Corporate filings

AN ACT Relating to corporate filings and other documents 1
processed by the secretary of state's corporations and charities 2
division; and amending RCW 19.77.060, 19.166.040, 23.95.225, 3
23.95.255, 23.95.260, 23.95.515, 23.95.520, 43.07.032, and 43.07.130.4
BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF WASHINGTON:5
Sec. 1. RCW 19.77.060 and 1994 c 60 s 4 are each amended to read 6
as follows: 7
Any trademark and its registration or application for 8
registration hereunder shall be assignable with the good will of the 9
business in which the trademark is used, or with that part of the 10
good will of the business connected with the use of and symbolized by 11
the trademark. An assignment by an instrument in writing duly 12
executed and acknowledged, or the designation of a legal 13
representative, successor, or agent for service shall be recorded by 14
the secretary of state on request when accompanied by a fee, as set 15
by rule by the secretary of state, payable to the secretary of state. 16
((On request, upon recording of the assignment and payment of a 17
further fee of five dollars, the secretary of state shall issue in 18
the name of the assignee a new certificate for the remainder of the 19
unexpired original or renewal term of the registration. )) An 20
assignment of any registration or application for registration under 21
Z-0475.1
HOUSE BILL 2248
State of Washington 69th Legislature 2026 Regular Session
By Representatives Salahuddin, Hill, Leavitt, Reed, Ormsby, Fosse,
and Thai; by request of Secretary of State
Prefiled 01/05/26. Read first time 01/12/26. Referred to Committee
on Civil Rights & Judiciary.
p. 1 HB 2248
this chapter shall be void as against any subsequent purchaser for a 1
valuable consideration without notice, unless it is recorded with the 2
secretary of state within three months after the date thereof or 3
prior to such subsequent purchase. 4
Sec. 2. RCW 19.166.040 and 1997 c 58 s 854 are each amended to 5
read as follows: 6
(1) An application for registration as an international student 7
exchange visitor placement organization shall be submitted in the 8
form prescribed by the secretary of state. The application shall 9
include: 10
(a) Evidence that the organization meets the standards 11
established by the secretary of state under RCW 19.166.050;12
(b) The name, address, and telephone number of the organization, 13
its chief executive officer, and the person within the organization 14
who has primary responsibility for supervising placements within the 15
state; 16
(c) The organization's unified business identification number, if 17
any; 18
(d) The organization's United States Information Agency number, 19
if any; 20
(e) Evidence of council on standards for international 21
educational travel listing, if any; 22
(f) Whether the organization is exempt from federal income tax; 23
and 24
(g) A list of the organization's placements in Washington for the 25
previous academic year including the number of students placed, their 26
home countries, the school districts in which they were placed, and 27
the length of their placements. 28
(2) The application shall be signed by the chief executive 29
officer of the organization and the person within the organization 30
who has primary responsibility for supervising placements within 31
Washington. If the secretary of state determines that the application 32
is complete, the secretary of state shall file the application and 33
the applicant is registered. 34
(3) International student exchange visitor placement 35
organizations that have registered shall inform the secretary of 36
state of any changes in the information required under subsection (1) 37
of this section within thirty days of the change. 38
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(4) Registration shall be renewed annually as established by rule 1
by the office of the secretary of state. 2
(5) Reinstatement procedures shall be established by rule by the 3
office of the secretary of state.4
(6) The office of the secretary of state shall immediately 5
suspend the license or certificate of a person who has been certified 6
pursuant to RCW 74.20A.320 by the department of social and health 7
services as a person who is not in compliance with a support order or 8
a residential or visitation order. If the person has continued to 9
meet all other requirements for reinstatement during the suspension, 10
reissuance of the license or certificate shall be automatic upon the 11
office of the secretary of state's receipt of a release issued by the 12
department of social and health services stating that the licensee is 13
