In William Shakespeare’s “Hamlet,” Hamlet imparts the famous lines, “To be, or not to be, that is the question: Whether ’tis nobler in the mind to suffer the slings and arrows of outrageous fortune, or to take arms against a sea of troubles and by opposing end them.”
But what about for a Washington corporation or a limited liability company? What signifies that a business entity really exists or, to put it another way, is “to be?” RCW 23.95.235 provides in part:
(1) On request of any person, the secretary of state shall issue a certificate of existence for a domestic entity or a certificate of registration for a registered foreign entity.
(2) A certificate under subsection (1) of this section must state:
(a) The domestic entity’s name or the registered foreign entity’s name used in this state;
(b) In the case of a domestic entity:
(i) That its public organic record has been filed and has taken effect;
(ii) The date the public organic record became effective;
(iii) The period of the entity’s duration if the records of the secretary of state reflect that the entity’s period of duration is less than perpetual; and
(iv) That the records of the secretary of state do not reflect that the entity has been dissolved;
(c) In the case of a registered foreign entity:
(i) That it is registered to do business in this state;
(ii) The date the foreign entity registered to do business in this state; and
(iii) That the records of the secretary of state do not reflect that the foreign entity’s registration to do business in the state has been terminated;
(d) That all fees, interest, and penalties owed to this state by the domestic or foreign entity and collected through the secretary of state have been paid, if:
(i) Payment is reflected in the records of the secretary of state; and
(ii) Nonpayment affects the existence or registration of the domestic or foreign entity;
(e) That the most recent annual report required by RCW 23.95.255 has been delivered to the secretary of state for filing;
(g) Other facts reflected in the records of the secretary of state pertaining to the domestic or foreign entity which the person requesting the certificate reasonably requests.
(3) Subject to any qualification stated in the certificate, a certificate issued by the secretary of state under subsection (1) of this section may be relied upon as conclusive evidence of the facts stated in the certificate, and that as of the date of its issuance: (a) In the case of a domestic entity, it is in existence and duly formed or incorporated, as applicable; and (b) in the case of a foreign entity, it is registered and authorized to do business in this state.
A business entity might need a Certificate of Existence to complete a variety of commercial transactions including opening up a business bank account, applying for a loan, renewing a license, or entering into certain contractual arrangements. The Washington Secretary of State issues these certificates for $20.00.
New business owners tend to work at a frenzied pace due to the torrential volume of tasks that must be completed in the start-up phase. Unfortunately, some unscrupulous characters here in Washington have attempted to take advantage of new business owners by sending out a misleading letter requesting $82.50 for a “Washington Certificate of Good Status.” And, undoubtedly, many sleep deprived new business owners who lack adequate hours in the day quickly fill out the form and write the check. The Secretary of State has documented this scam here: https://www.sos.wa.gov/corps/misleading-letters-asking-for-fees.aspx
It’s important for business owners, as they sort through the mail, to take the time to separate out what is actually required from what is a scam. Otherwise, in attempting to confirm a business entity’s existence, the new business owner may “suffer the slings and arrows of outrageous fortune” rather than proactively “[taking] arms against a sea of troubles and by opposing end them.”
If someone asks you to document whether your business is “to be or not to be,” and you need assistance, please let us know. We’d be happy to help.
This post is for informational purposes and does not contain or convey legal advice. The information herein should not be used or relied upon in regard to any particular facts or circumstances without first consulting with an attorney.