Each
domestic corporation and foreign corporation authorized to do
business in this state shall have and continuously maintain in
this state:
(1) A registered office which may be, but need not be, the
same as its principal office. The registered office shall be at
a specific geographic location in this state, and be identified
by number, if any, and street, or building address or rural
route, or, if a commonly known street or rural route address does
not exist, by legal description. A registered office may not be
identified by post office box number or other nongeographic
address. For purposes of communicating by mail, the secretary of
state may permit the use of a post office address in conjunction
with the registered office address if the corporation also
maintains on file the specific geographic address of the
registered office where personal service of process may be made.
(2) A registered agent, which agent may be either an
individual resident in this state whose business office is
identical with such registered office, or a domestic corporation
existing under any act of this state, or a governmental body or
agency, or a foreign corporation authorized to transact business
or conduct affairs in this state under any act of this state
having an office identical with such registered office. The
resident agent and registered office shall be designated by duly
adopted resolution of the board of directors; and a statement of
such designation, executed by an officer of the corporation,
shall be filed with the secretary of state. A registered agent
shall not be appointed without having given prior written consent
to the appointment. The written consent shall be filed with the
secretary of state in such form as the secretary may prescribe.
The written consent shall be filed with or as a part of the
document first appointing a registered agent. In the event any
individual or corporation has been appointed agent without
consent, that person or corporation may file a notarized
statement attesting to that fact, and the name shall forthwith be
removed from the records of the secretary of state.
No Washington corporation or foreign corporation authorized
to transact business in this state may be permitted to maintain
any action in any court in this state until the corporation
complies with the requirements of this section.
[2009 c 202 § 2; 1993 c 356 § 15; 1982 c 35 § 125; 1969 ex.s. c 120 § 10.]
NOTES:
Effective date -- 1993 c 356: See note following RCW 24.03.046.
Intent -- Severability -- Effective dates -- Application -- 1982 c 35: See notes following RCW 43.07.160.