Washington compliance for companies transitioning structures

Washington regulates conversions and domestications through the Secretary of State under the governing statutes for each entity type (e.g., Title 23B for corporations, Title 25.15 for LLCs, Title 25.10 for partnerships).

Entities must ensure both the converting entity’s governing law and the destination entity’s governing law allow the conversion. The Secretary of State requires a plan of conversion and filing of Articles/Statement of Conversion or Domestication along with formation/organizational documents for the converted entity (e.g., Articles of Incorporation or Certificate of Formation).

A Conversion Cover Sheet is typically required with the filing. Typical Secretary of State filing fees for a conversion/domestication are $190 (commonly reflected as $10 conversion fee + $180 origination fee) for many entity-type changes; smaller $10 conversions apply where the entity is no longer doing business in Washington.

Expedited processing is available for an additional fee ($100). Some changes (e.g., LLC to PLLC or For-Profit Corp to Professional Service Corp) are handled by amendment rather than conversion; review SOS guidance to determine correct procedure.

Changing structure often requires treating the change as a new business for licensing/tax registration purposes. The Department of Revenue (DOR) states that the process to change structure is the same as starting a new business: use the Business Licensing Wizard, create the new structure with the SOS (if applicable), submit a new Business License Application, and you will be given a new Unified Business Identifier (UBI) number that must be used on tax returns and other documents.

You will likely need to re-apply for state and city endorsements and other professional licenses. If converting/domesticating to a foreign jurisdiction but still transacting business in Washington, the UBI may be maintained by filing a Foreign Registration Statement simultaneously or later and noting the existing UBI.

Practical steps include confirming statutory authority for conversion in both origin and destination laws (RCWs), drafting a plan of conversion with required statutory elements, obtaining internal approvals, preparing and filing Articles/Statement of Conversion and accompanying formation documents and Conversion Cover Sheet with the Washington SOS, paying applicable fees, and updating or obtaining new UBI and Business License with DOR.

Reapply for professional or trade licenses and city endorsements as needed, and consider tax registrations, payroll withholding, unemployment insurance, and impact on EIN and federal filings. Update public records and filings such as registered agent, annual report/amended annual report, ownership/controlling interest reporting, and any industry-specific registrations.

The SOS provides conversion resources, examples, and required forms (Articles of Conversion examples, origination forms) and a Conversion Cover Sheet PDF. The DOR provides guidance to treat structure changes as new business licensing and registration actions and links to the Business Licensing Wizard.

Washington regulates conversions and domestications through the Secretary of State under the governing statutes for each entity type (e.g., Title 23B for corporations, Title 25.15 for LLCs, Title 25.10 for partnerships).

Entities must ensure both the converting entity’s governing law and the destination entity’s governing law allow the conversion. The Secretary of State requires a plan of conversion and filing of Articles/Statement of Conversion or Domestication along with formation/organizational documents for the converted entity (e.g., Articles of Incorporation or Certificate of Formation).

A Conversion Cover Sheet is typically required with the filing. Typical Secretary of State filing fees for a conversion/domestication are $190 (commonly reflected as $10 conversion fee + $180 origination fee) for many entity-type changes; smaller $10 conversions apply where the entity is no longer doing business in Washington.

Expedited processing is available for an additional fee ($100). Some changes (e.g., LLC to PLLC or For-Profit Corp to Professional Service Corp) are handled by amendment rather than conversion; review SOS guidance to determine correct procedure.

Changing structure often requires treating the change as a new business for licensing/tax registration purposes. The Department of Revenue (DOR) states that the process to change structure is the same as starting a new business: use the Business Licensing Wizard, create the new structure with the SOS (if applicable), submit a new Business License Application, and you will be given a new Unified Business Identifier (UBI) number that must be used on tax returns and other documents.

You will likely need to re-apply for state and city endorsements and other professional licenses. If converting/domesticating to a foreign jurisdiction but still transacting business in Washington, the UBI may be maintained by filing a Foreign Registration Statement simultaneously or later and noting the existing UBI.

Practical steps include confirming statutory authority for conversion in both origin and destination laws (RCWs), drafting a plan of conversion with required statutory elements, obtaining internal approvals, preparing and filing Articles/Statement of Conversion and accompanying formation documents and Conversion Cover Sheet with the Washington SOS, paying applicable fees, and updating or obtaining new UBI and Business License with DOR.

Reapply for professional or trade licenses and city endorsements as needed, and consider tax registrations, payroll withholding, unemployment insurance, and impact on EIN and federal filings. Update public records and filings such as registered agent, annual report/amended annual report, ownership/controlling interest reporting, and any industry-specific registrations.

The SOS provides conversion resources, examples, and required forms (Articles of Conversion examples, origination forms) and a Conversion Cover Sheet PDF. The DOR provides guidance to treat structure changes as new business licensing and registration actions and links to the Business Licensing Wizard.