Washington Articles of Incorporation (Form w/ Notes)

This is a form of Articles of Incorporation for the State of Washington. The notes and various options provided on this form are not the only options available, but solely my selection of some that incorporators may want to consider when forming a corporation in WA.

Articles of Incorporation

of

[________________], Inc.

Name

1.   The name of the corporation is [_____________], Inc (the “Corporation”).

Registered office and agent

2.   The address of the Corporation’s registered office in the State of Washington is [_____], county of [_____]. The name of the Corporation’s registered agent at such address is [__________].

Purpose and powers

3.   The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the Washington Business Corporation Act R.C.W. 23B, as the same exists or may hereafter be amended (the “Washington Law”).

Capital Stock

4.   The total number of shares of capital stock the Corporation shall have authority to issue is [10,000,000], consisting of:

(i) [9,000,000] shares of common stock, par value of $[0.0001] per share (the “Common Stock”); and

(ii) [1,000,000 shares of preferred stock, par value of $[0.0001] per share (the “Preferred Stock”)].

Each holder of Common Stock, as such, shall be entitled to one vote for each share of Common Stock held of record by such holder on all matters on which shareholders are entitled to vote.

The Board of Directors is hereby authorized from time to time, without shareholder action, to provide for the issuance of Preferred Stock in one or more series not exceeding in the aggregate the number of Preferred Stock authorized by these Articles, as amended from time to time, and to determine the preferences, limitations, voting powers, and other rights or restrictions, if any, with respect to each such series, and the number of shares constituting each such series.

Before the Board of Directors shall issue Preferred Stock of any series, an amendment to these Articles of Incorporation determining the terms of the series of Preferred Stock shall be filed with the secretary of state in accordance with the Washington Law and shall become effective without any shareholder approval.1

Preemptive Rights

5.   The shareholders of the Corporation shall have no preemptive rights under the Washington Law to acquire any securities issued by the Corporation. 2

Incorporator

6.   The name and mailing addresses of the person(s) to serve as the incorporator is:

Name:

Mailing Address & Phone:

   

Board of Directors

7.   The business and affairs of the Corporation shall be managed by or under the direction of a Board of Directors.

The number of directors constituting the entire Board of Directors will be specified in the bylaws properly adopted by the Corporation.

Directors will be elected at each annual meeting of shareholders, and will hold office until such director’s successor is elected and qualified or there is a decrease in the number of directors.

There shall be no cumulative voting in the election of directors.3

Election of directors need not be by written ballot unless the bylaws of the Corporation so provide, and may be by shareholder consent.

Any vacancies on the Board of Directors as a result of newly created directorships, from the death, resignation, disqualification, removal of a director, or any other cause shall be filled only by the affirmative vote of a majority of the remaining directors4 , even though such number may be less than a quorum, or by a sole remaining director, unless there are no directors in office in which case vacancies shall be filled by a special election by shareholders, or with respect to any vacant office elected by a voting group of shareholders.

Any director or the entire Board of Directors may be removed from office at any time, [with or without cause][solely for cause]5, by the affirmative vote of the holders of at least a majority of the voting power of the issued and outstanding shares of capital stock of the Corporation then entitled to vote in the election of directors, subject to rights of any shareholders of Preferred Stock then outstanding.

Bylaws

8.   The Board of Directors shall have the power to adopt, amend or repeal the bylaws of the Corporation.

Shareholder Meetings

9.   Meetings of shareholders may be held within or without the State of Washington, as the bylaws of the Corporation may provide.

Special meeting of shareholders may be called solely by (i) the chair or a majority of the Board of Directors, (ii) the principal executive officer of the Corporation, or (iii) shareholders representing at least [ten – twenty-five]6 percent of the total voting power of shares entitled to vote on the issue proposed to be considered at the special meeting.

