Establish your corporation with LegalZoom today. We have helped thousands of businesses just like yours incorporate online in three easy steps. Choosing a corporation as your legal business entity will protect your personal and business assets while providing fringe benefits and possibly even shrinking your tax bill. We're always here to help you sort out different types of corporations so you can make your move right away. Make your business work for you!
When incorporating in Washington with LegalZoom, we not only file your articles of incorporation with the Washington Secretary of State, but we also prepare customized bylaws and director resolutions. We can also obtain your Federal Tax ID Number (EIN) and provide other customized services for your Washington corporation.
Washington Incorporation Information
Incorporating in Washington
Choosing a business name is one of the first steps in the process of forming your Washington Corporation. The name that you choose for your Washington corporation must be distinguishable from any other registered or authorized Washington business entity and any reserved names on record, subject to certain exceptions under state law.
LegalZoom allows you to choose up to 3 names, in order of preference. We will conduct a name check before filing to see which names are available.
In addition, the name must contain one of (or an abbreviation of) the following words:
Reserving a Corporate Name:
In the event that you have chosen an available name but have not yet fully committed to it, you may put it on reserve. This allows you the exclusive right to use the name for a limited time. A person may apply to reserve a name for the purpose of incorporation by paying a fee. If the Secretary of State finds that the Washington corporation corporate name applied for is available, he or she shall reserve the name for the applicant's use for a renewable 180 day period.
Articles of Incorporation:
When incorporating inWashington, articles of incorporation must be filed with the Washington Secretary of State. The Washington Business Corporation Act (Title 23B of the Revised Code of Washington) requires that certain information be included in your articles of incorporation. The following is a summary of those requirements:
- Minimum Number of Incorporators: One or more persons.
- Eligibility Requirements: A natural person or any business entity.
- Duties: Delivering articles to the secretary of state for filing.
- Listing Requirements: The name and address of each incorporator must be listed.
Washington allows corporations to be formed for any lawful business activity, subject to state regulations regarding certain industries. There is no need to state a corporate purpose on the articles of incorporation.
Other Required Listing Information:
- Minimum Number of Directors: One or more individuals.
- Eligibility Requirements –The articles of incorporation or bylaws may prescribe qualifications for directors.
- Listing Requirements: Names and addresses of directors are not required in the articles.
- The number of shares that the corporation is authorized to issue.
- Name and address of the initial registered agent. (The registered agent must sign the articles acknowledging acceptance of the appointment.)
In Washington, additional provisions can be added to the articles, such as:
- Names and addresses of initial directors
- A corporate purpose
- Regulations on the powers of the corporation, board of directors or shareholders
- Making shareholders liable for corporate debts under certain circumstances
- A par value for authorized shares or classes.
Generally, Washington incorporation bylaws are written to manage the corporation's business and to conduct the corporation's affairs so long as the bylaws do not conflict with the articles of incorporation. A corporation maintains its bylaws at its principal executive office and is not required to file them with the state. LegalZoom will provide customized bylaws for your corporation based on the operation requirements that you specify.
The incorporators may adopt initial bylaws if not already done so by the board of directors.
Officer Information: Officers may be listed in the bylaws or elected by the board in compliance with the bylaws. Additionally, at least one officer is responsible for preparing and maintaining minutes of director and shareholder meetings and for authenticating records. Any officer may hold more than one office in the corporation.
Every Washington corporation must have a registered agent located IN Washington-- the person or office designated to receive official state correspondence and notice if the corporation is served with a lawsuit.
Eligibility Requirements - The registered agent must have a business office identical to the registered office and must be either: (1) a natural person residing in the state, or (2) a corporation or limited liability company with authority to transact business in the state.
Principal Office Address:
Washington requires that every corporation maintain a principal office, which may be the same as any of its places of business.
LegalZoom can also complete the documents necessary to create your Professional Corporation. Under Washington law, a professional corporation is formed in order to render services within one specific profession, subject to certain state exceptions. Professional corporations generally may not provide any other non-ancillary services and must comply with particular conventions in its choice of corporate name.
Each corporation must file a report with the Washington Secretary of State. The report must be filed annually on or before the day that the corporation needs to pay its corporation license fee. This report must include:
- The corporation's name.
- Its principal office.
- The names and addresses of the corporation's directors and officers.
- A description of the business.
A corporation must send its most recent annual report and most recent published report, if so requested by a shareholder.
Income Tax Rate:
Washington state does not collect income tax for individual residents or corporations. For information on other Washington taxes, including sales tax, visit:http://dor.wa.gov/
An S-corporation is a corporation that elects to be treated as a pass-through entity (such as a sole proprietorship or partnership) for tax purposes. A subchapter-S election thus has federal, but no state, implications for Washington corporations.