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Prepared by U.S. Legal Forms, Inc. Copyright 2016 - U.S. Legal Forms, Inc.The contents of this package are as follows:1. Statutory References 2. Introduction and Law Summary 3. Forms List 4. Notes on Downloading the Forms 5. Notes on Completing the Forms 6. Instructions and Steps 7. Accessories 8. Disclaimer STATE OF WASHINGTON PROFESSIONAL SERVICE CORPORATION Control Number: WA-00INC2 PROFESSIONAL SERVICE CORPORATIONfor State-Licensed Professionals STATE OF WASHINGTON Electronic Version Statutory References REVISED CODE OF WASHINGTON , Title 18, Chapter 18.100 (Professional Service Corporation Act) REVISED CODE OF WASHINGTON, Title 23b (Washington Business Corporation Act) Introduction and Law Summary A Washington professional corporation organized to engage in the practice of a state-lice nsed profession is subject to the provisions of the Washington Business Corporation Act and the Washington Professional Service Corporation Act. When there is a conflict between these t wo acts, the provisions of the Professional Service Corporation Act prevail. Additionally, a Washington professional corporation is subject to the regulations of the Governing Board or other governing entity for that profession. A "professional service" is defined as any type of personal service to the public which requires as a condition precedent to the rendering of such service the obtaining of a license or other legal authorization. A "professional corporation" is a corporation which is organized for the purpose of rendering a professional service. An "eligible person" means an individual, corporation, partnership, fiduciary, qualified trust, association, government agency, or other entity, that is eligible to own shares issued by a professional corporation. An "ineligible person" is any individual, corporation, partnership, fiduciary, trust, association, government agency, or other entity which for any reason is or becomes to own shares issued by a professional corporation and includes a charitable remainder unitrust or charitable remainder annuity trust that is or becomes an ineligible person. An individual or group of individuals duly licensed or otherwise legally authorized to render the same professional services within Washington may organize and become a shareholder or shareholders of a professional corporation for pecuniary for the purpose of rendering a professional service. One or more of the legally authorized individuals must be the incorporators of the professional corporation. Professional corporations must render professional service and exercise its authorized powers under a name permitted by law and the professional ethics of the profession in which the corporation is so engaged. The corporate name of a professional service corporation must contain either the words "professional service" or "professional corporation" or the abbreviation "P.S." or "P.C." The corporate name may also contain either the words "corporation," "incorporated," "company," or "limited," or the abbreviation "corp.," "inc.," "co.," or "ltd." No corporation organized may render professional services except through individuals who are duly licensed or otherwise legally authorized to render such professional services within Washington. Clerks, secretaries, bookkeepers, technicians, and other assistants employed by a professional corporation who are not usually and ordinarily considered by custom and practice to be rendering professional services to the public for which a license or other legal authoriza tion is required are not required to be licensed. Each shareholder of a professional corporation must be personally engaged in the practice of the profession in Washington and be duly licensed or otherwise legally authorized to practice the profession in Washington. At least one officer and one director of the corporation must be duly licensed or otherwise legally authorized to practice the profession in Washington or eac h officer in charge of an office of the corporation in Washington must be duly licensed or otherwise legally authorized to practice the profession in Washington. Subject to the provisions of § 18.100.118, all directors and all officers other than the secreta ry and the treasurer of a professional corporation must be duly licensed or otherwise legally authorized to render the same specific professional services in Washington or any other sta te as those for which the corporation was incorporated. If all of the outstanding shares of a professional corporation are held by an administrator, executor, guardian, conservator, or receiver of the estate of a former shareholder, or by a transferee who received such shares by operation of law or court decree, such administrator, executor, guardian, conservator, receiver, or transferee for a period of twelve months following receipt or transfer of such shares may be a director, officer, or shareholder of the professional