Form a S-Corp in Washington
Everything you need to know about forming a S-Corp 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 S-Corporation that complies with Washington state naming rules, must include a designator such as 'Inc.', 'Corp.', or 'Incorporated', and must be distinguishable from existing entities. Search the Washington Secretary of State's business name database to confirm availability.
30 minutes
Appoint a Registered Agent
Designate a registered agent with a physical street address in Washington state who is authorized to receive legal documents and official correspondence on behalf of the corporation. The registered agent can be an individual resident or a registered commercial agent service.
15 minutes
File Articles of Incorporation
Prepare and file Articles of Incorporation with the Washington Secretary of State, either online via the Corporations Division portal or by mail. The filing must include the corporate name, registered agent information, number of authorized shares, and incorporator details, along with the $200 filing fee.
1-2 hours
Obtain a Business License
Apply for a Washington State Business License through the Department of Revenue's Business Licensing Service, which serves as the unified application for state and most local business licenses. The base fee is $90 plus any applicable city/county endorsement fees.
1 hour
What's Next After Filing
Once your S-Corp is officially formed, you'll want to complete these important steps:
- •Obtain an EIN and File IRS Form 2553 — Apply for a federal Employer Identification Number (EIN) from the IRS at no cost, then file IRS Form 2553 (Election by a Small Business Corporation) to elect S-Corporation tax status. The election must be filed by March 15 for it to take effect in the current tax year, or within 75 days of incorporation.
- •Adopt Bylaws and Hold an Organizational Meeting — Draft corporate bylaws governing the corporation's internal operations, including meeting procedures, officer roles, and shareholder rights, then hold an initial organizational meeting of the board of directors to adopt the bylaws, elect officers, and issue shares of stock.
- •File Annual Reports and Maintain Compliance — Washington S-Corporations must file an Annual Report with the Secretary of State each year by the corporation's anniversary date. Additionally, ensure ongoing compliance with Washington state tax obligations including Business and Occupation (B&O) tax filings with the Department of Revenue.
Advantages
- ✓Pass-through taxation eliminates federal corporate income tax at the entity level, with profits and losses flowing directly to shareholders' personal tax returns.
- ✓Washington has no state personal income tax, which means S-Corp shareholders pay no state-level income tax on their pass-through S-Corp income—a significant advantage over many other states.
- ✓Shareholders who are active in the business can reduce self-employment tax exposure by splitting income between reasonable salary and shareholder distributions.
- ✓S-Corporations offer limited liability protection, shielding shareholders' personal assets from business debts and legal liabilities.
Considerations
- •S-Corporations face strict IRS eligibility restrictions, including a maximum of 100 shareholders, only one class of stock, and shareholders must be U.S. citizens or permanent residents, limiting growth flexibility.
- •Washington's Business and Occupation (B&O) tax applies to gross receipts regardless of profitability, meaning even unprofitable S-Corps may owe B&O taxes.
- •S-Corporations require more administrative formality than LLCs, including maintaining bylaws, holding annual meetings, keeping detailed corporate minutes, and issuing stock—increasing compliance burden and costs.
Annual Obligations
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