Who Can Be A Registered Agent in Washington State?
A Washington State registered agent is an individual or company that maintains a physical address in the state of Washington and is willing to accept service of process and other legal documents on behalf of a Virginia corporation, Limited Liability Company (LLC), Limited Liability Partnership (LLP), or Limited Partnership (LP).
What are the requirements to be a registered agent in Washington?
A registered agent in Washington can be any resident of the state who is 18 years or older, a registered Washington domestic business entity, or a foreign business entity authorized to do business in the state. Corporations and LLCs cannot serve as their own registered agent in Washington.
The registered agent needs to have a physical street address (often referred to as a registered office or principal office) in the state of Washington. This can be your home address, the address of a family member, an accountant or attorney, the address of the business, or a professional registered agent service. Any physical address in the state may be used, but PO Boxes and mail drop services are not acceptable since someone has to be available to sign for documents.
The agent will also need to be available to receive Service of Process on behalf of the business during normal business hours. Service of process refers to the delivery of legal documents, often a summons, subpoena, or lawsuit filed against a business entity.
What are the duties of a Washington registered agent?
The requirements for an entity to have a registered agent are formed under Washington Statutes Section 25.15.021 (LLC) and Section 23B.05.010 (corporation), which mandate that registered entities will have and continuously maintain a registered agent and registered office within the state. The agent must be available during normal business hours to accept any service of process, notice, or demand pertaining to the entity and forward it to the appropriate individuals.
The primary responsibility of a registered agent in Washington is to accept important legal notices and tax documents and then forward them to the appropriate person in the business.
Sole proprietorships and general partnerships do not need a registered agent.
What happens if you don’t have a Washington registered agent?
Not only is a registered agent required when forming an LLC or corporation, but you must maintain a registered agent to keep the entity in compliance. Besides the requirement of designating a registered agent at the time of formation, there are several other reasons to have one:
- Not Receiving Legal Notices – If the listed registered agent cannot receive legal notices, this lawsuit will still proceed. If a process server is unsuccessful in reaching the company’s registered agent, the court can proceed with the case. This could result in a judgment being placed against the business without the owners knowing.
- Administrative Dissolution – In Washington, if the business doesn’t have a registered agent, the state can dissolve the entity.
- Penalties and Fees – By not maintaining a current registered agent, penalties and state fees can be levied against the entity and, in some cases, the owners too. Once an entity is no longer in good standing with the state, the owners may lose their liability protection and are at risk personally.
- Entity Closure – Waiting too long to remedy the lack of a registered agent may result in the administrative closure or dissolving of the entity, which will strip the owners of personal asset protection should the business be sued.
Can I be my own registered agent in Washington?
Yes! Any individual, owner, member, officer, director, etc., of a business entity that meets the state of Washington’s registered agent requirements can be a registered agent.
Why you may not want to be your own registered agent
Provided one of the members or officers lives in Washington, it is less expensive to act as your own agent rather than hiring a service. While this is the route many businesses take, there are a few reasons to consider hiring a service.
Privacy – The address of the registered agent becomes public record and is available for anybody to see. This can be especially concerning if someone is doing business on the side, and they don’t want their employer knowing about the business. Also, if the business is sued, the notice will be delivered to the address on file. This could mean employees, customers, or even neighbors witnessing the event. There is also the remote possibility of a vindictive litigant or upset customer showing up at your house.
Availability – Washington requires the registered agent to be available at the principal address during regular business hours. The biggest issue with availability, especially if a home address is used, is if the agent goes on vacation or is otherwise away for some period of time and can’t be reached.
If the Business Expands to Additional Locations – If the business has a physical presence in multiple states (offices, warehouses, employees, etc.), a foreign entity registration will often need to be filed with those states. A registered agent will need to be appointed with a physical address in each state.
Due Date Reminders – Registered agent services provide annual report reminders and updates on any state requirements.
How much does a registered agent cost in Washington?
Depending on the services provided, a commercial registered agent service typically costs between $100-$150 per year. Northwest Registered Agent is a popular service that charges $125 per year and offers several extras such as document scanning and mail forwarding and Harbor Compliance has a basic service starting at $99.
Some entity formation companies, like IncFile, includes registered agent service at no cost for the first year when you register your corporation or LLC with them.
Can a Washington registered agent be changed?
If the registered agent changes, the entity is required to submit a filing for a change of registered agent.
A registered agent can be changed by submitting the Statement of Change Registered Agent or Office Form along with the filing fee to the Washington Secretary of State.
Is a Washington registered agent liable for the actions of the business?
The only liability a registered agent faces is from a lack of timely transmission of correspondence. If the registered agent is negligent in sending documents promptly and the entity suffers a financial loss, the registered agent is responsible for paying those damages.
Can a registered agent sign on behalf of an LLC?
Unless the registered agent is also authorized to sign on behalf of the entity, they are not legally allowed to sign.
Does a sole proprietor need a registered agent?
Only entities registered with the state of Washington Secretary of State, such as corporations and LLCs, need to register a registered agent. Sole proprietorships and general partnerships do not.