SECRETARY OF STATE

(2))) The corporations ((program)) and charities division provides the following services:

(((a) Business filings)) (1) Filing business records under chapters 18.100, 23.78, 23.86, 23.90 RCW, and Titles 23B and 25 RCW, and chapter 176, Laws of 2015;

(((b))) (2) Filing nonprofit organization ((filings)) records under Title 24 RCW and chapter 176, Laws of 2015;

(((c))) (3) Filing charities program registrations under chapters 19.09 RCW and 434-120 WAC;

(4) Filing trademark registration records under chapters 19.77 RCW and 434-12 WAC;

(((d))) (5) Certification authority licensing under chapters 19.34 RCW((, the Electronic Authentication Act)) and 434-180 WAC;

(((e))) (6) Filing registration records of international student exchange programs under chapters 19.166 RCW and 434-166 WAC;

(g))) (7) Apostilles under RCW 42.44.180;

(((h))) (8) Agent for service of process on nonresident motorists under RCW 46.64.040;

(((i))) (9) Agent for service of process on defendants in actions for recovery of damages for motor vehicle theft, as authorized by RCW 9A.56.078;

(((j))) (10) Agent for service of process for those entities and under those circumstances listed in (((a), (b), and (c) of this subsection)) section 1411(4), chapter 176, Laws of 2015;

(((k))) (11) Filing registration records of state registered domestic partnerships under chapter 26.60 RCW and RCW 43.07.400.

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.

(1) ((Documents)) Paper records, including substitute service of process on the secretary of state, delivered after the normal working hours ((of 8:00 a.m. to 5:00 p.m.)), will be treated as though received on the next working day.

(2) ((Filings)) Records submitted online ((or by fax)) will be treated as though received as of the date and time the division's computer system ((or fax machine)) records the complete submission and credit card approval for the transaction.

(3) The secretary assumes no responsibility for any form of delivery other than that:

(a) Received personally by an employee of the office of the secretary of state; or

(b) Received by the division's computer system ((or fax machine)) as a result of an electronic ((filing)) record submission.

(1) ((All mailed-in documents are processed and filed in order of date of receipt unless expedited, incomplete, or incorrect. A specific filing date may be reserved up to thirty days in advance. The necessary documents, in appropriate form, with complete and correct information and fees, must be in the office by the specified date.

(2))) Paper requests for ((name searches coupled with)) a name reservation are completed in order of date received unless immediate or expedited service is requested. A name reservation may be made by completing the form provided by the division or in a letter clearly containing all the following information:

(a) The corporate name desired((, with two alternate names));

(b) The name, address, and telephone number of the applicant;

(c) The signature of the applicant; and

(d) The application date.

An application on behalf of a client should also include the client's name and complete address.

Certificates issued by the secretary of state or the secretary's designee in furtherance of duties under Titles 18, 19, 23, 23B, 24, 25, 26 RCW, ((and)) chapter 42.44 RCW, and chapter 176, Laws of 2015, will:

(1) Contain a rendition of the Washington state seal;

(2) Contain a mechanical or electronic reproduction of the secretary's signature; ((and))

(3) Be regarded as the secretary of state's official certification of the matters itemized in the certificate; and

(c) Certificate of fact or record.

(((1) All corporations)) All paper or electronic business related ((filings)) records are returned to the registered ((agent for)) agent's mail or electronic address on behalf of the entity when processing is ((complete)) completed unless the ((filing)) record indicates otherwise.

(1) The corporations ((and charities)) program((s)) may reject ((documents under WAC 434-112-040)) paper or electronic records that:

(e) Paper records completed in pencil or faxed will not be accepted for filing.

(2) Additional information or payment may be requested by telephone, ((fax,)) e-mail or letter.

(3) The corporations ((and charities)) program((s)) may hold ((documents)) records for up to thirty days to await additional information or funds needed to complete the filing((. This time may extend to forty-five days if the filing party is making good faith efforts to complete the filing)) process. After thirty days, new records and fees are required.

(1) Persons submitting paper business ((filings)) records under chapters 18.100, 19.77 RCW, or Titles 23, 23B, 24 ((and)), 25 RCW, and chapter 176, Laws of 2015, must submit one ((original)) copy of the ((document)) record for filing.

(2) ((Subsection (1) of this section does not apply to:

(3))) The corporations ((and charities)) program((s)) will retain a digital image of the paper or electronic record submitted for filing((, and)). The corporations program will, on completion of the filing ((will return to the filer a copy of the digital image with a "Filed" endorsement)), send a confirmation per WAC 434-112-040.

