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| Home > Statutes > USA Washington |
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USA Statutes : washington
Title : Washington business corporation act
Chapter : Office and agent
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RCW 23B.05.010Registered office and registered agent.(1) Each corporation must continuously maintain in this state: (a) A registered office that may be the same as any of its places of business. 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; (b) A registered agent that may be: (i) An individual residing in this state whose business office is identical with the registered office; (ii) A domestic corporation or not-for-profit domestic corporation whose business office is identical with the registered office; (iii) A foreign corporation or not-for-profit foreign corporation authorized to conduct affairs in this state whose business office is identical with the registered office; (iv) A domestic limited liability company whose business office is identical with the registered office; or (v) A foreign limited liability company authorized to conduct affairs in this state whose business office is identical with the registered office. (2) A registered agent shall not be appointed without having given prior consent in a record to the appointment. The consent shall be filed with the secretary of state in such form as the secretary of state may prescribe. The consent shall be filed with or as a part of the record first appointing a registered agent. In the event any individual, corporation, or limited liability company has been appointed agent without consent, that person, corporation, or limited liability company may file a notarized statement attesting to that fact, and the name shall immediately be removed from the records of the secretary of state.[2002 c 297 § 15; 1989 c 165 § 40.] RCW 23B.05.020Change of registered office or registered agent.(1) A corporation 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 corporation; (b) If the current registered office is to be changed, the street address of the new registered office in accord with RCW 23B.05.010(1)(a); (c) If the current registered agent is to be changed, the name of the new registered agent and the new agent's consent in a record, either on the statement or attached to it in a manner and form as the secretary of state may prescribe, 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. (2) 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 corporation for which the agent is the registered agent by notifying the corporation of the change either (a) in a written record, or (b) if the corporation has designated an address, location, or system to which the notices may be electronically transmitted and the registered agent electronically transmits the notice to the corporation at the designated address, location, or system, in an electronically transmitted record and delivering to the secretary of state for filing a statement that complies with the requirements of subsection (1) of this section and recites that the corporation has been notified of the change.[2002 c 297 § 16; 1989 c 165 § 41.] RCW 23B.05.030Resignation of registered agent.(1) A registered agent may resign as agent by signing and delivering to the secretary of state for filing a statement of resignation. The statement may include a statement that the registered office is also discontinued. (2) After filing the statement the secretary of state shall mail a copy of the statement to the corporation at its principal office. (3) The agency appointment is terminated, and the registered office discontinued if so provided, on the 31st day after the date on which the statement was filed.[1989 c 165 § 42.] RCW 23B.05.040Service on corporation.(1) A corporation's registered agent is the corporation's agent for service of process, notice, or demand required or permitted by law to be served on the corporation. (2) The secretary of state shall be an agent of a corporation upon whom any such process, notice, or demand may be served if: (a) The corporation fails to appoint or maintain a registered agent in this state; or (b) The registered agent cannot with reasonable diligence be found at the registered office. (3) Service on the secretary of state of any such process, notice, or demand shall be made by delivering to and leaving with the secretary of state, or with any duly authorized clerk of the corporation department of the secretary of state's office, the process, notice, or demand. In the event any such process, notice, or demand is served on the secretary of state, the secretary of state shall immediately cause a copy thereof to be forwarded by certified mail, addressed to the secretary of the corporation at the corporation's principal office as shown on the records of the secretary of state. Any service so had on the secretary of state shall be returnable in not less than thirty days. (4) The secretary of state shall keep a record of all processes, notices, and demands served upon the secretary of state under this section, and shall record therein the time of such service and the secretary of state's action with reference thereto. (5) This section does not limit or affect the right to serve any process, notice, or demand required or permitted by law to be served upon a corporation in any other manner now or hereafter permitted by law.[1989 c 165 § 43.]
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