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Form a Corporation in Washington.

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Choosing a Corporation Name

The name you decide on for your new corporation cannot be the same as or deceptively similar to the name of any other Washington business entity registered or reserved with the state. The name may not include language that states or implies that the corporation is organized for some purpose other than one permitted by state law or than stated in its articles of incorporation. The name must also include the words “incorporated,” “corporation,” “limited,” or “company,” or an abbreviation of one of those terms.

If your corporate name is not considered sufficiently distinguishable from one already on file with the state, it’s not enough to just change some punctuation, a definite or indefinite article (such as “a,” “an,” or “the”), or the status designator (“corporation,” “company,” “incorporated,” “limited,” etc.). You have to make a significant change.

Corporate names can be reserved with the state for a $30 fee for up to 180 days at a time.

Articles of Incorporation

The Washington Business Corporation Act (Title 23B of the Revised Code of Washington) requires that articles of incorporation must be filed with the Washington Secretary of State with the following requirements:

  • The incorporator signs and files the articles of incorporation with the Secretary of State.
  • There must be at least one incorporator, either a natural person of legal age or a corporation.
  • The incorporator is not required to be a director, shareholder, or officer, but they may be.
  • The articles must include the name and address of the initial registered agent, who must sign the articles, acknowledging acceptance of the appointment.
  • The articles must specify the number of shares the corporation is authorized to issue.

The filing fee is $175.

Some other items that aren’t required-but which may be included in the articles of incorporation-are:

  • The names and addresses of all directors.
  • Eligibility requirements to be a director.
  • The corporate purpose.
  • Circumstances where shareholders can be liable for corporate debts.
  • Par value for authorized shares or classes of stock.
  • Provisions for managing the business and regulating the affairs of the corporation.

Registered Agent and Office

Washington corporations must have a registered in-state agent-either a natural person who is a resident of Washington or a business entity (corporation or LLC) authorized to conduct business in the Evergreen State. The registered agent must have a business office that is the same as the registered office.

Bylaws

A corporation is required to keep its bylaws available at its primary executive office, but it is not required to file them with the state. The incorporators or board of directors should adopt the corporation’s bylaws at their first meeting, insuring that there is no conflict with the corporation’s articles of incorporation. They should also keep them updated as time goes on. Bylaws set forth the corporation’s basic operating principles from both the managerial and legal perspectives, and should include (as a minimum):

  • What authority directors have, how many there are, and how long they serve
  • Duties and responsibilities of officers and how long they serve
  • How consensus on major decisions is reached, both with and without meetings
  • How, when, and where shareholders’ and directors’ meetings are held
  • How the corporation’s stock is issued
  • Requirements for publishing annual financial information to shareholders

Directors

The board of directors has the responsibility of making the corporation’s major decisions. Officers of the company must be either listed in the bylaws or elected by the board. At least one officer must authenticate the corporation’s records, as well as prepare the minutes of directors’ and shareholders meetings. Any officer may hold more than one office in the corporation, unless otherwise prohibited by law or the corporation’s articles of incorporation or bylaws.

Requiment Reports

Washington corporations must file a report with the Washington Secretary of State each year that includes the corporation’s name, principal office, the names and addresses of directors and officers, and a description of the business. The corporation must also, upon request, send its most recent annual report to a shareholder.

Taxes

Washington State does not have an income tax for individuals or corporations as such. Instead, Washington corporations are subject to Business and Occupation (B&O) tax that depends on the gross revenue received from business activities in Washington. The actual tax rates depend on the type of business activity and its levels.

Learn more about incorporating in Washington

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silver

$0

+ $200 (state fee)

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The Basics To Get You Started Preliminary company name clearance and filing of Articles of Organization.

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Gold

$149

+ $200 (state fee)

everything from silver+

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EIN / Tax ID Number Providing an EIN is required to open a
business bank account and is required to
file business tax returns.

Personalized Operating Agreement Includes most common provisions to protect members from liability

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Platinum

$299

+ $200 (state fee)

everything from
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Expedited Filing Expedited processing speeds the turn- around time for your order.

Customized LLC Kit Personalized slip binder and embossed seal with your company name and date of formation.

FedEx Delivery Faster mailing option that includes a track number.

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Commonly Asked Questions For Starting a Washington Corporation

How is a Corporation Taxed?
Unlike many other business entities in which the profits pass through to the owners' personal tax return (e.g. LLCs, S Corporations, etc.), the C Corporation is a completely separate taxable entity. The C Corporation pays federal taxes on the net profits (after all expenses, including salaries and bonuses) of the business by filing the 1120 form with the IRS. The after tax profits can be paid out to the owners (shareholders) in the form of dividends, or retained for reinvestment of the business. The first $50,000 of net income is only federally taxed at 15% rate, and the next $25,000 is taxed at a 25% rate. Different states have different rules on how they tax corporations.
What is the Management Structure of an Corporation?
An LLC is typically managed by its members/owners (referred to as member-managed). In that respect an LLC is unlike a corporation, which has a much more rigid and defined management structure, including directors and officers. All owners of the LLC are typically referred to as members, and they can have control and voting interest proportional to their ownership interest, or in proportions different from their ownership interest; however the members agree.
Are Non-U.S. Residents Allowed to Own a Corporation or LLC?
There are no citizenship or residence requirements for ownership of a C Corporation or an LLC. The S Corporation however does not allow nonresident aliens to be shareholders (owner), but any US citizen or resident alien may be a shareholder (owner). You would, of course, require an in state street address for the state to forward official legal and tax correspondence including service of process, known as the registered agent address, but neither residency nor citizenship is required for ownership of a C Corporation or an LLC.
Can I form an Corporation with just one member?
There was a time when almost every state required the LLC to have two or more members, but that is no longer the case. This important change came in response to revised IRS regulations that clearly permitted single-member LLCs. As a result, in most states, if you plan to be the sole owner of a business and you wish to limit your personal liability, you can choose between forming a corporation or an LLC.
What is an Operating Agreement?
The operating agreement is akin to a partnership agreement for a General Partnership or Limited Liability Partnership (LLP). It is an internal contract amongst the members/owners of the LLC, and it lays out such things as ownership interest, member responsibilities, accounting method, adding or removing members, terms for concluding the LLC, etc. It is generally not required by a given state for forming an LLC (with the exception of New York), although it is certainly recommended. When dealing with private companies for financing issues (loans, mortgages, etc.) it may be required by that company. A customizable operating agreement is included with the LLC/Corp Kit.
Can another business entity be a member of an Corporation?

In the majority of states, The members of an LLC can be individuals, corporations, or other LLCs. These members of the LLC can be out of state residents or even foreign nationals. Furthermore there is no limit to the amount of members that an LLC can have.

The flexibility of an LLC in contrast to an S Corporation is stark considering the S corporations are limited to 75 shareholders who must either be United States citizens or Lawful Permanent Residents.

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