How to Form a Professional Corporation in Washington (2024 Guide)

Forming a Professional Corporation in Washington

If you would like to start and learn how to form a corporation in Washington, there are a few things that you should do now. However, in a professional corporation, professionals must create a special organizational structure to establish a professional or service corporation. Among the appropriate professions to organize a professional corporation in Washington are accountants, physicians, engineers, architects, and attorneys.

Forming a professional corporation in Washington or any business organization needs a certain number of steps. In this article, Webinarcare Editorial Team is going to share those steps. Keep in mind that these are general procedures. Depending on local law, it may be modified. For instance, your professional corporation may be subject to city or county-based rules.

What is a Professional Corporation in Washington?

A professional service corporation (PSC), often known as a professional corporation (abbreviated as PC), is a particular type of organization that is permitted by state law to allow owners of specifically licensed professions to practice in the Washington. A professional corporation’s owner is answerable for their own negligence or wrongdoing but is not held personally liable for the actions of other owners. The abbreviation PC or P.C. is frequently used to denote professional corporations.

This structure allows professionals to enjoy some of the benefits and protections of a traditional corporation while maintaining their professional status and abiding by the regulations of their respective licensing boards.

LegalZoom is the recommended corporation formation if you are thinking of forming a professional corporation from scratch. However, you can always start an LLC in Washington, if you changed your mind.

WEBINARCARE EDITORIAL TEAM

How to Form a Professional Corporation in Washington

To form a Professional Corporation in Washington for the professional service you provide, you must follow a few steps that include verifying if you are qualified for a PC, naming your business, hiring a Registered Agent, filing the Articles of Incorporation, outlining an operating agreement, requesting for an EIN, opening a bank account, getting a business license, and filing for an Annual report and taxes.

Step 1: Verify If You Are Qualified for a Professional Corporation

In forming a professional corporation in Washington, you should know if you are qualified. There are specific professions that are allowed to form a professional service corporation, including-

To provide your service, you must be qualified and have a license. In most cases, you can now form a professional corporation after finishing your studies, passing the exam, and receiving your license. If you work in an industry that does not provide a license or professional certification, you should consider starting an LLC or corporation.

Step 2: Name your Professional Corporation in Washington

After you have decided to form a professional corporation in Washington, you must choose a name for your corporation. Here are some pointers to consider when naming your professional corporation.

  • The business name should have the word PC, frequently followed by the name of the principal owner in place of Inc or LLC. (Example. John Doe, MD, PC)
  • Limit of restricted words that need a license.
  • A unique name is needed with no match
  • No confusion with a government entity name.

In Washington, if you do not wish to file your professional corporation right away but want to hold the name that you have decided on, then you can reserve your corporation name for 180 days. You must file a name reservation application in the Washington Secretary of State to keep the name.

If not already present, a professional corporation, professional association, service corporation, or professional service corporation must be included in the name. You may register your business under a different legal name if your preferred legal name is unavailable. Once you’ve decided on a name, you can apply for Washington DBA (doing business as). This way, you can run a clinic or law firm under your name.

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Step 3: Choose the Washington Registered Agent

The next step in forming a professional corporation is hiring a Registered Agent, who accepts legal paperwork for your business. This person or business will receive important tax forms, legal documents, all notices of lawsuits, and other official government correspondence in Washington. Forming a professional corporation for your service will be easier if you have Registered Agent in Washington.

Alternatively, you can serve as your own Registered Agent if you have the time. Usually, in Washington, a Registered Agent costs is ranging from $50 – $150. To make it easier, you can hire Washington Registered Agent Services for your professional corporation.

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Step 4: File the Articles of Incorporation in Washington

After you hire a Registered Agent to form a professional corporation, the next step is to file the Washington Articles of Incorporation. In writing the Articles of Incorporation, the business name, owner’s contact information, corporation address, and Registered Agent contact information, should be written. Include the names of all co-owners as well. All owners must demonstrate that they have the necessary licenses to practice the profession in question.

