Washington Business Corporation Act defines Corporation or Domestic Corporation as a corporation incorporated for profit under the rules of the state of Washington and not a foreign corporation. One or more persons may act as the incorporator or incorporators of a corporation. Such corporations have the liberty to engage in any lawful business unless a more limited purpose is set forth in its articles of incorporation. Each corporation shall maintain a registered office and registered agent in the state of Washington. The registered office may be the same as any of its places of business.
A corporation has perpetual duration and succession in its corporate name. It has the same powers as a natural person to do all things necessary to carry out its business. Name of a corporation shall contain the word “corporation”, “incorporated”, “company” or “limited” or the abbreviation “corp.”, “inc.”, “co.” or “ltd. A corporation shall not contain language implying that the corporation is organized for a purpose other than that stated in its articles of incorporation.
The corporate existence of a corporation begins when the articles of incorporation are filed with the Secretary of State. After incorporation the initial directors shall hold an organizational meeting to complete the organization of the corporation by appointing officers and carrying on any other business brought before the meeting.
The incorporators, board of directors or shareholders of a corporation may adopt initial bylaws for the corporation. All corporate powers shall be exercised by or under the authority of its board of directors. The authority of the board of directors shall be subject to any limitation set forth in the articles of incorporation. Generally, the terms of the initial directors of a corporation expire at the first shareholders’ meeting at which directors are elected.
The articles of incorporation or bylaws may prescribe qualifications for directors. A director need not be a resident of the state of Washington or a shareholder of the corporation unless the articles of incorporation or bylaws so prescribe. A board of directors must consist of one or more individuals with the number specified in or fixed in accordance with the articles of incorporation or bylaws.. Unless the articles of incorporation or bylaws require a greater or lesser number, a quorum of a board of directors consists of a majority of the number of directors specified in or fixed in accordance with the articles of incorporation or bylaws.
The articles of incorporation shall prescribe the classes of shares and the number of shares of each class that the corporation is authorized to issue. If more than one class of shares is authorized the articles of incorporation shall prescribe a distinguishing designation for each class, and, prior to the issuance of shares of a class, the preferences, limitations, voting powers, and relative rights of that class must be described in the articles of incorporation
A corporation may hold the annual shareholders’ meeting in or outside this state at the place stated in or fixed in accordance with the bylaws. Failure to hold an annual meeting in one or more years does not affect the validity of any corporate action.