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Washington Articles of Incorporation Profit Corporation |
The Washington Articles of Incorporation Profit Corporation is expected and required by the Washington Secretary of State Corporations Division when an entity wishes to incorporate in this state. The approval of this document will grant the applicant the right to operate as a profit corporation in the State of Washington. The information requested on this document will represent the minimum that must be reported to this governing body to gain approval but, some entities may be required to provide additional paperwork or attachments to fully define the information requested. Incorporators should expect to report such aspects as the Name of the corporation being formed, the amount of Stock the corporation has been approved to issue, how long the corporation intends to operate, the Identity and Physical location of the Registered Agent, and a few other pieces of information.
The Filing Fee, which must be paid at the time of submission, for the Washington Articles of Incorporation is $180.00. This may be paid with a check, money order, or credit card depending upon the method of filing. That is if you are filing in person or by mail, you will be required to pay with a money order or check that is payable to “Secretary of State.” If you are filing online then you may pay with a credit card. Generally, it will take two to three weeks to process the articles however this may be expedited to only a few days for an additional $50.00 for those who file by paper or an additional $20.00 for those filing online.
How To File
Step 1 – Select the “Download Form” link above, then save it to your computer as a PDF document. You may fill in the articles using an appropriate PDF editing program or you may print it, then fill it in. Make sure to use dark ink. If there is not enough room for any section, you may continue reporting the requested information on a separate document that is clearly labeled then attached to the articles being submitted.
Step 2 – In the top left hand area of the page, check the first box if you will not expedite the processing time or mark the the second box if you are expediting the processing time. Then locate Article 1, or “Name of Corporation,” to enter the Full Name of the Washington profit corporation being created in these articles on the blank line provided. Make sure this is a unique Name with a word of incorporation at the end of it (Corporation/Corp., Incorporation/Inc., etc.).
Step 3 – In Article 2, report the Total Number of Stock Shares this corporation has been authorized to issue on the blank line provided following the words “Number of Authorized Shares.”
Step 4 – Article 3 will provide two choices. Each one will have a check box and you may only pick one. If the Shares being issued by the corporation are not divided into classes, then mark the first box. If the Shares being issued by this corporation are divided into classes then mark the box labeled “Preferred Stock.” In such a case, you must report the Name and Total Number of Shares in each Class along with any pertinent information (such as privileges) on a separate document then attach it to the articles
Step 5 – In Article 4, “Effective Date of Incorporation,” you will need to define when you prefer the corporation status to be granted to your entity (assuming this is a successful filing). If you would like the corporate status to take effect immediately upon a successful filing then mark the first box. If there is s specific Date (between the Filing Date and 90 Days after the Filing Date) then mark the second box and enter the desired Effective Date on the blank line provided after the words “Specific Date.”
Step 6 – Article 5, “Tenure,” will require a definition for the forming corporation’s intended lifespan. If the forming Washington profit corporation intends to operate indefinitely then mark the first check box (labeled “Perpetual existence”) but if there is a specific intended Date of Termination, then mark the second box and enter either the Number of Years until this corporation terminates or the Date of Termination on the blank line following the words “Specific term of existence.”
Step 7 – In Article 6, “Designation of Registered Agent,” locate the first item. If you are using a Commercial Registered Agent, then mark the first check box and enter the Full Name of the Commercial Registered Agent on the blank line in the first item. If not, then mark the second box and proceed to the second item in this article to report necessary information regarding the Noncommercial Registered Agent,
Step 8 – In the second item of Article 6, mark the first box if you are using a Noncommercial Registered Agent or the second box if you are not using a Noncommercial Registered Agent. If you have marked the second box then, enter the Full Name of the Noncommercial Registered Agent on the first blank line in this item. Then below this, enter the Full Physical Address of the Noncommercial Registered Agent on the blank line following the words “Physical Address in WA.” This must be where the Registered Office may be physically found in Washington. If the Noncommercial Registered Agent receives mail at a separate Mailing Address then, enter this address on the blank line following the words “Alternate Mailing Address in WA.” Each address reported must be composed of a Building Number, Street, Unit Number (if applicable), City, State (must be in Washington), and Zip Code.