(((4))) (3) The corporations ((and charities)) program((s)) may return the completed ((filing)) filed record via e-mail or other electronic means if the ((filer)) record indicates that an electronic response is acceptable.

(2) The registered agent is required to notify the office of the secretary of state and the corporation of any changes in either the street address or the post office box address as soon as possible.)) A domestic entity and a foreign registered entity must designate a registered agent. A registered agent may be a noncommercial or commercial registered agent. To be designated as a commercial registered agent, a person must deliver to the secretary of state a commercial-registered-agent-listing statement accompanied by a list of all entities' names and unified business identifier numbers the commercial registered agent represents in this state.

(1) A statement of change to change the registered agent name and/or address, may be completed online by:

(a) The entity;

(b) A noncommercial registered agent;

(c) A commercial registered agent; or

(d) Paper forms may be available at the secretary's online site.

(2) When a statement of change is filed by a noncommercial or commercial registered agent, the agent making the change must give each entity represented a notice in the form of a record relating to the change.

(1) A registered agent may resign as agent for a represented entity by delivering to the secretary of state for filing, a statement of resignation, executed by the agent.

(2) A statement of resignation takes effect on the 31st day after the day on which it is filed by the secretary or the designation of a new registered agent, whichever is earlier.

(3) A resigning registered agent must promptly furnish each represented entity notice in a record of the date on which a statement of resignation was filed. Notice must include the warning that the entity may be administratively dissolved if a new registered agent is not appointed within sixty days of the resignation of the agent.

(1) The secretary serves as an agent for an entity only after service has been attempted by:

(a) Serving the registered agent;

(b) If the registered agent cannot be served, service should be sent to the principal office address as shown in the entity's most recent annual report;

(c) If process cannot be served by (a) or (b) of this subsection, service may be made by handing a copy to an individual in charge of any regular place of business or activity of the entity, if the individual served is not a plaintiff.

(2) Service is effected on the earliest of:

(a) The date the entity receives the mail delivery by the commercial delivery service;

(b) The date shown on the return receipt, if executed by the entity; or

(c) Five days after its deposit with the United States Postal Service or commercial delivery service, if correctly addressed and with sufficient postage or payment.

(3) Service must be in a written record, but service may be made on a commercial registered agent in other forms and subject to such requirements as the agent has stated in its commercial-registered-agent-listing statement.

(4) Service of process, notice, or demand may be made by other means under law.

(e) Section 5. The signature of either the chair or president of the board of directors or an officer listed within the report.)) All business entities, as defined in section 1102(6), chapter 176, Laws of 2015, must file annual reports ((must be)) accompanied by the statutory fee under WAC 434-112-085 and are due by the last day of the month that the business entity was formed or registered in the secretary of state's office.

Any entity formed under Titles 23, 23B, and 25 RCW must disclose any transfer in the controlling interest of the entity and any interest in real property on the annual report, under RCW 43.07.390.

(1) When completing and submitting an online filing for any entity required by Washington law to appoint a registered agent the filing party shall affirm under oath that they have obtained and have in their possession the signed, written consent of the person appointed as registered agent.

(2) When the person submitting the filing is the person appointed as registered agent, ((they are not required to obtain)) a separate written consent is not required.

(3) Submitting a false affirmation is punishable as a gross misdemeanor under RCW 43.07.210.

(4) The ((corporation or other)) entity required to maintain a registered agent must:

(a) Retain the original of the registered agent's signed consent;

(b) Make the original of the registered agent's signed consent available for inspection on request; and

(c) Submit the original signed consent to the corporations program or the office of the attorney general within ten business days upon demand.

(1) When a foreign ((corporation or foreign limited liability company)) entity as defined by section 1102(6), chapter 176, Laws of 2015, submits an online ((application for certificate of authority under RCW 23B.15.030, 24.03.325, or an online registration under RCW 25.15.315)) foreign entity registration statement, the filing party may meet the statutory requirement for submitting a ((certificate of good standing or a)) certificate of existence by submitting a digital image of a ((certificate of good standing,)) certificate of existence((,)) or document of similar import ((meeting the requirements of the statute)) no older than sixty days before the date of submission.

(2) The image must be in a format specified as acceptable on the online filing web site.

(3) The ((certificate of good standing must meet the requirements of chapters 23B.15, 24.03, or 25.15 RCW for certificates of authority submitted in support of an application for certificate of authority.