in compliance with the order. 14
Sec. 3. RCW 23.95.225 and 2015 c 176 s 1206 are each amended to 15
read as follows: 16
(1) The secretary of state shall file an entity filing that 17
satisfies this chapter. The duty of the secretary of state under this 18
section is ministerial. 19
(2) The secretary of state shall ((record an entity filing on the 20
date and at the time of its )) document the date of receipt of an 21
entity filing . After ((filing)) processing and accepting an entity 22
filing, the secretary of state shall deliver to the person that 23
submitted the filing a copy of the filed record with an 24
acknowledgment of the date and time of ((filing)) processing.25
(3) If the secretary of state refuses to file an entity filing, 26
the secretary of state not later than fifteen business days after the 27
filing is received, shall: 28
(a) Return the entity filing or notify the person that submitted 29
the filing of the refusal; and 30
(b) Provide a brief explanation in a record of the reason for the 31
refusal. 32
(4) If the secretary of state refuses to file an entity filing, 33
the person that submitted the entity filing may petition the superior 34
court to compel its filing. The entity filing and the explanation of 35
the secretary of state of the refusal to file must be attached to the 36
petition. The court may decide the matter in a summary proceeding.37
(5) The filing of or refusal to file an entity filing does not:38
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(a) Affect the validity or invalidity of the entity filing in 1
whole or in part; 2
(b) Relate to the correctness or incorrectness of information 3
contained in the entity filing; or 4
(c) Create a presumption that the information contained in the 5
filing is correct or incorrect. 6
Sec. 4. RCW 23.95.255 and 2021 c 176 s 5102 are each amended to 7
read as follows: 8
(1) A domestic entity ((other than a limited liability 9
partnership or nonprofit corporation )) shall, within one hundred 10
twenty days of the date on which its public organic record became 11
effective, deliver to the secretary of state for filing an initial 12
report that states the information required under subsection (2) of 13
this section. 14
(2) A domestic entity or registered foreign entity shall deliver 15
to the secretary of state for filing an annual report that states:16
(a) The name of the entity and its jurisdiction of formation;17
(b) The name and street and mailing addresses of the entity's 18
registered agent in this state; 19
(c) The street and mailing addresses of the entity's principal 20
office; 21
(d) In the case of a registered foreign entity, the street and 22
mailing address of the entity's principal office in the state or 23
country under the laws of which it is incorporated;24
(e) The names of the entity's governors; 25
(f) A brief description of the nature of the entity's business;26
(g) The entity's unified business identifier number;27
(h) In the case of a nonprofit corporation, the corporation's 28
federal employer identification number; and 29
(i) In the case of a nonprofit corporation, any information 30
required under RCW 24.03A.075. 31
(3) Information in an initial or annual report must be current as 32
of the date the report is executed by the entity. 33
(4) Annual reports must be delivered to the secretary of state on 34
a date determined by the secretary of state and at such additional 35
times as the entity elects. 36
(5) If an initial or annual report does not contain the 37
information required by this section, the secretary of state promptly 38
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shall notify the reporting entity in a record and return the report 1
for correction. 2
(6) If an initial or annual report contains the name or address 3
of a registered agent that differs from the information shown in the 4
records of the secretary of state immediately before the annual 5
report becomes effective, the differing information in the initial or 6
annual report is considered a statement of change under RCW 7
23.95.430. 8
(7) The secretary of state shall send to each domestic entity and 9
registered foreign entity, not less than thirty or more than ninety 10
days prior to the expiration date of the entity's annual renewal, a 11
notice that the entity's annual report must be filed as required by 12
this chapter and that any applicable annual renewal fee must be paid, 13
and stating that if the entity fails to file its annual report or pay 14
the annual renewal fee it will be administratively dissolved. The 15
notice may be sent by postal or email as elected by the entity, 16
addressed to its registered agent within the state, or to an 17
