How to Form a C Corporation in Washington

Introduction

One of the biggest decisions you’ll make as a new business owner is whether to form your company as a corporation. If you’re starting a business in Washington, you’ll need to follow that state’s regulations and procedures for creating a C corporation. Once you’ve made that decision, here are some steps to help get started:

Choose a name for your corporation.

The name you choose must be distinguishable from other companies. If you’re starting a new business, don’t use an existing name or one that’s similar to an existing company. For example, if there is already a nearby business called “Acme Inc.,” you should not go with “Acme Corp.” or “Acme Ltd.” because it would likely cause confusion for customers who are looking for your services and might mistake your company for theirs.

The name can’t include the word corporation or incorporated (or any variation). For example, if Acme Incorporated wants to change its name to Acme Corporation, it cannot do so without a legal process because this would violate Washington State law; however, if Acme Incorporated were incorporated as LLCs in Washington State (which is the case), then they could change their name by terminating their old LLCs and forming new ones under the new name—even though they’re still technically LLCs!

Check name availability.

Before you begin the formation process, you’ll need to check that you’ve chosen a name that is available. You can do this by using the Washington Secretary of State’s online database to search for similar names, or by contacting their office directly. You can also check with your county clerk’s office in order to see whether there are any other businesses using similar names in your local area.

You may reserve a name for 90 days through either method mentioned above, but if no one objects after 90 days then it will be yours!

Draft articles of incorporation.

In Washington, you may use the State of Washington’s articles of incorporation template to draft your own articles. The State of Washington recommends that you include the name of the corporation, its principal office, the name and address of each incorporator (the people who are creating it), the name and address of each director and officer (the people involved in running it), how many shares authorized and their par value (you can set these at $0 if you won’t be selling shares), as well as a statement that shareholders have no preemptive rights to purchase additional stock in this company. You may also want to include some language about what happens when someone dies or is incapacitated and cannot serve on their own anymore; this way there will not be any ambiguity about who should take over if something happens.

Name a registered agent.

The first step in forming a C corporation is to name a registered agent. A registered agent is the person or business entity who receives official correspondence from the Secretary of State on behalf of your corporation.

You can choose to use an individual as your registered agent, but you must have their physical address in Washington state and they must be willing to accept this role. You can also use a business entity as your registered agent, such as another corporation or LLC.

File articles with Washington Secretary of State.

You’ll need to file articles of incorporation with the secretary of state.

• Filing fees: $32 for the first page and $12 for each additional page
• Filing deadlines: Articles must be filed on or before July 1st.

Other requirements for filing articles of incorporation: Your board members must sign and date their appointment form in front of a notary public or other official authorized by law to take acknowledgments.

Create Bylaws, corporate minutes and stock certificates.

If you decide to form a C corporation in Washington State, you’ll need to create the following:

• Bylaws or Corporate Minutes
• Stock Certificates and/or Stock Certificates of Transfers

The federal government recognizes you as a corporation, but the state you are in will also have to recognize your company’s existence and legality to conduct business within its borders. For corporations in Washington, the state provides a legal framework and the necessary forms to get started with the process.

The federal government recognizes you as a corporation, but the state you are in will also have to recognize your company’s existence and legality to conduct business within its borders. For corporations in Washington, the state provides a legal framework and the necessary forms to get started with the process.

To figure out how much it will cost for your company to be formed as an LLC or corporation in Washington, you’ll need to calculate what it would cost for each business structure type:

• LLCs vs. C-Corporations
• Sole Proprietorships vs Partnerships vs LLCs vs Corporations

Conclusion

That’s it! Once you have completed these steps and filed the required forms, your corporation will be ready to operate in Washington. You can now begin operating as a C Corporation with all of the benefits that come from being incorporated. If you have any questions about forming a corporation or need assistance along the way, please contact us at [email protected]