How to Form a Professional Corporation in Washington (2023 Guide)

*Please note that the following article is a general overview of the process of forming a professional corporation in Washington. Consult with a legal professional or seek professional advice for specific information related to your unique situation.*

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Introduction

Forming a professional corporation in Washington can be an excellent option for professionals looking to establish a business entity that provides certain liability protections. However, the process can be complex and time-consuming if not properly executed. In this guide, we will walk you through the important steps involved in forming a professional corporation in Washington.

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What is a Professional Corporation?

A professional corporation (PC) is a specific type of corporation that is formed by professionals engaging in law, medicine, accounting, architecture, engineering, or certain other professional services. A PC, often denoted by "PC" or "P.C." at the end of its business name, allows professionals to enjoy the protections of a corporation while maintaining their personal professional licenses. It provides limited liability protection, separating personal assets from business liabilities.

Step 1: Choose a Name

The first step in forming a professional corporation is choosing a name. The name should comply with Washington's naming requirements. It should be distinguishable from other businesses registered in the state and without using restricted words or implying unauthorized practice of law or medicine.

Step 2: Obtain Professional Licenses

Before forming a professional corporation, you must obtain the necessary professional licenses required to provide your specific professional services in Washington. This step is crucial, as it establishes your eligibility to form a PC. Consult the relevant licensing authority in your field to understand the requirements and obtain the appropriate licenses.

Step 3: Draft Articles of Incorporation

The next step involves drafting the Articles of Incorporation. The Washington Secretary of State provides a template for professional corporations, which includes specific language required for PCs. These articles typically include information such as the corporation's name, purpose, address, registered agent, and the names and addresses of its incorporators.

Step 4: Appoint a Registered Agent

A registered agent is a person or entity designated to receive official documents on behalf of the corporation. In Washington, a registered agent must have a physical address within the state. You can appoint yourself or hire a professional registered agent service to fulfill this role.

Step 5: File the Articles of Incorporation

Once the Articles of Incorporation are ready, you need to file them with the Washington Secretary of State. Along with the articles, you will need to pay the associated filing fee. Online submission is typically the most convenient method, but you can also mail the documents if desired.

Step 6: Prepare Bylaws and Corporate Resolutions

After filing the Articles of Incorporation, it's essential to prepare bylaws, which are internal rules and regulations guiding the corporation's operations. These bylaws outline the rights and responsibilities of shareholders, directors, and officers. Additionally, corporate resolutions need to be adopted, establishing the initial actions taken by the corporation.

Step 7: Hold an Initial Board Meeting

Convene an initial board meeting with the chosen directors once the bylaws and corporate resolutions are in place. During this meeting, certain essential tasks must be accomplished, such as electing officers, approving bylaws, issuing shares, adopting a stock issuance agreement, and ensuring other compliance matters are addressed.

Step 8: Obtain Required Permits and Licenses

Depending on your professional services, you may need to obtain additional permits and licenses at the local, state, or federal levels. For instance, certain professions may require specific certifications or accreditation. Research and identify all the necessary permits and licenses required to legally operate your business.

Conclusion

Forming a professional corporation in Washington demands careful attention to detail. Following the necessary steps, such as selecting a suitable name, obtaining professional licenses, drafting articles of incorporation, appointing registered agents, and fulfilling all relevant filing and compliance requirements will set you on a path towards establishing a successful professional corporation.

While this article provides an overview, consulting with a legal professional and utilizing resources from the Washington Secretary of State's office is highly recommended during the formation process. With proper guidance, you can begin your professional practice with the advantages of limited liability and a structured business entity.

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C. Roubis - June 4, 2008