How to File Washington Articles of Incorporation

Your Guide to Incorporating in Washington

Washington articles of incorporation are filed to create a corporation. This guide provides instructions and tips when preparing and filing this legal document.

Overview

Preparing and filing your articles of incorporation is the first step in starting your business or nonprofit corporation. Approval of this document secures your corporate name and creates the legal entity of the corporation. Only after this approval can the corporation apply for tax IDs, obtain business licenses, sign contracts, and otherwise conduct business.

Incorporating provides many important benefits:

• Limits the liability of directors, officers, and shareholders
• Fulfills statutory requirements to register your business’s or organization’s name
• Provides governance and adds credibility to the business or organization

This guide walks you through preparing and filing your Washington articles of incorporation to get your profit or nonprofit corporation approved. If you decide you would like help filing your Washington articles of incorporation, our incorporation packages are an easy all-in-one solution.

Because we get this question so often, it is worth repeating...

• First, register with the Washington Secretary of State (by filing Washington articles of incorporation).
• Second, register with the Washington Department of Revenue. The Washington Unified Business Identifier (UBI) number you receive from the Secretary of State is used to file for a Master Business Application with the Department of Revenue. If you file with the Department of Revenue first, they will issue you a UBI number but you have not actually been registered for taxes. Your corporation is not registered for corporate taxes because the corporation does not exist yet.

The Washington Secretary of State Division of Corporations oversees the process of incorporating. This division offers forms and instructions to help with incorporating. Use the correct forms and instructions for a profit, nonprofit, for-profit professional, nonprofit professional, or social purpose corporation.

Before Filing Your Articles of Incorporation

As you prepare to file your articles of incorporation, it is important to take time to understand the specific information required on those documents. The Washington Secretary of State reports the following most common reasons they have to reject documents:

• Duplicate name
• No corporate designator
• Incorrect registered agent information
• Using a DBA as a corporate name
• Unauthorized signature(s)

Also understand that state articles of incorporation templates represent the minimum amount of information you must provide for state approval, but there might be additional provisions you should provide. The IRS requires additional provisions for 501(c)(3) eligibility. State tax exemptions, licenses, B-corporation and other certifications, and even some banking purposes require additional provisions in the articles.

New in 2012: Washington Social Purpose Corporations!

Social purpose corporations (often called benefit corporations or simply B-Corporations) were added to Washington statute in 2012. In general, a social benefit corporation is a profit corporation that is dedicated to an environmental, social, or other cause or is a corporation that meets more rigorous standards of transparency. More exactly, Washington describes social purpose corporations as those “organized to carry out its business purpose ... in a manner intended to promote positive short-term or long-term effects of, or minimize adverse short-term or long-term effects of, the corporation’s activities upon any or all of (1) the corporation's employees, suppliers, or customers; (2) the local, state, national, or world community; or (3) the environment” (Revised Code of Washington RCW 23B.25.020). Often B-corporations obtain independent certification (e.g. by B-Lab) in addition to incorporating under and abiding by the state guidelines for this corporate type.

Business Corporations

Profit corporations, for-profit professional service corporations, and social purpose corporations

How to File Articles of Incorporation for a Business Corporation

Washington profit articles of incorporation include the following information. Differences for professional corporations and social purpose corporations are noted. Note that some information is optional.

1

Name of Corporation

The name of your corporation must be distinguishable from all other registered entities in Washington (including other corporations, LLCs, LPs, and LLPs). Conduct a thorough name availability check before filing your articles of incorporation. Business names must include the word “corporation”, “incorporated”, “company”, “limited”, or the abbreviation “Corp.”, “Inc.”, “Co.”, or “Ltd.”.

These same rules apply to professional services corporations unless the governing agency of your license specifies otherwise.

Social purpose corporations must use the corporate designation “social purpose corporation”, “SPC”, or “S.P.C.”.

2

Organization

Only social purpose corporations shall make a declaration “This corporation is organized under the Washington Business Corporation Act (the “Act”) as a social purpose corporation governed by chapter 23B RCW of the Act.”

3

Purpose and Powers

Only social purpose corporations provide this section in the articles of incorporation.

• A description of the business purpose or purposes of the corporation.
• An indication of the applicable social purposes. For example, “This corporation is organized to carry out the above business in a manner intended to promote positive short-term or long-term effects of, or minimize adverse short-term or long-term effects of, the corporation&squo;s activities upon any or all of: (use those that apply) (1) the corporation’s employees, suppliers, or customers; (2) the local, state, national, or world community; or (3) the environment”.
• Optionally, list any specific social purposes for which the corporation is formed.
• The following mission statement is required. “The mission of this social purpose corporation is not necessarily compatible with and may be contrary to maximizing profits and earnings for shareholders, or maximizing shareholder value in any sale, merger, acquisition, or other similar actions of the corporation.”.

