The Corporations and Charities Division of the Office of the Secretary of the State (SOS) provides administrative functions and services in a number of areas, including services relating to:  business and nonprofit entities under the Uniform Business Organizations Code (UBOC); trademark registration; international student exchange program organizations; and certification and authentication of documents.

Uniform Business Organizations Code.

The UBOC establishes uniform administrative procedures and rules that apply to business and nonprofit entities formed under Washington law or doing business in Washington.  

Entity Filings:  The SOS must file a variety of documents submitted by business and nonprofit entities relating to their formation and operation.  The SOS must record an entity filing on the date and time of its receipt.  The SOS must deliver a copy of the filed record with an acknowledgement of the date and time of filing to the person that submitted the filing. 

Business and nonprofit entities organized under Washington law are required to file an initial report within 120 days of the entity's formation.  This requirement does not apply to nonprofit corporations or limited liability partnerships. 

The SOS has adopted by rule a variety of fees for business and nonprofit entity filings, including fees for filing an annual license or renewal.  Fees collected by the SOS are deposited with the State Treasurer unless the fee is specified for deposit into the SOS's Revolving Fund.  Annual license fees are $70 for domestic and foreign business entities and $10 for domestic and foreign nonprofit entities.  The SOS administratively deposits $50 of the annual license or renewal fee in the general fund and any amount over $50 in the SOS's Revolving Fund.

Foreign Entities:  Foreign entities are those formed under the law of a jurisdiction other than Washington.  A foreign entity must register with the SOS in order to do business in Washington.  A foreign entity must file an amendment to its foreign registration statement for certain changes, including a change in the entity's name, type of entity, or jurisdiction of formation. 

The UBOC specifies activities of a foreign entity that do not constitute doing business in the state.  These include:  maintaining or defending an action or proceeding; maintaining accounts in financial institutions; selling through independent contractors; creating or acquiring indebtedness or security interests in property; or owning property.

Trademark Registration.

A person who uses a trademark in Washington may register the trademark with the SOS.  Registration of a trademark provides the registered user with exclusive use of that trademark and protects against infringements of trademark rights.

A trademark and its registration may be assigned through an executed and acknowledged written document that transfers the trademark and its goodwill to a new owner.  The SOS must record a trademark assignment upon request and payment of a $10 fee.  If requested and upon payment of an additional $5 fee, the SOS must issue a new certificate in the name of the assignee for the remainder of the unexpired original or renewal term of the trademark registration.

International Student Exchange Program.

The SOS administers the state's international student exchange program.  An international student exchange visitor placement organization (placement organization) is a person or entity that regularly arranges the placement of international student exchange visitors for the purpose of allowing the visitor an opportunity to attend school in the United States.  

A placement organization operating in Washington must register with the SOS.  An application for registration must include specified information, including evidence that the organization meets eligibility standards established by the SOS in accordance with national standards. 

The SOS must terminate a placement organization's registration upon certain occurrences including:  failure to remain in compliance with laws or professional requirements; a change in the structure of the organization; or failure to notify the SOS within 30 days of changes in organization documents.

Authentication Services.

The SOS may attest to the authenticity of the signature of a Washington public official or attest to the authenticity of, or certify, a signature of a notary public for documents that are to be sent to or used in a foreign country.  The SOS may not certify or attest to a notary public's signature on a document:  (1) regarding allegiance to a government or jurisdiction; (2) relating to relinquishment or renunciation of citizenship, sovereignty, military status, or world service authority; or (3) setting forth or implying for the bearer a claim of immunity from Washington or federal laws.

Uniform Business Organization Code.

Entity Filings:  The SOS must document the date of receipt of an entity filing, rather than "record" the filing.  References to "filing" an entity filing are changed to "processing" an entity filing.  

Nonprofit corporations and limited liability partnerships formed under Washington law must file an initial report within 120 days of their formation.  Fifty dollars of an entity's annual license fee must be deposited with the State Treasurer and the remainder of the fee must be deposited in the SOS's Revolving Fund. 

Foreign Entities:  A registered foreign entity that changes its name must include a copy of the name change document filed in the entity's home jurisdiction when it files an amendment to its foreign registration statement.  Employing a remote worker who resides in Washington is added to the list of activities of a foreign entity that do not constitute doing business in the state.

Trademark Registration. 

The requirement that the SOS issue a new certificate in the name of a trademark assignee upon payment of a $5 fee is removed. 

International Student Exchange Visitor Placement Organizations.

The SOS must establish procedures for reinstatement of an international student exchange visitor placement organization's terminated registration.

Authentication Services.

The SOS may not certify or attest to the signature of a notary public on an individually created document that can or should be issued as a certified copy from a city, county, or state entity.