Washington - Articles of Incorporation Washington (with Instructions)

Articles of Incorporation for a Washington corporation.

07/5/2013 Note: Currently, if you file on-line at the Washington Corporations Division's website you cannot upload these customized Articles of Incorporation. Instead, you will want to fax file your completed Articles of Incorporation if you do not want your corporation to be subjet to the Pre-emptive Rights and Cumulative Voting defaults in the Washington Corporations Act (see comments in
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ARTICLES OF INCORPORATION

OF

[COMPANYNAME]

Pursuant to RCW 23B.02.020 of the Washington Business Corporation Act (the “Act”), these Articles of Incorporation are filed for the purpose of forming a business corporation.

ARTICLE 1

NAME

The name of this corporation is[COMPANYNAME].

ARTICLE 2

PURPOSES

This corporation is organized for the purpose of engaging in any business, trade, or activity which may be conducted lawfully by a corporation organized under the Act.

ARTICLE 3

CAPITAL STOCK

This corporation is authorized to issue [#CommonShares] shares of common stock, $.0001 par value [Optional Non-Voting Shares - permitted even if the Company is to be an S-Corporation. Can be good for employee shares.], of which [#VotingShares] are voting shares and[#NonVotingShares] are non-voting shares [End Optional].

[Preferred Stock - Please consult a Washington attorney if you want the Company to issue Preferred Stock now or in the future.]

[Preemptive Rights Alternatives - Preemptive rights are automatic under Washington law unless expressly excluded. Automatic preemptive rights can be very problematic for raising any money. Please consult a Washington attorney if you think you might want preemptive rights to protect your ownership percentage from ever going down.]

ARTICLE 4

NO PREEMPTIVE RIGHTS

Except as otherwise provided by the Board of Directors, no preemptive rights shall exist with respect to shares of stock, or securities convertible into shares of stock, of this corporation.[OR]

PREEMPTIVE RIGHTS

Each shareholder shall have preemptive rights to acquire additional shares which may be issued by this corporation to the extent preemptive rights apply to such shares under the Washington Business Corporation Act.

[End Alternatives]

[Cumulative VotingAlternatives - Cumulative voting is automatic under Washington law unless expressly excluded. Automatic Cumulative Voting can be very problematic for raising any money. Please consult with a Washington attorney if you think you might want Cumlulative Voting rights to ensure that you are always a director. It is generally better to achieve that result through a voting agreement than having it subject to a 2/3rds shareholder vote to change it in the Articles.]

ARTICLE 5

NO CUMULATIVE VOTING

At each election for directors, every shareholder entitled to vote at such election has the right to vote in person or by proxy the number of shares held by such shareholder for each director to be elected. No cumulative voting for directors shall be permitted.[OR]

CUMULATIVE VOTING

At each election for directors, every shareholder entitled to vote at such election shall have the right to vote in person or by proxy, the number of shares owned by the shareholder for as many persons as there are directors to be elected, or to accumulate votes by giving one candidate as many votes as the number of such directors to be elected multiplied by the number of such shareholder’s shares shall equal, or by distributing such votes on the same principle among any number of such candidates.

[End Alternatives]

ARTICLE 6

BYLAWS

Both the Board of Directors and the shareholders shall have the power to adopt, amend or repeal the corporation’s Bylaws and to adopt new Bylaws.

ARTICLE 7

DIRECTORS

The number of directors of this corporation shall be determined, and may be increased or decreased from time to time, in the manner specified by the Bylaws. The term of the initial directors shall be until the first annual meeting of the shareholders or until their successors are elected and qualified, unless removed in accordance with the Bylaws. The initial members of the Board of Directors are:

Name

Address

[Director#1Name]

[Director#1Address]

[Director#2Name]

[Director#2Address]

[Director#3Name]

[Director#3Address]

[Director#4Name]

[Director#4Address]

[Director#5Name]

[Director#5Address]

ARTICLE 8

REGISTERED AGENT AND OFFICE

This corporation’s initial registered agent, and the address of its initial registered office, in the State of Washington, are as follows:

Initial Registered Agent

Initial Registered Office

[RegAgentName]

[RegAgentAddress]

ARTICLE 9

INCORPORATOR

The name and address of the incorporator are as follows:

Name

Address

[OrganizerName]

[OrganizerAddress]

ARTICLE 10

LIMITATION OF DIRECTORS' LIABILITY

A director shall have no liability to the corporation or its shareholders for monetary damages for conduct as a director, except for acts or omissions that involve (1) intentional misconduct by the director, (2) a knowing violation of law by the director, (3) conduct violating RCW 23B.08.310, or (4) for any transaction from which the director will personally receive a benefit in money, property or services to which the director is not legally entitled. If the Act is amended after the filing of these Articles of Incorporation to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director shall be eliminated or limited to the full extent permitted by the Act, as so amended, and the Bylaws of this corporation. Any repeal or modification of this Article shall not adversely affect any right or protection of a director of this corporation existing at the time of such repeal or modification for or with respect to an act or omission of such director occurring prior to such repeal or modification.

ARTICLE 11

INDEMNIFICATION OF DIRECTORS AND OFFICERS

To the fullest extent permitted by the Bylaws and Washington law, this corporation is authorized to indemnify any of its directors and officers. The Board of Directors is entitled to determine the terms of indemnification, including advance of expenses and to give effect to such items in the Bylaws, by approval of agreements, or by any other means approved by the Board of Directors. Any amendment to or repeal of this Article shall not adversely affect any right of a director or officer with respect to any indemnification arising prior to such amendment or repeal.

Dated: [DocumentDate]

[OrganizerName], Incorporator

CONSENT TO SERVE AS REGISTERED AGENT

[RegAgentName], a Washington resident, hereby consents to serve as Registered Agent, in the State of Washington, for [COMPANYNAME]. I understand that as agent for that corporation, I will be responsible to (1) receive service of process in the name of the corporation, (2) forward all mail to the corporation, and (3) immediately notify the office of the Secretary of State in the event of its resignation, or of any changes in the registered office address of the corporation.

Dated: [DocumentDate]

________________________

[RegAgentName]

Registered Office:

[RegAgentAddress]

3

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