How to register a Canadian business in Washington State
Canadian Business Registration process for Washington
It’s easier than you might think to register a Canadian company with the Washington Secretary of State (SOS). It works exactly the same way as registering any other out-of-state US company with WA. So as a Canadian, you have to do no more work than an Idaho, Oregon, or any other US state-based company has to do to register in Washington State.
3 steps to register your Canadian company in Washington State
Here’s a quick run-down of the steps you’ll need to follow to register your Canadian business in Washington:
- Request a Certificate of Compliance from the jurisdiction you incorporated in—either from Corporations Canada your home province’s registry
- Submit a Certificate of Authority, with your Certificate of Compliance, to the Washington Secretary of State.
- Obtain a Federal Tax ID Number, or EIN, if needed.
See below for detailed information about how to complete these steps.
Washington Foreign Registration Requirements
To register a Canada company in Washington, two documents are required:
1. Certificate of Authority (for corporations) or Certificate of Registration (for LLCs). File a Foreign Profit Corporation Certificate of Authority, or a Foreign Limited Liability Company Registration with the WA SOS. Washington allows you to file documents online, by fax or by mail. You need to have the signed consent of your Washington registered agent. We provide your registered agent consent in your online account instantly when you sign up for our Washington registered agent service. The Washington SOS does not require original signatures on your filings.
2. Certificate of Existence. Washington also requires that you include a “certificate of existence” from the country or state where your business was formed, but they do not require a certified copy of your filed articles. If you incorporated in Canada at the federal level, you will request a Certificate of Compliance from Corporations Canada. If, on the other hand, you incorporated in a Canadian province, you’ll need that province’s equivalent document. This guide includes the process for companies that incorporated federally, and those in BC and in Alberta.
Washington Certificate of Existence Requirements
According to 23B.15.030(2), Washington State requires a Certificate of Existence from whatever state or country you first incorporated your business in. You need to get something that says the date you were incorporated on, and that your Canadian company is in good standing. At this point, some clarification of terms may be helpful.
What Washington State calls a “Certificate of Existence,” Canada calls a “Certificate of Compliance,” and some individual provinces call a “Certificate of Good Standing.” Confusingly, a “Certificate of Existence” in Canada is different–it only proves your business exists, not that you’re in compliance or in good standing.
Important to note: The certificate must be no older than 60 days. It’s best to send the certificate to the WA State SOS as soon as you receive it from Corporations Canada or your home province.
The process for getting the right certificate will depend on where you first incorporated your business.
Federally Incorporated: Get a Certificate of Compliance from Corporations Canada
When you want to register a federal Canadian company in the US, you just need the certificate of compliance from the federal agency, Corporations Canada. If your Canadian company is not registered at the federal level, you will need to get a certificate of good standing, or equivalent document, from the Canadian province where you formed your business entity.
How to get a Certificate of Compliance
There are a few ways to request a Certificate of Compliance from Corporations Canada. The fastest way is to go to the Corporations Canada website and request it online.
If you submit a written request, you must include the type of certificate you want, the corporation’s name, the corporation’s number, the name and phone number of the applicant, where the documents should be sent, and the fee. Make checks payable to the Receiver General for Canada.
- Online. If you request a Certificate of Compliance through Corporations Canada’s Online Filing Centre, they process your request in 24 hours and email a PDF to you.
- By mail. It will take 1 business day to process your request and then the certificate will be mailed to you. If you file by mail you may include credit card info or a check.
- By email. It will take 1 business day to process the written request and they will email the documents to you. Include your credit card info in the email.
- By fax. It will take 1 business days to process the request and they will fax the documents to you. Include your credit card info.
With each of these methods, you’ll automatically receive your certificate by the way you request it, unless you specifically request them to send it another way. It’s no longer an option to obtain your certificate in person.
How much does the Corporations Canada Certificate of Compliance cost?
There is a $10 fee to request the certificate.
