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| 1. Minimum Number of Incorporators - One or more.
2. Eligibility Requirements - None.
3. Duties - Delivering articles of incorporation to the Secretary of State for filing.
4. Listing Requirements - The name and address of each incorporator.
5. Corporate Purpose: Washington allows a corporation to be formed for any lawful purpose(s).
6. Minimum Number of Directors - One or more.
7. Eligibility Requirements - The articles of incorporation or bylaws may list director qualifications. A director does not need to be a resident of this state or a shareholder of the corporation unless stated in the articles of incorporation or bylaws.
8. Listing Requirements - When incorporating in Washington, directors are not required to be listed in the Articles. Either the articles or the bylaws may specify the number of directors.
9. Officers are not required to be listed in the articles of incorporation.
10. The articles must list the number of shares the corporation is authorized to issue, including certain information on classes and the par value of each share.
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 info@coddan.co.uk |
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- DEAR VISITORS, If you want to become familiar with the description and the contents of Washington company formation packages, offered by our company and to find above, what kind of service is included in this or that Washington incorporation package, to get an idea about the price of annual renewal of the service, and about the general legal requirements to the company incorporation within foreign countries, please, select the package you need from the list, situated below the banner. The information in the banner will be renewed according to the package you've chosen.
Please note » The prices payable for the items that you order are clearly set out in the web site. There will be no contract of any kind between you and us unless and until we receive payment from you. We are not able to guarantee that any such filing will be acceptable to Secretary of State, nor are there any contractual obligation upon us to do so. If Secretary of State rejects incorporation or other electronic filing, we will credit your account with a full refund and the contract between us will be made void. Secretary of State does not offer a cancellation facility for the incorporation of companies or the electronic filing of documents. We will be unable to cancel any such submission on your behalf and will not refund any payment you have made. All prices shown at Coddan Web Site (www.coddan.co.uk) are in Great British pounds.
Live Help » Live Help is a real time "chat" feature which enables you to interact with a customer service representative without a phone call. Get answers to your questions while using our website. Clicking the "Live Help" button will start an on-line session with one of our representatives. Live Help is currently available during normal business hours. Outside of the above opening hours our business center will be closed. When you click on the button you will see an e-mail form that will allow you to send us a mail with your questions. Live Help is absolutely free! There are no hidden fees. We offer the service as a courtesy to our website visitors.
 Why Incorporate In Washington?
The main reasons to incorporate in Washington are lawsuit protection, credibility, tax savings, deductible employee benefits, anonymity, the ease of raising capital, creating a separate legal entity for personal protection, a Washington Corporation has a broad range of powers beyond that of a sole proprietorship, small claims court benefits, separate liability for corporate debts, and perpetual duration. When you incorporate in Washington you create a separate legal person. You are a shareholder. You can control the corporation. However, when the Washington business is sued you can be protected from being sued personally when you incorporate in Washington. When you incorporate in Washington with Coddan, we prepare and file your articles of incorporation with the Washington Secretary of State. To help you successfully incorporate in Washington, we also conduct a name search, assist you in the preparation of bylaws and provide other customized services corresponding to your needs. Once your articles of incorporation have been successfully filed, your Washington corporation begins its existence as a corporate entity.
- Incorporating in Washington Reduces Personal Liability
When you incorporate in Washington you form a separate person from the one or ones who own it. Therefore, when a Washington corporation is sued, there are provisions in the law to protect the owners (shareholders) and mangers (officers and directors) from personal liability. Once you do business with the public or have even one employee, you are wide open to legal liability. Year after year there are thousands of us who lose nearly everything we have due to personal liability with our unincorporated businesses. In addition, once you do incorporate it is important that your business follows certain, relatively simple, formalities so that it looks and acts like a corporation. It is reported that the United States has just five percent of the word's population and yet 70% of the world's lawyers. Legal experts agree that there are literally millions of lawsuits filed in the U.S. every year that would not be pursued overseas. Many of these lawsuits are filed by lawyers who must litigate just to survive. In addition to an overabundance of lawyers, the U.S. is one of the only civilized countries in the world that does not have a "loser pays" legal system. In other countries of the world, such as Canada and England, for example, the one who loses a lawsuit pays his or her own legal fees as well as those of the opponent. However, in the U.S. this scenario is much different. Even if a party to a lawsuit wins, he or she is still out his or her own legal expenses. What this means is that in the U.S. even if a defendant in a lawsuit wins he or she still loses. A Washington corporation can provide a legal shield between your business life and your personal life.
- Tax Advantages
There are more tax deductions available to Washington corporations than to businesses that are not incorporated. A few examples of the benefits you can enjoy when you incorporate in Washington include medical expenses, pension plan, business trips and entertainment. It is reported the group with the highest percentage of tax audits is the one that includes the Schedule "C" form filed by the self-employed. The audit rate for Washington corporations is much lower than the Washington self-employed. You may own and be employed by your Washington corporation at time same time, thus, eliminating the Schedule "C" self-employment return from your list of filed IRS tax documents. The IRS seems to give preferential treatment to corporations with regard to tax deduction.
