Annual Reports, Registered Agents And “Governors”

Posted: Mar 27, 2019

By: Washington State Business and Real Estate Lawyer David C. Tingstad

What is an annual report?

An annual report is the yearly document your LLC submits to the Washington Secretary of State.  The annual report notifies the Secretary of State about relevant information pertaining to your LLC like the name, principal office location, registered agent, and nature of the LLC’s business.  The Secretary of State requires each LLC to file an annual report every year. Any LLC that does not file an annual report will be administratively dissolved by the Secretary of State.

To file your annual report in the State of Washington you must adequately and accurately complete the report, file the report, and pay a fee.


In each annual report, each entity must identify its “governors”. Members and managers of LLCs frequently ask about this aspect of the annual report as it can bring confusion. What is a governor and who qualifies as a governor?

The Revised Code of Washington (RCW) answers these questions in 23.95.103 (12):

12)       “Governor” means A) a director of a business corporation, B) a director of a nonprofit corporation, C) a partner of a limited liability partnership, D) a general partner of a limited partnership, E) a manager of a manager-managed limited liability company, F) a member of a member-managed limited liability company, G) a director of a general cooperative association, or H) any other person under whose authority the powers of an entity are exercised and under who direction the activities and affairs of the entity are managed pursuant to the organic law and organic rules of the entity.

Registered Agent

Another confusing aspect of the annual report is the “Registered Agent”.  The entity charges the registered agent with certain responsibilities important to the operation of the entity: the registered agent receives all summons and complaint on behalf of the entity, receives all the entity’s notices from the Secretary of State (including annual renewal notices), and may receive tax documents and other relevant government documents designated for the entity.

Completing the Annual Report Incorrectly

Failing to complete or incorrectly completing your annual report can carry consequences, including the administrative dissolution of your entity. At Beresford Booth, we act as the registered agent for many of the entities we help form. Our service provides peace of mind to business owners that someone will always be available to receive and notify you of any important government documents or notices from the Secretary of State.  Acting as a registered agent is one of the many services we provide businesses and we would be pleased to offer it to you today.

Beresford Booth PLLC (425.776.4100),

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