(1)
Each limited liability company shall continuously maintain in
this state:
(a) A registered office, which may but need not be a place
of its business in this state. 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 limited liability
company also maintains on file the specific geographic address of
the registered office where personal service of process may be
made;
(b) A registered agent for service of process on the limited
liability company, which agent may be either an individual
resident of this state whose business office is identical with
the limited liability company's registered office, or a domestic
corporation, limited partnership, or limited liability company,
or a government, governmental subdivision, agency, or
instrumentality, or a separate legal entity comprised of two or
more of these entities, or a foreign corporation, limited
partnership, or limited liability company authorized to do
business in this state having a business office identical with
such registered office; and
(c) A registered agent who 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.
(2) A limited liability company may change its registered
office or registered agent by delivering to the secretary of
state for filing a statement of change that sets forth:
(a) The name of the limited liability company;
(b) If the current registered office is to be changed, the
street address of the new registered office in accord with
subsection (1) of this section;
(c) If the current registered agent is to be changed, the
name of the new registered agent and the new agent's written
consent, either on the statement or attached to it, to the
appointment; and
(d) That after the change or changes are made, the street
addresses of its registered office and the business office of its
registered agent will be identical.
(3) If a registered agent changes the street address of the
agent's business office, the registered agent may change the
street address of the registered office of any limited liability
company for which the agent is the registered agent by notifying
the limited liability company in writing of the change and
signing, either manually or in facsimile, and delivering to the
secretary of state for filing a statement that complies with the
requirements of subsection (2) of this section and recites that
the limited liability company has been notified of the change.
(4) A registered agent may resign as agent by signing and
delivering to the secretary of state for filing a statement that
the registered office is also discontinued. After filing the
statement the secretary of state shall mail a copy of the
statement to the limited liability company at its principal
office. The agency appointment is terminated, and the registered
office discontinued is so provided, on the thirty-first day after
the date on which the statement was filed.
[2009 c 202 § 5; 2002 c 74 § 16; 1996 c 231 § 6; 1994 c 211 § 104.]
NOTES:
Captions not law -- 2002 c 74: See note following RCW 19.09.020.