Washington C Corp Formation

Washington C Corporation Formation

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Steven S.

Steven Stark

392 reviews
For over 30 years, Steven Stark has offered counsel to non-profit organizations and private companies. He has a passion for helping small businesses in particular since he himself started several businesses of his own in New York and Florida. He understands the importance of small businesses having a reliable attorney to advise them about legal matters from their inception.
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Richard G.

Richard Gora

191 reviews
Looking for an attorney with experience? Richard Gora is the exact attorney you want. Having defended over 100 cases both in state and federal courts and working with clients from around the globe, Richard has an array of different experiences. His services are wide-ranging and include business litigation, securities litigations, employment litigation, and business counsel. Prior to founding Gora LLC, he worked for Finn, Dixon & Herling LLP for eight years.
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Joshua G.

Joshua Garber

255 reviews
Representing notable clients like Tesla and the City of Los Angeles, Josh Garber excels at helping clients with employment and labor laws. Many of his past clients have had great success using Josh for employment agreements and Division of Labor Standards Enforcement (DLSE) hearings. With his practical advice, he has even helped clients avoid going to court.
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Boyoon C.

Boyoon Choi

2 reviews
Boyoon Choi is a commercial contract attorney with more than five years of experience. She serves clients in the United States, as well as in Asia, and often deals with international legal matters. Boyoon is licensed to practice law in Washington, D.C. and obtained her legal degree from the Seattle University School of Law. In June 2012, Boyoon founded her own legal firm, Choi Capital Law PLLC. Prior to this position, she was a director at Choi Capital Ventures LLC.
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F. Ahmad D.

F. Ahmad Dean

2 reviews
An experienced attorney with over 15 years of legal experience, including 12 years of corporate and securities-related practice. Has successfully assisted dozens of compani... read more
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Paul B.

Paul Barrera

2 reviews
Paul is the founding attorney of North City Law. Paul offers business, estate planning, and probate advice and representation, as well as dispute resolution and litigation ... read more
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Heather M.

Heather Morado

2 reviews
Heather M. Morado counsels both emerging and established clients with regard to intellectual property, entertainment, and general business matters. Heather is the founder o... read more
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Sean N.

Sean Nelson

2 reviews
I am an attorney specializing in contracts pertaining to SaaS solutions and other technology- and commercial- related contract agreements. I also have experience with gener... read more
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Elizabeth B.

Elizabeth Breakstone

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Elizabeth helps her clients on a variety of commercial and intellectual property matters. Elizabeth has been on the in-house legal teams of technology companies and practic... read more
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Devon T.

Devon Thurtle Anderson

5 reviews
Devon graduated from Seattle University School of Law Magna Cum Laude, in the top 10% of her class. She is passionate about small business, assisting her clients in matters... read more
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Why use UpCounsel to form your C Corporation in Washington?

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Why use UpCounsel to form an C Corporation in Washington

Starting an C Corporation in Washington with a business startup attorney on UpCounsel is easy, informative, and cost-effective. In just three simple steps, our C Corporation attorneys will help you protect your business and personal assets, and help you organize your business for state and federal compliance for an C Corporation.

When forming an C Corporation in Washington with UpCounsel, the attorney you choose to help you will conduct a business name search for your Washington C Corporation and assist you in preparing your C Corporation Operating Agreement, along with providing other legal services based on your needs. Once your Articles of Incorporation have been prepared and successfully filed with the Washington Secretary of State, your Washington C Corporation has been formed and begins its existence as a corporate entity.

Choosing a Company Name for Your C Corporation

One of the first steps in the process of forming your C Corporation is to choose your business name.

The business name that you choose must contain the words "incorporated", "corporation", "limited", or "company", or the abbreviation "Corp.", "Inc., "Ltd." or "Co." It must be distinguishable (not the same as or deceptively similar to) the name of an S Corp or foreign C Corporation reserved or registered.

Your C Corporation name may contain the name of one or more members.

By using UpCounsel, you can choose several business names in order of preference. Your attorney of choice can then conduct a name check for your Washington S Corp before filing to see which names are available. Once you have chosen an available name, your chosen C Corporation attorney can help you properly register your name with the State of Washington .

Requirements for Forming a Washington C Corporation

Article of Incorporation: When forming an C Corporation in Washington, the Article of Incorporation must be filed with the Washington Secretary of State. Washington state law requires that certain information be included in your Article of Incorporation when forming your Washington C Corporation.

