No foreign corporation shall have the right to conduct affairs in this state until it shall have procured a certificate of authority so to do from the secretary of state. No foreign corporation shall be entitled to procure a certificate of authority under this chapter to conduct in this state any affairs which a corporation organized under this chapter is not permitted to conduct. A foreign corporation shall not be denied a certificate of authority by reason of the fact that the laws of the state or country under which such corporation is organized governing its organization and internal affairs differ from the laws of this state, and nothing in this chapter contained shall be construed to authorize this state to regulate the organization or the internal affairs of such corporation.
Without excluding other activities which may not constitute conducting affairs in this state, a foreign corporation shall not be considered to be conducting affairs in this state, for the purposes of this chapter, by reason of carrying on in this state any one or more of the following activities:
(1) Maintaining or defending any action or suit or any administrative or arbitration proceeding, or effecting the settlement thereof or the settlement of claims or disputes.
(2) Holding meetings of its directors or members or carrying on other activities concerning its internal affairs.
(3) Maintaining bank accounts.
(4) Creating evidences of debt, mortgages or liens on real or personal property.
(5) Securing or collecting debts due to it or enforcing any rights in property securing the same.
(6) Effecting sales through independent contractors.
(7) Soliciting or procuring orders, whether by mail or through employees or agents or otherwise, where such orders require acceptance without this state before becoming binding contracts.
(8) Creating as borrower or lender, or acquiring, indebtedness or mortgages or other security interests in real or personal property.
(9) Securing or collecting debts or enforcing any rights in property securing the same.
(10) Transacting any business in interstate commerce.
(11) Conducting an isolated transaction completed within a period of thirty days and not in the course of a number of repeated transactions of like nature.
(12) Operating an approved branch campus of a foreign degree-granting institution in compliance with chapter 28B.90
RCW and in accordance with RCW 24.03.307
[1993 c 181 § 12; 1986 c 240 § 43; 1967 c 235 § 62.]
Registration of foreign corporation—Authority to conduct affairs. (Effective January 1, 2016.)
(1) A foreign corporation shall not conduct affairs in this state until it registers with the secretary of state in accordance with Article 5 of chapter 23.95
(2) A nonexhaustive list of activities that do not constitute conducting affairs in this state is provided in RCW 23.95.520
[2015 c 176 § 3120; 1993 c 181 § 12; 1986 c 240 § 43; 1967 c 235 § 62.]
Effective date—Contingent effective date—2015 c 176:
See note following RCW 23.95.100