Starting a Corporation in Washington
Washington is a great destination for startups and small businesses. It has just the right business climate to support your ideas and business. The state does not require you to file personal income tax returns and offers several tax incentive programs to help reduce your overall tax burden. So, how do you register a Corporation in Washington? Let us look at the various processes involved.
1. Name your Washington Corporation
Whether you want to start a corporation in Washington online or offline; the first step involves choosing a name and reserving it. A business name is the key identifier for every company and helps in distinguishing it from other entities. The name of a corporation is used for several purposes from incorporation, to sales, marketing, and branding activities. There are certain naming guidelines you will be required to follow governed by WA Rev Code § 23B.04.010 (2012). The guidelines also require the name to contain identifier words like “corporation”, “incorporated”, “company” or abbreviations like “corp.”, “inc.”, “co.” or “ltd”.
Once you have selected a unique name for your business, you will need to look up a corporation in Washington to confirm its availability. This process of determining your business identification is conducted through the business name availability search. If your chosen name is available then you can reserve it with the office of the Washington Secretary of State for 180 days. You will need to file the name reservation form along with a fee of $30 and mail it to the Secretary of State, Corporation Division.
2. Appoint a Washington registered agent
If you want to start a corporation in Washington then it is important to note that there is a specific process that you are required to follow. This process involves filing incorporation documents, name reservation, and maintaining compliance with all state laws. It may seem like a complex process and it will involve extensive documentation. A reputable Washington registered agent like IncParadise can assist you with the process of incorporation.
The state laws require you to designate and continuously maintain a registered agent according to WA Rev Code § 23B.05.010 (2012). IncParadise can not only help you register a Washington corporation online but can also be your chosen registered agent in the state. We have a deep knowledge of the state laws and provide meaningful assistance with the various processes involved in establishing an incorporation.
3. File Articles of Incorporation with Washington SOS
The foremost requirement to incorporate in Washington is to file the Articles of Incorporation for a Profit Corporation. You will be required to prepare and then submit the Articles of Incorporation pursuant to WA Rev Code § 23B.02.020 (2012). The Articles can be hand-delivered or mailed to the Office of the Secretary of State, Corporations & Charities Division. The filing fee is $180 and the expedited fee is an additional $50.
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4. Choose your Washington Corporation’s initial directors
A corporation is managed by a board of directors and officers, wherein the former is the governing body. You have to choose the initial directors before you register your Washington Corporation online. This is a mandatory requirement because they are the first directors and their names are submitted in the articles of incorporation. The initial directors are required to serve until the shareholders of the said company hold the first meeting for electing successors. According to WA Rev Code § 23B.08.030 (2012), a Washington corporation may have one or more directors.
5. Prepare bylaws for Washington Corporation
The initial board of directors or incorporators of a corporation in Washington will be required to adopt initial bylaws pursuant to WA Rev Code § 23B.02.060 (2012). You can adopt the bylaws before or after you start a corporation in Washington. The bylaws are the governing rules based on which a Washington corporation will operate. The bylaws constitute the following:
- Rules and obligations of directors, shareholders, and officers
- Annual meeting rules
- Guidelines for removal of directors and officers
- The purpose of the corporation
- Stock issuance rules
- Duties and responsibilities of owners and managers
- Voting rights
- Maximum and minimum number of directors allowed
- Specific rules for making amendments to existing bylaws
6. Get an EIN for your Washington Corporation
The Employer Identification Number (EIN) is a unique nine-digit number that is assigned to businesses by the Internal Revenue Service (IRS). Certain businesses may not need this number but if you incorporate in Washington then you will need an EIN. It is also known as the Federal Employer Identification Number (FEIN) and is required for the filing of business or corporate taxes in the state. You may also need an EIN for hiring employees, obtaining credit, and opening a business bank account.
7. Hold an organizational meeting
There are many benefits of incorporating in Washington but the most important objective is to operate the company properly. This is made possible by holding a corporate organizational meeting. Such a meeting highlights all the important tasks that need to be executed. The tasks will vary from one company to another but some of the key areas covered in this meeting include:
- Drafting articles of incorporation
- Election of officers
- Distribution of initial shares
- Adopting corporate bylaws
- Election of officers
- Accepting resolutions necessary for the operation of the company
- Voting for adopting the corporate seal
8. Open a bank account
Whether you start a brick and mortar store or an online business, having a business bank account really helps. When you start a corporation in Washington there may be several financial transactions in terms of making payments or expenses and receiving payments or revenue. Having a business bank account will help simplify these finances, ensure clean bookkeeping, and further assist with tax preparation and easy tax filing. A business banking account will also help in building your credit and creating a good credit history, which can be useful when applying for a loan.
9. File your annual report
Once you register your Washington Corporation online, you will be required to maintain annual state compliances. This helps the business to enjoy a good standing in the state. Another of the many vital requirements for your Washington business is filing your annual report. This report has to be submitted to the office of the Washington Secretary of State – Corporations Division according to WA Rev Code § 23B.16.220 (2012). The annual report has to be filed each year by the end of the incorporation anniversary month.
Example: If you filed the Articles of Incorporation on July 23, 2022, then your annual report will be due on July 31, 2023. The fee for filing this report is $60 and there can be penalties for not filing or filing late.