4

Authorized Shares

Shares represent ownership interest in the corporation. State the aggregate number of shares the corporation is authorized to issue. The minimum is one share. You do not have to issue all shares authorized, that way you have the flexibility to add more shareholders at a later date. In the example of a corporation with three owners, you may authorize 1,000 shares and issue 250 shares to each owner (750 shares issued). This leaves 250 shares to issue to future investors or partners. The corporation may later change the amount of shares authorized by filing an amendment to the articles of incorporation.

5

Class of Shares

Declare if the authorized shares are common or preferred stock. Common stock is the default. If preferred is checked, attach a description.

6

Effective Date

The Washington Secretary of State will make the corporation effective as of the date they process the articles of incorporation unless you assert a future effective date. You may declare an effective date up to 90 days after the Washington Secretary of State files the articles of incorporation.

7

Tenure

Your corporation may have either:

• Perpetual existence, meaning that the corporation exists until it is dissolved. (or)
• A specific term of existence. The duration of the corporation will end after the specific term of years of on the specific date indicated.

8

Washington State Registered Agent

The registered agent is the individual or company responsible for receiving service of process (notice of lawsuit) and other official correspondence on behalf of the corporation. For example, if your corporation is sued, a sheriff or process server would go to the physical address listed for the registered agent and ask the registered agent to sign for notice of lawsuit against the corporation.

Your Washington articles of incorporation must include the street address of the corporation’s initial registered office and the name of its initial registered agent at that office. Stating a separate mailing address is optional.

• You may declare any Washington resident who consents to their appointment. They must provide their physical address (not a post office box) for the public records of the Washington Secretary of State.
• You may declare any company that is registered with the Washington Secretary of State and that agrees to serve as your registered agent. Your corporation cannot name itself as its own registered agent. Hiring a registered agent company may be in your best interest if you have a home office, are regularly out of the office, wish to keep your address off the public record, or do not want to risk receiving a sheriff or process server in front of clients or employees.

The registered agent must sign the articles of incorporation consenting to their position.

9

Incorporator(s)

The incorporator is the individual responsible for executing the articles of incorporation. The function of the incorporator usually ends after the documents are filed. More than one incorporator may be used. Each incorporator must print their name, sign, and date their signature of the articles of incorporation. Incorporators are also asked to provide their address and phone number. Remember that any information you provide will become part of public record so you may wish to use a business location.

At least one of the incorporators of a professional services corporation must be an individual authorized to perform the professional service.

*

Additional Provisions

You may choose to include additional provisions. Be aware that any information you include will become part of public record.

By default your corporation has declared a purpose of “engaging in any lawful business” (RCW 23B.02.020). Professional service corporations are organized “for the purpose of rendering professional service” (RCW 18.100.050). You may further restrict your corporate purpose.

Per RCW 23B.02.020, the articles of incorporation may contain the following provisions:

• (a) The names and addresses of the individuals who are to serve as initial directors;
• (b) The par value of any authorized shares or classes of shares;
• (c) Provisions not inconsistent with law related to the management of the business and the regulation of the affairs of the corporation;
• (d) Any provision that under this title is required or permitted to be set forth in the bylaws;
• (e) Provisions not inconsistent with law defining, limiting, and regulating the powers of the corporation, its board of directors, and shareholders;
• (f) Provisions authorizing corporate action to be approved by consent of less than all of the shareholders entitled to vote on the corporate action, in accordance with RCW 23B.07.040;
• (g) If the articles of incorporation authorize dividing shares into classes, the election of all or a specified number of directors may be effected by the holders of one or more authorized classes of shares under RCW 23B.08.040;
• (h) The terms of directors may be staggered under RCW 23B.08.060;
• (i) Shares may be redeemable or convertible (i) at the option of the corporation, the shareholder, or another person, or upon the occurrence of a designated event; (ii) for cash, indebtedness, securities, or other property; or (iii) in a designated amount or in an amount determined in accordance with a designated formula or by reference to extrinsic data or events under RCW 23B.06.010; and
• (j) A director’s personal liability to the corporation or its shareholders for monetary damages for conduct as a director may be eliminated or limited under RCW 23B.08.320.

Supplementary Documents a Business Corporation May File with the Articles of Incorporation

Consent to Corporate Name

You may apply for a corporate name that is already taken if you also file consent from the name holder or court judgment.

Filing Fees

Include filing fees, made payable to the Secretary of State.

Expedited Service

Expedited processing costs $50 by mail and $20 online. Include these fees with your articles. If filing by mail, write “EXPEDITE” on the outside of the envelope.