Filing the Articles of Incorporation in Washington may be done with two methods, online and by mail. The Articles of Incorporation fee may vary from different state. However, in Washington, it costs $180 for online and by mail filing. Get the eForm from the SOS site, login/subscribe to the site, fill up the form, submit online. For offline filing, Send the form by mail to Secretary of State, Corporations Division. P.O. Box 40234.

Step 5: Write an Operating Agreement in Washington

An operating agreement in Washington is a document that contains all of your company’s organizational details. It is optional to draft an operating agreement in most states. Yet, having one as an internal document is strongly advised. The operating agreement includes information like-

  • About Business
  • Members and management
  • Capital contribution
  • Profit Distribution
  • Change of membership
  • Dissolution

Step 6: Designate the PC Board of Directors in Washington

The next step is to form the first board of directors for your PC in Washington. All of the initial directors must provide the owner with their contact information. The owner must keep records and submit them by the Washington Secretary of State. As a shareholder and owner, you must ensure that a provision for appointing a new director is included in the By-laws. In Washington, you must have One directors in forming your Professional Corporation.

Step 7: Write the Corporate Bylaws

Now that you are done forming the team of the board of directors, the next step is to draft corporate bylaws. Corporate bylaws are the basic rules that control a corporation. It includes the organization’s structure, processes, laws, and rules. As a result, all personnel, managers, and corporation members must obey the firm’s rules.

Creating comprehensive corporate bylaws requires specific knowledge about the company, its structure, and operations. However, I can provide you with a general outline of what corporate bylaws usually include. It is crucial to consult with Washington Business Attorney or a legal expert to ensure that your bylaws comply with the laws and regulations governing your jurisdiction and industry.

  • Name and Purpose of the Corporation
  • Registered Office and Agent
  • Shareholders
  • Board of Directors
  • Officers
  • Committees
  • Indemnification and Insurance
  • Conflict of Interest
  • Records and Reports
  • Amendments
  • Miscellaneous

Step 8: Hold the First Board of Directors’ Meeting

Gather the board of directors for the first meeting after drafting the corporate bylaws. This meeting will conclude with the appointment of directors to manage the company’s daily operations, approval of the bylaws, selection of the corporation’s financial reporting year, and approval of the stock issue. Minutes should be taken at all board meetings and kept with the company’s records.

Step 9: Request an EIN in Washington.

After the operating agreement’s documentation, you should get or request an Employer Identification Number (EIN) in Washington. The tax ID for your professional corporation will be an EIN. The Internal Revenue Service can provide an EIN (IRS). It has nine digits and is comparable to a social security number. Nevertheless, EIN is different from SSN. Only business-related tasks, primarily filing general taxes, are performed using it. The form needs to be filled out and submitted online to the IRS.

The application of an EIN in Washington can be through the following:

  • Apply Online- The online EIN application is the preferred method for customers to apply for and obtain an EIN.
  • Apply by Fax- Taxpayers can fax the completed Form SS-4 application to the appropriate fax number), after ensuring that the Form SS-4 contains all of the required information.
  • Apply by Mail- The EIN application Form SS-4 can be filed via mail. The processing time frame to receive the mail is four weeks.
  • Apply by Telephone-International Applicants – International applicants may call 267-941-1099 (not a toll-free number) from 6 a.m. to 11 p.m. (Eastern Time) Monday through Friday to obtain their EIN.

After you have your EIN number, you can benefit in several ways. It will give your professional corporation the absolute advantage necessary to operate at full capacity without encountering legal or judicial issues.

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Step 10: Open a Bank Account and Prepare for Taxes.

You should open a business bank account as soon as you have applied for and received your Employer Identity Number because you will use this account for yourself, your clients, and your staff. Check out the Best Banks in Washington for you to decide on which bank you are going to open an account.

Due to your organization’s increased legality and liquidity, having a US business bank account may make conducting business in Washington easier. Most banks require an EIN for businesses other than sole proprietorships to open a business bank account. Also, keeping your accounts separate will prevent you from merging your personal and business finances. Also, filing taxes is simpler when you have an EIN. You can expect to pay employee and corporate taxes when you form a professional corporation.