electronic address designated by the entity in a record retained by 18
the secretary of state. Failure of the secretary of state to provide 19
any such notice does not relieve a domestic entity or registered 20
foreign entity from its obligations to file the annual report 21
required by this chapter or to pay any applicable annual renewal fee. 22
The option to receive the notice provided under this section by email 23
may be selected only when the secretary of state makes the option 24
available. 25
Sec. 5. RCW 23.95.260 and 2015 c 176 s 1213 are each amended to 26
read as follows: 27
(1) Except as provided in subsection (2) of this section, the 28
secretary of state shall adopt rules in accordance with chapter 34.05 29
RCW setting: 30
(a) Fees for: 31
(i) Filing entity filings; 32
(ii) Furnishing copies or certified copies of any filed record 33
under this chapter; and 34
(iii) Furnishing a certificate of existence or registration of an 35
entity, or any other certificate; 36
(b) License or renewal fees authorized under Title 23, 23B, 24, 37
or 25 RCW; 38
(c) Penalty fees; and 39
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(d) Other miscellaneous charges. 1
(2) There is no fee for: 2
(a) A registered agent's consent to act as agent or statement of 3
resignation; 4
(b) Filing articles of dissolution; 5
(c) Filing certificates of judicial dissolution;6
(d) Filing statements of withdrawal; and 7
(e)(i) Filing annual reports when submitted concurrently with the 8
payment of annual license fees. 9
(ii) The secretary of state must collect the annual license fees 10
established by rule. $50 of the annual license fees must be deposited 11
in the state treasury and the remainder deposited in the secretary of 12
state's revolving fund under RCW 43.07.130.13
(3) The withdrawal under RCW 23.95.215 of a filed record before 14
it is effective or the correction of a filed record under RCW 15
23.95.220 does not entitle the person on whose behalf the record was 16
filed to a refund of the filing fee. 17
(4) The secretary of state shall establish the fee schedule 18
authorized under this section in a manner that is consistent with the 19
fee schedule applicable to the various entities that is in effect on 20
January 1, 2016. The amounts of fees, charges, and penalties 21
established under this section may be no greater than the amounts 22
applicable to entity filings, penalties, and other charges in effect 23
on January 1, 2016. Fees may be adjusted by rule only in an amount 24
that does not exceed the average biennial increase in the cost of 25
providing service. This must be determined in a biennial cost study 26
performed by the secretary of state. 27
(5) All fees collected by the secretary of state shall be 28
deposited with the state treasurer pursuant to law or deposited in 29
the secretary of state's revolving fund as provided in RCW 43.07.130.30
Sec. 6. RCW 23.95.515 and 2015 c 176 s 1504 are each amended to 31
read as follows: 32
(1) A registered foreign entity shall promptly deliver to the 33
secretary of state for filing an amendment to its foreign 34
registration statement if there is a change in: 35
(((1))) (a) The name of the entity; 36
(((2))) (b) The type of entity, including, if it is a foreign 37
limited partnership, whether the entity became or ceased to be a 38
foreign limited liability limited partnership; 39
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(((3))) (c) The entity's jurisdiction of formation;1
(((4))) (d) An address required by RCW 23.95.510(1)(d); or2
(((5))) (e) The information required by RCW 23.95.415(1).3
(2) If the name of the entity is changed, a copy of the name 4
change document filed in the home jurisdiction is required to 5
accompany the amendment to the entity's foreign registration 6
statement.7
Sec. 7. RCW 23.95.520 and 2015 c 176 s 1505 are each amended to 8
read as follows: 9
(1) Activities of a foreign entity that do not constitute doing 10
business in this state under this chapter include, but are not 11
limited to: 12
(a) Maintaining, defending, mediating, arbitrating, or settling 13
an action or proceeding, or settling claims or disputes;14
(b) Carrying on any activity concerning its internal affairs, 15
including holding meetings of its interest holders or governors;16
(c) Maintaining accounts in financial institutions;17
(d) Maintaining offices or agencies for the transfer, exchange, 18
and registration of securities of the entity or maintaining trustees 19
or depositories with respect to those securities; 20
(e) Selling through independent contractors; 21
(f) Soliciting or obtaining orders by any means if the orders 22
