Do I need a lawyer to Incorporate in Washington? |
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The short answer is no.
The state of Washington does not legally require a lawyer to form a
Washington Corporation.
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The short answer is no.
The state of Washington does not legally require a lawyer to form a
Washington Corporation.
Our detailed Incorporation Information page may help you understand some
of the implications of forming a Washington Corporation.
However, if there is anything about Incorporating in Washington
that you're not sure about you should seek the advice of a competent Washington lawyer, a Washington accountant,
or both before you Incorporate in Washington.
Once you have made the decision to Incorporate in Washington, a Washington lawyer
can file your documents and act as a middle man for a few hundred dollars an hour; or you can use an online service provider like All Business Documents
to perform these services and save money that you can use in your new Washington Corporation.
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Do I have to Reserve a Company Name before I Incorporate in Washington?
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You are not legally required to reserve a Company Name for a new Washington Corporation before you submit your application to Incorporate in
Washington.
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You are not legally required to reserve a Company Name for a new Washington Corporation before you submit your application to Incorporate in
Washington.
Whether or not you need to reserve a company name for your new Washington Corporation depends entirely on your business situation.
The Washington Secretary of State uses names on a first come first served basis.
So if you think that someone may snatch the Company Name that you have in mind, you may want to reserve that Washington Company Name.
Click here for more information on
Washington Company Name Reservation
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What if the Washington Corporation Name I want is already taken?
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If the Name you have chosen for your new Washington Corporation is already in use by a currently active
Washington Corporation or LLC, and you still want to use that Corporation Name, then you will have to register a DBA Name with the Washington Secretary of State. "DBA" is an abbreviation for "Doing Business As."
We verify that the Name you have chose for your new Washington Corporation is available before we submit
your Incorporation filing to the Washington Secretary of State.
If necessary we can register a DBA Name in Washington for you so that you can open your new Washington business as quickly as possible.
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What do I have to do to Incorporate in Washington?
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8 things you have to do in order to Incorporate in Washington.
1. Choose a name for your Washington Corporation
2. Select an official address and a Registered Agent for your Washington Corporation
3. Choose a Board of Directors for your Washington Corporation
4. Decide who will be Officers for your Washington Corporation
5. Determine how you want your Washington Corporation to be taxed
6. File Articles of Incorporation with the Washington Secretary of State
7. Get a Federal Employer Identification Number (FEIN)
8. Issue Stock Certificates to the Initial Shareholders
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1. Choose a name for your Washington Corporation
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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.
The name of a Washington Corporation must include the word "Corporation" or
"Incorporated" or an abbreviation of one of these words.
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).
We will:
- Check to make sure that your Washington Corporation name is available
- Make sure your Washington Corporation name conforms to state of Washington regulations
- Reserve your Washington Corporation name with the Washington Secretary of State
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2. Select an official address and a Registered Agent for your Washington Corporation
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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.
- We can act as the official Registered Agent for your Washington Corporation.
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3. Choose a Board of Directors for your Washington Corporation
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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.
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4. Decide who will be Officers for your Washington Corporation
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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.
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5. Determine how you want your Washington Corporation to be taxed
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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.
Click here for more Washington Corporate Tax Information .
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- If you choose to be taxed as an S Corporation, we can prepare the S Corporation election form for your Washington Corporation and include it with
your Incorporation documents.
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6. File Articles of Incorporation with the Washington Secretary of State
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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.
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7. Get a Federal Employer Identification Number (FEIN)
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A Federal Employer Identification Number, 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.
- We can obtain an FEIN for your Washington Corporation.
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8. Issue Stock Certificates to the Initial Shareholders
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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.
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What do I have to do after I form my Washington Corporation? |
6 things you have to do after you Incorporate in Washington.
1. Conduct an initial Meeting of the Board of Directors and adopt Corporate Bylaws
2. Open a Business Bank Account in Washington for your WA Corporation
3. Obtain Business Licenses from the cities and counties in which you plan to do business
4. Hold Meetings of Shareholders and Directors of each year.
5. File the required Washington Corporation reports
6. Keep proper records of your Washington Corporation on file
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1. Conduct an initial Meeting of the Board of Directors and adopt Corporate Bylaws
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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.
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2. Open a Business Bank Account in Washington
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It's very important that you have a separate business bank account for your Washington Corporation.
Mixing personal and business funds can get you in a lot of trouble with the tax man down the line.
It's a good idea to contact the bank before you open a business bank account.
Specific requirements vary from bank to bank.
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3. Obtain Business Licenses from the cities and counties in which you plan to do business
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- We can research and prepare the necessary forms for your required business licenses and permits and include
them in your Washington Incorporation package.
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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.
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4. Hold Meetings of Shareholders and Directors of each year.
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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.
- We can transcribe the minutes of any meeting of your Washington Corporation into a form that complies with all
state of Washington requirements.
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5. File the required Washington Corporation reports
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| 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. |
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We can fill out and file your Initial Annual Report with the Washington Secretary of State and include confirmation of filing
with your Corporation documents.