Step 11: Get a Business License in Washington

Before your professional corporation operates in Washington, you must have Washington Business License first. A business license is a formal document issued by a state government agency that allows you to conduct business in the geographic area governed by that agency. The cost of business licenses and permits in Washington ranges from $50 – $300. You must check with the local authorities to see if any special licenses or permits are required.

Step 12: File Your Taxes in Washington

Finally, you’ve arrived at the final process. Remember to file your taxes when you have obtained a business license and are ready to begin operations. To avoid a large tax bill, you should begin paying taxes quarterly as soon as possible. Each state has different tax requirements. Start examining the Washington tax classification for the taxes that an LLC in Washington must pay.

Main Characteristics of a Professional Corporation

In forming a Professional Corporation, the main characteristics must be distinguished before forming it. These are the general characteristics of forming a Professional Corporation in Washington.

  • Limited Liability Protection: A professional corporation provides its owners, shareholders, or members limited liability protection like a regular corporation. This means the shareholders’ personal assets are generally protected from business debts, obligations, and lawsuits, except in malpractice or professional negligence cases.
  • Washington Licensing Requirements: All shareholders must typically be licensed professionals in the same field in a professional corporation. The corporation must also comply with specific state regulations and licensing requirements that govern the profession.
  • Governance and Management: A professional corporation is governed by a board of directors, who the shareholders elect. The board appoints officers to manage the day-to-day operations of the corporation. All directors and officers must be licensed professionals in the same field as the corporation.
  • Taxation: Professional corporations are taxed as C corporations, where the corporation pays taxes on its income, and shareholders pay taxes on dividends received from the corporation. However, some professional corporations may be eligible for S corporation status, allowing pass-through taxation. Income, losses, deductions, and credits flow to the shareholders, who report this information on their income tax returns.
  • Restrictions on Ownership and Transfer of Shares: Professional corporations often restrict the ownership and transfer of shares to ensure that only licensed professionals in the same field can become shareholders. This helps maintain the professional nature of the corporation and adheres to state licensing requirements.
  • Malpractice Liability: While a professional corporation provides limited liability protection for general business debts and obligations, it does not shield shareholders from liability for their own malpractice or professional negligence. Shareholders can still be personally liable for their actions in providing professional services.

In summary, a professional corporation is a specialized corporate structure designed for licensed professionals, offering limited liability protection and a formal governance structure while adhering to state licensing requirements and regulations.

Maintain Professional and Business License in Washington

You must maintain or renew your professional license regularly now that you have established your professional corporation. Even if your company is well-established, it is only meaningful if you have a valid operating license. And it makes no difference if your professional license is still valid for a year or two, but your business license has already expired.

Make time at least once a year to check the status of your licenses. You won’t miss anything important this way. You can address any issues that arise.

Filing Annual Report in Washington

In Washington, you must submit a report. The owners’ and Registered Agent’s names and contact details are listed in the Annual Report. Also, it should include all of your yearly financial activity. You must submit the report every 1 year (last day of the anniversary month) in the Washington Secretary of State.

