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Washington puts the registered agent rules for its business entities in one shared chapter: chapter 23.95 RCW, Article 4. It splits agents into two groups, commercial and noncommercial. It also lets a company name an office inside itself, such as "President", as its agent. Filings go to the Secretary of State's Corporations and Charities Division. Our Washington business guide covers the search, the annual report and filing fees.
Who must have an agent
RCW 23.95.405 says the following shall designate and maintain a registered agent in Washington:
- every domestic entity;
- every registered foreign entity.
The addresses on these filings must include a street address in Washington, plus a Washington mailing address if it is different (RCW 23.95.410).
Your three options
The registered agent filing, set out in RCW 23.95.415, names one of these:
- A commercial registered agent. This is a person listed with the Secretary of State under RCW 23.95.420 as being in the business of serving as an agent in Washington. You only give its name, because its address is already on its listing.
- A noncommercial registered agent. Any individual or domestic or foreign entity that serves as an entity's agent in Washington without that listing (RCW 23.95.105). You give the agent's name and address.
- An office or position in your entity. You give the title, for example "Managing Member", and the address. Papers go to whoever holds that role at the time.
Option 2 or 3 is how you act as your own agent. A sole owner who lives or works at a Washington street address can name themselves, or name their title.
Consent comes first
No one can be appointed without prior consent in a record, delivered to the Secretary of State in the form it prescribes. If someone finds they were named without agreeing, they can send a notarized statement and the state removes their name.
The agent's duties
RCW 23.95.455 lists the only duties an agent has under the chapter:
- forward any process, notice or demand to the entity, at the address the entity most recently gave the agent;
- give the entity the notices the chapter requires;
- for a noncommercial agent, keep the details in the agent filing current;
- for a commercial agent, keep its listing current.
The second point matters. The agent works from the address you gave it, so tell your agent when you move.
Changing your agent
A represented entity files a statement of change with its name and the new agent information (RCW 23.95.430). Members, shareholders, managers or directors do not need to approve it. If you name a new agent, the new agent's consent goes on the statement or with it.
If a noncommercial agent changes its own name or address, it files a statement of change for each entity it serves and tells each entity (RCW 23.95.435). The fee schedule repeats the same two entries in each entity section, including profit corporations, nonprofits and limited partnerships:
| Filing | Fee |
|---|---|
| Change of registered agent / office | No fee |
| Resignation of registered agent | No fee |
If the agent goes missing
Washington sets out a fallback order in RCW 23.95.450. If an entity has no agent, or the agent cannot be served with reasonable diligence:
- papers can be sent by registered or certified mail, or a similar commercial delivery service, to the principal office shown in the most recent annual report;
- if that fails, a copy can be handed to the person in charge of any regular place of business;
- if that fails too, the Secretary of State becomes the agent.
So a missing agent does not stop a lawsuit. It just moves the papers somewhere you may not be watching. There is also a status risk. Under RCW 23.95.605, the Secretary of State may start administrative dissolution when an entity has no registered agent in Washington for thirty consecutive days. That later shows in a business status check.
Searching for an agent in Washington
The Corporations and Charities Filing System has a corporation search by business name or UBI number. Its advanced search has a "Registered Agent/Governor Search" section, which finds all businesses with the same agent on record. The Secretary of State's tools page also links a registered agent search and the list of commercial registered agents. Our registered agent lookup guide explains how to read the result, and the registered agent overview compares other states.
Forming a new company? See how to start an LLC in Washington.