PS 101 – Chapter 5 – Article 10 – On a Foreign Corporation and Certain Entities – Training 4 Private Investigators and Process Servers

RCW 4.28.080(10)
If against a foreign corporation or nonresident joint stock company, partnership or association doing business within this state, to any agent, cashier or secretary thereof.

There are several words in this section which require either definition or explanation.

Foreign Corporation

This is a corporation which was incorporated under the laws of another state or of another country. Elsewhere statutes draw a distinction between another country (referred to as “alien”) and another state (referred to as “foreign”). However, in this instance, that distinction is not apparent and it seems reasonable to treat them both in the same manner. Best practice would indicate a request should be made of the client for direction on how to proceed.

Nonresident Joint Stock Company

This phrase is not found elsewhere in the RCW’s. The shorter phrase “joint stock company” is used repeatedly throughout the RCW’s to assist in defining other words and phrases but even it is not, in and of itself, well defined. Therefore it is necessary to use other sources to obtain an idea as to what the legislature meant when they used it.

Numerous definitions, with slight variations, are found in various resources but perhaps the best for our purposes is: “A joint stock company is a type of business partnership in which the capital is formed by the individual contributions of a group of shareholders. Certificates of ownership or stocks are issued by the company in return for each contribution, and the shareholders are free to transfer their ownership interest at any time by selling their stock holding to others.”

So, using the definition above for a “joint stock company,” a “nonresident joint stock company” would be from another state or country.

Partnership

RCW 25.05.005 provides that a partnership is an association of two or more persons to carry on as co-owners of a business for profit formed under RCW 25.05.055, predecessor law, or comparable law of another jurisdiction.

Association

The word is used loosely to describe a variety of business and non-business enterprises. Here is a common definition which appears applicable “A body of persons united without a charter, but upon the methods and forms used by incorporated bodies, for the prosecution of some common enterprise.”

Registered Agent

Most service presentations are made to the person holding the designation registered agent. Corporations are required by RCW 23B.05.010(b) to maintain a registered agent within the state. The purpose of the registered agent is twofold.

First to provide a living person to whom legal process may be presented in order to obtain service on the corporation and second to act as a point of contact for the state. A registered agent need not be a person, it can be another corporation, but it must be a location where a person is available to receive service.

Service is obtained on these entities by presentation of the documents to “any agent, cashier, or secretary thereof.” As mentioned elsewhere for other types of entities, the cashier would be the corporate treasurer and the secretary would be the corporate secretary, or their equivalents. “Any agent” is a loose and non-descriptive phrase. For practical purposes the documents will most likely be presented to the registered agent on file with the Secretary of State’s office.

Being deliberately repetitive, when there is any doubt about how to obtain service, best practices will send you back to your client for a specific written instruction on how to proceed.

Service Instructions Summary

Present documents to:

	Who	When & Where
1.	An agent	Anytime Anywhere
2.	A “cashier”*	Anytime Anywhere
3.	A corporate secretary	Anytime Anywhere

* “Cashier” does not mean the person who takes your money at the front of a store where you purchase goods or services. This is an archaic word for corporate treasurer or chief financial officer.

NOTE: Extreme caution should be used if someone, not fitting these descriptions, says they have been “authorized” to accept service.

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