How to Get an Washington Certificate of Existence

In Washington, companies may need to verify that they’re legally authorized to operate in the state and have kept up to date on filings, fees, and regulations. A Certificate of Existence (COE), more commonly known as a Certificate of Good Standing in other states, accomplishes this. Although a Washington Certificate of Existence is relatively simple to acquire, the behind-the-scenes compliance rules that make it valid can be confusing and overwhelming. This article will take you step by step through the process of obtaining a Washington COE.

What is a Washington Certificate of Existence?

A COE is verification that a business exists and is eligible to do business legally, under a unique name, within the state. It also confirms that the business entity has met all requirements for a corporation, limited liability company (LLC), or other officially registered company. The Washington COE enables a business to conduct several activities, such as securing funding, contracting with the state, or doing business with another company inside or outside of Washington. As the registrar of corporations, the office of the Washington Secretary of State’s Corporate Division issues the COE when requested.

What does a Certificate of Existence confirm?

Generally, a COE verifies to a business or another state that a corporation, LLC, or other registered entity is eligible to do business in Washington and has met all of the following compliance requirements:

• Licenses and permits: Federal, state, and local licenses and permits are up to date. These can include health and building permits.
• Current taxes are paid, including income federal withholding, sales, or state unemployment taxes
• State business and occupation taxes are paid
• Annual reports that verify the LLC or corporation’s vital facts, such as principal office address and registered agent name and address.

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Why might a business need a Washington COE?

A Certificate of Existence isn’t necessary for a corporation or LLC to be compliant with Washington’s requirements but could be needed if the company wants to:

• Register to do business in another state. In this case, the COE is forwarded to the target state.
• Secure funding. Funding may be in the form of loans, business grants, or something similar.
• Open a business account with a bank or other financial institution.
• Enter into a digital payment and billing system, or accept autopay.
• Buy business insurance, including workers’ compensation and unemployment.
• Enter into a contract with the state or another business, such as a service contract to run a function like payroll, human resources, or property/attraction management.
• Sell or transfer all or a portion of the company to another party or business.
• Renew specific licenses and permits.

What Washington entities can obtain a COE?

Not all business entities in Washington are eligible to request and use a Certificate of Existence. Those that are eligible include companies that have registered with the Secretary of State (SOS), such as:

• For-profit corporations
• Non-profit corporations
• Charity-based organizations
• Limited liability companies
• Professional corporations that require a license to perform their duties. Examples are physicians, lawyers, veterinarians, and dentists.
• Limited partnerships
• Limited liability partnerships

Businesses that don’t need to be registered and aren’t eligible to receive a COE are:

• Sole proprietorships
• General partnerships

How to get a Washington Certificate of Existence

The first and most crucial step toward getting a COE is to check that your business complies with the laws governing corporations and other registered entities. This is an objective decision based on data from the SOS’s Business Division. Taxes, annual reports, and licenses need to be in order and current. An outdated annual report or unpaid state taxes can derail progress toward obtaining a COE and should be corrected before requesting one.

Washington’s SOS has a business webpage to streamline your COE request. For a fee, you can request a Certificate of Existence online, by mail, or in person. You can expedite the process for an additional fee. To request online:

1. Navigate to the Secretary of State’s page and log in. If you don’t have an account yet, there are instructions on the login page for getting one.
2. Insert the name of your company on the next screen and select it when it comes up.
3. Check off or write in your request and pay the fee by credit card, debit card, or e-check. The certificate will be available in one to two days. If your COE is delayed due to missing or inaccurate information in your company’s data, you’ll be notified.

To request your Certificate of Existence by mail, you can also send a paper application to the Business Division of the Washington Secretary of State. Include your company’s name, address, and any other information that would specifically identify it. The division will run a search for your current data. Your certificate will typically be sent to your email address or be delivered via the USPS.

You may also make your request in person at the Dolliver Building at 801 Capitol Way South, Olympia WA 98501. If the office receives the request before 3:30 p.m., it’s typically processed the same day.

Validity

Before taking any steps, research whether the Washington Certificate of Existence will meet your needs. Check the lists above to ensure yours is one of the acceptable businesses. Then review the list of uses; if you have a need not listed there, check with the Business Division at (360) 725-0377 to confirm the COE will apply.

Another factor for invalidity is whether the other parties in your selected transaction will accept the COE or will need other pieces of information as well. Validity depends on the state or entity requesting the COE. In most cases, the Certificate of Existence will need to be less than 60 days old, although some agencies have stricter requirements. Some may accept one that’s up to 90 days old.