Corporations Canada contact information:
C.D. Howe Building
235 Queen Street
Ottawa, Ontario K1A 0H5
In Canada: 866-333-5556
Outside Canada: 613-941-9042
Incorporated in Alberta: Get a Certificate of Good Standing through the Alberta Corporate Registry
How do you request an Alberta Certificate of Good Standing?
The Alberta Corporate Registry is different than the other Canadian registrars. You have to hire a certified registry agent (or another “authorized service provider”) to do searches or order documents for you. Registry agents pay for access to the corporate registry database so you have to go through them to request documents from the Alberta Registry. The Alberta Corporate Registry has a list of registry agents on their website.
How much is the Alberta Certificate of Good Standing?
Alberta restricts access to the Corporate Registry database to certified registry agents. This means you will have to pay a service fee to the registry agent and they will get your documents from the Alberta Corporate Registry. Alberta has the worst system out of the provinces.
Alberta Corporate Registry contact info:
Incorporated in British Columbia: Get a Certificate of Good Standing from BC Registry Services
How do you request a BC Certificate of Good Standing?
You can request a Certificate of Good Standing from the BC corporate search and Copywork Section. Call the BC Copywork Section at (250) 387-5101. They recommend you order with a credit card from their preferred service provider, Dye and Durham, at 1-800-665-6211.
Or, you can complete the Certificate of Good Standing Order Form and mail it to the BC Registry Services with check or money order payable to the Minister of Finance.
(Checks payable to:) Minister of Finance
BC Registry Services
P.O. Box 9431, Stn PROV GOVT
Victoria BC V8W 9V3
How much do BC certificates of good standing cost?
Certificate of Good Standing: $25
search fee: $10
BC Registry contact info:
General Information: 250-387-7848
Frequently Asked Questions about Registering a Canada Business in Washington
What are the fees to register a Canada corporation in WA?
Corporations and LLCs costs the same: $180.
Expedited processing of paper forms is available for an additional $50 fee.
Online filings are also expedited, but you only pay an additional $20 fee if you file online.
Each year you’ll owe $71 to the state for an annual report fee, which is nothing more than you basically paying them 71 bucks, and $65 to us to provide your Washington registered agent services.
What are Washington SOS certificate of authority processing times?
Normal processing takes about four weeks. If it is a really busy time of year, it could take two months.
If you pay for expedited processing, your filing will be completed in 2-5 business days.
How do I contact the Washington Secretary of State?
Secretary of State
801 Capitol Way S
PO Box 40234
Phone: (360) 725-0377
Do I need a Federal Employer ID Number (FEIN)?
If your Canadian business is going to have employees, open a bank account, or charge sales tax in Washington, you will need to get an FEIN (also known as an EIN) from the Internal Revenue Service. This number is sometimes called an EIN or tax id number. Apply for your FEIN after you register your Canadian business with the Washington Secretary of State. You can get a FEIN from the IRS a few ways. You can do it on the IRS website, by fax, by calling the IRS, by mail, or you can have your Washington registered agent get your FEIN for you.
You can get a FEIN even if you do not have a social security number. Our normal service fee is $50 to get the FEIN. If you don’t have a social security number, the fee is $200.
You will get a Washington UBI number which is a state level identification number when you register with the WA SOS.
Do I need a registered agent for my Canadian business?
Business entities need to have a Washington registered agent with a physical address in the state of Washington who can accept documents such as service of process or official notices for your business. You will need to list your Washington registered agent when you register your Canadian business with the Washington SOS.
When you sign up for our comprehensive Washington registered agent service, you can access our signed consent form right away to finish your filing with the Secretary of State in your online account. We also provide filing instructions and annual report reminders to make managing your business in Washington easy.
Is there a simpler way to work in Washington State as a Canadian?
Many Canadians simply form a Washington LLC or form a domestic Washington State Corporation. The filing fees are the same, and it creates a little bit of separation and keeps your Canadian company from crossing borders. You should consult with your tax professional either way. Crossing country lines can create added professional service fees from your tax professional, and they might not even know how to deal with it.