Everything You Need to Know About Washington Corporations:
Washington Incorporation Options
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How to Incorporate in Washington
To start a corporation in Washington, you’ll need to do three things: appoint a registered agent, choose a name for your business, and file Articles of Incorporation with the Corporations and Charities Division. You can file this document online or by mail. The articles cost $180 to file ($200 online). Once filed with the state, this document formally creates your Washington corporation.
Per the Revised Code of Washington § 23B.05.010, every Washington corporation must appoint a registered agent. You don’t need to hire a registered agent, but if you do, make sure your registered agent will list their address on your articles wherever possible to ensure maximum privacy.
If you’re starting a new business, you probably already know what you want to name your corporation. But you’ll need to know if your preferred name is available. To find out, visit the Washington State SOS Corporation Search and browse until you find the perfect name for your corporation.
Once you know who your registered agent will be and what your corporation name is, you’re ready to file your Washington Articles of Incorporation. Follow along with our filing instructions below:
Filing the Washington Articles of Incorporation
Learn more about each Articles of Incorporation requirement below. Note that the information you provide becomes part of the public record—permanently.
Better yet, skip the form entirely and hire us to incorporate your Washington business. We provide a free business address to list whenever possible throughout the filing to better keep your personal address private.
1. UBI Number
Washington assigns businesses a Unified Business Identifier (UBI number) when they register with various state agencies. If you already have a UBI for your corporation from completing paperwork with other state agencies, select “Yes” and include that 9-digit number in this section. Odds are you don’t already have a UBI number though. In that case, select “No.” The state will give you one once your articles are approved.
2. Business Name
Your name must include “Corporation,” “Incorporated,” “Company,” “Limited,” or an abbreviation for one of these words such as “Corp” or “Inc.” If you reserved your business name, you can enter your name reservation as well (name reservations are not required).
3. Period of Duration
Want your corporation to continue indefinitely? Choose “perpetual.” Prefer to put a self-destruct timer on your business? List either an end date or an amount of time to exist. Tip: Most corporations are perpetual.
4. Effective Date
When do you want your business to start? You can either choose the date of filing or you can choose a specific start date up to 90 days in the future. Tip: Most corporations begin upon filing.
5. Registered Agent
Your Washington Registered Agent can be either a commercial registered agent (like Northwest) or a noncommercial agent. A noncommercial agent could be an individual, a business entity (but not your own), or a director/officer in your corporation. Your agent will also need to sign your articles to show they have consented to the position. If you have a noncommercial agent, you’ll also need to list the Washington street address where your agent will be available to accept legal notices. Have a commercial agent like Northwest? No need to write in our address—it’s already on file with the Secretary of State.
6. Corporate Shares
List the number of shares you’re creating. You must create at least one share. If you have multiple classes of shares, you’ll need to attach a description of each share type, including rights and limitations.
7. Return Address
When you incorporate in Washington, the confirmation regarding your specific filing will automatically be sent to your registered agent’s address. If you would like an additional copy sent to another address, you can list it here. Tip: Don’t forget that all the information in your articles becomes part of the permanent public record of your corporation. If privacy is a concern, you might not want to include a personal address.
8. Washington Incorporator
Your incorporator signs your Articles of Incorporation. Some people assume your incorporator must be a director or officer, but it can be whomever you authorize to submit your articles. Incorporators must include their names and addresses. Tip: We’ll be your incorporator when you hire Northwest to form your Washington corporation.
Why Have a Registered Agent Form Your WA Corporation?
Professionals in Washington hire registered agent services like Northwest Registered Agent for incorporation—but why?
Standard filing companies don’t have employees or offices in every state. But as a national registered agent, it’s a requirement for us, which is a benefit for our clients. We own our own building in Spokane, WA. We’re on a first name basis with the people who work in the Corporations and Charities Division.
As your registered agent, we list our Spokane registered office address on your corporation’s formation documents. Why? If you’re starting a business from your apartment in Tacoma, do you really want your apartment address as your business address? (Hint: the answer is no.) We’ll list our address, so you don’t have to list yours. Plus, we never sell your data. We don’t list your personal information on filings if we don’t have to. It’s all standard and part of our commitment to Privacy by Default®.
