Address of state corporation department:
Washington Secretary of State
Corporations Division
Box 40234
Olympia WA 98504-0234
Telephone: (360) 753-7115
State web address: http://www1.leg.wa.gov/legislature/
State law reference: Revised Code of Washington, Title 23B.
Title of filing: Articles of Incorporation.
Filing Fees: $175.
Other fees: None.
Name reservation: Reservable for 180 days for a $30 fee. (Section 23B.04.020).
Name requirements: Corporation, Incorporated, Company, Limited, or abbreviation. (Section 23B.04.010).
Incorporator requirements: One or more persons or entities. (Section 23B.02.010, 23B.01.400).
Corporate purpose requirements: General “all purpose” clause (see instructions). (Section 23B.03.010).
Director requirements: One or more (may be nonresidents). But a corporation may dispense with or limit the
authority of its board of directors by describing in the Articles who will perform some or all of the duties of the
board. (Sections 23B.08.010, 23B.08.020, 23B.08.030).
Paid-in capital requirements: None.
Annual report requirement: Yes, to Secretary of State. (Section 23B.16.220). $10 filing fee.
Publication requirements: None.
Other provisions: Registered agent must file his or her consent to the appointment; this may be accomplished by
signing the Articles. (Section 23B.05.010). Articles may specify an effective date up to 90 days after the date the
Secretary of State receives the Articles. (Section 23B.01.230). Articles must state the number of directors or the
process by which the number of directors will be fixed, unless the Articles dispense with the board of directors
under 23B.08.010. Section 23B.02.020(3) lists 41 different provisions that will govern a corporation unless the
Articles state otherwise. For example, all shares are of one class and one series, have unlimited voting rights, and
are entitled to receive the corporation’s net assets upon dissolution (Section 23B.02.020(3)(e)), the board of directors
must authorize any issuance of shares (Section 23B.02.020(3)(h)), and the shareholders may remove one or
more directors with or without cause (Section 23B.02.020(3)(aa)). For a complete list of the provisions, see Section
23B.02.020(3). Section 23B.02.020(4) lists twelve different provisions that will govern a corporation unless the
Articles or bylaws state otherwise. For example, special meetings of the board of directors must be preceded by
at least two days’ notice, but the notice need not describe the purpose of the meeting. (Section 23B.02.020(4)(h)).
For a complete list of the provisions, see Section 23B.02.020(4).
We have the form for that
