Washington compliance requirements summary for foreigners

Summary — Washington compliance requirements for foreign-owned businesses (step-by-step, with practical guidance)

Summary — Washington compliance requirements for foreign-owned businesses (step-by-step, with practical guidance)

Determine whether you must "foreign qualify" in Washington - Washington requires a foreign entity (formed under another state or foreign country law) to register (file a Foreign Registration Statement / obtain a Certificate of Authority) if it is "doing business" in Washington. The Secretary of State provides a list of activities that do NOT constitute "doing business," but physical presence (office, employees), regular operations, or other ongoing business activity in the state typically requires registration. If you don’t register when required, you may face penalties, inability to sue in WA courts, and other consequences. Practical step

review WA SOS guidance and RCW references and treat physical presence or regular business operations in WA as triggering registration.

File the Foreign Registration Statement with the WA Secretary of State (Corporations & Charities Division) - Form and supporting docs

submit the Profit Foreign Registration Statement (or the appropriate foreign registration form for your entity type) and a Certificate of Existence/Good Standing from your home jurisdiction dated within 60 days of filing. Provide exact legal name (or file a foreign name registration / assumed name if needed), formation jurisdiction and date, principal office, registered agent (street address in WA), and date you began doing business in WA. - Fees & timing: State filing fee is $180 (online/mailed) plus online processing; expedited service is available (additional $100). Processing times differ by method; the online filing page has step-by-step instructions and notes that a UBI will be assigned if you don’t already have one. Practical step: obtain Certificate of Existence from home jurisdiction (must be ≤60 days old), appoint a WA registered agent (commercial service recommended for non‑residents), complete online Foreign Registration in the WA CCFS system, and pay the $180 filing fee (add $100 for expedited).

Obtain the WA Unified Business Identifier (UBI) / Master Business License and register for state tax accounts (Department of Revenue) - After foreign registration (or when you start operations), apply for a Washington Master Business License / UBI via the Department of Revenue Business Licensing Service. This triggers registrations for state taxes you may owe (B&O tax, sales & use tax, and any other applicable licenses). - B&O tax

Washington imposes a Business & Occupation (B&O) gross receipts tax (no deductions for costs). Rates depend on tax classification; Washington has no personal income tax, so owners’ compensation is not taxed at the state personal level, but B&O applies to business gross receipts. Practical step: at first business activity in WA, apply for the Master Business License and register for B&O and sales tax collection if you make taxable sales. Consult DOR for the correct B&O classification and remittance schedule.

Employer obligations — Employment Security Department (unemployment insurance) and payroll requirements - If you hire employees in Washington, register with the Employment Security Department (ESD) for unemployment insurance. Employers must file quarterly tax and wage reports (unemployment and combined Paid Leave / WA Cares reporting). Quarterly reports are due the last day of the month following the quarter. ESD penalties for operating without registration can be severe — for each quarter of unregistered operation the department may assess $1,000 or two times the unpaid taxes for that quarter, whichever is more. Practical step

set up SecureAccess Washington (SAW) and EAMS access, register the employer account before you pay wages or in advance of first pay period, and file/pay quarterly to avoid penalties.

Workers’ compensation — Department of Labor & Industries (L&I) - Washington requires employers to obtain workers’ compensation coverage (industrial insurance) through L&I’s State Fund (or be certified as a self‑insurer). To open a workers’ compensation account, submit or update the Business License Application (Department of Revenue) indicating hiring employees; L&I will create the account, assign risk classifications, send rate notices, a certificate of coverage, and workplace posters. Quarterly employer premium reports and payments are required. - Out-of-state workers temporarily working in WA

special rules apply; sometimes coverage in the home state suffices if reciprocal and home insurer covers WA claims — otherwise you must cover in WA; penalties and premium assessments can apply if not handled correctly. Practical step: apply for workers’ comp account through L&I (via DOR license application), classify workforce correctly, file quarterly reports, and post your certificate of coverage at work locations.

Federal requirements

EIN, tax filing, and Beneficial Ownership Information (FinCEN) - Obtain an EIN from the IRS for the Washington-registered entity (Form SS‑4). Foreign owners forming a US LLC should obtain EINs for the entity; owners may also need ITINs for personal tax filings if required. Check IRS guidance for international applicants about how to request an EIN (online for entities with a U.S. responsible party, phone/fax options for some foreign applicants) and federal tax obligations. - FinCEN / Corporate Transparency Act (BOI): recent rulemaking (interim final rule on March 26, 2025) narrowed reporting companies to foreign entities formed under the law of a foreign country that have registered to do business in any US state (so-called foreign reporting companies). Foreign reporting companies registered to do business in the U.S. before March 26, 2025, had an initial BOI filing deadline of April 25, 2025; entities registering after March 26, 2025, have 30 calendar days to file an initial BOI report after receiving notice that their registration is effective. Confirm current FinCEN guidance to determine whether you must file and to meet filing deadlines. Practical step: obtain an EIN early; check FinCEN BOI guidance to confirm if your foreign company (after registering in WA) is a "reporting company" and file the BOI report within the applicable window. 7) Ongoing maintenance — annual reports, fees, and good standing - Secretary of State annual report: most profit corporations and LLCs must file an annual report with the WA Secretary of State. For many entities the annual report fee is $70 (check current fee schedule by entity type). The annual report is due on the last day of the month corresponding to your registration anniversary month. Maintain a registered agent and file amendments when information (agent, address, officers/directors) changes. - Taxes and filings: keep DOR filings (B&O, sales tax returns) current and timely; maintain L&I and ESD filings for payroll; keep all fees and reports paid to avoid penalties, interest, and possible revocation of authority. Practical step: track your anniversary month, calendar annual report deadlines, and set reminders for quarterly tax and wage filings. 8) Local licensing and city/county requirements - Cities and counties (for example, Seattle / King County) may require local business licenses, local sales tax/street use permits, or specialized permits (health, professional, contractor licensing). Check city/county business licensing portals where you operate. Practical step: after state registration, check city/county business licensing requirements and obtain local licenses before opening operations. State-specific considerations and practical tips for foreign entrepreneurs - Washington has no personal income tax — but B&O is a gross receipts tax; this can produce different effective tax burdens than states with corporate/income taxes. Carefully classify your activities for B&O rates and consider whether your business model can benefit from deductions, credits, or exemptions (see DOR for credits and rate classes). - Registered agent: foreign owners commonly use a professional registered agent to receive legal notices and to keep owner addresses private. - Certificate of Existence timing: WA requires a certificate from the home jurisdiction dated within 60 days of filing — plan timing accordingly to avoid rejections. - Employment: start employer registrations (ESD and L&I) before the first payroll to avoid steep penalties and interest. File quarterly even if no payroll in a quarter when account is active. - FinCEN BOI: confirm current status of BOI rules for foreign reporting companies — rules changed in 2025; check FinCEN site for your deadlines and exemptions.