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 that includes a corporate designator such as 'Corporation,' 'Incorporated,' 'Company,' 'Corp.,' or 'Inc.' Use the Washington Secretary of State's online business name search tool to confirm the name is available and not already in use.
30 minutes
Appoint a Registered Agent
Designate a registered agent with a physical street address in Washington State (P.O. boxes are not acceptable) who is available during normal business hours to receive legal and official documents on behalf of the corporation. The agent can be an individual resident or a registered commercial agent service.
15-30 minutes
File Articles of Incorporation
Prepare and file the Articles of Incorporation with the Washington Secretary of State either online through the Corporations & Charities Filing System (CCFS) or by submitting a paper form by mail. Required information includes the corporate name, registered agent details, number of authorized shares, and incorporator information.
1-2 hours
Pay the Filing Fee
Submit the $200 state filing fee along with your Articles of Incorporation. Online filings via CCFS can be paid by credit or debit card, while mail submissions require a check or money order payable to the Washington Secretary of State.
10 minutes
What's Next After Filing
Once your Corporation is officially formed, you'll want to complete these important steps:
- •Create Corporate Bylaws — Draft internal bylaws that govern how your corporation will operate, including rules for shareholder meetings, board of directors responsibilities, officer roles, voting procedures, and stock issuance. While not filed with the state, bylaws are legally required under Washington law (RCW 23B.02.060) and should be kept at the corporation's principal office.
- •Hold Organizational Meeting & Issue Stock — Conduct an initial organizational meeting of the board of directors to adopt bylaws, elect officers, authorize the issuance of shares of stock, and address other initial corporate matters. Document the meeting with formal minutes and issue stock certificates to shareholders.
- •Obtain EIN, Licenses & Register for Taxes — Apply for a federal Employer Identification Number (EIN) from the IRS, register with the Washington Department of Revenue for state business taxes (Washington has no corporate income tax but does impose a Business & Occupation tax), and obtain any required local business licenses through Washington's Business Licensing Service (BLS).
Advantages
- ✓Washington has no corporate income tax, which can be advantageous compared to many other states.
- ✓Shareholders enjoy strong limited liability protection, shielding personal assets from corporate debts and lawsuits.
- ✓Corporations can raise capital by issuing multiple classes of stock and attracting investors or venture capital more easily than other entity types.
- ✓S-Corp election is available for eligible Washington corporations, allowing pass-through taxation and potential self-employment tax savings for owner-employees.
- ✓A corporation structure adds credibility and professionalism, which can be beneficial when dealing with customers, vendors, and financial institutions.
Considerations
- •C-Corporations are subject to double taxation — the corporation pays federal corporate income tax on profits, and shareholders pay personal income tax again on dividends received.
- •Corporations require more formalities than LLCs, including maintaining bylaws, holding annual meetings, keeping minutes, and maintaining a clear separation between corporate and personal finances.
- •Formation and ongoing administrative costs, including annual report fees and potential registered agent fees, are higher than for sole proprietorships or general partnerships.
Annual Obligations
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