What constitutes doing business in Washington state? Selling goods or services, having an office or a representative in the state, and having a store or warehouse in the state may constitute doing business in Washington. Situations in which a business may not be construed as a business in the state include making one-off transactions, defending or filing a lawsuit in the state, operating certain delivery and installation services, running a local branch of a foreign academic institution, and doing business through independent contractors.

Why It Is Important to Know If You Are Doing Business in Washington

Many business owners have found themselves doing business in the state without ever knowing it. Doing business in Washington state without legal authorization could prove a costly mistake. Some possible consequences of doing business in the state without registration are:

  • Your business stands to pay tax arrears and fines if found doing business in the state without paying taxes. Washington state requires all businesses that conduct business in Washington to pay sales tax and B&O tax. Businesses that meet the definition of "doing business" in the state qualify for these taxes regardless of whether they are registered in the state.
  • A business that operates in Washington but is not registered cannot file a lawsuit in the state.
  • A business discovered to be doing business illegally in the state could be forced to pay outstanding filing fees for the time it has operated illegally in Washington.

What Constitutes Doing Business in Washington State?

A business can be said to be doing business in Washington if it owns a warehouse in Washington or has a store in the state. Also, businesses that have sales representatives in the state are said to be doing business in Washington State.

Businesses can pursue certain business-related activities without worrying about being judged as doing business in the state. Activities that do not constitute doing business in Washington state include:

  • When a lawsuit is filed against your business in Washington, defending your business against the lawsuit does not constitute doing business.
  • Doing internal business activities, such as holding board or member meetings, does not constitute doing business.
  • Having a bank account in Washington state does not on its own constitute doing business in Washington.
  • In some cases, businesses that have offices, agents, and representatives in the state who are handling the companies own securities are not automatically assumed to be being business in the state.
  • A business that is selling its goods or services through independent contractors will not be presumed to be doing business in the state.
  • Some businesses involved in delivery and installations are, in some circumstances, excused from the definition of doing business in the state.
  • Collecting debts is not necessarily conducting business.
  • Making a one-off or isolated business transaction that is completed within 30 days and is not a repeated does not meet the requirement for doing business.
  • Getting involved in interstate commerce is not always interpreted as doing business in Washington.
  • Managing a branch of a foreign academic Institution that offers degrees does not constitute doing business in Washington.

How to Register a Foreign Business in Washington

In Washington, to register a business that was formed in another state, the business owners must file a Foreign Liability Company Registration form. This document is submitted to the Secretary of State of Washington state. A $180 fee is required if the filing is done by postal mail or $200 if it is submitted online. The form requires you to share basic details about your company, including the following:

  • The name of your company.
  • The Doing Business As (DBA) name of the company, if any.
  • The address of the business.
  • The state where the business was formed.
  • The name and address of the business' registered agent for service of process in Washington.
  • The names and addresses of the business members and managers.
  • The certificate of existence of the business from the state where the business was formed.

You can find details about how to form an LLC and an S corporation in Washington in detailed articles from UpCounsel.

If you need help to find out if your business is actually doing business in Washington state, you can post your legal need on UpCounsel's marketplace. UpCounsel accepts only the top 5 percent of lawyers to its site. Lawyers on UpCounsel come from law schools such as Harvard Law and Yale Law and average 14 years of legal experience, including work with or on behalf of companies like Google, Menlo Ventures, and Airbnb.