((10)))(9) A customer may make alternate arrangements with the director prior to bringing or sending in records, if a sudden, unexpected situation occurs during the business day.
(((11)))(10) A customer may submit a written request to waive emergency, expedited, or penalty fees, which must include the special circumstances justifying the fee waiver. The director or deputy director will make the determination to waive fees or not.
(((12)))(11) Immediate, online, or expedited service fees ((are))may not be refundable.
AMENDATORY SECTION(Amending WSR 15-22-047, filed 10/29/15, effective 1/1/16)
WAC 434-112-085Fees and penalties.
(1) For domestic and foreign business entities, formed under Title
23B RCW, chapters
23.78, 25.15, 25.10, and
25.05 RCW, fees and penalties are:
(a) | Public organic record including ((employee)) cooperatives | One hundred eighty dollars |
(b) | Foreign registration statement | One hundred eighty dollars (may include back fees) |
(c) | Articles of amendment or amendment of foreign registration statement | Thirty dollars |
(d) | Articles of restatement | Thirty dollars |
(e) | Statement of correction | Thirty dollars |
(f) | Revocation of voluntary dissolution | Thirty dollars |
(g) | Delinquent fee | Twenty-five dollars |
(h) | Annual report including ((employee)) cooperatives | Sixty dollars plus business licensing services fee when applicable |
(i) | Reinstatement from administrative dissolution | One hundred forty dollars plus all delinquent license or annual fees |
(j) | Requalification from administrative termination | One hundred eighty dollars plus all delinquent fees or penalties |
(k) | Articles of merger or exchange | Twenty dollars for each listed company |
(l) | Resignation of registered agent | No fee |
(m) | Initial report filed with public organic record | No fee |
(n) | Initial report filed separate | Ten dollars |
(o) | Amended annual report | Ten dollars |
(p) | Change of registered agent | No fee |
(q) | Registration, reservation, or transfer of name | Thirty dollars |
(r) | Articles of dissolution or voluntary termination of statement | No fee |
(s) | Agent's consent to act as agent | No fee |
(t) | Agent's resignation if appointed without consent | No fee |
(u) | Other statement or report | Ten dollars |
(2) For domestic and foreign nonprofit entities under Title
24 RCW and chapter
23.86 RCW, fees and penalties are:
(a) | Public organic record | Thirty dollars |
(b) | Foreign registration statement | Thirty dollars |
(c) | Cooperative association | Twenty-five dollars |
(d) | Articles of amendment | Twenty dollars |
(e) | Restatement | Twenty dollars |
(f) | Annual report | Ten dollars |
(g) | Articles of voluntary dissolution, statement 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) | Amended annual report | Ten dollars |
(k) | Change of registered agent | No fee |
(l) | Change of registered agent address | No fee |
(m) | Resignation of registered agent | No fee |
(n) | Registration, reservation, or transfer of reservation of name | Twenty dollars |
(o) | Certificate of election adopting provisions of chapter 24.03 RCW | Thirty dollars |
(p) | 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) | Assignment of trademark | Ten dollars |
(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))may not be refundable.
AMENDATORY SECTION(Amending WSR 15-22-047, filed 10/29/15, effective 1/1/16)
WAC 434-112-090Miscellaneous fees.
(1) ((Copy fees for corporate records are:
(a) Each annual report, five dollars;
(b) Initial articles of incorporation, initial certificate of formation, or other initial organizing records including a foreign entity registration or any single document except an annual report, ten dollars each;
(c) Initial organizational records as listed in (b) of this subsection plus all subsequent amendments, changes, and restatements, including mergers, conversions, etc., twenty dollars;
(d) Copy of any filing related to a state registered domestic partnership, five dollars;
(e) Surcharge for files exceeding one hundred pages of copy, thirteen dollars for each fifty-page increment.
(2) For certificates of existence, registration, or any fact on record, fees are as follows:
(a) With complete historical data, thirty dollars;
(b) Without complete historical data, twenty dollars;
(c) Duplicate certificate, twenty dollars.
(3) For additional certificates of registration of a state registered domestic partnership, five dollars. For an additional or replacement state registered domestic partnership wallet card, ten dollars.
(4) For verifying the signature of a notary or public official, for an apostille or certification authenticating a sworn document, the fee is fifteen dollars.
(5))) For each certified copy of any record the fee is ((ten dollars plus the record copy fee))twenty dollars.
(((6)))(2) For any service of process the fee is fifty dollars.