corporation. Nothing contained in the Professional Service Corporation Act is to be interpreted to a bolish, repeal, modify, restrict or limit the law now in effect in Washington applicable to the professional relationship and liabilities between the person furnishing the professional service s and the person receiving such professional service and the standards for professional conduct. Any director, officer, shareholder, agent or employee of a professional remains personally and fully liable and accountable for any negligent or wrongful acts or misconduct committed by him or by any person under his direct supervision and control, while rendering professional services on behalf of the corporation to the person for whom such professional services were being rendered. The corporation is liable for any negligent or wrongful acts of misconduct committe d by any of its directors, officers, shareholders, agents or employees while they are engaged on behalf of the corporation in the rendering of professional services. No professional service corporation is allowed to engage in any business other than the rendering of the professional services for which it was incorporated. However, a professional corporation may invest its funds in real estate, personal property, mortgages, stocks, bonds, insurance, or any other type of investments. No professional corporation may issue any of its capital stock to anyone other than the trustee of a qualified trust or an individual who is duly licensed or otherwise legally authoriz ed to render the same specific professional services within Washington or any other state as those for whic h the corporation was incorporated. With the exception of qualified trusts, a proxy, voting trust, or other voting agreement with respect to shares of a professional corporation is not valid unless all holders thereof, all trust ees and beneficiaries thereof, or all parties thereto are eligible to be shareholders of the corporation. Unless a director, officer, shareholder, agent or employee of a professional corporation who has been rendering professional service to the public is legally qualified at all time s to render such professional services within at least one state in which the corporation conducts business, he or she must immediately sever all employment with and financial interests in the corporation forthwith. A corporation's failure to require compliance with this statutory provision constitute s a ground for the forfeiture of its articles of incorporation and its dissolution. No shareholder of a professional may sell or transfer his or her shares in the corporation except to the trustee of a qualified trust or another individual who is eligible to be a sha reholder of the corporation. Any transfer of shares in violation of this statutory restriction is void, except for transfers made by operation of law or court decree. If a shareholder of a professional corporation dies, or a shareholder, charitable remainder unitrust, or charitable remainder annuity trust becomes ineligible to be a shareholder of a professional corporation, or the shares of the corporation are transferred by operation of law or court decree to an ineligible person, those shares are less than all of the outstanding shares of the corporation, then those shares may be transferred to remaining shareholders of the corporation or may be redeemed by the corporation pursuant to terms stated in the articles of incorpora tion or by laws of the corporation, or in a private agreement. In the absence of any such terms, suc h shares may be transferred to any individual eligible to be a shareholder of the corporation. If these shares are not redeemed within twelve months after the death or disability of a deceased or ineligible shareholder, such shares must be deemed to be shares with respect to which the holder has elected to exercise the right of dissent described in Chapter 23B.13 of the REVISED C ODE OF WASHINGTON and has made written demand on the corporation for payment of the fair value of such shares. The corporation must forthwith cancel the shares on its books and the deceased shareholder or ineligible person must have no further interest in the corporation other than the right to payment for the shares as is in Chapter 23B.13 of the REVISED CODE OF WASHINGTON. PRIOR TO RESERVING A CORPORATE NAME OR FILING THE ARTICLES OF INCORPORATION FORMING A PROFESSIONAL CORPORATION, YOU SHOULD CONTACT THE GOVERNING BOARD/COMMISSION FOR YOUR PROFESSION TO CONFIRM THAT YOU ARE IN COMPLIANCE WITH ALL OF THE GOVERNING BODY’S RULES AND REGULATIONS. * * * Forms List The following forms are available for download with this package. WA-NAMERESV: Application for Reservation of Entity Name  WA-00INCP: Articles of Incorporation  WA-PC-TL: Sample Transmittal Letter  WA-PC-OM: Sample Organizational Minutes  WA-PC-BL: Sample Bylaws  US-IRS-SS-4 : Application for Federal Tax Identification Number & Instructions  US-IRS-2553 : Election