Roadmap to Starting a Business. Business Licensing Service

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Gwendolyn Watkins
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1 Roadmap to Starting a Business Business Licensing Service

2 Secretary of State Registers legal entities such as LLCs, Corporations, and all forms of Limited Partnerships doing business in Washington Provides essential business & charitable information to promote public trust Business Licensing Service Provides business licensing information Main processing center for the Business License Application (BLA)

3 Get Prepared! Be successful by following these steps before you license and register your business Have you written a business plan? Have you decided what type of business structure you will have? Have you decided on a name for your business? Do you know state and local licensing and registration requirements? Have you checked for any federal requirements that may apply to your business?

4 Types of Business Structures Sole Proprietor General Partnership Unincorporated Associations Limited Partnership(LP) * Limited Liability Partnership(LLP) * Limited Liability Limited Partnership(LLLP) * Corporation (profit & non profit) * Limited Liability Company (LLC) * * Requires Secretary of State Filing

5 Business structures not registered through Secretary of State Sole Proprietors One individual or married couple General Partnerships 2 or more persons (usually not a married couple) Unincorporated Associations A group of people who share a common interest Unified Business Id (UBI) will be issued when the business license application is processed.

6 Business Names

7 Legal Entity Names What is a Legal Entity Name? The legal name for a business structure such as corporation, LLC, LP, LLP and LLLP. In Washington State a legal entity must have a name distinguishable (different) from any other name on record with the Secretary of State. The legal entity name is what s recognized by courts, banks, while establishing contracts, and by many others

8 What is a Trade Name? Any business name that: Trade Names Does not contain the full legal name of the owner. Includes words which suggest additional parties of interest such as company, and sons, and associates. Differs from the name registered with the Office of Secretary of State in Washington.

9 Why Register a Trade Name Provides the public with business ownership information Your company cannot pursue legal action under that name unless that Trade Name is registered Registering a Trade Name does not give you exclusive use of that Trade Name. Any number of businesses may use the exact Trade Name. If a conflict arises between businesses using the same Trade Name it may need to be resolved through civil action such as court orders.

10 Washington Trademarks Words or logo that a business uses to identify their business. Must renew every 5 years. Must provide documentation showing that the trademark is being used in commerce. Filing with the Secretary of State is for Washington State only - does not cover federal trademarks.

11 Search Legal Entity Names Charities Trademarks Business Names

12 Business Name Search Resources Secretary of State - Corporations and Charities Division (legal entities, charities, and state trademarks) sos.wa.gov/corps (from there can enter CCFS) MyDOR - Business License and Tax - Business Lookup (state and city business licenses/trade names) Licenselookup.wa.gov US Patent and Trademark Office (Federal Trademarks) uspto.gov/trademarks/basics/index.jsp

13 Secretary of State web site sos.wa.gov/corps

14 Secretary of State Ccfs.sos.wa.gov

15 Secretary of State Ccfs.sos.wa.gov

16 Secretary of State Ccfs.sos.wa.gov

17 My-DOR - Business License and Tax Business Lookup licenselookup.wa.gov

18 Business Licensing Wizard Resource Tool for Customers

19 Business Licensing Service web site bls.dor.wa.gov

20 Business Licensing Guide bls.dor.wa.gov/licensing.aspx

21 Registering in Washington

22 Secretary of State Things to know when filing

23 Business Structures registered with Secretary of State (Seek legal advice) Profit Corporation Nonprofit Corporation Limited Liability Company (LLC) Limited Partnership Limited Liability Partnership(LLP) Limited Liability Limited Partnership(LLLP) Documents filed: Formation documents, amendments, mergers, annual reports, and conversation documents

24 Secretary of State web site sos.wa.gov/corps

25 Filing Annual Reports with the Secretary of State

26 Things to consider Have you written bylaws for a corporation or an operating agreement for an LLC Legal Entity Name (must be distinguishable from other names on record) Registered Agent (physical address in Washington required) Principal Office must have a physical address

27 Things to consider (cont.) Governors (aka Governing Persons) have 120 days to submit an initial report to the Secretary of State if not supplied at time of formation All business structures filed with Secretary of State must file an ANNUAL REPORT and maintain current information Corporations and LLCs have options that may be designated for federal taxes (s-corp)(c-corp) All information filed with the Secretary of State is public record and accessible on the website

28 Registering with Secretary of State How long does it take to process? Most online filings are instant (real-time), some are same day up to 2 business days Up to 10 business days if submitted by paper Secretary of State will issue a Unified Business Identifier (UBI) number to newly filed entities, use only that UBI number when dealing with other state agencies Secretary of State is the starting point for all legal entities

29 REMINDERS Registered Agent Requirements Don t Forget Initial and Annual Reports! Review Before Submitting, No Refunds IRS Designations - S Corp/C Corp

30 Registration Documents

31 Business Licensing Service Helpful Hints for licenses

32 Business License Application A Unified Business Identifier (UBI) will be issued for ownership structures that are not required to be registered with the Secretary of State. The Business License Application also will register your business with: Department of Revenue for Sales tax or B&O tax. Department of Labor & Industries for Industrial Insurance. Employment Security Department for Unemployment Insurance. Business Licensing Service for Trade Name registration and any renewable license that is indicated on the BLS License Fee Sheet. Including 68 city licensing partners

33 BUSINESS LICENSE APPLICATION There are 3 ways to complete the application: The On-Line Application Log on to MY DOR at (processed within 5 business days) PC fillable document (print and mail) (processed within 3-4 weeks) File in person at business licensing offices

34 MY DOR secure.dor.wa.gov

35 City Licensing Partners

36 Licensing Document Business License All business

37 Forms to Remember Secretary of State paperwork (Profit and Nonprofit Corporations, LLC s, LP s) Business License Application (All ownership types) SS-4 form (Sole Proprietors with employees, Partnerships, Profit and Nonprofit Corporations, LLC s, LP s) All other agencies as needed

38 Contact Us Washington Secretary of State Corporations Division PO Box Olympia, WA Visit: 801 Capitol Way S Olympia, WA Phone Number: corps@sos.wa.gov Web-site: sos.wa.gov/corps Dept. of Revenue Business Licensing Service PO Box 9034 Olympia, WA Visit: 6500 Linderson Way SW Tumwater, WA Phone Number: bls@dor.wa.gov Web-site: business.wa.gov/bls

39 QUESTIONS?

Hot Topics with the Secretary of State in 2010

Hot Topics with the Secretary of State in 2010 Presented to: Capitol Area Paralegal Association April 28, 2010 Austin, Texas Presented by: Briana Godbey & Leigh Joseph Office of the Secretary of State