Form a Corporation in Washington
Everything you need to know about forming a Corporation in Washington. Filing fees, requirements, timeline, and step-by-step guidance.
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How to File
Choose a Corporate Name
Select a unique name for your corporation that includes a required designator such as 'Corporation,' 'Incorporated,' 'Company,' 'Limited,' or an abbreviation thereof. Search the Washington Secretary of State's business name database to confirm availability before filing.
30 minutes
Appoint a Registered Agent
Designate a registered agent with a physical street address in Washington State who will receive legal and official documents on behalf of the corporation. The registered agent can be an individual resident or a licensed registered agent service.
1-2 hours
File Articles of Incorporation
Prepare and file your Articles of Incorporation with the Washington Secretary of State through the online CCFS portal or by mail. The filing must include the corporate name, registered agent information, number of authorized shares, and incorporator details.
1-2 hours
Appoint Initial Directors and Hold Organizational Meeting
If directors were not named in the Articles of Incorporation, the incorporator(s) must appoint the initial board of directors. Hold an organizational meeting to adopt bylaws, elect officers, issue initial shares of stock, and establish corporate banking and recordkeeping procedures.
2-4 hours
What's Next After Filing
Once your Corporation is officially formed, you'll want to complete these important steps:
- •Draft and Adopt Corporate Bylaws — Create corporate bylaws that govern the internal operations of the corporation, including rules for board meetings, officer roles, shareholder rights, and voting procedures. While not filed with the state, bylaws are legally required under Washington law (RCW 23B.02.060).
- •Obtain an EIN and Open a Business Bank Account — Apply for a federal Employer Identification Number (EIN) from the IRS at no cost, which is required for tax filings, hiring employees, and opening a business bank account. Use the EIN to open a dedicated corporate bank account to maintain separation of personal and business finances.
- •Register for Washington State Taxes and Obtain Licenses — Register your corporation with the Washington Department of Revenue for the Business and Occupation (B&O) tax and any applicable sales tax obligations. Obtain a Washington State Unified Business Identifier (UBI) number and any required local business licenses through the Washington Business Licensing Service (BLS).
Advantages
- ✓Limited liability protection shields shareholders' personal assets from corporate debts and legal judgments
- ✓Corporations can issue multiple classes of stock, making it easier to attract investors and raise capital
- ✓Washington corporations can elect S-Corp tax status with the IRS to avoid federal double taxation and pass profits/losses to shareholders
- ✓Corporations have perpetual existence, meaning the business continues regardless of ownership changes or the death of a shareholder
- ✓Established corporate structure with defined governance (board of directors, officers) lends credibility with lenders, partners, and customers
Considerations
- •C-Corporations face potential double taxation — profits taxed at the corporate level and again when distributed as dividends to shareholders
- •Corporations require more formalities than LLCs, including maintaining bylaws, holding annual meetings, and keeping detailed minutes and records
- •Washington corporations are subject to the state's Business and Occupation (B&O) tax on gross receipts in addition to federal corporate income taxes
- •Higher administrative costs and complexity compared to sole proprietorships or partnerships, including professional fees for compliance and ongoing reporting
Annual Obligations
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