Step 9 – Item 3, in Article 6, is conditional. If the Registered Agent is an Officer or a Position in the corporation being formed by these articles then mark the checkbox labeled “Yes.” If this is the case, then list the Office or Position that will serve as the Registered Agent on the first blank line. Then, on the second blank line in this item, report the Address for the Physical Location on the second blank line. If this Office or Position, serving as the Registered Agent, receives its Mail at a different location then the Physical Address then you must report the Mailing Address on the third blank line.
Step 10 – In the section labeled “Consent Signature Required in Addition To Completing Item 1, 2, or 3 Above,” the Registered Agent of the forming corporation must Sign his/her Name, Print his/her Name, report the Date of Signature, and document his/her Phone Number on the blank line provided.
Step 11 – Article 7 will require a Full Listing of each Incorporator involved in the formation of this corporation. Each Incorporator’s Name and Address must be documented.
Step 12 – Next, an Incorporator must Sign and Print his/her Name, report the Signature Date, and provide a Phone Number at the end of this document. Only one Incorporator’s Signature is required on this document.
Step 13 – Attach all documents required to support or fulfill the requirements set forth by these articles to the completed Washington Articles of Incorporation Profit Corporation. This should be the minimum submittal package necessary to file. The Filing Fee for these articles will be $180.00 which is payable with a check or money order made out to Secretary of State. The articles and payment may be mailed in or brought to the Washington Secretary of State. Expediting the review process to only two to three days will require an additional payment of $50.00 (the total payment would then be $230.00). If you are expediting a mail in filing, then write the word “Expedite” in big red letters on the envelope being submitted. If you are bringing this in and the articles and payment are submitted by 3:30 p.m. it is very possible the review process will be completed within 24 hours or sooner.
Mail To:
Secretary of State
Corporations Division
P.O. Box 40234
Olympia, WA 98504-0234
Bring To:
Secretary of State
Corporations Division
801 Capitol Way S.
Olympia, WA 98501-1226
How To File Online
Step 1 – Go to https://www.sos.wa.gov/corps/ProfitCorporationsOnlineandPaperRegistration.aspx then under “Washington Profit Corporation,” select the link labeled “File Online.”
Step 2 – Read this page outlining some of the aspects of filing online. Once you are finished, select the button labeled “Start.”
Step 3 – This next page will give you the option of either filing a new document or returning to one that you need to continue. Select the button labeled “Start New.”
Step 4 – Next you will be provided with the Application ID Number supplied to this online form. Make a note of this number for your records.
Step 5 – In this text box, supply the Name you wish to give your corporation. Make sure it includes an appropriate word of incorporation for the entity being formed such as “Corporation,” “Incorporated,” “Corp.,” or “Inc.” Once you have done this select the button labeled “Lookup”
Step 6 – Next, any entity’s bearing a similar Name will be displayed in this table. Locate the Name you entered, if the Name is available it will say so in the “UBI” column. Once you have settled upon an available Name, select the “Continue” button near the bottom of the page.
Step 7 – This next screen will require some Contact Information to be entered. This is the individual who will be the first point of contact for the Washington Secretary of State Corporation Division. Enter the First Name in the first text field. Then enter the Last Name in the second text field. You will need to enter the Phone Number where this individual may be reached in the field labeled “Contact Phone Number” and the Email in the field labeled “Contact Email.”
Step 8 – The Address fields (Address 1, Address 2, City, State, and Zip Code) will require the Full Address for this Contact person to be entered. Once you have done this, select “Continue.”
Step 9 – This will be the online Articles of Incorporation page. In the first text field, “Article I,” report the Full Name of the corporation being formed including the one of the required corporate designating terms (i.e. Corporation, Incorporated, Corp., Inc., etc.). There will be two additional fields below the initial text field, “Alternate Name 1” and “Alternate Name 2.”
Step 10 – In Article II, report the Purpose of the corporation. You may select either the radio button labeled “Any Lawful Purpose” or you may select the second radio button then report a more specific Purpose in the text box. You have up to 500 characters.
Step 11 – In Article III, report the desired Effective Date of Incorporation by either selecting the first radio button to indicate you would like the articles to go into Effect the day they are successfully filed or you may select the second radio button labeled “Specify a Date” then enter the Date in the text box provided. If you seek a date after the Filing Date, it must be within 90 days of the Filing Date. You may not select a Date before the Filing Date.