FAQs

What is a professional corporation in Washington?
A professional corporation in Washington is a corporation that is composed of professionals (such as lawyers, architects, and veterinarians) who are licensed by the state to provide professional services.
How can I form a professional corporation in Washington?
You can form a professional corporation in Washington by filing articles of incorporation with the Secretary of State’s office, obtaining a business license, and fulfilling any other requirements that your profession may have.
Is forming a professional corporation in Washington different from forming a regular corporation?
Yes, there are certain requirements and restrictions that apply specifically to professional corporations in Washington.
Can non-professionals be shareholders of a professional corporation in Washington?
No, only professionals who are licensed in Washington can be shareholders.
What types of professionals can form professional corporations in Washington?
Many types of licensed professionals in Washington can form a professional corporation, including doctors, dentists, chiropractors, lawyers, accountants, and engineers.
What are the advantages of forming a professional corporation in Washington?
Some advantages of forming a professional corporation in Washington include liability protection, tax benefits, and enhanced credibility in the eyes of clients.
What are the disadvantages of forming a professional corporation in Washington?
Some disadvantages of forming a professional corporation in Washington include increased administrative paperwork, higher costs, and more regulations to follow.
What is the process for filing articles of incorporation for a professional corporation in Washington?
The process for filing articles of incorporation for a professional corporation in Washington involves submitting the necessary forms and fees to the Secretary of State’s office, along with any supporting documents that may be required.
How long does it take to form a professional corporation in Washington?
It typically takes several weeks to several months to form a professional corporation in Washington, depending on the complexity of the process and any delays or complications that may arise.
What is the annual report requirement for professional corporations in Washington?
Professional corporations in Washington are required to file an annual report with the Secretary of State’s office, which includes updated information about the corporation’s officers, directors, shareholders, and other details.
Can I change the name of my professional corporation after it has been formed in Washington?
Yes, you can change the name of your professional corporation in Washington by filing a name change application with the Secretary of State’s office and fulfilling any other requirements that may be necessary.
What happens if I fail to file my annual report for my professional corporation in Washington?
If you fail to file your annual report for your professional corporation in Washington, your corporation may be suspended or dissolved, which could have serious consequences for your business.
Can I convert an existing corporation into a professional corporation in Washington?
Yes, you can convert an existing corporation into a professional corporation in Washington by following the necessary steps and procedures.
Can I have multiple professional licenses and practice multiple professions within my professional corporation in Washington?
Yes, you can have multiple professional licenses and practice multiple professions within your professional corporation in Washington, as long as all of the relevant licenses and requirements are met.
What is the maximum number of shareholders allowed in a professional corporation in Washington?
There is no maximum number of shareholders allowed in a professional corporation in Washington, although there may be limitations and restrictions based on your specific profession and licensing requirements.
Do professional corporations in Washington need to carry insurance?
Some professions may require professional corporations in Washington to carry insurance, while others may not. It is always a good idea to consult with an attorney or insurance professional to determine your specific requirements.
How do I dissolve a professional corporation in Washington?
To dissolve a professional corporation in Washington, you must file a certificate of cancellation with the Secretary of State’s office and fulfill any other requirements and obligations that may be necessary.
Can I be personally liable for my professional corporation’s debts and liabilities in Washington?
Generally, shareholders of professional corporations in Washington are not personally liable for the corporation’s debts and liabilities, provided that they follow all of the necessary corporate formalities and guidelines.
What is the minimum share requirement for a professional corporation in Washington?
There is no minimum share requirement for a professional corporation in Washington, although certain professions may have specific requirements or limitations.
Can I merge my professional corporation with another corporation in Washington?
Yes, you can merge your professional corporation with another corporation in Washington as long as all of the necessary procedures and requirements are followed.
Can a professional corporation own real estate in Washington?
Yes, a professional corporation can own real estate in Washington, provided that it follows all of the necessary legal and regulatory requirements.
What is the Washington State Board of Accountancy’s role in professional corporations?
The Washington State Board of Accountancy oversees the licensing and regulation of certified public accountants, as well as other accounting professionals who may form professional corporations.
Does Washington require professional corporations to obtain permits or certifications in addition to licenses?
Depending on your profession, you may need to obtain additional permits or certifications in addition to your professional license and corporation formation in Washington.
What should I consider when choosing a professional corporation name in Washington?
You should consider whether your chosen name is available for use, whether it is easy for clients and customers to understand and remember, and whether it accurately reflects your profession and services.
What is the Washington Health Care Facilities Authority and how does it relate to professional corporations?
The Washington Health Care Facilities Authority provides financing and other support to healthcare facilities, including professional corporations that provide healthcare services.
Does Washington recognize foreign professional corporations?
Yes, Washington recognizes foreign professional corporations that are formed in other states or countries and may require you to register your foreign corporation before being allowed to operate within the state.
What is the Washington Department of Licensing’s role in professional corporations?
The Washington Department of Licensing oversees the licensing and regulation of numerous professions and may have specific requirements and obligations for professional corporations operating within the state.
Can I convert my professional corporation into an LLC?
