Your Washington Corporation name can identify the type of products and services your business will provide; or it may be the name of the founder; or it can be a combination of the two or something else.

In any case, the Washington Corporation name that you choose must be distinguishable from the name of any other registered Washington Corporation or other business entity and the name must also be different from any reserved names on record with the state of Washington.  Your Washington Corporation name must not imply that it was formed for a purpose other than that stated in your Articles of Incorporation; and your Washington Corporation name must not be a name that is likely to mislead the public.

Washington state law restricts the use of certain words and phrases in Corporation names.  The name of a Washington Corporation also must include the word "Corporation" or "Incorporated" or an abbreviation of one of these words.  If you choose us to help you for a new Washington Corporation we will make sure that the name you have chose complies with all Washington requirements.

It's important to choose a good name for your Washington Corporation because if you want to change it after you incorporate you will have to file amended Articles of Incorporation with the Washington Secretary of State (and pay a fee).

Every Washington Corporation must have an address that is physically located in the state of Washington.  This address is "registered" with the Washington Secretary of State.  The Registered Address is where official and legal correspondence can be delivered.

The individual or company that is registered with the state of Washington to receive all correspondence on behalf of the Washington Corporation is called a "Registered Agent".  You may act as your own Registered Agent, however, many Washington Corporations hire a Registered Agent because they don't have a physical address within the state of Washington or to provide a distinct level of privacy.

All Washington Corporations are required to have a Board of Directors.  Directors are the people who will set policies for your Washington Corporation and manage the business and its resources.  In the majority of small corporations directors are the owners. The Articles of Incorporation or Corporate Bylaws may define specific qualifications for Directors. 

The Board of Directors is responsible for creating rules, approving budgets and distributing profits to shareholders. One of the most important duties of the Board of Directors is electing Officers for your Washington Corporation.  The same person may be a Director and an Officer at the same time.  Directors need not be residents of the state of Washington or shareholders of the Washington Corporation unless the Articles of Incorporation or Bylaws require it.

Normally Directors for your Washington Corporation are elected for a term of one year.  Elections are held at the annual meeting of Shareholders.  The Directors serve until the next annual Shareholders meeting.

The Board of Directors elects Officers for your Washington Corporation in accordance with the Corporate Bylaws and Articles of Incorporation.  Officers serve at the pleasure of the Board of Directors of the Washington Corporation.  Officers handle the day to day operation of the Washington Corporation.

Unless specifically prohibited by the Corporate Bylaws or Articles of Incorporation, in a Washington Corporation the same person may hold more than one Corporate Office at the same time.  However, there are certain legal affairs in which the same person cannot act in more than one capacity.

One Officer - usually the Secretary - is given responsibility for preparing Minutes of Directors and Shareholders meetings and for authenticating records for the Washington Corporation. 

There is no Corporate Income Tax in the state of Washington.   You may form an S Corporation in Washington.  S Corporations may "pass through" all corporate profits to the shareholders (owners) who then pay tax at their applicable personal rate.  S Corporations do not pay any Washington Corporate Income Tax.

In order to form a Corporation in Washington you must file Articles of Incorporation with the Washington Secretary of State.  The Articles of Incorporation must include certain specific information about your Washington business. If the Articles do not conform exactly to state of Washington requirements they will be rejected.  You may subsequently amend the Articles of Incorporation for your Washington Corporation but you will have to pay a fee to the state of Washington in order to make the changes official.

A Federal Employer Identification Number (FEIN), also known as a Federal Tax Identification Number, is used by the IRS to identify a business entity.  An FEIN is like a Social Security Number for your Washington Corporation.  All Washington Corporations are required to have an FEIN.

Corporate stock is evidence of ownership of a Washington Corporation.  When you form your Washington Corporation, you will need to determine what type of stock and the number of shares of each type that you want to authorize.  You do not have to sell the number of shares that are authorized.  Many small Washington Corporations hold 100% of the shares.

Stockholders in a Washington Corporation are entitled to voting rights or dividends of the Corporate profits or both.  Whoever owns over 50% of the stock of the Washington Corporation is able to make all Corporate business decisions.  Washington Corporations usually hold at least 51% of the corporate stock in order to retain control of the Washington Corporation.

The Board of Directors holds an initial meeting to elect Officers, authorize issuance of stock and adopt the Corporate Bylaws.  Bylaws are the internal rules of your Washington Corporation.  They are adopted by the Board of Directors and vary widely from Corporation to Corporation.  Commonly bylaws include the number of seats on the board of directors; how Directors are elected; how meetings of Directors and Shareholders are to be conducted; what Officers the Washington Corporation will have and a description of each of their duties. 

As your company grows over time, you may amend your bylaws as necessary.  Bylaws generally cannot be amended by the Board of Directors unilaterally.  A vote by the majority of Stockholders of the Washington Corporation is usually required to amend the Corporate Bylaws.  Bylaws may include any rules for managing the business and conducting corporate affairs.  Almost anything may be written into the Bylaws, however, the Bylaws must not be in violation of any federal or Washington law or the Washington Corporation's Articles of Incorporation.  A copy of the Corporate Bylaws should be maintained at the Corporation's principal Washington office.

Note that forming a Washington Corporation doesn't take the place of obtaining a business license, tax registration certificate, or other required business permits.  A Washington Corporation merely creates an ownership structure that limits the owners' personal liability.  You may still need to take care of getting set up to do business with your local government.

Depending on the nature of the business and the location of your Washington Corporation you may need to get one or more city business licenses or permits.  The business licenses or permits that are required for your Washington Corporation vary depending on your business activities and the specific locations within the state of Washington in which you want to conduct business.

If your Washington Corporation will be selling products in Washington you may be required to obtain a Reseller's Permit from the appropriate Washington state agency.  If your Washington Corporation will be selling products in Washington you will also be responsible for all applicable local and state of Washington sales taxes if there are any.

Every Washington Corporation must hold corporate and shareholder meetings, at least annually, and must keep minutes of each meeting on file.  A copy of the minutes is evidence that the meetings took place and includes all resolutions that were adopted.  The minutes of each meetings must be open for inspection by any Shareholder or Director.  This meeting requirement is often overlooked and comes into play when the Washington Corporation is challenged for any reason.  Keeping proper meeting minutes and documenting resolutions made and approved by the Directors is a formality that could save your Washington Corporation a lot of potential trouble.

The Washington Secretary of State requires all new Washington Corporations to file an Initial Annual Report within 120 days of the date on which the WA Secretary of State approved the filing of the Washington Corporation.

Every Washington Corporation is required to file an Annual Report with the Washington Secretary of State EACH year.

The Washington Corporation Annual Report is due at the Washington Secretary of State EACH year by the end of the anniversary month in which the Washington Corporation was first approved by the Washington Secretary of State.

For example, if the Washington Corporation was initially approved by the Washington Secretary of State on April 15, then the Washington Corporation Annual Report is due at the WA Secretary of State by April 30 EACH year.

If a Washington Corporation does not file its Annual Report with the Washington Secretary of State by by the due date then that WA Corporation will be subject to late fees imposed by the Washington Secretary of State.