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:
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. Under the UBOC, 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. After filing an entity filing, 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 that includes the name and address of its registered agent, address of its principal office, names of its governors, and description of the nature of the entity's business. This initial report requirement does not apply to nonprofit corporations or limited liability partnerships.
The SOS has adopted by rule a variety of fees relating to business and nonprofit entity filings and other services provided by the SOS, 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 Secretary of State'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 through submission of a foreign registration statement. 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:
Trademark Registration. The SOS is responsible for administering the state's Trademark Registration Act. A trademark is any word, name, symbol, or device used to identify and distinguish the goods made or sold by a person from goods made or sold by others. Trademarks may be registered with the SOS. Registration provides the 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 about the organization, 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:
Apostille and 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. An apostille is a certificate that authenticates the signatures of officials on public documents to be used in countries that are parties to the Hague Apostille Convention of 1961. A certificate of authentication is issued to verify the authenticity of a document to be used in a country that is not a party to the Convention.
The SOS may not certify or attest to a notary public's signature on a document that:
Uniform Business Organization Code. Entity Filings. Provisions addressing the SOS's requirement to record an entity filing are revised to instead provide that the SOS must document the date of receipt of an entity filing. References to filing an entity filing are changed to processing an entity filing.
Nonprofit corporations and limited liability partnerships formed under Washington law are required to 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. If a registered foreign entity changes its name, the foreign entity 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 provision requiring the SOS to issue a new certificate in the name of a trademark assignee is removed.
International Student Exchange Visitor Placement Organizations. The SOS must establish procedures for reinstatement of an international student exchange visitor placement organization's registration.
Apostille and 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.