How to Elect S-Corporation Status

S-Corporation is a tax election filed with the IRS. By default, your corporation will receive tax treatment as a C-Corporation. Many small businesses find it beneficial to elect S-Corporation tax treatment.

• Electing Subchapter S status helps shareholders avoid the double taxation that applies to traditional C-Corporations.
• S-Corps can also help the owners avoid paying the 15.3% Self-Employment Tax (Social Security and Medicare) on distributions.

Corporations must file form IRS-2553 within 75 calendar days of incorporation to be taxed as an S-Corp. Check with your state’s Department of Revenue if they will automatically recognize your federal IRS tax election or if you need to make an additional application or notification.

Nonprofit Corporations

Nonprofit corporations and nonprofit professional services corporations

How to File Articles of Incorporation for a Nonprofit Corporation

You can form a Washington nonprofit corporation by filing the articles of incorporation forms intended for a nonprofit. Use the nonprofit professional services corporation forms if appropriate. Nonprofit articles must contain the following information:

1

Name of Corporation

The name of your corporation must be distinguishable from all other registered entities in Washington (including other corporations, LLCs, LPs, and LLPs). Conduct a thorough name availability check before filing your articles of incorporation. Nonprofit names must NOT contain the words “corporation”, “incorporated”, “company”, “limited”, or the abbreviation “Corp.”, “Inc.”, “Co.”, or “Ltd.”. The Washington Secretary of State will automatically remove these words and process your articles with the revised name. Your nonprofit is permitted (but not required) to use words like “club”, “league”, “association”, “services”, “committee”, “fund”, “society”, or “foundation”, or “a nonprofit corporation”.

2

Effective Date

The Washington Secretary of State will make the corporation effective as of the date they process the articles of incorporation unless you assert a future effective date. You may declare an effective date up to 90 days after the Washington Secretary of State files the articles of incorporation.

3

Tenure

Your corporation may have either:

• Perpetual existence, meaning that the corporation exists until it is dissolved. (or)
• A specific term of existence. The duration of the corporation will end after the specific term of years of on the specific date indicated.

4

Purpose of the corporation

Washington permits a general declaration of purpose such as “any lawful purpose” If you will apply for 501(c)(3) or other IRS tax exemption, you usually must list a more specific corporate purpose in order to qualify. Do not attach or refer to bylaws.

5

Distribution of assets

Indicate how any assets will be distributed if the nonprofit voluntarily dissolves. Do not attach or refer to bylaws. You must include the name of any person or corporations to whom net assets are to be distributed in the event the corporation is dissolved.

6

Initial directors

Directors are the individuals elected by the members to oversee the management of the corporation. List the names and addresses of all directors. Remember that the articles will become part of Washington public record, so you may wish to use a business or post office address for the mailing address.

7

Washington State Registered Agent

The registered agent is the individual or company responsible for receiving service of process (notice of lawsuit) and other official correspondence on behalf of the corporation. For example, if your corporation is sued, a sheriff or process server would go to the physical address listed for the registered agent and ask the registered agent to sign for notice of lawsuit against the corporation.

Your Washington articles of incorporation must include the street address of the corporation’s initial registered office and the name of its initial registered agent at that office. Stating a separate mailing address is optional.

• You may declare any Washington resident who consents to their appointment. They must provide their physical address (not a post office box) for the public records of the Washington Secretary of State.
• You may declare any company that is registered with the Washington Secretary of State and that agrees to serve as your registered agent. Your corporation cannot name itself as its own registered agent. Hiring a registered agent company may be in your best interest if you have a home office, are regularly out of the office, wish to keep your address off the public record, or do not want to risk receiving a sheriff or process server in front of clients or employees.

The registered agent must sign the articles of incorporation consenting to their position.

8

Incorporator(s)

The incorporator is the individual responsible for executing the articles of incorporation. The function of the incorporator usually ends after the documents are filed. More than one incorporator may be used. Each incorporator must print their name, sign, and date their signature of the articles of incorporation. Incorporators are also asked to provide their address and phone number. Remember that any information you provide will become part of public record so you may wish to use a business location.

At least one of the incorporators of a professional services corporation must be an individual authorized to perform the professional service.

*

Additional Provisions

You may choose to include additional provisions. Be aware that any information you include will become part of public record.

By default your corporation has declared a purpose of “engaging in any lawful business” (RCW 23B.02.020). Professional service corporations are organized “for the purpose of rendering professional service” (RCW 18.100.050). You may further restrict your corporate purpose.

