Information on how to Start a Nonprofit Corporation in Washington. To start Unincorporated Nonprofit Organization read: How to start an unincorporated nonprofit organization
You can consider downloading Nonprofits for Dummies that will take you through the entire process of starting and running a nonprofit organization in Washington.
Starting a nonprofit organization in Washington is governed by the
Chapter 24.03 of the Revised code of Washington titled Washington nonprofit corporation act.
Applicability of the Act
The provisions of the Act are applicable to starting of nonprofit corporations organized for any lawful purpose like athletic; charitable, civic;cultural; benevolent; eleemosynary; educational; fraternal; literary; patriotic; political; religious; social; scientific; agricultural; horticultural; animal husbandry; trade association (professional/commercial/industrial) or any similar organization.
This chapter is not applicable to starting of labor unions, cooperative organizations, and organizations in the banking or insurance sector – whether on not they are nonprofit in character.
Eligibility for starting a nonprofit organization in Washington
1) The documents for starting the organization must be submitted a person designated as the ‘incorporator’. The incorporator of a nonprofit organization in Washington can be one or more adult person(s) (18 years + of age) or a corporation.
2) The organization must have a valid street address of Washington. ( P.O Box address is not accepted). This address is the same as the address of the ‘registered agent’. A registered agent is a person who agrees to make himself available at the said address to receive notices and demands as a representative of the organization.
3) The registered office may but need not be the principal place of business for the organization.The principal place of business for a nonprofit organization may be outside Washington.
5) The minimum number of directors for a Washington nonprofit organization is one (1). Directors need not be residents of Washington.
Steps Involved in starting a nonprofit organization in Washington
Step1) Choosing a name for the nonprofit organization
Section 13.1-829 of the Washington non-stock corporation act prescribes the following guidelines for naming a Washington nonprofit organization –
1) The name of the nonprofit organization should not include suffixes “company,” “corporation,” “incorporated,” “limited partnership,” or “Ltd.,” “partnership,” or their abbreviations. A nonprofit organization MAY instead use corporate designators like “association,” “club,” “committee”, “foundation”, “fund”, “league”, “services”, “society,” or suffixes with similar import.
2) The name of the nonprofit organization should not be indicative of a purpose different than the purpose for which the nonprofit organization is being set up.
3) The name must be distinguishable from the names of other business entities on records of the business division of Washington.
Further recommended read: Naming a nonprofit – tips and rules. (opens in a new window)
Step 2) Drafting the Articles of incorporation
Article of Incorporation is the principal organizing document for nonprofit organizations. The Article lays down the details about the constitution and management of the organization.
As per chapter 4.03.025 of the revised code of Washington, the article of Incorporation of a Washington nonprofit organization MUST include :
(1) The name of the nonprofit organization as per requirements specified above.
(2) The duration for which the nonprofit organization is being formed (may be perpetual).
(3) Specific purpose or purposes for which the organization is being setup.
Optional Provisions in the Articles
The Articles of Incorporation may include any additional information not inconsistent with the laws and that is desired to be included.
The optional clauses that may be included in the Article of Incorporation are
(4) Provisions specifying procedures to be followed for distribution of assets in the event of the organization’s dissolution.
(5) The definition, limitation, and regulation of the powers of the corporation, the directors, and the members, if any;
(6) Provisions specifying the personal liability of a directors, members to the organization or its members.
(7) Address of the organization’s registered office and the name of its registered agent at such address.
(8) The number, names and addresses of board of directors of the organization.
(9) The name and address of all the incorporators of the organization.
(10) Any other provision desired to be included for governing and regulating the affairs of the nonprofit organization.
Download sample article of incorporation for Washington nonprofit
The office of secretary of states, Washington has prescribed a sample article of incorporation format for Washington NPO . (Click to download).
Modifications to the sample article of Incorporation
Please note that this format confirms to the requirements of state authorities but has the bare minimum clauses. The format does not include clauses required for obtaining federal tax exemption with the IRS.
Accordingly, NPOs MUST add the following clauses in the relevant columns of the Article.
Step 3) Filing the Articles of Incorporation
a) Executing the documents:
Duly filled in Article of Incorporation should be printed on blank white sheet of paper and signed at relevant place by all the incorporators of the organization.
The registered agent should also sign his consent to act as one at the relevant column.
b) Filing fee:
The filing fee for Nonprofit Articles of Incorporation in Washington is $30.00. Provisions for expedited filing service is available by paying and additional $50.00. If applying for expedited filing the envelope should be marked with the word “EXPEDITE”.
The fee is payable through checks or money orders made in favor of “Secretary of State”.
d) Where to file:
The Article of Incorporation duly signed along with a check for the filing fee must be mailed across to the to the corporations division of secretary of state of Washington at:
Secretary of State
801 Capitol Way S
PO Box 40234
Olympia WA 98504-0234
Queries any regarding incorporating a nonprofit organization in Washington can be discussed at 360-725-0377.
Time required – Incorporating a Non profit organization in Washington takes 2-7 days time from the date it is received at the office. Expedited filing can be completed in 1-2 days.
Birth of the Nonprofit organization – A Nonprofit corporation comes into formal legal existence in Washington on the date of successful filing of the Article of Incorporation.
The office of secretary of state Washington stamps the word “filed” on each page of the article along with a date and under the signature of the authorized signatory.
A duplicate copy of the article for the records of the nonprofit organization can be obtained by payment of additional fee.
Conclusion- We encourage new start ups to complete these formalities on their own as it introduces the applicant to the legal processes and systems that govern starting and running a nonprofit organization in Washington.
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