Washington compliance for non-US residents

Research steps taken and summary of findings Steps taken - Ran targeted web searches focused on Washington state corporate formation and employer requirements, WA tax and licensing rules, federal tax reporting for foreign-owned U.S. entities, employer payroll obligations, and practical banking/immigration/BOI requirements.

Search terms included: “Washington Secretary of State foreign LLC,” “Washington registered agent requirements,” “Washington Department of Revenue hiring employees,” “Form 5472 foreign-owned U.S. DE pro forma 1120,” “SS-4 EIN international applicant,” “Form W-7 ITIN,” “IRC 1446 8804 8805,” and “Corporate Transparency Act (FinCEN) BOI.” - Prioritized primary official sources (Washington Secretary of State, Washington Department of Revenue, Washington Employment Security/L&I/PFML guidance, IRS forms and instructions) and recent authoritative guidance from reputable firms and specialist resources to fill gaps where official guidance is limited.

Compressed, actionable findings (organized by the user’s requested bullets) 1) Washington Secretary of State requirements (formation and foreign registration) - Foreign entities (including LLCs formed in another U.S. state or in a foreign country) must file a Foreign Registration Statement to register to do business in Washington.

Required supporting document: a Certificate of Existence/Good Standing from the home jurisdiction dated within 60 days of filing. Online filing is available; current filing fee is published on the SOS site.

A registered agent with a physical Washington address is required for all entities. (See SOS foreign registration instructions.) - The Secretary of State assigns a UBI if the entity is new to Washington; name availability rules and initial/annual reports apply.

Research steps taken and summary of findings Steps taken - Ran targeted web searches focused on Washington state corporate formation and employer requirements, WA tax and licensing rules, federal tax reporting for foreign-owned U.S. entities, employer payroll obligations, and practical banking/immigration/BOI requirements.

Search terms included: “Washington Secretary of State foreign LLC,” “Washington registered agent requirements,” “Washington Department of Revenue hiring employees,” “Form 5472 foreign-owned U.S. DE pro forma 1120,” “SS-4 EIN international applicant,” “Form W-7 ITIN,” “IRC 1446 8804 8805,” and “Corporate Transparency Act (FinCEN) BOI.”

1) Washington Secretary of State requirements (formation and foreign registration) - Foreign entities (including LLCs formed in another U.S. state or in a foreign country) must file a Foreign Registration Statement to register to do business in Washington.

Required supporting document: a Certificate of Existence/Good Standing from the home jurisdiction dated within 60 days of filing. Online filing is available; current filing fee is published on the SOS site.

A registered agent with a physical Washington address is required for all entities. (See SOS foreign registration instructions.)

• Prioritized primary official sources (Washington Secretary of State, Washington Department of Revenue, Washington Employment Security/L&I/PFML guidance, IRS forms and instructions) and recent authoritative guidance from reputable firms and specialist resources to fill gaps where official guidance is limited. Compressed, actionable findings (organized by the user’s requested bullets)
• The Secretary of State assigns a UBI if the entity is new to Washington; name availability rules and initial/annual reports apply.

Washington Business Licensing Service / UBI / state licenses - Most businesses (including foreign-registered LLCs doing business in WA) must obtain a Washington state business license and UBI via the Business Licensing Service. Depending on activity/location, additional local or specialty licenses/permits may be required.

Washington Department of Revenue

B&O tax, sales & use tax nexus/economic thresholds, registration - Washington imposes a Business & Occupation (B&O) tax on gross receipts (no personal income tax). Businesses must register with the WA Dept. of Revenue for tax accounts when they have nexus (sales, physical or employee presence). Remote seller economic nexus rules and threshold guidance (and sales & use tax obligations) are explained on DOR; businesses should register before they begin operations and will receive tax account information and filing instructions.

Washington employment requirements (hiring staff in WA) - Employers with employees working in Washington (including out-of-state employers who place employees in WA) must register with Washington agencies. Registering (via the Business License Application) triggers notifications/registration with

Department of Labor & Industries (workers’ compensation) and Employment Security Department (unemployment insurance). Paid Family & Medical Leave (PFML) applies to employers with Washington employees (out-of-state companies with WA employees must sign up and submit the Business License Application copy). Employers must also comply with WA wage, leave, and local ordinances (e.g., Seattle/Tacoma local rules where applicable).