- Deductible Employee Benefits
When you incorporate in Washington you can provide for a wide-array of tax deductions for you and your employees. Even a one-person Washington corporation can enjoy tremendous tax-deductible benefits such as health insurance deductions, travel deductions, automobile deductions, entertainment deductions, recreational facilities and many more. One of the most beneficial deductions is the pension plan or 401K. Money placed in a properly structured pension plan is tax deductible and the funds grow tax-free for retirement. These outstanding benefits alone can pay for a Washington corporation many times over.
- Anonymity
Owning an asset in your own name, such as a business, an investment property or an automobile, provides an easy target for one performing an asset search. Before initiating a lawsuit, it is quite common for an attorney to perform an asset search. If no assets can be located in your name this may decrease the chance that litigation will be pursued. Placing assets in the name of a Washington Corporation or Washington limited liability company may provide a cloak of privacy between you and those contemplating legal action against you. This privacy is enhanced when "nominee" officers and directors are listed. With the Companies Incorporated Nominee Privacy Service, you retain ownership and control of your company. However, you elect Companies Incorporated representatives (who have no control or ownership of your Washington company) to be listed as officers and directors in the public records.
- Raising Capital
There is a greater source of capital available to Washington corporations than to Washington partnerships or proprietorships. Because the Washington Corporation is separate from the owners, people tend to be more willing to invest money without accepting liability or responsibility for company business. The Forbes 400 list of wealthiest Americans are full of individuals who hold the highest percentage of their wealth through ownership of stock in corporations they or their family members started. Many sole-proprietorship or partnership businesses are sold for one to two times annual earnings. Whereas, many corporations are valued at between 12 to 25 times annual earnings or more.
- Separate Legal Entity Status
Because you and your Washington Corporation are two separate legal entities, lawsuits brought against your Washington Corporation do not need to affect you personally. When the Washington Corporation borrows money, there are measures such that you are not personally liable to repay the debt. A Washington corporation remains after the life of the owner(s). However, a sole proprietorship ceases to exist after the life of the owner.
- Separate Liability for Corporate Debts
A Washington corporation is separate from those who own it. If the Washington Corporation loses a lawsuit or has a debt it cannot pay, the Washington Corporation itself is responsible. The Washington Corporation can provide a strong shield to protect the personal assets of the officers, directors and shareholders. In contrast, with a sole proprietorship or partnership, the owners can lose personal assets in a business lawsuit. If the officers and/or directors have personally guaranteed corporate debts, of course, they can be held liable. In addition, the Washington Corporation must be established and operated properly for the corporate shield to remain in place. For maximum protection, it is legally prudent to treat the Washington Corporation as a separate legal entity. For example, it is important to pay corporate expenses with corporate money (or be sure the corporation promptly reimburses you for business expenses if you have paid them personally). Conversely, you would not pay your personal electric bill with corporate money. Instead, the corporation pays you a salary from the corporate checking account (which is a tax-deduction for the corporation). You deposit your salary check in to your personal checking account and use those funds to pay your personal electrical bill.
- Perpetual Duration
A Washington Corporation continues its life after the death of the owners. Therefore, when you incorporate in Washington you are creating a legal entity that can exist long after you are gone.
- Disadvantages of Incorporating
A Washington Corporation is formed when properly drafted documents are filed in the jurisdiction of incorporation. There are simple formalities that are followed (see below).
- Choosing The Structure Of Your Business Or Organization
You may operate your business or organization under any one of several organizational structures. Each type of structure has certain advantages and disadvantages that should be considered. You should contact an attorney, accountant, financial advisor, banker, or other business or legal advisors to determine which form is most suitable for your business or organization.
A Sole Proprietorship is one individual or married couple in business alone. Sole proprietorships are the most common form of business structure. This type of business is simple to form and operate, and may enjoy greater flexibility of management and fewer legal controls. However, the business owner is personally liable for all debts incurred by the business.
A General Partnership is composed of two or more persons (usually not a married couple) who agree to contribute money, labor, an/or skill to a business. Each partner shares the profits, losses, and management of the business, and each partner is personally and equally liable for debts of the partnership. Formal terms of the partnership are usually contained in a written partnership agreement.
A Limited Partnership is composed of one or more general partners and one or more limited partners. The general partners manage the business and share full in its profits and losses. Limited partners share in the profits of the business, but their losses are limited to the extent of their investment. Limited partners are usually not involved in the day-to-day operations of the business.
A Limited Liability Partnership is similar to a General Partnership except that normally a partner does not have personal liability for the negligence of another partner. This business structure is used most commonly by professionals such as accountants and lawyers.
A Corporation is a more complex business structure. As a chartered legal entity, a corporation has certain rights, privileges, and liabilities beyond those of an individual. Doing business as a corporation may yield tax or financial benefits, but these can be offset by other considerations, such as increased licensing fees or decreased personal control. Corporations may be formed for profit or nonprofit purposes.
