Washington Incorporation

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How to Incorporate in Washington

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If you’re looking to incorporate in Washington, you’re in the right place. This guide will help you file formation documents, get tax identification numbers, and set up your company records.


Paperwork Cost Time
  • Form ProfitArticles2010: Articles of Incorporation - Washington Profit Corporation
  • Initial Annual Report
  • Bylaws
  • IRS Form SS-4: Obtain an EIN
  • Form 2553: S-Corp Election, if desired
  • Form BLS-700-028: Washington Business License Application
  • Incorporation: $180 by mail or in-person. $230 expedited by mail or in-person. $200 online.
  • Initial Annual Report: $10
  • Washington Business License Application: $19, if required
  • Incorporation: ~2 months by paper. ~2-3 business days expedited paper or online.
  • Washington Business License Application: ~2 business days online. ~21 business days by mail.

How to Incorporate in Washington

1 Choose a corporate structure

Incorporating means starting a corporation. If you want to form an LLC, please see "How to Form an LLC in Washington".

Is your corporation for-profit or not-for-profit? If you are starting a nonprofit, please see "How to Start a Non-Profit Organization in Washington".

C-Corp and S-Corp refer to taxation with the IRS, not to legal structures. Your corporation is taxed as a C-Corp unless you file an election to be taxed as an S-Corp (explained below).

2 Check Name Availability

The legal name of your corporation may not conflict with any other registered name. Check availability of your desired name by conducting a name search.

Name Search:
Washington Secretary of State database search
Name Reservation:
Optional
Suffix:
Must contain the word "corporation," "incorporated," "company," or "limited," or the abbreviation "corp.," "inc.," "co.," or "ltd." RCW §23B.04.010
3 Appoint a Registered Agent

Identify the corporation’s Washington registered agent. This individual or company receives notice of lawsuit and other legal service for the corporation.

4 File Washington Articles of Incorporation

File the articles of incorporation to create your corporation.

Agency:Washington Secretary of State - Corporations Division
Form:

Articles of Incorporation - Washington Profit Corporation

Filing method:

Mail, in-person, or online

Agency fee:

$180 by mail or in-person. $230 expedited by mail or in-person. $200 online.

Turnaround:

~2 months by paper. ~2-3 business days expedited paper or online.

Law:

RCW §23B Washington Business Corporation Act

Notes:
  • The Secretary of State will issue your Unified Business Identifier (UBI) which is your state id across state departments.
5 File Initial Report

New corporations must file an Initial Annual Report within 120 days of incorporation:

Submit to:
Washington Secretary of State - Corporations Division
http://www.sos.wa.gov/corps/
Form:
Use the form the secretary mailed to you with your formation certificate or file online.
Filing Method:
Mail or online
Fee:
$10
Law:
RCW 23B.16.220
6 Establish Bylaws & Corporate Records

Your corporation must keep correct and complete books and records.

A corporation shall keep as permanent records minutes of all meetings of its shareholders and board of directors, a record of all corporate actions approved by the shareholders or board of directors by executed consent without a meeting, and a record of all corporate actions approved by a committee of the board of directors exercising the authority of the board of directors on behalf of the corporation.
RCW §23B.16.010

Your filed articles of incorporation are the first document for your corporate records. Your corporation will generate many other official records such as bylaws, meeting minutes, and your EIN.

Office supplies intended for a corporation will help you stay organized and save time. Optionally, get a corporate record book, seal, and document templates.

Draft bylaws (potentially using a template) which is the governing document for the corporation. The bylaws of a corporation may contain any provision for managing the business and regulating the affairs of the corporation to the extent the provision does not infringe upon or limit the exclusive authority of the board of directors under RCW 23B.08.010(2)(b) or otherwise conflict with this title or any other law, the articles of incorporation, or a shareholders' agreement authorized by RCW 23B.07.320. (RCW §23B.02.060). You will review and ratify the bylaws at your first board of directors meeting.

7 Appoint Initial Directors

The initial directors serve on the board until the annual meeting of shareholders (when directors are elected to the board). If the initial directors are not named in the articles of incorporation, they are appointed by the incorporator. The incorporator documents and signs this action for the corporate records.

8 Hold Organizational Meeting

Hold the organizational meeting of the incorporators or initial directors in compliance with RCW §23B.02.050. Keep minutes of this meeting.

The following state laws apply unless overridden by the organizational documents, where permissible.

Directors Officers
  • Number: One or more required.
  • Qualifications: None.
  • Quorum: Majority of directors, unless bylaws or articles of incorporations fix a different number. No less than one third.
  • As stated in the bylaws, but a minimum of one. One person may hold multiple offices. One officer is required to be responsible for maintaining corporate records.
9 Issue Stock Certificates

The owners may be issued stock certificates to serve as proof of ownership in the corporation. Remember to hold the first annual meeting of the shareholders (the owners of the corporation) according to bylaws and keep minutes of this meeting.

The following state laws apply unless overridden by the organizational documents, where permissible.

Shareholders Annual Shareholder Meeting
  • Qualifications: N/A
  • Stock Certificate: Not required.
  • Voting Trusts Allowed: Yes.
  • Required: Yes, unless directors are elected by written consent.
  • Action by written consent: Allowed if enough shareholders consent to equal the number required to take action by vote.
10 Get a Federal Employer Identification Number (EIN)

Your corporation must obtain an EIN regardless of whether it will hire employees.

Submit to:
Internal Revenue Service
http://www.irs.gov/
Form:
IRS Form SS-4
Guidance:
IRS Pub 1635: Understanding Your EIN
Filing Method:
Mail, phone, fax, or apply online with the IRS
Fee:
$0
Turnaround:
Immediately online
Notes:
The IRS website is only available during certain hours. Print your EIN before closing your session.
11 Get Washington State Tax Identification Numbers/Accounts

The Unified Business Identifier (UBI) issued to your corporation by the Secretary of State is also your organization's id with the Department of Revenue.

You must register with the Department of Revenue if you meet any of the following conditions:

  • Your business is required to collect sales tax.
  • Your gross income is $12,000 per year or more.
  • Your business is required to pay taxes or fees to the Department of Revenue.
  • You are a buyer or processor of specialty wood products.
Submit to:
Washington Department of Revenue
http://dor.wa.gov/
Guidance:
Washington Department of Revenue - New Business Tax Basics Booklet
Form:
Form BLS-700-028: Washington Business License Application
Filing Method:
Mail or online
Fee:
$19
Turnaround:
~2 business days online. ~21 business days by mail.
12 Consider Electing S-Corp Taxation

By default, your corporation is taxed as a C-Corporation. Some corporations, especially smaller ones, benefit from electing S-Corp tax treatment:

  • C-Corps suffer from double taxation: the corporation pays taxes on profits then members pay taxes on their distributions. If profits exceed $250,000 per owner, you provide employee benefits, or you will re-invest most of your profit in the business, you may benefit from the low tax rates on retained earnings under C-Corp treatment.
  • S-Corp treatment avoids double-taxation. It is generally the best choice for small businesses. To accomplish this, file Form 2553: S-Corp Election with the IRS.
13 Obtain Business Licenses & Permits

To run your business legally, you must obtain applicable licenses and permits. The easiest way to navigate the wide range of federal, state, and local requirements is to search by your business type and locality using the Small Business Administration Business License & Permit look-up tool.

14 Ongoing Filings to Maintain Your Corporation

You must file federal and state tax returns. You must also file:

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