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We can fill out and file any Annual Report with the Washington Secretary of State after your Washington Business gets going.
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6. Keep proper records of your Washington Corporation on file
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Keep the following records on file and available at the principal business office of your Washington Corporation:
- Names and addresses of all Directors and Officers of the Washington Corporation
- Articles of Incorporation for the Washington Corporation and any Amendments to them
- Corporate Bylaws for the Washington Corporation and any Amendments to them
- List of current shareholders of the Washington Corporation.
If shareholders change, keep a record of old shareholders and how stock was transferred.
- Minutes of all Meetings of Shareholders and Directors
- Copies of any Corporate Resolutions which have been adopted by the Washington Corporation
- Copies of all tax returns and Annual Reports for the Washington Corporation for the last 3 years
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What information do I need in order to Incorporate in Washington? |
In order to Incorporate in Washington you'll need certain specific information about your new Company
including the Corporation name and address; and Registered Agent information.
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In order to Incorporate in Washington you'll need the following information about your new Company:
- The name of your new Washington Corporation along with your second choice of a name in case the name that you want is not available
- Physical addess of the Corporation office in Washington (not a PO Box)
- Name and address of your Washington Registered Agent (not a PO Box)
- A description of the nature of the business you are planning to operate with the Washington Corporation
- Names and addresses of the initial Directors of the Washington Corporation
- The number of shares of stock that the Washington Corporation will be authorized to issue
Remember - ALL the information that you provide when you Incorporate in Washington becomes part of the public record.
Our data entry forms include the absolute minimum amount of information that is required in order to Form a new Corporation in Washington.
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How long does it take to Incorporate in Washington? |
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Processing times for new Washington Corporation applications vary depending on the work load of the
Secretary of State's staff.
We've found that normal processing of new Washington Articles of Incorporation takes the state around 2-3 business days.
Add 2-3 days for the time period for shipping the final documents by mail.
Choosing our Express Mail option can shave a couple of days off the total processing time for your Washington LLC.
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PLEASE NOTE: WE CANNOT GUARANTEE WASHINGTON SECRETARY OF STATE PROCESSING TIMES.
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We are dependent on, and have no control over, the staff and systems of the Washington Secretary of State.
In our experience 2-3 business days is the time it usually takes the Washington Secretary of State to process
a new Washington Corporation application.
We get your Washington Corporation application to the WA Secretary of State ASAP.
Once it is at the state we have no control over the new Washington Corporation application process.
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Are there any Expedited Processing Options for new WA Corporation Filings?
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| The Washington Secretary of State offers expedited processing for new Washington Corporation applications for an additional $20. With expedited filing the WA Secretary of State will process your Corporation application in 2-3 business days. |
How much does it cost to Incorporate in Washington? |
The state of Washington charges $200.00 to Incorporate in WA.
This is the cost of filing and getting a Certified Copy of your Articles of Incorporation from the WA Secretary of State.
If you choose All Business Documemnts to help you Incorporate in Washington our processing fees are $125.00.
We start processing your new Washington Corporation order as soon as we get it.
Total cost includes:
- WA Name Check and Reservation
- Prepare Articles of Incorporation
- File Articles of Incorporation with the Washington Secretary of State
- Certified Copies of Articles
- Washington Corporation Checklist
- Priority Mail Delivery
- Unlimited Customer Support
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What is a Washington Professional Corporation? |
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Generally, if you are required to obtain some kind of license before you can market your skills in the state of Washington then you will
most likely need to form a Washington Professional Corporation.
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Generally, if you are required to obtain some kind of license before you can market your skills in the state of Washington then you will
most likely need to form a Washington Professional Corporation.
Attorneys, architects, engineers, public accountants, nurses and physicians, among others, may require registration as a Professional
Corporation with the Washington Secretary of State.
Depending on exactly what it is that you want to do in Washington, approval from a specific Washington state agency or board may be required before the WA Secretary of State will approve a new
Washington Professional Corporation filing.
This could add to the total processing time for a new Washington Corporation.
Click here for more information on a
Washington Professional Corporation.
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Washington Foreign Corporation Qualification |
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You want to do business in the state of Washington but are registered as a Domestic Corporation in another state.
In order to legally conduct business in the state of Washington you must register with the Washington Secretary of State as
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You want to do business in the state of Washington but are registered as a Domestic Corporation in another state.
In order to legally conduct business in the state of Washington you must register with the Washington Secretary of State as
a Washington Foreign Corporation.
The process of registering as a Foreign Corporation in the state of Washington is called Washington Corporation Foreign Qualification.
The process of Washington Corporation Foreign Qualification is similar to the process of forming a Domestic Corporation in the state of Washington.
Your original formation documents (usually called Articles of Incorporation) and Corporate Bylaws apply to your Washington Foreign Corporation.
The Board of Directors and Officers of your Domestic Corporation have the same roles in the Washington Foreign Corporation.
Click here for specific requirements for
Washington Corporation Foreign Qualification.
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