How To Co-op?

Articles of Incorporation

Articles of Incorporation are the legal document you have to file with your state (speaking from the US here) in order to become a business. For us in Washington State, there are 4 kinds of legal structures. I personally had analysis paralysis looking at these. In the end I think all 4 are legitimately right answers. They just have different levels of complexity, different tools.

What we ended up going with is the 23.78 Employee Cooperative Corporation. It looks more intimidating than a technical design document but it's really saying just a few main things:

  1. Member-Workers must be the owners — no other kind of person gets to vote on the fate of the business or control how it works.
  2. Members can share in surplus (revenue after all costs) according to their patronage (percentage of work they perform), which is highly flexible.

To get things going officially you have to file those Articles with the Secretary of State for your State (at least in our case in Washington State). It required a printed out piece of paper put in an actual envelope and handed to a human 'letter carrier'. A more 'normal' corporation gets to just fill out an online form, but such is life.

I couldn't find any documents, templates online — really just had to go for it. Here is what we ended up with, which was accepted by the state and now we are a legal corporation (I'm glossing over 1 correction we needed to write by email, which was resolved in a day).

Washington State Articles of Incorporation

Business Entity Name: Punch Up Games Cooperative Initial Registering Agent: [redacted — my name and address] Initial Registering Agent Email: chris@punch-up-games.org (preferred) Initial Registering Agent Phone: [redacted — don't call me!] UBI Number: We do not already have one. We are requesting one. Period of Duration: Punch Up Games will exist perpetually Effective Date: Date of Filing
Punch Up Games Cooperative is an Employee Cooperative Corporation formed under RCW 23.78. The purpose of the cooperative is developing and distributing entertainment media, including but not limited to video game software.
This corporation's authorized shares shall consist solely of one class of voting stock designated as "Membership Shares" pursuant to RCW 23.78.050. Membership Shares are issued to Full Time or Part Time Employees according to the requirements of the Cooperative's Bylaws. Each Member shall own exactly One Non-Transferrable Membership Share. This share entitles them to vote as defined in our bylaws and to net earnings declared as patronage allocations which shall be distributed to Members in proportion to their patronage, at times and in amounts defined in the Bylaws. At filing we are authorizing 10,000 member shares without par value. We are authorizing no other class of capital stock.
Initial Incorporators: [redacted — 3 incorporators including myself: names, addresses, phone numbers, and digital signatures]
CONSENT TO SERVE AS REGISTERED AGENT I hereby consent to serve as Registered Agent in the State of Washington for the named business. I understand it will be my responsibility to accept service of process, notices, and demands on behalf of the business; to forward mail to the business; and to immediately notify the Office of the Secretary of State if I resign or change the Registered Office Address. _______________________________ 04/27/2026 [signature redacted]

If you're considering this for your own co-op — the document above is the whole thing. It is not as scary as the statute it points to. Read RCW 23.78, write your version, mail it in.

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