Form an S-Corp in Washington
Everything you need to know about forming an S-Corp in Washington. Filing fees, requirements, timeline, and step-by-step guidance.
Want this turned into your personalized S-Corp roadmap for Washington?
See it free, no account needed. Save it later to track every step, deadline, and what comes after forming an S-Corp.
How to File
Choose a Corporate Name
Select a unique business name that includes a required designator such as 'Inc.', 'Corp.', 'Incorporated', or 'Corporation'. 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 is available during normal business hours to receive legal documents and official correspondence on behalf of the corporation. The agent can be an individual or a registered commercial agent.
1-2 hours
File Articles of Incorporation
Prepare and file Articles of Incorporation with the Washington Secretary of State through the online portal (Corporations & Charities Filing System) or by mail. The filing requires the corporate name, registered agent details, number of authorized shares, and incorporator information.
1-2 hours
Create Corporate Bylaws
Draft corporate bylaws that outline the internal governance structure, including shareholder rights, board of director procedures, officer roles, and meeting requirements. While not filed with the state, bylaws are legally required to be maintained by Washington corporations.
2-4 hours
What's Next After Filing
Once your S-Corp is officially formed, you'll want to complete these important steps:
- •Hold Organizational Meeting & Issue Stock — Conduct the initial organizational meeting of the board of directors to adopt bylaws, appoint officers, and authorize the issuance of stock. Issue stock certificates to founding shareholders and document all actions in corporate minutes.
- •File IRS Form 2553 for S-Corp Election — Submit IRS Form 2553 to elect S-Corporation tax status with the Internal Revenue Service. This must be filed no later than 2 months and 15 days after the beginning of the tax year the election is to take effect, and all shareholders must sign the form. Washington does not require a separate state-level S-Corp election.
- •Obtain EIN, Licenses & Open Bank Account — Apply for a federal Employer Identification Number (EIN) from the IRS, register with the Washington Department of Revenue for state taxes and a business license (UBI number), obtain any required local permits, and open a dedicated corporate bank account to maintain proper separation of business and personal finances.
Advantages
- ✓Pass-through taxation avoids federal double taxation — corporate income, losses, deductions, and credits flow directly to shareholders' personal tax returns
- ✓Washington has no state personal income tax, making it especially advantageous for S-Corp shareholders who receive pass-through income without state-level income tax liability
- ✓Shareholder-employees can reduce self-employment tax liability by paying themselves a reasonable salary and taking additional profits as distributions not subject to payroll taxes
- ✓Provides limited liability protection, shielding shareholders' personal assets from business debts and legal judgments
- ✓Enhanced credibility and perpetual existence compared to sole proprietorships or partnerships, with a clear corporate structure attractive to investors and lenders
Considerations
- •Strict IRS eligibility requirements limit S-Corps to a maximum of 100 shareholders, only one class of stock, and shareholders must be U.S. citizens or permanent residents — restricting outside investment flexibility
- •More administrative burden than an LLC, including mandatory bylaws, annual meetings, corporate minutes, and stricter recordkeeping requirements that must be maintained to preserve liability protection
- •Washington's B&O gross receipts tax applies regardless of profitability, meaning the corporation owes tax even in years with no net income, which can be a disadvantage for early-stage or low-margin businesses
Annual Obligations
What OpenChamber Does
We don't file paperwork for you — we guide you through doing it yourself, which saves money and helps you understand your business from day one.
Personalized Checklist
Every task you need, organized by priority and tailored to Washington.
Vetted Professionals
When you need help, we connect you with professionals we trust.
Progress Tracking
Never lose track of where you are or what's next.
Track Your Progress
Get a personalized checklist for forming your S-Corp in Washington — and everything that comes after.
Get Your Free Checklist