Summary
The fact that you may need to register with state agencies like Washington Secretary of State is a sneaky misconception that many folks miss.
However, with the rise of remote work, states have begun cracking down and levying penalties for those who (unknowingly) fail to register.
If you're considering operating in Washington, use this guide to:
- Explore the that triggers the need to register with the Washington Secretary of State, including criteria such as physical presence, economic activity, and advertising efforts.
- Determine where and how to register with the Washington Secretary of State.
- Understand additional requirements such as Registered Agents, registration with other state departments, and ongoing annual reports.
What criteria would trigger the requirement to register with the Washington Secretary of State?
Key Factors
Physical Presence: The following indicate physical presence in Washington:
- Having an office, store, warehouse, or other physical location.
- Having employees, contractors, or sales representatives operating in the state.
- Owning or leasing property in Washington (real estate or tangible property).
Economic Activity: These economic activities also strongly suggest you're doing business in Washington:
- Selling goods or services to Washington customers (even remotely or online).
- Providing services within Washington.
- Regularly soliciting business in Washington.
- Deriving income from sources within Washington State.
Specific Examples
The following activities would likely be considered doing business in Washington:
- Operating a retail store or restaurant in Washington.
- Having employees based in Washington, even if working remotely.
- Maintaining a warehouse or distribution center in Washington.
- Providing consulting, installation, or repair services to Washington clients.
- Selling products to Washington residents through an online store or marketplace (especially if you hit certain sales thresholds).
Nexus and the B&O Tax
- Nexus: Washington adheres to the concept of nexus, meaning a sufficient connection to the state, physical or economic, can create a tax obligation.
- B&O Tax: The Business and Occupation tax is a gross receipts tax that applies to most businesses doing business in Washington.
Where do I register, and what else is required?
- A Certificate of Good Standing is required (dated within the past 60 days)
In addition:
A Registered Agent is required to serve as the company's physical in-state presence to receive important legal documents. Do not fall victim to the common misconception that you can leverage an in-state employee as your Registered Agent. It's far too risky.
You'll want to review the other registrations required in Washington. Here's a Washington specific guide we put together.
What is the registration fee?
The fee charged by Washington is $200.
How long does Washington usually take to process?
Washington usually takes approximately More than 4 weeks to process registrations.
What is required ongoing?
Each state has a complex schedule of required annual reports, which can vary by entity type. Let's take a look at Washington's:
C-Corporation
- Filing Date: April 1
- Filing Frequency: Annual
LLC
- Filing Date: April 1
- Filing Frequency: Annual
Non-Profit
- Filing Date: By the end of the anniversary month of incorporation
- Filing Frequency: Annual
There is an Easier Way
Automate registration and annual report tracking in AbstractOps.This guide should definitely help reduce some of the confusion for Washington. However, if you have multiple states to worry about, you may look to:
Automate state registrations and annual reports
Centralize email, snail mail, state ID’s, and registered agents, and
Take control of action items, eliminating risks before they become penalties.
Start the AbstractOps product demo to see how easy this can be.
Note: For the avoidance of doubt, nothing provided here shall contemplate, constitute or include tax or legal advice. Always double check with state agency websites for the most up-to-date requirements.
