Washington Articles of Incorporation: Walk Through Guide
To form a corporation in Washington State, you must file Articles of Incorporation with the Secretary of State. This form legally incorporates your business.
The following guide will walk you through the Articles of Incorporation. You can file this form by mail or—we suggest—online.
Washington Articles of Incorporation
Article 1: Name of Corporation
We advise that you first conduct a Washington business name search before submitting your Articles of Incorporation. The Secretary of State will not accept your filing if you submit a name that is already in use by another business, and you will not be refunded for a rejected filing.
Your business name must include a corporate designation: Corporation, Incorporated, limited, Company, Corp., Inc., Ltd., or Co.
Article 2: Number of Authorized Shares
A Washington corporation issues shares of stock to their owners, who are known as shareholders. You must list the number of shares of stock you are authorizing at formation. Authorizing means the number of shares you are creating. You issue the shares later, at your first shareholders meeting.
You must authorize at least one share of stock, but you can issue as many as you like. As well, you do not have to issue all of the stock that you authorize. So if you authorize 100 shares now, you may only issue 50 shares, keeping the other 50 held within the company for later use. New shares can also be authorized later.
Article 3: Class of Shares
There are two general classes of stock: Common Stock and Preferred Stock.
Common Stock are the shares most commonly purchased on a public market. Common Stock designates ownership in a corporation, and it generally comes with the right to vote at shareholder meetings. Usually, one share of Common Stock equals one vote. Common Stock usually grants the shareholder dividends when the common has profits to issue.
Preferred Stock is different than Common Stock in that it usually comes with special rights. Preferred Stock generally guarantees a set dividend, regardless of the corporation’s financial situation. As well, Preferred Stock holders are often paid-out first in the case of liquidation, thereby guaranteeing a return on their investment. As a trade-off, however, Preferred Stock rarely comes with voting rights.
You are not required to issue Preferred Stock. But if you want to issue Preferred Stock, you need to check the proper box on the Articles of Incorporation. If you fail to check the box, the Secretary of State will assume that all of your stock is Common Stock.
Article 4: Effective Date of Incorporation
The Effective Date is the day upon which your corporation officially exists. You have two options. You can choose the date of your filing, or you can elect a later date. If you want to elect a later date, it cannot be more than 90 days after the day of your filing.
Article 5: Tenure
Tenure refers to the existence of your Washington corporation. You can choose a perpetual existence or a specific term of existence. Perpetual existence means that your corporation will exist until it is properly dissolved, either by you or by the State. For a specific term, you can select a number of years that your company will operate, or you can set a particular day upon which the company will terminate.
Article 6: Registered Agent
Every business in the State must designate a Washington registered agent. You can appoint either a Commercial or a Noncommercial registered agent. A commercial Washington registered agent is a professional company—like ours—that provides registered agent service to a large number of clients. Noncommercial agents are individuals who are not professional agents and are not registered with the Secretary of State.
You must provide the name, physical and mailing addresses of your Washington registered agent.
You can select our service for only $59 a year.
Article 7: Incorporators
Your Incorporator is the individual or individuals who prepare and submit your Articles of Incorporation. You must provide their names and addresses, as well as their signatures.
If you hire us to form your Washington corporation, we will act as your Incorporator. In doing so, we keep your name and address out of the public record.
Articles of Incorporation Facts
There is a $180 incorporation fee which you must include with your filing. If you are mailing your Articles of Incorporation to the Washington Secretary of State, you can expedite your filing (online filings are automatically expedited) by including a $50 expedite fee and labeling the outside of your mailing envelope: “EXPEDITE”.
There is no way to keep a Washington corporation fully private. This is simply a fact of life in Washington State. If you are interested in privacy, we can help limit the amount of information that ends up in the public record, but we would suggest you take a look at our Private Washington LLC Package. An LLC can be kept private in Washington, but only if formed and operated correctly.