Washington Corporate Code.

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Selected Washington Corporate Statutes

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• RCW 23B.04.010 Corporate name.
  (1) A corporate name:
  1. Must contain the word "corporation," "incorporated," "company," or "limited," or the abbreviation "corp.," "inc.," "co.," or "ltd.";
  2. Must not contain language stating or implying that the corporation is organized for a purpose other than those permitted by RCW 23B.03.010 and its articles of incorporation;
  3. Must not contain any of the following words or phrases: "Bank," "banking," "banker," "trust," "cooperative," or any combination of the words "industrial" and "loan," or any combination of any two or more of the words "building," "savings," "loan," "home," "association," and "society," or any other words or phrases prohibited by any statute of this state; ... .
• RCW 23B.02.020 Articles of incorporation.
  (1) The articles of incorporation must set forth:
  1. A corporate name for the corporation that satisfies the requirements of RCW 23B.04.010;
  2. The number of shares the corporation is authorized to issue in accordance with RCW 23B.06.010 and 23B.06.020;
  3. The street address of the corporation's initial registered office and the name of its initial registered agent at that office in accordance with RCW 23B.05.010; and
  4. The name and address of each incorporator in accordance with RCW 23B.02.010.
  (2) The articles of incorporation or bylaws must either specify the number of directors or specify the process by which the number of directors will be fixed, unless the articles of incorporation dispense with a board of directors pursuant to RCW 23B.08.010.
• RCW 23B.02.050 Organization of corporation.
  (1) After incorporation:
  1. If initial directors are named in the articles of incorporation, the initial directors shall hold an organizational meeting, at the call of a majority of the directors, to complete the organization of the corporation by appointing officers, adopting bylaws, and carrying on any other business brought before the meeting;
  2. If initial directors are not named in the articles, the incorporator or incorporators shall hold an organizational meeting at the call of a majority of the incorporators: (i) To elect directors and complete the organization of the corporation; or (ii) To elect a board of directors who shall complete the organization of the corporation.
  (2) Action required or permitted by this title to be taken by incorporators at an organizational meeting may be taken without a meeting if the action taken is evidenced by the consent of each of the incorporators in the form of a record describing the action taken and executed by each incorporator.
  (3) An organizational meeting may be held in or out of this state.
  (4) A corporation's initial report containing the information described in RCW 23B.16.220(1) must be delivered to the secretary of state within one hundred twenty days of the date on which the corporation's articles of incorporation were filed.

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