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Common mistakes

  1. Incorrect Business Name: Many individuals fail to ensure that the business name they choose is unique and not already in use. This can lead to rejection of the application.

  2. Inaccurate Registered Agent Information: Some applicants provide incorrect or incomplete information about their registered agent. The registered agent must be a person or business entity authorized to receive legal documents on behalf of the corporation.

  3. Failure to Specify the Purpose: A common mistake is not clearly stating the purpose of the corporation. The purpose should be specific enough to inform the public and the state about the nature of the business.

  4. Omitting Required Signatures: Applicants sometimes neglect to include the necessary signatures on the form. All incorporators must sign the Articles of Incorporation for the document to be valid.

Similar forms

  • Bylaws: Bylaws outline the internal rules and procedures for a corporation. They govern how the corporation will operate, including the roles of directors and officers, similar to how the Articles of Incorporation establish the corporation's existence and structure.
  • Operating Agreement: For LLCs, the operating agreement serves a similar purpose to the Articles of Incorporation. It details the management structure and operational guidelines of the LLC, just as the Articles define the corporation's framework.
  • Certificate of Formation: This document is often used interchangeably with the Articles of Incorporation in some states. It serves the same purpose of officially establishing a corporation or LLC and includes essential information about the entity.
  • Partnership Agreement: This document outlines the terms and conditions of a partnership. Like the Articles of Incorporation, it defines the structure and responsibilities of the partners involved in the business.
  • Business Plan: While not a legal document, a business plan serves as a roadmap for the business. It often includes the mission, goals, and structure of the business, similar to how the Articles of Incorporation outline the purpose and structure of a corporation.
  • Shareholder Agreement: This agreement governs the relationship between shareholders. It complements the Articles of Incorporation by detailing shareholder rights and responsibilities, ensuring clarity in ownership and management.
  • Registration Statement: Required for certain securities offerings, this document provides detailed information about the company, similar to the Articles of Incorporation, which provide foundational information about the corporation.
  • Tax Exemption Application: Non-profit organizations file this application to obtain tax-exempt status. It parallels the Articles of Incorporation by establishing the organization’s purpose and structure, which is crucial for tax considerations.
  • Certificate of Good Standing: This document certifies that a corporation is compliant with state requirements. It serves as evidence of the corporation’s existence and adherence to regulations, much like the Articles of Incorporation do upon initial filing.
  • Annual Report: This report provides updated information about a corporation's status, including financial data and operational changes. It is similar to the Articles of Incorporation in that it keeps stakeholders informed about the corporation’s structure and activities.

Dos and Don'ts

When filling out the Washington Articles of Incorporation form, it's essential to approach the process with care. Here are some important dos and don'ts to keep in mind:

  • Do provide accurate and complete information.
  • Do ensure that the name of your corporation complies with Washington state naming requirements.
  • Do designate a registered agent who has a physical address in Washington.
  • Do include the purpose of your corporation clearly and concisely.
  • Don't use abbreviations or informal names that may confuse the state officials.
  • Don't forget to check for any specific requirements for your business type.
  • Don't leave any sections blank; if a section does not apply, indicate that appropriately.
  • Don't submit the form without reviewing it for errors or omissions.

Preview - Washington Articles of Incorporation Form

Washington Articles of Incorporation Template

These Articles of Incorporation are executed to form a corporation pursuant to the Washington Business Corporation Act, Title 23B of the Revised Code of Washington.

Article I: Name

The name of the corporation is: ___________________________

Article II: Duration

The duration of the corporation is perpetual unless otherwise stated: ________________

Article III: Purpose

The purpose of the corporation is to engage in any lawful activity as permitted under the laws of the state of Washington: ____________________________________________.

Article IV: Registered Agent

The name and address of the registered agent are as follows:

  • Name of Registered Agent: ___________________________
  • Street Address: _____________________________________
  • City, State, ZIP Code: _______________________________

Article V: Incorporators

The name and address of each incorporator are as follows:

  1. Name: ___________________________ | Address: ___________________________
  2. Name: ___________________________ | Address: ___________________________
  3. Name: ___________________________ | Address: ___________________________

Article VI: Share Structure

The total number of shares that the corporation has authority to issue is: ____________.

Article VII: Initial Board of Directors

The number of directors constituting the initial board of directors is: ____________.

Article VIII: Limitation of Director Liability

To the fullest extent permitted by Washington law, the liability of directors for monetary damages to the corporation or its shareholders is limited: ____________.

Article IX: Indemnification

The corporation shall indemnify to the fullest extent permitted by law any individual made a party to a proceeding because of their position as a director or officer of the corporation: _____.

IN WITNESS WHEREOF, these Articles of Incorporation have been executed this ____ day of ___________, 20___.

______________________________

Signature of Incorporator

______________________________

Title

______________________________

Date

Misconceptions

Understanding the Washington Articles of Incorporation form is crucial for anyone looking to establish a corporation in the state. However, several misconceptions can lead to confusion. Here are four common misunderstandings:

  • Misconception 1: The Articles of Incorporation are the only requirement for forming a corporation.
  • This is not true. While the Articles of Incorporation are essential, additional steps are necessary. These include obtaining an Employer Identification Number (EIN), registering for state taxes, and adhering to local business licenses and permits.

  • Misconception 2: Filing the Articles of Incorporation guarantees immediate approval and operational status.
  • Filing does not automatically mean your corporation is operational. The state must review and approve the application. Only after this approval can you begin conducting business under your corporation's name.

  • Misconception 3: Any name can be used for the corporation as long as it is included in the Articles of Incorporation.
  • This is misleading. The chosen name must comply with specific naming rules set by the state. It cannot be similar to existing entities, and it must include a designation like "Corporation," "Incorporated," or an abbreviation thereof.

  • Misconception 4: Once filed, the Articles of Incorporation do not need to be updated or amended.
  • This is incorrect. Changes in the corporation, such as alterations in the business structure, address, or management, require amendments to the Articles of Incorporation. Keeping this document current is vital for legal compliance.

How to Use Washington Articles of Incorporation

After completing the Washington Articles of Incorporation form, you will need to submit it to the Secretary of State's office along with the required filing fee. Ensure that you have all necessary information ready before you start filling out the form to avoid delays.

  1. Visit the Washington Secretary of State's website to access the Articles of Incorporation form.
  2. Choose the appropriate form based on your corporation type (e.g., profit or nonprofit).
  3. Fill in the name of your corporation. Ensure it complies with Washington naming requirements.
  4. Provide the principal office address. This must be a physical address, not a P.O. Box.
  5. Enter the name and address of the registered agent. This person or entity will receive legal documents on behalf of the corporation.
  6. Specify the purpose of your corporation. Be clear and concise about what your business will do.
  7. Indicate the duration of the corporation. This can be perpetual or for a specified period.
  8. List the names and addresses of the initial directors or incorporators.
  9. Sign and date the form. The signature must be from an authorized person, typically one of the incorporators.
  10. Review the form for accuracy and completeness before submission.

Once the form is filled out and reviewed, you can submit it online or by mail, depending on your preference. Keep a copy for your records.