AN ACT Relating to corporate filings and other documents processed by the secretary of state's corporations and charities division;
Bill Description
Concerning corporate filings and other documents processed by the secretary of state's corporations and charities division.
What this bill does Powered by Legitron
Substitute House Bill 2248 (2026 Regular Session), which passed both chambers, amends multiple existing statutes rather than creating wholly new standalone laws. The bill revises provisions in the Business Organizations and related titles, including changes to RCW 19.77.060, 19.166.040, 23.95.225, 23.95.255, 23.95.260 and also lists amendments to RCW 23.95.515, 23.95.520, 43.07.032, and 43.07.130 (text for some of those sections was not included in the provided material).
The bill makes a number of procedural and substantive changes directed at the Secretary of State’s duties and entity filing requirements. It requires trademark assignments to be recorded with the Secretary of State within three months of assignment (or before a subsequent purchaser) to avoid being void as to that purchaser; it sets application, signature, 30-day update, annual renewal, and reinstatement/suspension procedures for international student exchange visitor placement organizations; and it clarifies the Secretary of State’s ministerial duty to file entity filings, document receipt and processing time, provide filing acknowledgments, and to return or explain refusals within 15 business days with a superior court remedy to compel filing. The bill also prescribes initial report and annual report contents and deadlines (initial report due within 120 days after an organization’s public organic record is effective; annual report due date set by the Secretary of State; notice 30–90 days before renewal), treatment of changes to registered agent information, and specifies fee rulemaking authority and limits (fee schedules must be consistent with the schedule in effect on January 1, 2016; increases by rule limited to the average biennial increase in cost per a biennial cost study). It identifies certain filings for which no fee is required and states that withdrawal or correction of a filed record does not entitle the filer to a refund.
For registered foreign entities and related administrative provisions, the bill requires prompt delivery of amendments to a foreign registration statement for specified changes (name, entity type, jurisdiction of formation, certain addresses, or specified registration information) and requires a copy of the name-change document from the entity’s home jurisdiction when the entity’s name changes. It lists a nonexhaustive set of activities that do not constitute “doing business” in Washington (including certain isolated transactions completed within 30 days, interstate commerce activities, ownership of property alone, employing a remote worker residing in Washington, and specified operations of an approved branch campus of a foreign degree-granting institution) and states those exclusions do not govern other contacts for service of process, taxation, or regulation. The Secretary of State is authorized to attest or certify signatures of public officials and notaries with stated exceptions, may adopt implementing rules, and the bill reinforces and modifies provisions regarding the Secretary of State’s revolving fund, allowable publication fees, and a legislative option to transfer revolving fund money to the state general fund during the 2023–2025 biennium.
The provided material is incomplete in places: portions of RCW 23.95.260 end mid-sentence, and the full amended text for several cited sections (including RCW 23.95.515, 23.95.520, 43.07.032, and the remainder of 43.07.130) were not included. The standard for “promptly deliver” amendments and formal statutory definitions of several terms used in these amendments are not provided in the extracted text.
Why it matters Powered by Legitron
If enacted, the bill will tighten and clarify what businesses and out‑of‑state organizations must tell the Secretary of State and when, so companies that form in Washington or register from elsewhere will face clearer deadlines and paperwork: domestic entities must file an initial report within 120 days and annual reports on a date set by the Secretary of State with specified contact and officer information, registered foreign entities must promptly file amendments for name, entity type, jurisdiction, certain addresses, or other core registration changes (including attaching the foreign name‑change document), and international student exchange organizations must update the office within 30 days and renew annually. The Secretary of State must treat filings as a ministerial task, stamp the date/time of acceptance, notify refusals within 15 business days, send renewal notices 30–90 days before expiration, and set fees and penalties by rule that generally cannot exceed the amounts in effect on January 1, 2016 except for modest cost‑study based increases; most annual fee revenue goes into the Secretary of State’s revolving fund after the first $50 is deposited to the state treasury.
Practical effects fall most heavily on business filers, registered agents, foreign degree‑granting institutions with Washington branch campuses, and the Secretary of State’s office: filers will have less ambiguity about update duties and face routine processing expectations but remain liable even if the office fails to send renewal notice; some foreign institutions are less likely to be treated as “doing business” in Washington simply for owning or supporting an incorporated branch campus or employing remote Washington workers, reducing their exposure to registration risk; the Secretary of State gains explicit authority to attest or certify many public signatures and to set and collect publication and other fees while being constrained by the 2016 fee cap and required cost studies. The text leaves some implementation details unclear — for example the legal meaning of “promptly,” the missing amended sections listed in the bill header, and precise procedures for some fee transfers — so some operational questions would remain until rules or follow‑up provisions are issued.