Per RCW 24.03.025, the articles of incorporation may contain any provisions, not inconsistent with law, which the incorporators elect to set forth in the articles of incorporation for the regulation of the internal affairs of the corporation, including provisions regarding: :

• (a) Distribution of assets on dissolution or final liquidation;
• (b) The definition, limitation, and regulation of the powers of the corporation, the directors, and the members, if any;
• (c) Eliminating or limiting the personal liability of a director to the corporation or its members, if any, for monetary damages for conduct as a director: PROVIDED, That such provision shall not eliminate or limit the liability of a director for acts or omissions that involve intentional misconduct by a director or a knowing violation of law by a director, or for any transaction from which the director will personally receive a benefit in money, property, or services to which the director is not legally entitled. No such provision may eliminate or limit the liability of a director for any act or omission occurring before the date when such provision becomes effective; and
• (d) Any provision which under this title is required or permitted to be set forth in the bylaws.

Federal and state tax exemptions often require specific language in the articles of incorporation.

• If you are looking to become a 501(c)(3) tax exempt organization, you will need to include statements required by the IRS (see IRS Pub Rev-557). These statements are to the effect of the following:
  • The corporation is not for profit
  • It will not engage in prohibited political or legislative activity listed in 501(c)(3)
  • If dissolved, it will distribute its assets in compliance with 501(c)(3)
• Similarly, state tax exemptions often require additional language in your articles of incorporation. It is best to research and use the exact language required by your tax-exemption or tax-deductible application in each state where you will apply.
• Obtaining certain licenses, permits, or other government classifications sometimes requires other provisions listed on your articles of incorporation. Check with the governing board or agency.

Supplementary Documents a Business Corporation May File with the Articles of Incorporation

Consent to Corporate Name

You may apply for a corporate name that is already taken if you also file consent from the name holder or court judgment.

Filing Fees

Include filing fees, made payable to the Secretary of State.

Expedited Service

Expedited processing costs $50 by mail and $20 online. Include these fees with your articles. If filing by mail, write “EXPEDITE” on the outside of the envelope.

How to Register for 501(c)(3), Fundraising, and State Tax Exemption

501(c)(3) Federal income tax exemption

Nonprofits may choose to apply for federal income tax exemption. 501(c)(3) recognition also allows donors to make tax deductible contributions. The IRS published rev-557, an informational resource on how to obtain tax exempt status for a nonprofit organization. 501(c)(3) is perhaps the most common and well-known tax exemption category for charitable organizations, however the internal revenue code has exemption categories for many other types of nonprofits organizations. Incorporating the nonprofit and obtaining a Federal Tax ID (EIN) are precursors to applying for 501(c)(3) recognition.

State tax exemptions

501(c)(3) recognition provides income tax exemption on federal taxes. Your state may have additional applications or processes for obtaining state tax exemptions for the corporation. Consider applying for exemptions in each state where the nonprofit will conduct activities.

State fundraising registration

Some aspects of fundraising are regulated by state government. Nonprofits that solicit funds may need to submit registrations with the department of state or revenue in each state where they solicit residents. Be sure to check the procedures for obtaining the authority to solicit, employee solicitors, or otherwise engage in fundraising in each state where you raise funds. In Washington, register with the Charities Program of the Secretary of State.

Additional Requirements for Washington Corporations

Washington Does Not Have a Publishing Requirement

In some states, corporations are required to publish notice of their intention to or their filing of the articles of incorporation. This is not the case in Washington.

Washington Initial & Annual Reports

All new profit corporations must file an initial report within 120 days of when the Washington articles of incorporation are filed. Nonprofit corporations do not file an initial report. Profit corporations pay a filing fee of $10. Failure to file the initial report can result in administrative dissolution.

Thereafter, profit corporations pay an annual renewal of $69 and nonprofits pay an annual renewal of $10. Profit corporations may file online. Annual reports must be delivered to the secretary of state prior to when the corporation is required to pay its annual corporate license fee.

Register for Federal Taxes, State Taxes, & Licenses/Permits

After you file your articles of incorporation, you will apply for a Federal Tax ID (EIN), a unique nine-digit number assigned by the IRS to identify your business. State tax registration requirements vary, but the most common registrations are for sales tax and employer taxes. You may also need to get local licenses or permits.

Hold an Organization Meeting & Establish Records

Once the registration process is complete, you should hold an organizational meeting of the incorporators and take minutes of that meeting. At that time, you will ratify corporate bylaws, adopt a shareholders agreement, issue stock certificates and complete a stock ledger, elect directors and officers, and anything else you may want to include. Consider purchasing our corporate kit that stores your documents and contains your corporate seal and stock certificates.

Ongoing Compliance Requirements

Ongoing requirements include annual meetings with minutes, special meetings to make important business decisions, maintaining a registered office, amending your articles of incorporation as needed, and more. For more information on business compliance action items, please consult your Harbor Compliance representative.