Step 12 – In Article IV, the corporation’s lifespan must be defined. If it will be Perpetual, that is without a Termination Date, then select the first radio button. If it will only be in operation for a certain number of years then select the second radio button and enter the Total Number of Years from the Filing Date the corporation will be active for. If there is a specific Expiration Date, then you must select the third radio button and enter the Date of Termination in the text box provided.
Step 13 – In Article V, report the Total Number of Shares the forming corporation has been authorized to issue in the text box provided. Below this, you must define the Class of Authorized Shares available. Select the first radio button to indicate the Shares are all one Class or the second radio button to indicate they are divided into different Classes. If this is the case, you must attach a schedule listing the Classes, the Total Number of Shares in each Class along with relevant information such as Series, any Privileges, Limitations, etc. You may use the button labeled “Attach” to upload this document into the system. It will be attached to your Application ID Number. When you are done select the button labeled “Continue.”
Step 14 – Next, you must report the information for the Registered Agent obtained for this corporation. Select the first radio button, if the individual filling out this page is the Registered Agent. If the individual filling out this page is not the Registered Agent, then select the second radio button to indicate you have written consent from the Registered Agent that he or she will act as the corporation’s Registered Agent.
Step 15 – You will now need to define the type of Registered Agent obtained. Choose the radio button labeled “Individual” if the Registered Agent is an individual or the radio button labeled “Entity,” if the Registered Agent is an organization or a business.
Step 16 – Use the text boxes labeled “First Name” and “Last Name” to report the Full Name of the Registered Agent.
Step 17 – In the section labeled “Registered Office Address,” report the Physical Street Address of the Registered Agent. Enter the Building Number, Street, Unit Number using the “Street Address 1” field and the “Street Address 2.” Then use the “City,” “State,” and “Zip Code” to document the City, State, and Zip Code of the Registered Office’s Physical Location.
Step 18 – The Mailing Address section only needs to be filled out if it differs from the Physical Address. That is, if the Registered Agent has a separate Mailing Address.
Step 19 – If you would like to report the Email Address of the Registered Agent, then you may do so in the last field on this page (labeled “Registered Agent Email Address.” When you are done select “Save Changes”
Step 20 – The next screen will require the Full Name and Address of each Incorporator to be entered. You may do this by using the “Add New” button. Select the button labeled “Add New.”
Step 21 – Use the fields labeled “First Name” and “Last Name” to report the Full Name of one of the Incorporators of this corporation. Then below this, report the Full Address of this Incorporator. If this is an Address in the United States of America then mark the radio button labeled “U.S.” if the Incorporator Address is outside of the United States of America then select the radio button labeled “Foreign.”
Step 22 – Next, enter the Full Street Address (Building Number, Street, Suite Number) using the “Address 1” field. If you require more room you may use the “Address 2” and “Address 3” fields. You must then enter the City, select the State from a drop down list, and enter the Zip Code in the “City,” “State,” and “Zip Code” fields respectively. Once you are done select the “Add” button.
Step 23 – The table will display all Incorporator entries. You may use the “Edit” or “Delete” buttons located at the end of that row to either edit or delete the entry.
Step 24 – Next, you may file your annual report. If you do not wish to, you may select the button labeled “Click here to skip.” If you do wish to file the Annual Report then review the information presented. In the text box, give a report regarding this corporation’s activities/operations/goals. You may report the Officers and Directors by selecting the button labeled “Officer or Director” which will give an Address screen as with Incorporators then display your entries in a table. Finally, list the official Place of Business using the “Address 1,” “Address 2,” “City,” “State,” and “Zip Code” fields. If you did fill out this information then select “Continue.” For our purposes, select “Skip This Step.” Note: You will have to file an Initial Annual Report within 120 Days of Filing Date.
Step 25 – Next, the Submitter of these articles will need to enter his or her Full Name in the text field labeled “Full Name of Submitter.” Once this has been done, you may select “Continue.”
Step 26 – Review the information and make sure it is correct. Each section will have a clickable link to navigate to that section in case you need to edit it. Once you are ready, select “Continue.” This will direct you to the Shopping Cart where you may check out and enter your credit card information to pay the Fee listed next to “Total Cost” at the bottom of the page. The Filing Fee for a basic Washington Articles of Incorporation Profit Corporation will be $200.00.