(((7)))(3) Dishonored checks. If a person, corporation, or other submitting entity has attempted to pay any fee due to the secretary of state by means of a check, and the check is dishonored by the financial institution when presented, the secretary of state will impose a twenty-five-dollar penalty, payable to the secretary of state.
In the event a valid replacement check and dishonor charge is not received in the office of the secretary of state within the time prescribed by its accounting division, the transaction covered by the dishonored check will be canceled and all other late filing fees and penalties will be instituted.
OTS-2790.1
AMENDATORY SECTION(Amending WSR 17-16-073, filed 7/26/17, effective 8/26/17)
WAC 434-120-035Mandatory filing online.
All charitable organizations and commercial fund-raisers filing registrations and renewals, and charitable trusts filing renewals, ((will be))are required to file using the secretary of state's online filing application ((as of January 1, 2018. Except for initial trust registrations, paper documents will not be accepted after December 31, 2017)), unless an online filing option is not available.
AMENDATORY SECTION(Amending WSR 14-17-025, filed 8/12/14, effective 9/12/14)
WAC 434-120-042Fees.
(1) Charitable organizations, commercial fund-raisers, and charitable trusts registering under chapter
11.110 or
19.09 RCW are subject to the following fees:
(a) Amendment of current registration: No fee.
(b) ((Replacement of confirmation letter: $5.00.
(c) Service of process: $50.00.
(d))) Late fee, failure to renew by due date: $50.00.
(((e)))(c) Specialized reports (((electronic or paper))): $20.00.
(((f)))(d) Expedited service fee (paper, per entity): $50.00.
(((g) Expedited service fee (online, per entity): $20.00.
(h)))(e) Emergency services outside regular business hours: $150 per hour.
(2) Charitable organizations registering under chapter
19.09 RCW are subject to the following fees:
(a) Initial registration (RCW
19.09.062): $60.00.
(c) Reregistration: $60.00.
(d) Optional registration, initial or update: No fee.
(e) ((Electronic or paper copy of a charitable organization file: $5.00.
(f))) Registration of a fund-raising service contract (RCW
19.09.062): $20.00.
(((g) Electronic or paper copy of a fund-raising service contract registration: $10.00.))
(3) Commercial fund-raisers registering under chapter
19.09 RCW are subject to the following fees:
(a) Initial registration (RCW
19.09.062): $300.00.
(4) Charitable trusts registering under chapter
11.110 RCW are subject to the following fees:
(a) Initial registration: $25.00.
(b) Annual renewal: $25.00.
(((c) Electronic or paper copy of a trust registration: $5.00.
(d) Electronic copy of IRS Form 990EZ (up to fifty pages): $5.00.
(e) Electronic or paper copy of IRS Form 990/990PF (up to one hundred pages): $10.00.
(f) Electronic or paper copy of IRS Form 990/990PF (more than one hundred pages): $13.00 for each additional fifty pages.
(g) Charitable trust directory: No fee.))
(5) ((Filing fees are nonrefundable.))Fees paid under this section may not be refundable.
AMENDATORY SECTION(Amending WSR 14-17-025, filed 8/12/14, effective 9/12/14)
WAC 434-120-107Audited financial report—Tiered reporting requirements.
(1) If a charitable organization has been in existence for less than three years, the organization shall calculate its average gross revenue based on the number of years the organization has been in existence to determine which tier, per RCW
19.09.541, is applicable.
(2) For purposes of these regulations, the charities program may waive the requirement to obtain an audited financial statement prepared by an independent certified public accountant for organizations with more than three million dollars in gross revenue averaged over the last three accounting years that meet one of the following:
(a) Directly or indirectly receives five hundred thousand dollars or less in cash averaged over the last three accounting years. Organizations with five hundred thousand dollars or less in cash averaged over the last three accounting years must meet tier two reporting requirements in RCW
19.09.541(2). For purposes of meeting the financial requirements in this section, "cash" includes currency, checks, credit card payments, donor advised funds, and electronic fund transfers received from all sources including, but not limited to, solicitations, investment income and tuition. "Cash" does not include gifts of tangible, real, or personal property or in-kind services; ((
or))
(b) Organizations that can demonstrate that they have reached a three-year average of more than three million dollars in gross revenue through unusual or nonrecurring revenue received in a single year without which they would not have met the three-year annual gross average threshold; or
(c) If the tier three audited financial statement has been waived by the charities program, then the tier two reporting requirements shall apply as replacement to the waived audited financial statement.