Are you incorporating your client’s new business in Washington? Like many states, forming a corporation in the State of Washington requires drafting and filing Articles of Incorporation. However, unlike other states, Washington law provides a number of provisions that the Articles may include or provisions that serve as a “default” if you do not specify your preference in the Articles.
To learn more about what your client’s Washington Articles of Incorporation must include, read on…
- Business name. The limited liability corporation or the for-profit corporation business name. The business cannot share the same name as another business or the same name as a natural person. The name of the corporation must include the words “limited liability company,” the words “limited liability” and abbreviation “co.,” or the abbreviation “L.L.C.” or “LLC.” For a corporation, the name must contain the words “corporation,” “incorporated,” “company,” or “limited,” or the abbreviation “corp.,” “inc.,” “co.,” or “ltd.” The business name is limited to a maximum of 120 characters. If you wish to use a name longer than 120 characters, your application must be filed in paper form instead of electronically. You may check potential names for free through the Secretary of State’s website. The words “bank,” “banking,” “banker,” “trust,” “cooperative,” or any other combination reflecting certain financial services are prohibited. Attorneys Corporation Services, Inc. can run a quick and accurate business name availability check for you.
- Stock shares. The articles must include information about shares of the corporation. At a minimum, you must list the “par value” (stated value) for any authorized shares or classes of shares. WA law provides certain default rules for how shares should be issued.
- Registered agent’s information. The name, Washington street address, and contact information of the registered agent. The agent is the person who sends and receives corporate documents and correspondence on behalf of the corporation, and the registered office. We can set you up with a local Registered Agent who will be available 24/7.
- Incorporator’s information. One or more persons may act as the incorporator who files the Articles of Incorporation and any other official documents required by the state. You must include the name, address, and signature of each incorporator.
- Board of directors’ names and addresses. The corporation must have a board of directors, unless you limit the board’s authority (or eliminate it) in the Articles and shareholders perform the duties in lieu of the board of directors.
Washington law provides that unless the Articles of Incorporation provide otherwise, the corporation is governed by certain provisions (i.e. the board of directors may adopt bylaws to be effective only in an emergency, the corporation has the same powers as an individual, stock shares are of one class). Finally, the Articles of Incorporation may contain any provision that is required or permitted to be set forth in the bylaws.
For a quicker, easier incorporation process, allow us to draft and file your client’s articles for you. We can incorporate a business in any state, including Washington, and provide you and your client with a customized corporate kit when everything is complete. Reach out to our experienced business formation specialists to learn more.