of “S” Corporation Status & Instructions  WA-PC-AM : Sample Annual Minutes  WA-PC-CR : Sample Corporate Notices of Meetings, Resolutions, Simple Stock Ledger & Certificate Instructions on using the forms are either included with the forms and/or found in the Steps to Incorporate section, below. * * * Notes on Downloading the Forms In order that we can provide you with the most up to date forms at all times, all forms are located on our servers for you to down load, complete and print. Downloading instructions are provided and we will assist if you have any problems. From the download page, the easiest procedure to download the forms is to right click on the form links and select “save target as” to save each form to your hard drive. You will have six days during which you can return to the forms download page to download the forms again if needed. You are advised to save the forms to your computer as soon as possible to avoid any problem with the six day limit. * * * Notes on Completing the Forms The forms in this package may be available in Adobe Acrobat (“.pdf”) and/or Microsoft Word (“.doc”) format. If available in .pdf format, the forms will contain “fillable” blanks which you can type directly into, and print. However, you can still print the form and fill in with a typewriter or by hand if you desire. If available in .doc format, the forms may contain “form fields” created using Microsoft Word. “Form fields” facilitate completion of the forms using your computer. They do not limit you ability to print the form “in blank” and complete with a typewriter or by hand. To c omplete the forms click on the gray shaded areas and type the information. For the separation agreeme nt complete the gray shaded areas and also make any other changes or additions to resolve all issues. If you do not see the gray shaded form fields, go the View menu, click on Toolbars, and then select Forms. This will open the forms toolbar. Look for the button on the forms toolbar that resembles a shaded letter “a”. Click in this button and the form fields, if present , will become visible. If there are no form fields, just type into the document, underlining if necessary, t o complete the form. Some forms may be “locked” which means that the content of the forms cannot be cha nged unless the form is unlocked. You can only fill in the information in the fields. If you need to make any changes in the body of the form, it is necessary for you “unlock” or “unprotect” the form. IF YOU INTEND TO MAKE CHANGES TO THE CONTENT, DO SO BEFORE YOU BEGIN TO FILL IN THE FIELDS. IF YOU UNLOCK THE DOCUMENT AFTER YOU HAVE BEGUN TO COMPLETE THE FIELDS, WHEN YOU RELOCK, ALL INFORMATION YOU ENTERED WILL BE LOST. To unlock click on “Tools” in the Menu bar and then selecting “unprotect document”. You may then be prompted to enter a password. If so, the password is “uslf”. That is uslf in lower case letters without the quotation ma rks. After you make the changes relock the document before you begin to complete the fields. Afte r any required changes relock the form, then click on the first form field and enter the require d information. You will be able to navigate through the document from form field to form fiel d using your tab key. Tab to a form field and insert your data. If you experience problems, please let us know. * * * Steps to Incorporate The practice of a state-licensed profession in the State of Washington is controlled, generally, by the statutory mandates set out in the statutes noted above, in statutes applicable to your profession, and by the rules and regulations established by the Washington Board or other governing entity for your profession. You should check with your governing entity to determine if there are any additional rules or regulations promulgated with which you must comply, any certificate of compliance or licensure you must obtain, etc. Step 1:See FORM: WA-NAMERESV APPLICATION FOR RESERVATION OF ENTITY NAME It is recommended that you reserve a corporate name in order to assure that your Articles of Incorporation are not rejected because the name you have selected is not available. You may skip this step and go to step 2, but if the corporate name you have selected is not available, the Articles of Incorporation will be returned to you. Professional corporations must render professional service and exercise its authorized powers under a name permitted by law and the professional ethics of the profession in which the corporation is so engaged. The corporate name of a professional service corporation must contain either the words "professional service" or "professional corporation" or the abbreviation "P.S." or "P.C." The corporate name may also contain either the words "corporation," "incorporated," "company," or "limited," or the abbreviation "corp.," "inc.," "co.," or "ltd." This form should be typed or printed or printed in dark ink.  You must file the original and one copy.  