Federal tax compliance for non-US owners (EIN, ITIN, Form 5472, partnership withholding, FDAP withholding) - EIN (Form SS-4)

foreign-owned entities must obtain an EIN to open bank accounts and register/pay taxes. International applicants without an SSN generally file SS-4 by mail or use the IRS international phone number (commonly documented guidance shows phone 267-941-1099) per IRS guidance and practitioner resources. - ITIN (Form W-7) is required when a foreign individual owner needs a U.S. taxpayer identification number for filing personal U.S. tax returns. - Form 5472 + pro forma Form 1120: A foreign-owned U.S. disregarded entity (SMLLC) is required to attach Form 5472 and a pro forma Form 1120 to satisfy sections 6038A/6038C reporting even if it has no U.S. income. The Form 5472 instructions and IRS guidance explain who must file, what is a reportable transaction, and the filing deadline (file with the income tax return/pro forma 1120 by the due date, including extensions). Penalties for failure to file are significant (e.g., $25,000 base penalty per omission). - Partnerships / IRC 1446: If a partnership has foreign partners or effectively connected income allocable to foreign partners, the partnership may be subject to withholding under IRC 1446 and must file Forms 8804/8805 to report and allocate withholding; consult IRS rules for withholding on effectively connected taxable income of foreign partners. - FDAP withholding / Forms 1042/1042-S: Payments of FDAP (fixed or determinable annual or periodic income) to foreign persons are generally subject to withholding (30% unless reduced by treaty); payers must file Forms 1042 and 1042-S to report withholding and payments. Foreign payees provide W-8 series forms (W-8BEN, W-8BEN-E, etc.) to certify foreign status and claim treaty benefits.

Bank account and identification requirements for non-US owners - U.S. banks require KYC identification (passport, EIN, articles, operating agreement, beneficial owner IDs). Many banks require in-person account opening; some banks and fintechs offer remote onboarding for foreign-owned LLCs but policies vary. Practical steps

obtain EIN, prepare entity documents (formation docs, operating agreement, Certificate of Good Standing), provide passport/ID for beneficial owners, appoint a U.S. mailing address/registered agent if needed, and contact banks in advance to confirm remote account-opening options.

Corporate Transparency Act (FinCEN BOI) reporting obligations - The Corporate Transparency Act requires reporting of beneficial owners (BOI) for many newly formed and existing entities unless an exemption applies. Foreign-owned entities generally are covered unless they fit a specific exemption (e.g., certain large operating companies, heavily regulated entities). BOI filings are submitted to FinCEN; penalties apply for failure to report. (Note

specific exemptions must be checked against current FinCEN guidance.)

Immigration / work authorization for non-US owners - Ownership of a U.S. business does not automatically permit work in the U.S. Owners who intend to work in the U.S. must obtain appropriate work authorization/visa status (E-2 investor, L-1 intracompany transferee, H-1B specialty worker, TN for certain Canadians/Mexicans, O-1, or employment-based immigrant visas such as EB categories). Visa eligibility depends on nationality, investment structure, and other criteria; owners should consult immigration counsel to determine viable pathways and limitations on self-employment under specific visas.

Washington-specific exemptions or special rules - Washington has no state personal income tax but applies B&O tax on gross receipts which can materially affect margins. Out-of-state employers with employees in Washington must register for WA employer accounts (UI, L&I, PFML). No special reciprocity for state income tax (state has no income tax). Some local jurisdictions add extra licensing and minimum standards.

Practical compliance checklist and common pitfalls (summary) - Pre-formation / formation

