Understanding Governors in Washington State Entities
Filing an annual report with the Washington Secretary of State (“SOS”) is a crucial requirement for business entities like LLCs and corporations. This report provides essential information about the entity, its owners, and its registered agent. One specific detail it requires is a listing of the “governors.” RCW 23.95.255(1)(e). Here is what that portion of the SOS site looks like:
Who Are Governors?
For the governors, the SOS instructions state that the applicant, “List the current individuals/businesses responsible for governing the business. Attach additional pages if necessary. A business cannot serve as its own governor. A governor is commonly a business/individual who has the authority to make decisions on behalf of the business.” Instructions: Annual Report Profit Business Entities, Washington Secretary of State, Revised 4.2024.
Similarly, the statutory definition of a governor is broad and encompasses various roles within an LLC or corporation, including:
- Directors of a corporation.
- Managers of a manager-managed LLC.
- Members of a member-managed LLC.
- Other individuals who exercise the powers, and manage the activities and affairs, of the entity.
RCW 23.95.100(12)
Notably, this definition extends beyond formal titles. It encompasses individuals who may manage an entity without holding a specific position. The definition likely includes a Management Committee of an LLC, or President of an LLC or Corporation, as well as someone perhaps has no title but manages the affairs of the LLC or corporation.
The Role of Governors in Business Licensing
Governors are also relevant when applying for a business license through the Washington Department of Revenue (“DOR”). The SOS and DOR systems are interconnected. As you initiate the business license application, the DOR automatically retrieves information from the SOS database. This includes the names of the governors, which are then listed in the Owners and Officers section of the application. However, there’s a caveat: Sometimes, auto-populated names cannot be deleted directly. The DOR website explicitly states that owners and officers filed with the Washington Secretary of State cannot be changed directly within the application. If you need to remove a governor from your business license application, you may have to file an Amended Annual Report with the SOS. This process ensures accurate and up-to-date information.
For any questions regarding Identifying Governors for Annual Report Filing, email me at info@beresfordlaw.com or give me a call at (425) 776-4100.