require acceptance outside this state before they become binding 23
contracts and where the contracts do not involve any local 24
performance other than delivery and installation; 25
(g) Creating or acquiring indebtedness, mortgages, or security 26
interests in property; 27
(h) Securing or collecting debts or enforcing mortgages or 28
security interests in property securing the debts;29
(i) Conducting an isolated transaction that is completed within 30
thirty days and that is not in the course of repeated transactions of 31
a like nature; 32
(j) Owning, without more, property; 33
(k) Doing business in interstate commerce; ((and))34
(l) Operating an approved branch campus of a foreign degree-35
granting institution in compliance with chapter 28B.90 RCW and in 36
accordance with subsection (2) of this section; and37
(m) Employing a remote worker who resides in Washington state.38
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(2) In addition to those acts that are specified in subsection 1
(1) of this section, a foreign degree-granting institution that 2
establishes an approved branch campus in the state under chapter 3
28B.90 RCW shall not be deemed to transact business in the state 4
solely because it: 5
(a) Owns and controls an incorporated branch campus in this 6
state; 7
(b) Pays the expenses of tuition or room and board charged by the 8
incorporated branch campus for its students enrolled at the branch 9
campus or contributes to the capital thereof; or 10
(c) Provides personnel who furnish assistance and counsel to its 11
students while in the state but who have no authority to enter into 12
any transactions for or on behalf of the foreign degree-granting 13
institution. 14
(3) A person does not do business in this state solely by being 15
an interest holder or governor of a domestic entity or foreign entity 16
that does business in this state. 17
(4) This section does not apply in determining the contacts or 18
activities that may subject a foreign entity to service of process, 19
taxation, or regulation under law of this state other than this 20
chapter. 21
Sec. 8. RCW 43.07.032 and 2016 sp.s. c 23 s 1 are each amended 22
to read as follows: 23
(1) The secretary of state may attest to the authenticity of the 24
signature of a public official in the state of Washington.25
(2) The secretary of state may attest to the authenticity 26
(([of])) of, or certify a signature of, a notary public except as 27
noted in subsection (3) of this section. 28
(3) The secretary of state may not certify or attest to the 29
signature of a notary public on ((a document)): 30
(a) ((Regarding)) A document regarding allegiance to a government 31
or jurisdiction; 32
(b) ((Relating)) A document relating to the relinquishment or 33
renunciation of citizenship, sovereignty, military status, or world 34
service authority; ((or))35
(c) ((Setting)) A document setting forth or implying for the 36
bearer a claim of immunity from the laws of the jurisdictions of 37
Washington, immunity from the laws of the state of Washington, or 38
immunity from federal law; or39
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(d) An individually created document that can or should be issued 1
as a certified copy from a city, county, or state entity.2
(4) The secretary of state may adopt rules to implement this 3
section. 4
Sec. 9. RCW 43.07.130 and 2025 c 424 s 1907 are each amended to 5
read as follows: 6
There is created within the state treasury a revolving fund, to 7
be known as the "secretary of state's revolving fund," which must be 8
used by the office of the secretary of state to defray the costs of 9
providing registration and information services authorized by law by 10
the office of the secretary of state, and any other cost of carrying 11
out the functions of the secretary of state under Title 11, 18, 19, 12
23, 23B, 24, 25, 26, 30A, 30B, 42, 43, or 64 RCW. 13
The secretary of state is authorized to charge a fee for 14
publications in an amount which will compensate for the costs of 15
printing, reprinting, and distributing such printed matter. Fees 16
recovered by the secretary of state under RCW 43.07.120(2), 17
19.09.305, 19.09.315, 19.09.440, 23.95.260 (1) (a)(ii) and (iii) and 18
(d) and (2)(e)(ii), or 46.64.040, and such other moneys as are 19
expressly designated for deposit in the secretary of state's 20
revolving fund must be placed in the secretary of state's revolving 21
fund. 22
During the 2023-2025 fiscal biennium, the legislature may direct 23
the treasurer to transfer money from the secretary of state's 24
revolving fund to the state general fund. 25
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