Corporate Formalities. Washington Corporations have shareholders, officers and directors. One person can hold all positions in most states. A Washington corporation is also required to hold annual shareholders and directors meetings. Personal and corporate funds should not be commingled in the same account. If corporate formalities are not followed (e.g.. the corporation is not treated like a separate person from the owners), many states allow the owners, officers or directors to be held liable debts of the corporation. Corporate formalities, while necessary, are typically quite simple. So, when you incorporate in Washington, be sure to follow the simple procedures to keep your corporation in good standing. Companies Incorporated provides a list of corporate formalities for clients who utilize our service to incorporate in Washington.
Director Information: Minimum Number - One or more. Residence Requirements - No provision. Age Requirements - None. Directors are not required to be listed in the articles of incorporation.
Officer Information: Officers are not required to be listed in the articles of incorporation.
Stock Information: an increase in shares or par value does not affect initial filing fees.
Corporate Records. Articles of incorporation, bylaws, minutes of shareholders' meetings, financial statements for the past three years, all written communications to shareholders within the past three years, a list of names and addresses of current directors and officers, and the most recent annual report delivered to the Secretary of State must be kept at the principal office of the corporation.
Washington Limited Liability Company (LLC) and the Limited Liability Partnership (LLP)* are the newest forms of business structure in Washington. An LLC or LLP is formed by one or more individuals or entities through a special written agreement. The agreement details the organization of the LLC or LLP, including: provisions for management, assignability of interests, and distribution of profits or losses. Limited liability companies and limited liability partnerships are permitted to engage in any lawful, for profit business or activity other than banking or insurance.
Asset Protection. A lawsuit typically comes from one of two directions: business or personal. When your business is sued - someone slipping and falling in your place of business, getting into an automobile accident during working hours, for example - there are provisions in the law so that either a Washington LLC or a Washington corporation can protect you from being sued personally.
However, when you are sued personally - getting into an automobile accident during non-working hours and getting sued for more than your insurance coverage, for example, the LLC may provide better protection. A Washington LLC has members. A Washington corporation has shareholders. Corporate law allows your stock to be confiscated in a personal lawsuit. In contrast, there are provisions in the law such that when you are sued personally, your membership in your LLC may be protected from being taken away from you. This is one reason why the LLC has become the most popular choice for owing assets such as real estate.
- Duration of an LLC Compared to a Corporation
Unless the operating agreement says otherwise, the life of a Washington limited liability company (Washington LLC) may be limited upon the death, withdrawal or bankruptcy of a member. The laws of many states allow a limited liability company to have perpetual (continual) existence.
- Disadvantages of Organizing an LLC
A Washington LLC is formed when properly drafted documents are filed in the jurisdiction of incorporation. There are very simple formalities that are followed (see below).
- Summary Of Incorporation And Renewal Requirements
This is a summary of organisation and renewal requirements for Corporations, Limited Partnerships, Limited Liability Partnerships and Limited Liability Companies. Please remember, state law holds the corporation or other business entity responsible for the timely completion of all paperwork. You can avoid delinquency notices and costly penalty fees by completing all reports by the required deadlines.
- General Requirements
Domestic organizations (those formed in Washington) must file organizing documents with the Corporations Division at the Secretary of State's Office for review and approval before legal existence can begin. Two copies of the organizing documents (one with original signature) and fees should be sent directly to the Corporations Division.
Foreign organizations (those formed in a state other than Washington or in a foreign country) must submit two completed copies of an application for a Certificate of Authority to do Business in Washington. The application must be accompanied by proof of good standing issued by the state or other jurisdiction where the organization was originally formed.
A nonprofit corporation, such as a religious, social, charitable, or educational organization, must file two sets of Articles of Formation with the Corporations Division.
Limited partnerships beginning business in Washington must file a Certificate of Limited Partnership with the Corporations Division. Previous corporate and partnership certificates issued by county clerk's offices throughout the state have been transferred to the Secretary of State for centralized filing and access.
- Registered Agent
All corporations and limited liability companies, and out of state limited liability partnerships doing business in Washington must have a registered agent with a Washington State address. The registered agent may be an individual or any other organization registered by the Corporations Division to do business in Washington. The registered agent receives license renewals and other notices and forwards them to the organization. The agent also accepts legal papers served on the business entity. The organizing documents or application to do business in Washington must contain or be accompanied by a statement signed by the registered agent indicating consent to serve.
- Licensing, Renewals and Fees
The majority of organizations registered with the Secretary of State must annually pay an annual report fee and/or submit a list of officers and directors to the Corporations Division. For corporations that are for profit, the annual corporate license renewal/annual report fee is $50 plus a handling fee of $9. For nonprofit corporations, there is no annual corporate license renewal fee, but there is an annual report fee of $10. Limited liability companies must annually pay a license fee and file a list of members and managers. Limited liability partnerships must annually pay a license fee of $50.
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U.S.A. Services
Incorporate in Washington
£ 173.00
To register in Washington this package price includes (most popular for USA residents):
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