RCW 25.15.325
Name -- Registered office -- Registered agent.
(Effective until July 1, 2010.)
(1) A foreign limited liability
company may register with the secretary of state under any name
(whether or not it is the name under which it is registered in
the jurisdiction of its formation) that includes the words
"Limited Liability Company," the words "Limited Liability" and
the abbreviation "Co.," or the abbreviation "L.L.C." or "LLC" and
that could be registered by a domestic limited liability company.
A foreign limited liability company may apply to the secretary
of state for authorization to use a name which is not
distinguishable upon the records of the office of the secretary
of state from the names described in RCW 23B.04.010 and 25.10.020, and the names of any domestic or foreign limited
liability company reserved, registered, or formed under the laws
of this state. The secretary of state shall authorize use of the
name applied for if the other corporation, limited liability
company, limited liability partnership, or limited partnership
consents in writing to the use and files with the secretary of
state documents necessary to change its name, or the name
reserved or registered to a name that is distinguishable upon the
records of the secretary of state from the name of the applying
foreign limited liability company.
(2) Each foreign 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 foreign 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 foreign
limited liability company, which agent may be either an
individual resident of this state whose business office is
identical with the foreign limited liability company's registered
office, or a domestic corporation, a limited partnership or
limited liability company, or a foreign corporation 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 filled with or as a part of the document first
appointing a registered agent. In the event any individual,
limited liability company, limited partnership, 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.
(3) A foreign 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 foreign 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 (2)(a) 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.
(4) 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 foreign limited
liability company for which the agent is the registered agent by
notifying the foreign 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 (3) of this section
and recites that the foreign limited liability company has been
notified of the change.
(5) A registered agent of any foreign limited liability
company 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
foreign limited liability company at its principal place of
business shown in its application for certificate of registration
if no annual report has been filed. The agency appointment is
terminated, and the registered office discontinued if so
provided, on the thirty-first day after the date on which the
statement was filed.
[2002 c 74 § 19; 1998 c 102 § 10; 1996 c 231 § 10; 1994 c 211 § 904.]
NOTES:
Captions not law -- 2002 c 74: See note following RCW 19.09.020.
RCW 25.15.325
Name -- Registered office -- Registered agent.
(Effective July 1, 2010.)
(1) A foreign limited liability
company may register with the secretary of state under any name
(whether or not it is the name under which it is registered in
the jurisdiction of its formation) that includes the words
"Limited Liability Company," the words "Limited Liability" and
the abbreviation "Co.," or the abbreviation "L.L.C." or "LLC" and
that could be registered by a domestic limited liability company.
A foreign limited liability company may apply to the secretary of
state for authorization to use a name which is not
distinguishable upon the records of the office of the secretary
of state from the names described in RCW 23B.04.010 and 25.10.061, and the names of any domestic or foreign limited
liability company reserved, registered, or formed under the laws
of this state. The secretary of state shall authorize use of the
name applied for if the other corporation, limited liability
company, limited liability partnership, or limited partnership
consents in writing to the use and files with the secretary of
state documents necessary to change its name, or the name
reserved or registered to a name that is distinguishable upon the
records of the secretary of state from the name of the applying
foreign limited liability company.
(2) Each foreign 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 foreign 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 foreign
limited liability company, which agent may be either an
individual resident of this state whose business office is
identical with the foreign limited liability company's registered
office, or a domestic corporation, a limited partnership or
limited liability company, or a foreign corporation 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 filled with or as a part of the document first
appointing a registered agent. In the event any individual,
limited liability company, limited partnership, 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.
(3) A foreign 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 foreign 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 (2)(a) 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.
(4) 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 foreign limited
liability company for which the agent is the registered agent by
notifying the foreign 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 (3) of this section
and recites that the foreign limited liability company has been
notified of the change.
(5) A registered agent of any foreign limited liability
company 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
foreign limited liability company at its principal place of
business shown in its application for certificate of registration
if no annual report has been filed. The agency appointment is
terminated, and the registered office discontinued if so
provided, on the thirty-first day after the date on which the
statement was filed.
[2009 c 188 § 1411; 2002 c 74 § 19; 1998 c 102 § 10; 1996 c 231 § 10; 1994 c 211 § 904.]
NOTES:
Effective date -- 2009 c 188: See note following RCW 23B.11.080.
Captions not law -- 2002 c 74: See note following RCW 19.09.020.