If you are interested in incorporating your business in the state of Washington, it's a quite straightforward and simple process. Below, we will outline exactly what you need to do. Remember that SunDoc specializes in Washington incorporations. 

What follows should not be construed as any sort of accounting, tax, or legal advice. While it is not absolutely necessary to have a lawyer when filing your incorporation paperwork, it can sometimes be helpful. Always consult with a professional if you have questions or concerns.

Overview

There is a filing fee to incorporate your business in the state of Washington. The most important step in this process is filing your Articles of Incorporation, and you will file this document with the Secretary of State.

Additional information you will need in order to file your Articles include an available company name, the type of corporation you'll be, your businesses address, and the name of your registered agent. It's also important to know how many shares you will be authorizing your corporation to issue and (depending on what type of corporation you choose), the number of shareholders.

In addition to the filing itself, your company needs to have your Federal Tax ID Number or Employer Identification Number. Also, you will need to know who any directors you have are and who your corporate officers will be. At your first Board of Directors meeting, you will do several important things, such as adopt your corporate bylaws and appoint officers. Bylaws are for your own records. They don't need to be filed with the Washington state. You do not need to list to your officers in the Articles of Incorporation either. 

It is extremely important that you file Annual Report as well. This is a simple document that will list the directors and officers of your new corporation. If you have questions about taxation in the state of Washington, ask a tax attorney or a professional accountant.

Incorporating

The General Stock Corporation is the most common type of corporation. It has an unlimited potential number of shareholders. You can select to be another type of corporation a Close Corporation as well. A Close Corporation sets a limit on the number of shareholders, which cannot exceed 35. Lastly, a Professional Corporation is mandated by Washington for certain professionals.

The Washington Corporations Code puts minimum requirements on all forms needed for incorporation. Downloadable forms from the state meet these requirements, but it's also possible to have an attorney draw up required documents from scratch if the downloadable forms don't meet your unique needs.

To illustrate: the default articles of incorporation limit the corporation to one class of shares. This can be changed in a custom document. Similarly, initial directors can be named in the articles if desired, provided that all directors are included and sign the document.

Three officers must be appointed in your corporation: President, Treasurer and Secretary. A single person can fill all these roles if like. Most often, a Washington corporation needs to have a minimum of three directors as well. There are exceptions, however — for example, where the shareholders are fewer than three or where shares have not been issued. Generally, the bylaws will describe the number and limit of directors, unless the articles stipulate this.

If you would like to change your corporation's bylaws, you will need to hold a formal meeting involving your directors and shareholders and cast a vote on the proposed change. Changing your Articles of Incorporation is slightly more complicated because you will actually need to file an amendment with Washington state.

When you have formal meetings of your corporation, you must keep minutes at all times. How you organize your meetings — including times and methods and other things like the powers of your directors — will be organized within your bylaws and must be in accordance with relevant Washington law. 

You should keep your company documents, stock papers, bylaws and meeting minutes in your Corporate Records Book. Corporate Kits are extremely useful compilations of standard documents to run your corporation. They will be customized to your state and include such things as stock certificates, a corporate seal embosser, meeting minutes, and more. SunDoc can supply you one if you wish, see our Washington Corporate Kit page.

Registered Agent

You'll need to have a registered agent like all other corporations in the state of Washington. A registered agent needs to be available at a specific address during weekly business hours so that the state can contact them for legal or other business-related reasons. Still, it is possible for your registered agent to be a company; it doesn't have to be one individual. Many companies find it easier to outsource their registered agent, and SunDoc Filings provides this service. Check out our article What is a Registered Agent? Why Do I Need One? to find out more.

Name Search

The name you submit to the state in your articles of incorporation must be clearly available for you to use in the State of Washington according to the records of the Secretary of State. If not, your filing will be rejected. The name cannot be such as to mislead the public in some way, or resemble another so closely as to lead to deception. There are other statutory requirements also.

Both to comply with the law, and of course for your own best branding, you should spend some effort developing your company name. You can run name searches or SunDoc can run the name searches and reserve your ultimate name choice.

EIN

You can apply for your EIN by submitting Form SS4 to the IRS, at no charge. SunDoc can apply for this on your behalf also. See our EIN page.

Next Steps

Forming a C Corporation or an S Corporation? We recommend reading our SunDoc article on C Corporation vs. S Corporation. This article provides general information on the differences between the two corporate tax structures.

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