Shareholder Approvals without a Meeting

10.   Shareholders may take any corporate actions permitted or required to be taken at a shareholder meeting by consent approved by shareholders entitled to vote on and holding the minimum number of votes required to approve such actions, and complying with the requirements of the Washington Law and the bylaws of the Corporation.7

Limitation on Director Liability

11.   A director of the Corporation will not be personally liable to the Corporation or its shareholders for monetary damages for conduct as a director, except for liability of the director for (i) acts or omissions that involve intentional misconduct by the director or a knowing violation of law by the director, (ii) conduct violating Section .08.310 of the Washington Law, or (iii) 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 Washington Law is amended in the future to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the full extent permitted by the Washington Law, as so amended, without any requirement of further action by the shareholders.

Indemnification and Advancement of Expenses

12.   The Corporation shall indemnify any individual made party to a proceeding because the individual is or was a director of the Corporation and shall advance and reimburse such individuals expenses incurred in advance of the final disposition of such proceeding to the fullest extent not prohibited by applicable law now or hereafter in force and without regard to the limitations in Section .08.510 through Section .08.550 of the Washington Law, except for liability of a director for (i) acts or omissions that involve intentional misconduct by the director or a knowing violation of law by the director, (ii) conduct violating Section .08.310 of the Washington Law, or (iii) any transaction from which the director will personally receive a benefit in money, property or services to which the director is not legally entitled.

Any amendment to or repeal of this Article shall not adversely affect any right or protection of an indemnitee with respect to any acts or omissions of such indemnitee occurring prior to such amendment or repeal.

Amendments to Articles of Incorporation

13.   The Corporation reserves the right to amend these Articles of Incorporation in any manner permitted by Washington Law. [Approval of any amendment to these Articles of Incorporation shall be approved by each voting group entitled to vote thereon by [a majority] 8 of all the votes entitled to be cast by that voting group].

[Notwithstanding the foregoing, any amendment to Articles [7, 11, 12, and this Article 13] shall be approved by each voting group entitled to vote thereon by [two-thirds] 9 of all the votes entitled to be cast by that voting group.

Mergers, Share Exchanges, Etc.

14.   Approval of a plan of merger or share exchange, authorization of the sale, lease, exchange or other disposition of all, or substantially all of the corporation’s property, otherwise than in the usual and regular course of business, and authorization of the dissolution of the corporation, shall be approved by each voting group entitled to vote thereon by [a majority / greater percentage]10 of all the votes entitled to be cast by that voting group.

I, THE UNDERSIGNED, for the purpose of organizing a corporation pursuant to the provisions of the Washington Business Corporation Act for the purpose of forming a corporation under the laws of the State of Washington, do make, file and record these Articles of Incorporation, and do certify that the facts herein stated are true, and I have accordingly hereunto set my hand this __ day of ____________, _____.

______________________________

Name:

Title:    Incorporator

[If serving as your own registered agent] I consent to serve as Registered Agent in the State of Washington for the above name corporation. I understand it will be my responsibility to accept Service of Process on behalf of the corporation; to forward mail to the corporation; and to immediately notify the Office of the Secretary of State if I resign or change the Registered Office Address.

______________________________

Name:   

Date:    

1 The board may be authorized in the Articles to designate another class or series of shares.

2 Unless provided for otherwise in the Articles, common stock holders have preemptive right to purchase new share issuances (other the equity compensation).

3 The opposite of DE, cumulative voting for directors is the default rule in WA.

4 Unless specified otherwise in the Articles, vacancies may be filled by shareholders or board. RCW 23B.08.100. 

5 The Articles may provide that directors can only be removed for cause. RCW 23B.08.080.

6 By default 10% of shareholder may call a special meeting, which percentage may be raised to 25%.

7 To authorize action by shareholders without a meeting by less than unanimous consent, this authorization must be in the Articles.RCW 23B.07.040. 

8 Two-thirds is the standard for any amendments to the Articles, which may be increased or lowered to not less than a majority.RCW 23B.10.030. 

9 If amendments to Articles are lowered to simple majority, may consider raising it back to 2/3 for this specific Articles.

10 two-thirds vote is default, may increased or lowered to majority.

Joe Skocilich

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