Wash. Rev. Code » Title 23 · Chapter 23.95
Revised Code of Washington

Wash. Rev. Code § 23.95.505 (2026)

Registration to do business in this state

✓ current as of May 2026
Find cases: SyfertCases citing this section WA-LEGapp.leg.wa.gov JustiaTitle on Justia CornellLII Search CasesGoogle Scholar
(1) A foreign entity may not do business in this state until it registers with the secretary of state under this chapter.
(2) A foreign entity doing business in this state may not maintain an action or proceeding in this state unless it is registered to do business in this state and has paid to this state all fees and penalties for the years, or parts thereof, during which it did business in this state without having registered.
(3) The successor to a foreign entity that transacted business in this state without a certificate of registration and the assignee of a cause of action arising out of that business may not maintain a proceeding based on that cause of action in any court in this state until the foreign entity, or its successor, obtains a certificate of registration.
(4) A court may stay a proceeding commenced by a foreign entity, its successor, or assignee until it determines whether the foreign entity, or its successor, requires a certificate of registration. If it so determines, the court may further stay the proceeding until the foreign entity, or its successor, obtains the certificate of registration.
(5) A foreign entity that transacts business in this state without a certificate of registration is liable to this state, for the years or parts thereof during which it transacted business in this state without a certificate of registration, in an amount equal to all fees which would have been imposed by this chapter upon the entity had it applied for and received a certificate of registration to transact business in this state and thereafter filed all reports required by this chapter, plus all penalties imposed by this chapter for failure to pay such fees.
(6) The failure of a foreign entity to register to do business in this state does not: (a) Impair the validity of a contract or act of the foreign entity; (b) impair the right of any other party to the contract to maintain any action, suit, or proceeding on the contract; or (c) preclude the foreign entity from defending an action or proceeding in this state.
(7) A limitation on the liability of an interest holder or governor of a foreign entity is not waived solely because the foreign entity does business in this state without registering.
(8) RCW 23.95.500 (1) and (2) applies even if a foreign entity fails to register under this Article 5.
[ 2015 c 176 s 1502.]

Notes:

Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
Notes of Decisions
Cited in 3 cases (1 in the last 5 years), 2017–2021 · leading case: Jodi Lynn Scanlon v. Gcat 2014-4 Mortg. Elec. Sys. (Wash. Ct. App. 2018).
Sort: Relevance Newest Treatment
Jodi Lynn Scanlon v. Gcat 2014-4 Mortg. Elec. Sys. (Wash. Ct. App. 2018). · cites it 5× “Scanlon maintains that as a result of its failure to register, GCAT "is barred from defending the suit and must pay back taxes for the time in which this LLC did business within a state without being foreign qualified here.”
Deutsche Bank Nat'l Trust Co. v. Michael Shields (Wash. Ct. App. 2017). “75044-5-1-6 Shields also claims that Deutsche Bank is not the real party of interest under CR 17(a) and cannot maintain this legal action as a foreign entity according to RCW 23.95.505(2). But CR 17(a) explicitly allows a trustee to maintain a legal action.”
Phil Larson, V. Jarritos Inc. (Wash. Ct. App. 2021). “6 And the conclusion that it does would appear to be inconsistent with RCW 23.95.505(6)(c), which provides: “The failure of a foreign entity to 5 We note that in support of part of their argument addressing the statute of limitations, the Respondents cite the unpublished case…”
— Wash. Rev. Code § 23.95.505(1) — 1 case
Jodi Lynn Scanlon v. Gcat 2014-4 Mortg. Elec. Sys. (Wash. Ct. App. 2018). “Scanlon maintains that as a result of its failure to register, GCAT "is barred from defending the suit and must pay back taxes for the time in which this LLC did business within a state without being foreign qualified here.”
— Wash. Rev. Code § 23.95.505(2) — 1 case
Deutsche Bank Nat'l Trust Co. v. Michael Shields (Wash. Ct. App. 2017). “75044-5-1-6 Shields also claims that Deutsche Bank is not the real party of interest under CR 17(a) and cannot maintain this legal action as a foreign entity according to RCW 23.95.505(2). But CR 17(a) explicitly allows a trustee to maintain a legal action.”
— Wash. Rev. Code § 23.95.505(6)(c) — 2 cases
Jodi Lynn Scanlon v. Gcat 2014-4 Mortg. Elec. Sys. (Wash. Ct. App. 2018). “Scanlon maintains that as a result of its failure to register, GCAT "is barred from defending the suit and must pay back taxes for the time in which this LLC did business within a state without being foreign qualified here.”
Phil Larson, V. Jarritos Inc. (Wash. Ct. App. 2021). “6 And the conclusion that it does would appear to be inconsistent with RCW 23.95.505(6)(c), which provides: “The failure of a foreign entity to 5 We note that in support of part of their argument addressing the statute of limitations, the Respondents cite the unpublished case…”
Annotations are extracted automatically from the opinions in the Syfert caselaw corpus and ranked by authority, recency, and treatment. Dots show Syfertize treatment of the citing case itself.