(4) The corporation or limited liability company)) entity must:

(a) Retain the original certificate of ((good standing)) existence;

(b) Make the original certificate of ((good standing)) existence available for inspection on request; and

(c) Submit the original to the corporations program or the office of the attorney general within ten business days upon demand.

(1) ((The corporations and charities division offers online services. The division's web site provides a variety of services for charities and corporations including online lookup, online filing and downloadable forms.

(3))) Online filings:

(a) ((Will be processed as expedited filings;

(b))) Will be subject to ((an expedited)) a processing fee of twenty dollars, with the exception of annual ((renewals)) reports or statements of change for registered agent information processed online; and

(((c))) (b) Be treated as received when the division's system records receipt of the completed transaction including payment authorization.

(((4))) (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.

(((5))) (3) Online processing fees are nonrefundable.

(1) ((In-person)) Immediate service is available at the division's front counter ((which is open for all program service requests from 8:00 am to 5:00 p.m. each business day. The fee for in-person expedited service is fifty dollars plus any transaction fee.

(b))) 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 ((in-person expedited)) immediate service fee for ((documents)) records dropped off in-person for processing with nonexpedited ((documents)) records received that day.

(((c))) (3) There is no ((in-person expedited)) 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.

(((2))) (4) Expedited service requests((, including online services)) for filing paper records received by mail, will be completed within two working days of submission ((or as soon thereafter as possible, depending on volume received. Expedited service is available on:

(4))) 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.

(7) The filing party may indicate ((that)) expedited ((processing)) service is requested on mailed records by placing the word "expedite" in bold letters on either the envelope, the face of the ((document)) record to be filed, or on any cover letter submitted with the ((document)) record.

(7))) (8) Customers who resubmit rejected records that were expedited the first time they were submitted, may be charged an additional expedite fee upon resubmission.

(9) 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.

(((8))) (10) A customer may make alternate arrangements with the director prior to bringing or sending in ((documents)) records, if a sudden, unexpected situation occurs during the business day.

(((9))) (11) A customer may submit a written request ((asking the secretary)) to waive emergency, expedited, or penalty fees, which must include the special circumstances justifying the fee waiver. The ((secretary)) director or deputy director will make the determination to waive fees or not.

(((10) In-person)) (12) Immediate, online, or expedited service fees are not refundable.

(1) For ((Washington registered profit)) domestic and foreign ((corporations, including employee cooperative associations, limited liability companies, limited partnerships, Massachusetts trusts, and limited liability partnerships,)) business entities, formed under Title 23B RCW, chapters 23.78, 25.15, 25.10, and 25.05 RCW, fees and penalties are:

(2) For ((Washington registered)) domestic and foreign nonprofit ((corporations, cooperative associations, nonprofit miscellaneous and mutual corporations, building corporations, and other associations and corporations)) entities under Title 24 RCW and chapter 23.86 RCW, fees and penalties are:

(3) For registering trademarks for use within the state, the fees are as follows:

(4) For filings related to state registered domestic partnership, the fees are:

(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.))

(1) Copy fees for corporate ((documents)) records are:

(a) Each annual report, five dollars;

(b) Initial articles of incorporation, initial certificate of formation, or other initial organizing ((document)) records including a foreign entity registration or any single document except an annual report, ten dollars each;

(c) ((Articles of incorporation, certificate of formation, other organizing documents including)) 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, ((under state seal,)) thirty dollars;

(b) Without complete historical data, ((under state seal,)) twenty dollars;

(c) Duplicate certificate ((under state seal)), 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 ((document)) record the fee is ten dollars plus the ((document)) record copy fee.

(6) For any service of process the fee is fifty dollars.

(7) 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.

(1) State registered domestic partnerships will be registered by the corporations program, in the corporations and charities division of the office of the secretary of state.

(2) Declarations of state registered domestic partnerships may be submitted to the division by mail, or in person.

(3) The ((document)) paper record standards in WAC 434-112-040 apply to declarations of state registered domestic partnerships.

(4) At the time of registration of a declaration of state registered domestic partnership the corporations program will provide to ((each)) the state registered domestic ((partner)) partnership:

(a) One original certificate of registration. Further certificates or additional certificates requested after registration are available subject to the fees set forth in WAC 434-112-090.

(b) Two wallet sized cards documenting registration of the state registered domestic partnership.

(5) Registrations of state registered domestic partnerships are public records and all ((documents)) records related to the registration are subject to public disclosure.

(6) Notice of termination of domestic partnership by reason of death only may be submitted to the corporations program by e-mail, regular mail or in person and must include a copy of the death certificate. There is no fee.