Yes, you can convert your professional corporation into an LLC, although there may be specific requirements and procedures involved in the conversion process.
Does Washington have any specific guidelines for how professional corporations should be managed?
Although Washington does not have strict regulations for how professional corporations should be managed, it is important to follow all of the necessary corporate formalities and procedures to avoid any legal or regulatory issues.
What types of professionals can form a professional corporation in Washington?
Washington allows licensed professionals who belong to specified professions, such as doctors, dentists, lawyers, architects, engineers, and veterinarians, to form a professional corporation.
What is required to form a professional corporation in Washington?
To form a professional corporation in Washington, you need to file articles of incorporation with the Washington Secretary of State and follow certain rules and regulations applicable to forming and operating such entities.
Is there a difference between a professional corporation and a regular corporation in Washington?
Yes, there is. Professional corporations in Washington have more specific requirements concerning the formation and operation than regular corporations. They also have some tax advantages that may not be available to regular corporations.
Can professionals from different fields form a professional corporation together in Washington?
No, professionals from different fields cannot form a professional corporation together in Washington. The state law requires that all the shareholders of a professional corporation must be licensed to provide the same type of professional services.
What are the benefits of forming a professional corporation in Washington?
There are several benefits to forming a professional corporation in Washington, including liability protection, tax advantages, professionalism perception, and continuity of business.
How is a professional corporation taxed in Washington?
Professional corporations in Washington must pay state business and occupation tax but are not subject to state or federal corporate income taxes. Instead, they issue 1099s to shareholders who report the company’s income on their individual tax returns.
Can a professional corporation convert to another business structure in Washington?
Yes, a professional corporation can convert to another business structure in Washington, such as a limited liability company (LLC) or a regular corporation, by following the conversion process outlined in state law and the company’s organizational documents.
What happens if a shareholder in a professional corporation leaves the company or dies in Washington?
In Washington, if a shareholder in a professional corporation leaves the company or dies, the shareholder’s shares will be transferred to another licensed professional who will meet the same qualification requirements set for all shareholders.
Are shareholders of a professional corporation in Washington personally liable for business debts?
In most cases, shareholders of a professional corporation in Washington are not personally liable for business debts, as long as they are not involved in any wrongdoing or fraud.
Can a professional corporation limit its liabilities in a malpractice lawsuit?
Yes, in Washington, a professional corporation can limit its liabilities in a malpractice lawsuit through liability insurance or a release or indemnification agreement with the client.
Can a professional corporation have non-professional employees in Washington?
Yes, a professional corporation can have non-professional employees in Washington as long as non-professional employees don’t participate in any professional aspects of the business.
Can a professional corporation in Washington do business in other states?
Yes, a professional corporation in Washington can do business in other states after it obtains all the necessary licenses to practice in those states unless prohibited by those state’s laws.
Who oversees professional corporations in Washington?
The Washington Secretary of State’s office oversees the formation and registration of professional corporations in Washington.
What are the ongoing requirements for a professional corporation in Washington?
A professional corporation in Washington must file annual reports with the Secretary of State, maintain its professional licenses, and comply with other applicable state and federal regulations.
Can a professional corporation in Washington operate under a fictitious name?
Yes, a professional corporation in Washington can operate under a fictitious name after registering the name with the Secretary of State.
Can shareholders in a professional corporation sell their shares to non-licensed individuals or entities in Washington?
No, shareholders in a professional corporation cannot sell their shares to non-licensed individuals or entities in Washington. Shares in a professional corporation can only be sold or transferred to another licensed professional.
Can a professional corporation in Washington provide services to the public outside their licensed areas of practice?
No, a professional corporation in Washington can only provide services within the scope of their licensed areas of practice and to specific services allowed by laws.
Can a professional corporation borrow money from non-licensed individuals or entities in Washington?
Yes, a professional corporation in Washington can borrow money from non-licensed individuals or entities, such as banks and other lending institutions.
How many incorporators does a professional corporation in Washington require?
A professional corporation in Washington requires at least one incorporator to form the company.
Can non-licensed individuals or entities own shares in a professional corporation in Washington?
No, non-licensed individuals or entities cannot own shares in a professional corporation in Washington unless allowed by law after a rigorous process.
What is the fee to form a professional corporation in Washington?
The fee to form a professional corporation in Washington is $200 for standard filing, $250 for expedited filing, and $50 for filing a name reservation.
Can an out-of-state professional corporation operate in Washington?
Yes, an out-of-state professional corporation can operate in Washington if it follows all the necessary procedures to operate legally.
Can a professional corporation in Washington have more than one business location?
Yes, a professional corporation in Washington can have multiple business locations authorized in their certificate of incorporation.
Can a professional corporation in Washington be structured as an S-corporation?
Yes, a professional corporation in Washington, similar to other Washington business structures, can elect to be an S-corporation as provided by law after meeting requirements.
Can an individual professional have multiple professional corporations in Washington?
Yes, an individual professional can have multiple professional corporations in Washington as long as each corporation is devoted to one specific profession in line with state requirements.
Does the Washington state law governing professional corporations vary from other states?
Yes, Washington state’s law on professional corporations varies in certain ways from other states’ laws as every state has its regulations on how to incorporate, maintain, and regulate professional corporation’s activities.

