Washington compliance assistance for foreign shareholders

I searched official Washington state sources (Secretary of State, Department of Revenue, Business Licensing Service), federal agencies (FinCEN, IRS), and reputable professional analyses to gather comprehensive guidance on compliance for foreign shareholders in Washington.

Key findings:

Formation and registration

Foreign entities must file a Foreign Registration Statement with the WA Secretary of State to do business; obtaining a UBI and registering for a business license is required when thresholds or physical presence nexus exists.

Annual compliance

Maintain a registered agent, file annual reports with SOS, and keep corporate records.

FinCEN BOI

As of March 26, 2025, FinCEN’s interim final rule narrowed BOI reporting to only foreign reporting companies (entities formed under foreign law and registered in a U.S. state). Foreign entities registered in Washington likely had BOI deadlines — guidance and deadlines are on FinCEN. 4) Washington tax obligations: Non-U.S. owners and foreign entities can create Washington nexus (B&O tax, sales/use, excise taxes) based on receipts sourced to WA; treaties don’t shield from WA state taxes. Washington may require withholding for certain dispositions of U.S. real property (FIRPTA), and federal withholding rules (IRS Pub 515) apply to US-source payments to foreign persons; forms like W-8BEN/W-8BEN-E are used to document foreign status for withholding.

S-corp and entity-specific rules

S-corp shareholders generally cannot be nonresident aliens (directly), so foreign persons must consider entity choice (LLC taxed as partnership or C corp) and tax/election consequences.

Practical checklist

foreign shareholders should (a) confirm need to register as foreign entity with SOS and obtain UBI; (b) register with DOR and the Business Licensing Service; (c) appoint WA registered agent; (d) file annual reports and pay fees; (e) collect/maintain tax documentation (EIN, ITIN, W-8s, FinCEN BOI filings if applicable); (f) assess nexus and B&O/sales tax obligations and withholding responsibilities (FIRPTA, partnership withholding, other federal withholding); (g) consult WA DOR, SOS, FinCEN, and a US cross-border tax attorney or CPA for specifics.