A corporate name must comply with the requirements and restrictions set out in the introduction above.  A name is reserved for a 180-day period.  The filing fee is $30.00 Mail or hand deliver your REQUEST FOR RESERVATION OF NAME along with a $30.00 filing fee (make check payable to the Washington Secretary of State), to Office of the Secretary of State Corporations Division 801 Capitol Way South PO Box 40234 Olympia, WA 98504-0234 Telephone: 360/753-7115 Step 2: See FORM: WA-00INCP APPLICATION TO FORM A PROFIT CORPORATION/ ARTICLES OF INCORPORATION Provide the name and daytime telephone number of the person to contact about the filing of the Application.  Provide the corporate name you have reserved. Use the name rules for a professional corporation. (Ignore the contrary language on the form itself.)  Provide the number of shares the corporation is AUTHORIZED to issue.  Indicate the class(es) of share the corporation will issue. NOTE: THIS FORM PACKET PROVIDES ONLY FOR THE ISSUANCE OF COMMON STOCK!  Indicate whether the corporation's existence will be effective with filing or on a specific date. Unless there is a good reason to do otherwise, the corporation should be effective with filing.  You should attach a page which includes this information: "This corporation is a Professional Service Corporation and is formed to engage in the practice of [your profession]."  Provide the name and STREET address of the registered agent for the corporation. You may also provide a P.O. Box address if you want to.  NOTE: The registered agent must sign, print his/her name, and enter the date in the space provided.  Provide the name and address of each incorporator. You need only one incorporator. The incorporator must be licensed to practice the profession in Washington.  Have the Incorporator sign, print his/her name and title and date the Application.  The filing fee for APPLICATION TO FORM A PROFIT CORPORATION/ ARTICLES OF INCORPORATION is $175.00.  Prepare and file with the Secretary of State the original and one copy of the Application. Mail the original and one copy of the APPLICATION TO FORM A PROFIT CORPORATION/ARTICLES OF INCORPORATION , along with a $175.00 filing fee (make check payable to the Washington Secretary of State), to Office of the Secretary of State Corporations Division 801 Capitol Way South PO Box 40234 Olympia, WA 98504-0234 A cover letter to send with the APPLICATION TO FORM A PROFIT CORPORATION/ARTICLES OF INCORPORATION is below. Make sure you include an original and one copy in order to have a copy returned to you. See FORM: WA-PC-TL SAMPLE TRANSMITTAL LETTER Step 3: Upon return of the Articles of Incorporation, conduct an Initial meeting at which time directors and officers are elected, by-laws are adopted, and other action is taken. See FORM: WA-PC-OM SAMPLE ORGANIZATIONAL MINUTES See FORM: WA-PC-BL SAMPLE BY-LAWS Step 4: Apply for a Federal Tax Identification Number. This is done with form IRS-SS- 4. Mail to your regional IRS office. See Supplemental Form: US-IRS-SS-4 APPLICATION FOR FEDERAL TAX ID & INSTRUCTIONS Step 5: If you elect Subchapter S status so that the corporation income and losses will pass to the shareholders, complete and file form 2553 with the Internal Revenue Service. It is important that this form be filed timely or the corporation will have to pay the C Corporation tax rate. See Supplemental Form: US-IRS-2553 ELECTION OF S-CORPORATION STATUS & INSTRUCTIONS Step 6: Open a Corporate bank account and conduct business. Step 7: Hold an annual meeting of the directors and shareholders at least once a year t o elect directors and officers for the upcoming year and to take action as needed. See FORM: WA-PC-AM General: For your convenience, additional forms are included such as Sample Corporate Notices of Meetings, Resolutions, Simple Stock Ledger & Certificate. See Supplemental Form: WA-PC-CR * * * Accessories U. S. Legal Forms, Inc. offers the following corporate accessories: Corporate Seal: If you would like to order a corporate seal call U.S. Legal Forms, Inc. at (601) 825-0382. Engraved with your name: $24.95 plus shipping, or see http://www.uslegalbookstore.com/officeproducts/ Corporate Books: See http://www.uslegalbookstore.com/officeproducts/ Imprinted (or blank) Lithographed Stock Certificates: Preview: http://www.uslegalforms.com/images/cert2.gif Order for your state: http://www.uslegalforms.com/stock-certificates.htm * * * Disclaimer THESE MATERIALS ARE PROVIDED "AS IS" WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND INCLUDING WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT OF INTELLECTUAL PROPERTY, OR FITNESS FOR ANY PARTICULAR PURPOSE. IN NO EVENT SHALL U. S. LEGAL FORMS, INC. OR ITS AGENTS OR OFFICERS BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION) ARISING OUT OF THE USE OF OR INABILITY TO USE THE MATERIALS, EVEN IF U.S. LEGAL FORMS, INC. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 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