Know Your Business Goals

Before starting a business in Washington, make sure you have a firm understanding of your business goals. Not only should you have a concrete grasp of your product or service, which key people you need in the business, and who your target market is, but you should also consider legal variables as well. Which entity type you want to use (limited liability company, sole proprietorship, corporation, etc.)? In which geographic areas do you want to conduct your business? Do you need to make a specific tax election? Which licenses does your business need? To answer these questions, it is always best to consult an attorney.

Research and Learn About Entity Type

If you have already decided which entity type to use, your first step is to file an initial report and obtain a certificate of formation from the Washington Secretary of State. Fortunately, Washington makes this process very easy. You’ll need to create a username and password with the Corporations and Charities Filing System, located here: https://ccfs.sos.wa.gov/#/.

File an Initial Report

If you have already decided which entity type to use, your first step is to file an initial report and obtain a certificate of formation from the Washington Secretary of State. Fortunately, Washington makes this process very easy. You’ll need to create a username and password with the Corporations and Charities Filing System, located here: https://ccfs.sos.wa.gov/#/.

Once you’ve registered and logged in, use the navigation panel on the left side of the screen to “Create or Register a Business.” Follow the steps on the prompts, including entering your company’s contact information, registered agent, and entity type. Note: you may set your mailing address to any address you desire, but your registered agent’s address must be located within the State of Washington. The registered agent is the person or company who is authorized to accept service of legal documents on behalf of your business. You may use your own contact information for the registered agent or you may use a professional registered agent, such as an attorney.

Additional information about using the Corporations and Charities Filing System can be located here: https://www.youtube.com/watch?v=DA9Kxgg3WgI&feature=youtu.be.

Obtain and Save Your EIN

Once you have the business registered with the Washington Secretary of State, the next step is to apply for your Employer Identification Number (EIN) with the IRS. Like the Washington Secretary of State, the IRS has simplified this process with an electronic registration system here: https://www.irs.gov/businesses/small-businesses-self-employed/apply-for-an-employer-identification-number-ein-online. Again, follow the steps on the screen, entering your business address, responsible party’s social security number, date of registration, number of expected employees, etc. After completing the online process, you will be able to obtain your Employer Identification Number instantly. Think of your Employer Identification Number as the social security number of your business. You will want to save the Employer Identification Number because your bank will likely need it in order to open a company bank account. You will also need it for your tax filings later.

Register with the Washington Secretary of State

Once you have the business registered with the Washington Secretary of State, the next step is to apply for your Employer Identification Number (EIN) with the IRS. Like the Washington Secretary of State, the IRS has simplified this process with an electronic registration system here: https://www.irs.gov/businesses/small-businesses-self-employed/apply-for-an-employer-identification-number-ein-online. Again, follow the steps on the screen, entering your business address, responsible party’s social security number, date of registration, number of expected employees, etc. After completing the online process, you will be able to obtain your Employer Identification Number instantly. Think of your Employer Identification Number as the social security number of your business. You will want to save the Employer Identification Number because your bank will likely need it in order to open a company bank account. You will also need it for your tax filings later.

Draft Rules

One of the most important parts of forming any business is drafting the rules that govern how the company is operated. Depending on the entity type you have chosen, these rules may come in different forms and may allow for varying corporate flexibility. For example, the State of Washington has specific restrictions on what an incorporated entity’s bylaws can say. On the other hand, limited liability operating agreements offer a little more flexibility. These governing documents are designed to lay out the way the company is run, including how company leaders are selected, what powers they have, how often company meetings are held, how voting rights work, and how profit distributions are made. Along with the rest of the governing documents, it is often advisable to have some kind of record of which individuals are authorized to transact with the company’s bank account. Along with the EIN, a bank will likely need to see which persons have been officially recognized as having banking authority.

Because these documents can be fairly customizable, it is important to sit down with the other business owners and discuss the ins and outs of your corporate governance process. Consult an attorney for additional assistance. Please keep in mind that depending on your tax election, there may be additional limitations on how governing documents, such as limited liability company operating agreements, are drafted. For that reason, it is always recommended to also seek guidance from a tax professional before finalizing your company’s governing documents.

Find the Right Team of Corporate Advisors

Now that your company is formed, you can begin the next stages, such as opening a bank account, obtaining necessary insurance, entering into contracts on behalf of your company, and preparing employment related documents, such as employee handbooks. Because there are a multitude of variables and moving parts within any new business, it is critical to find the right team of corporate advisors, including accountants, insurance agents, and attorneys. Do not hesitate to contact Navigate Law Group to make sure you have the right people in place.

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Disclaimer

Every legal issue is very unique. Accordingly, the information in this blog is intended as general education material and not as legal advice. If you think you may have a legal issue you should consult an attorney.