This information must include:

  1. The C-Corp's name and address.
  2. The C-Corp's registered agent's name, address, and signature.
  3. The C-Corp's effective date of Articles.
  4. The C-Corp's duration (either infinite or for a finite term).
  5. The number of shares the corporation is authorized to issue.
  6. The name(s) and address(es) of the C-Corp's incorporator(s).

Additionally, a Washington C Corporation formation generally requires inclusion and/or consideration of the following:

C Corporation Operating Agreement: Although the C Corporation Operating Agreement is not required with the Articles of Incorporation, it is a good idea for every C Corporation with more than one member to have one. The Articles of Incorporation may contain restrictions or prohibitions on the power of the members to adopt, amend, or repeal an operating agreement.

Membership: A C Corporation must have one or more members.

Eligibility Requirements: A natural person or an entity.

Procedure for Membership: The member may acquire an interest in the C Corporation directly from the C Corporation at the time of formation and, after formation, at the time provided in and upon compliance with the Articles of Incorporation or the operating agreement or, if not provided, only upon the vote of a majority in interest of the C Corporation members, excluding the vote of the person acquiring the membership interest, and only when the person becomes a party to the C-Corp's operating agreement.

Resident Agent needed for a Washington C Corporation

Remember every Washington C Corporations must have a registered agent in the state, which is the person or office designated to receive official state correspondence and notice if the company is "served" with a lawsuit. The statutory agent may be an Washington resident or business entity authorized to do business in Washington. However, the registered agent must have a physical Washington street address.

Washington Secretary of State

Once you create an C Corporations in Washington, the Washington Secretary of the Commonwealth will require that certain recurring responsibilities and duties be fulfilled. The most important of these are explained below.

For further information, contact the Washington Secretary of the Commonwealth.

Recurring Responsibilities and Duties for Washington C Corporations

Annual Report: Each C Corporation shall provide an annual report to the Washington Secretary of State regarding its financial condition to each of its members. The fee for filing is $69.

Records: Each Washington C Corporation must keep complete corporate records open to inspection at its principal office. For a detailed list of records required, please contact the Washington Secretary of State.

Business Licenses: Business licenses and/or permits are required for most businesses. Contact the Washington Secretary of the Commonwealth for specific licenses.

Incorporator's Statement: A signed "Incorporator's Statement" showing the names and addresses of the initial directors who will serve on the board until the first annual meeting of shareholders.

Filing Fees for a Washington C Corporation

The processing fee for the Article of Incorporation is generally about $180 but may be expedited online for additional fees. Also, the general fees for filing and reserving a C-Corp's name is $30. These fees can change so it would be best to check with the Washington Secretary of State on what the latest fees are. You may pay these fees in many different forms including cash, check, money orders, or debit and credit cards.

Taxes for a Washington C Corporation

Washington C Corporation shareholders do not report any of the business income and expense on their individual tax return. The corporation files tax returns and pays its income taxes (at generally lower tax rates than would individuals) while the individual shareholders report and pay personal income taxes only on monies paid them by the corporation. It should be noted that shareholders are required to pay personal income taxes on income from dividends paid by a C Corporation even though income taxes have previously been paid by the corporation. This leads to what is commonly referred to as "double taxation".

Washington state law follows federal law for income tax purposes. Therefore if a corporation is classified as an association taxable as a C Corporation for federal income tax purposes, so will it be taxable as a corporation for state tax purposes.

Federal Income Tax: For federal income tax purposes, a C- Corp is recognized as a separate taxpaying entity. A corporation conducts business, realizes net income or loss, pays taxes and distributes profits to shareholders.

Washington State Income Tax: Washington does not impose an income tax on businesses or individuals. Washington C Corporations are subject to Washington's Business and Occupation Tax.

Federal Tax Identification Number: Your corporation will need to obtain a federal tax identification number, which is also known as an Employment Identification Number (EIN). You do not need to get a new EIN after the corporation choose to become a C Corporation An EIN is similar to an individual's social security number. You will need an EIN for your C Corporation as long as there is one member, even if the C Corporation does not have employees. For certain tax filing requirements the attorney you choose on UpCounsel can help prepare your Federal Tax ID Application, if you have not done so already.

Start Your Business Off Right with an Affordable C Corporation Attorney in Washington

Start Your Company Off Right with Affordable C Corporation Attorneys in Washington

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