Prior to Forming a Corporation – Name Reservation and Registration
Before beginning the process of forming a corporation, it is important to first select a name and check its availability. The Washington Secretary of State maintains a record of all business entities authorized to transact business in Washington, and the name of any new corporation must be distinguishable from all of the other names already on record. A searchable database of registered names is available here: www.secstate.wa.gov/corps/.
The official corporate name chosen must also meet certain requirements so that the public will know that the entity is a corporation. It is important that those doing business with the corporation know that the corporation is subject only to limited liability. To make this clear, the corporation’s name must contain certain words and must not contain others:
The corporation’s name must contain at least one of the following:
· “corporation”;
· “corp.”;
· “company”;
· “co.”;
· “incorporated”;
· “inc.”;
· “limited”;
· “ltd.”.
The corporation’s name must not contain any of the following:
· “bank”;
· “banking”;
· “banker”;
· “trust”;
· “cooperative”;
· Any combination of “industrial” and “loan”;
· Any combination of “building”, “savings”, “loan”, “home”, “association” and “society”.
Once a name has been selected, the name can be reserved for 180 days by applying to the Secretary of State for a name reservation and paying a $30 fee. This reservation will ensure that, if you file the Articles of Incorporation within 180 days, the name will be available for the new corporation to register as its official corporate name.
In addition to an official corporate name, it is also important to decide what trade names a corporation will use. Any names that the corporation uses when conducting business, other than the official corporate name on its Articles of Incorporation, are considered “trade names.” All trade names must be listed on the Business License Application, which must be filed before conducting business in Washington (see Chapter 3 for more information about all business licenses and registrations required in Washington). A searchable database of registered trade names is available here: http://dor.wa.gov/. Note that there is a distinction in United States law between corporate or trade name registration and intellectual property law. Please see Chapter 13 for a detailed discussion regarding this topic.
The official corporate name chosen must also meet certain requirements so that the public will know that the entity is a corporation. It is important that those doing business with the corporation know that the corporation is subject only to limited liability. To make this clear, the corporation’s name must contain certain words and must not contain others:
The corporation’s name must contain at least one of the following:
· “corporation”;
· “corp.”;
· “company”;
· “co.”;
· “incorporated”;
· “inc.”;
· “limited”;
· “ltd.”.
The corporation’s name must not contain any of the following:
· “bank”;
· “banking”;
· “banker”;
· “trust”;
· “cooperative”;
· Any combination of “industrial” and “loan”;
· Any combination of “building”, “savings”, “loan”, “home”, “association” and “society”.
Once a name has been selected, the name can be reserved for 180 days by applying to the Secretary of State for a name reservation and paying a $30 fee. This reservation will ensure that, if you file the Articles of Incorporation within 180 days, the name will be available for the new corporation to register as its official corporate name.
In addition to an official corporate name, it is also important to decide what trade names a corporation will use. Any names that the corporation uses when conducting business, other than the official corporate name on its Articles of Incorporation, are considered “trade names.” All trade names must be listed on the Business License Application, which must be filed before conducting business in Washington (see Chapter 3 for more information about all business licenses and registrations required in Washington). A searchable database of registered trade names is available here: http://dor.wa.gov/. Note that there is a distinction in United States law between corporate or trade name registration and intellectual property law. Please see Chapter 13 for a detailed discussion regarding this topic.