Also Read

How to Save Money While Forming Washington Professional Corporation

First and foremost, it is important to do your research and prepare all necessary documents yourself. Hiring a lawyer to handle the paperwork can be expensive, so if you are able to complete the necessary documents on your own, you can save a significant amount of money. There are plenty of resources available online that can guide you through the process and provide templates for articles of incorporation, bylaws, and other necessary documents.

Another way to save money is to register your business online instead of hiring a third party to file the paperwork for you. Washington state has an online portal where you can register your business for a fraction of the cost of hiring a service to do it for you. This can save you hundreds, if not thousands, of dollars in registration fees. Additionally, by registering online, you can ensure that all of your information is accurate and up to date, which can prevent costly mistakes and re-filing fees down the line.

When it comes to choosing a registered agent for your professional corporation, shop around for the best deal. Some registered agent services can charge exorbitant fees, so be sure to compare prices and look for a reputable company that offers competitive rates. It is important to note that you must have a registered agent in Washington in order to operate your professional corporation, so make sure to factor this cost into your budget when forming your business.

In addition to saving money on registration and legal fees, there are other ways to keep costs down when forming a professional corporation in Washington. One cost-effective option is to start as a sole proprietorship or partnership and then convert to a professional corporation once your business has grown and can afford the additional costs associated with incorporating. This can help you get your business up and running quickly and save you money on initial filing fees and legal expenses.

Finally, consider forming a professional corporation with other like-minded individuals to share the costs. By partnering with others, you can split the expenses associated with forming a corporation, such as legal fees, registration fees, and ongoing maintenance costs. Working together can not only save you money but also provide a support system as you navigate the process of starting and growing your business.

In conclusion, forming a professional corporation in Washington does not have to break the bank. By doing your research, completing the necessary paperwork yourself, registering online, shopping around for a registered agent, considering starting as a sole proprietorship or partnership, and forming a corporation with partners, you can save money and make the process more affordable. With careful planning and consideration, you can successfully start your professional corporation without breaking the bank.

Conclusion

In conclusion, forming a professional corporation in Washington is a strategic decision for licensed professionals who seek to combine their expertise and services under a single corporate entity. This business structure offers limited liability protection, a formal governance structure, and compliance with state licensing requirements. However, it also comes with certain restrictions on ownership, transfer of shares, and personal liability for professional malpractice. By carefully considering the advantages and disadvantages of a professional corporation, professionals can determine whether this structure aligns with their business goals, regulatory requirements, and risk management needs, ultimately contributing to a more organized, secure, and compliant professional practice.

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