Washington compliance for joint ventures

I completed targeted research on Washington-state compliance obligations for joint ventures (JVs) to support blog content for US business owners and LLC founders. Below is a concise, actionable summary (the basis for the blog post) listing required registrations, filings, taxes, and practical compliance steps, followed by recommended JV agreement topics and a short compliance checklist.

Use the cited official sources for quotes and detailed procedures.Key Washington compliance steps for joint ventures (summary):

I completed targeted research on Washington-state compliance obligations for joint ventures (JVs) to support blog content for US business owners and LLC founders. Below is a concise, actionable summary (the basis for the blog post) listing required registrations, filings, taxes, and practical compliance steps, followed by recommended JV agreement topics and a short compliance checklist.

Use the cited official sources for quotes and detailed procedures.Key Washington compliance steps for joint ventures (summary):

Choose the JV vehicle and structure - Joint ventures may be formed as a contractual JV (no entity) or by forming an entity (LLC, partnership, LP, corporation). Washington resources note LLCs and corporations require filing with the Secretary of State; general partnerships may not require SOS formation but must register with the Department of Revenue for a UBI and tax accounts. (SOS; DOR)

Form and register (if using an entity) - Domestic LLC/corporation

file formation documents with Washington Secretary of State. Create required governance documents (operating agreement or bylaws). (SOS) - Foreign (out-of-state) entities: file a Foreign Registration Statement with WA Secretary of State. Filing fee $180; expedited service $100 extra; a Certificate of Existence/Good Standing from home jurisdiction (issued within 60 days) is required. A UBI will be issued if not already assigned. (SOS foreign registration instructions)3) Obtain UBI and business license (Business Licensing Service / Department of Revenue) - Complete the Business License Application (Business Licensing Wizard) to get a Unified Business Identifier (UBI) and any state/city/county endorsements. Online processing ~10 business days; mailed apps can take up to 6 weeks. Some structures (domestic corp, partnership, LLC, LLP) must be filed with SOS before filing BLA. (DOR / BLS)

State tax registration and filings - Register with Washington Department of Revenue for tax accounts. Washington imposes the Business & Occupation (B&O) tax and sales/use tax where applicable; entities selling taxable goods/services or with gross income thresholds must register. Use My DOR to file returns. (DOR)

Employer & labor obligations - If hiring or planning to hire, register with Employment Security Department for unemployment taxes and with Department of Labor & Industries for workers’ compensation (employer coverage) and any contractor registration requirements applicable to the JV’s industry. (ESD; L&I)

Registered agent, principal office and annual reporting - Washington requires a registered agent with a Washington street address for entities registered with the Secretary of State. Entities must keep a principal office address on file. Most entity types must file an Annual Report with the Secretary of State each year to remain in good standing (SOS guidance). (SOS)

Industry- and activity-specific licensing - Construction, healthcare, alcohol/cannabis, securities, and other regulated activities require separate state licensing and permits (e.g., WSLCB for liquor/cannabis). Use the Business Licensing Wizard to identify needed endorsements. (DOR/BLS; agency-specific pages)

FinCEN Corporate Transparency Act (BOI) — update - As of March 26, 2025, FinCEN’s interim rule removed BOI reporting requirements for entities created in the United States (domestic companies). Foreign entities that qualify as “reporting companies” still may have BOI filing obligations and deadlines (FinCEN guidance). Check FinCEN’s site before relying on BOI for compliance planning. (FinCEN)

JV agreement and governance (recommended provisions) - Capital contributions and ownership percentages - Management structure and control rights (who manages operations/strategy) - Profit and loss allocation and distributions - Financial controls, accounting, and reporting obligations - Tax elections and treatment (partnership tax vs entity tax elections) - Representations, warranties, indemnities and insurance - Confidentiality, intellectual property ownership/use - Term, scope of JV, milestones, budgets and approved activities - Exit mechanics

buy-sell, transfer restrictions, dissolution triggers - Dispute resolution (governing law — Washington? — arbitration/mediation) - Regulatory compliance covenants and covenants to maintain filings, licenses, and tax accounts

Common pitfalls and practical recommendations - Don’t assume a contractual JV avoids registrations

if the JV conducts business in WA or uses an organized entity, register appropriately and get a UBI and tax accounts. - Confirm whether you need to qualify as a foreign entity if some JV partners are out-of-state; follow SOS foreign registration steps to avoid penalties. - Ensure the operating agreement or JV contract allocates responsibility for filings, taxes, renewals, and license maintenance. - Keep an up-to-date registered agent and file Annual Reports timely to avoid administrative dissolution. - For capital raising, check securities rules and state DFI requirements before offering interests.Short compliance checklist (practical, sequential):- Decide JV form (contractual JV vs new entity). If entity: choose LLC/LP/corp and draft operating agreement/partnership agreement.- File formation papers with WA SOS (domestic) or file Foreign Registration Statement (foreign) and pay fees ($180; expedited $100).- Complete Business License Application via the Business Licensing Wizard to obtain UBI and endorsements (online ~10 business days).- Register with DOR for B&O/sales/use and other applicable tax accounts; set up My DOR account.- If hiring: register with ESD (unemployment) and L&I (workers’ comp) and set up payroll tax withholding as needed.- Identify and apply for industry-specific licenses (city/county/state endorsements via BLS).- Appoint/maintain a Washington registered agent and principal office address.- File Annual Reports and maintain good standing with SOS; monitor renewal deadlines.- Confirm FinCEN BOI obligations (foreign entities may still have reporting duties). Update compliance plan accordingly.Sources (official pages used for the research and direct excerpts included below):- Washington Secretary of State — Start a Domestic (WA) Business (entity selection, filing with SOS, operating agreements): https://www.sos.wa.gov/corporations-charities/business-entities/start-or-register-business/start-domestic-wa-business- Washington Department of Revenue — Choose an ownership structure (entity descriptions) https://dor.wa.gov/open-business/choose-ownership-structure- Washington Department of Revenue — Apply for a business license / Business Licensing Wizard (UBI, BLA processing times and how to apply): https://dor.wa.gov/open-business/apply-business-license- Washington Secretary of State — Foreign Registration Statement instructions and fees (Profit Foreign Registration Statement PDF): https://www.sos.wa.gov/sites/default/files/2023-10/Profit_FO_Reg.pdf- FinCEN — BOI reporting update (interim final rule removing domestic companies from BOI reporting; foreign entities still may need to report): https://www.fincen.gov/boiI have compiled the authoritative passages and excerpts from the pages above to support the blog content (verbatim excerpts below). If you want, I will now: (A) produce the full blog post (SEO-optimized, ~1,400–2,000 words) using these sources and tailored to "US business owners, LLC founders" for Washington state, with a checklist, sample JV agreement clauses, and compliance timeline; or (B) produce a shorter newsletter email version (subject: "Washington compliance for joint ventures"), or (C) both. Tell me which output you prefer and any length or tone preferences.