AI generated of Washington state questions

Ask an Associate: What is a Governor for the Washington Secretary of State?

It can be a bit confusing when you file with the Washington Secretary of State for your formation documents, initial report, or annual report and it requests a list of “Governors” for your entity. Governors are not a legal term for entities, but is a legal status under RCW 23.95.105(12) and is part of the disclosures requested by the Washington Secretary of State. RCW 23.95.105(12) defines Governors as:

(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;

(h) A director of a limited cooperative association; or

(i) Any other person under whose authority the powers of an entity are exercised and under whose direction the activities and affairs of the entity are managed pursuant to the organic law and organic rules of the entity.

Directors generally means any member of the board of directors for corporations, nonprofits, and associations. A member is a legal owner of an LLC, while managers are the individuals with the day-to-day management authority. 

The tricky definition is (i) because it is a catch-all for anyone who has the authority and power to bind the entity and who directs the entity’s activities. The type of governor who tends to fall in this category is businesses/individuals that the entity the world to know the governor has the power to represent the entity. So, if a person has the authority to make decisions for and bind the entity, they are likely a governor. 

The Secretary of State does address Governors in it’s FAQ: Governors/Officers/Directors/Members/Managers. But if you would like more assistance in determining who your entity’s governors may be, contact The Apex Law Group.

This blog is for general information purposes only and shouldn’t be relied upon as specific legal advice. This blog, or contacting The Apex Law Group, doesn’t in any way form an attorney-client relationship. If you have any questions or would like to learn more, please contact us or visit our blog. You might also like to read Washington Secretary of State & Private Mailboxes.

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