choose entity type and state; if operating in WA, file Foreign Registration Statement with SOS; secure a WA registered agent with physical street address and required email contact. - Licensing & registrations: obtain WA Business License / UBI (Business Licensing Service); register with WA Dept. of Revenue for B&O/sales & use tax if nexus; register with ESD (unemployment), L&I (workers’ compensation), and PFML if hiring or maintaining employees in WA. - Federal tax: obtain EIN; file Form W-7/obtain ITIN if owners need it; file Form 5472 + pro forma Form 1120 when required; monitor partnership withholding (IRC 1446) and FDAP withholding rules (Form 1042/1042-S). Maintain proper W-8 forms for foreign payees. - Banking: prepare entity and identity documents; confirm bank KYC remote policies; note many banks require in-person opening; plan for intermediary fintech solutions if needed. - BOI/CTA: determine whether the entity must file BOI report with FinCEN and prepare accurate beneficial ownership data. - Immigration: do not assume ownership equals work authorization; secure appropriate visa before performing work in the U.S. - Common pitfalls: failing to register as a foreign entity in WA before transacting; missing Form 5472/pro forma 1120 filings (heavy penalties); misclassifying workers vs contractors; failing to register for WA employment accounts; overlooking B&O tax and sales tax nexus; trying to work in the U.S. without appropriate visa. Selected supporting sources and verbatim excerpts (each citation supports the bullets above) - https://www.sos.wa.gov/corporations-charities/business-entities/online-filing-instructions/register-foreign-non-wa-limited-liability-company-llc-online Excerpt: "A Foreign Registration Statement is used by business entity types, whose home state is a different state or country for the purpose of registering to do business in Washington State. ... The Certificate of Existence MUST be dated within 60 days of this submission date to be considered acceptable for your Foreign Registration Statement filing record." - https://www.sos.wa.gov/corporations-charities/business-entities/limited-liability-company-llc-professional-llc-pllc-filing-resource-page Excerpt: "A Foreign Registration Statement is used for LLCs & PLLCs whose home state is a different state or country for the purpose of registering to do business in Washington State. ... Filing Fee: $180" - https://dor.wa.gov/manage-business/grow-business/hiring-employees Excerpt: "By submitting the application, your business will be registered for Workers’ Compensation through the Department of Labor & Industries, and Unemployment Insurance through the Employment Security Department. ... Paid Family Medical Leave is required for employers, including out-of-state companies that have employees working in the state of Washington." - https://www.irs.gov/pub/irs-pdf/i5472.pdf Excerpt: "Use Form 5472 to provide information required under sections 6038A and 6038C when reportable transactions occur during the tax year of a reporting corporation with a foreign or domestic related party. ... While a DE is not required to file a U.S. income tax return, a DE covered by these rules is required to file a pro forma Form 1120 with Form 5472 attached by the due date (including extensions) of that Form 1120." - https://www.irs.gov/forms-pubs/about-form-5472 Excerpt: "Corporations file Form 5472 to provide information required under sections 6038A and 6038C when reportable transactions occur with a foreign or domestic related party." - https://www.irs.gov/instructions/i1120 Excerpt: "If a foreign person, including a foreign corporation, wholly owns a domestic disregarded entity (DE), the domestic DE is treated as a domestic corporation separate from its owner... a DE covered by these rules is required to file a pro forma Form 1120 with Form 5472 attached by the due date (including extensions) of the return." - https://1040abroad.com/blog/foreign-owned-llc-reporting-and-taxes-explained/ Excerpt: "A foreign-owned U.S. single-member LLC must at minimum file Form 5472 with a pro-forma Form 1120 every year. If it has U.S. trade or business income, full income tax returns (1120 or 1120-F) apply." - https://www.northwestregisteredagent.com/llc/non-us-resident-owner Excerpt: "To apply for an EIN without a US social security number (SSN), you can obtain an ITIN then file Form SS-4 with the IRS. International applicants will have to apply by mail, or by phone: (267) 941-1099. ... US Bank Account – Opening a US bank account can be tricky if you don’t live in the US. Many banks require their clients to physically be in the US to open a new account..." - https://wise.com/us/blog/washington-foreign-llc Excerpt: "To legally transact business here, you must complete a foreign qualification process through the Washington Secretary of State. ... Once the EIN is received, the entity is required to file tax returns based on its structure... Washington has a Business & Occupation (B&O) tax, as well as sales and use tax for certain businesses." Notes, limitations, and recommended next steps - This research prioritized primary official sites for state and federal rules and reputable practitioner summaries for practical steps. I did not fetch a dedicated FinCEN Corporate Transparency Act (BOI) page in the searches summarized above — the CTA/BOI topic is important and FinCEN is the authoritative source for BOI rules and available exemptions; I recommend including FinCEN guidance and the current BOI filing portal guidance as the next immediate citation to finalize CTA-specific compliance items and exemptions. - For IRC 1446 (partnership withholding) and Forms 8804/8805, along with Form 1042/1042-S FDAP specifics and treaty withholding rates, consult the IRS withholding and partnership guidance pages and a specialized tax advisor because these areas require facts-and-circumstances analysis and may be affected by tax treaties. If you want, I can now draft the complete blog post and newsletter content for "Washington compliance for non-US residents" structured for your target audience (US business owners and LLC founders), including: a step-by-step checklist, sample timeline, state- and federal-forms templates list, boilerplate language for a registered agent agreement, recommended bank onboarding checklist, and recommended vendor/professional contacts (attorney, CPA, registered agent).