Free Mail Forwarding & Business Address
At Northwest, we do everything a registered agent should do and more. You can list our address as your business address on your state filings. We include limited digital mail forwarding with registered agent service (up to 10 pieces of regular mail per year; $15 a doc after that).
We know the in’s and out’s of each state—and we use this knowledge to help you when you need it most. Our team of Corporate Guides® has over 200 local business experts. You can call or email us for answers to all your questions about your corporation in Washington. Our Corporate Guides are dedicated solely to helping you with your business—not selling you services or meeting quotas.
What Do I Do After My Washington Corporation Is Formed?
After your Washington Articles of Incorporation are approved, you still have a few more important steps to take, including getting an EIN, drafting bylaws, holding your first meeting, opening a bank account, and learning about state reporting and tax requirements.
Get an EIN
Your federal employer identification number (commonly known as an EIN or FEIN) is similar to a social security number for your business. The IRS assigns these numbers and uses them to easily identify individual corporations on tax filings, including federal corporate income tax returns.
Why does my Washington corporation need an EIN?
The IRS requires corporations to get an EIN for their federal tax filings, and the Washington Department of Revenue requires an EIN for their business registration. You may also be asked for your EIN when opening a bank account, securing a loan, or applying for local business permits and licenses.
How do I get an EIN for my corporation?
You can get an EIN directly from the IRS. The application is free, and most businesses can apply online. However, if you don’t have a social security number, you’ll need to submit a paper application form. Can’t bear to fill out yet another application? Hire Northwest to get your EIN for you. Just add on EIN service during checkout when you sign up for our incorporation service.
Write Corporate Bylaws
Bylaws are the internal rules you set for your business. They put into writing how decisions will be made and who gets to make those decisions. All the major organizational processes and procedures for your corporation will go in your bylaws.
For more on Washington Corporate Bylaws (including our free Washington State Corporate Bylaws template), see our Washington Corporate Bylaws resource.
Do I need bylaws for my Washington corporation?
Yes. WA Rev Code § 23B.02.060 (2019) notes that bylaws shall be adopted either by your corporation’s incorporators or the board of directors.
You don’t have to submit bylaws to the state though. Corporate bylaws are internal documents you keep with your other corporate records, such as meeting minutes and resolutions.
What should bylaws include?
Corporate bylaws cover basic policies and procedures for issues such as company finances and management. Bylaws should cover a range of topics, answering key questions like those below:
Meetings: When and where will meetings for shareholders and directors be held? How many attendees are required to transact business? What are the procedures for voting or proxy voting? How do you call a special meeting? What actions can be taken without a meeting?
Stock: How are stock certificates issued and transferred? How is voting affected by issues such as corporate stock owners or fractional shares?
Directors and officers: How many directors must there be? Which officer positions are required? What powers do they have? How do you fill a vacancy or remove a director or officer?
Finances: What are the procedures for retaining profits, issuing dividends, and paying bills? Who can withdraw money from the corporate bank account or sign checks?
Records: Where is the corporate book to be kept? What information will be maintained? How are requests for review or access honored? Can records or copies be kept or distributed digitally?
Amendments and emergencies: Who can amend bylaws and how? Can emergency bylaws be adopted in the case of disaster?
Washington also has a specific requirement for including the number of directors in your bylaws. Per WA Rev Code § 23B.02.060 (2019), either your bylaws or articles must specify how many directors there will be (or the process by which the number of directors will be fixed). Your bylaws can make other provisions as well, assuming additions are in accordance with state law.
How do I write bylaws?
Creating bylaws can be overwhelming—where do you start? Northwest can help. We give you free corporate bylaws when you hire us to form your Washington corporation. We know what kinds of topics and questions corporations need to address, and we’ve spent years refining and improving our forms. We offer many other free corporate forms as well, including templates for resolutions and meeting minutes.
Hold an Organizational Meeting
An organizational meeting is the first official meeting of the corporation after the business is legally formed with the state. At this meeting, bylaws are adopted, officers are appointed, and any other initial business is conducted. The first meeting minutes should also be recorded and added to your corporate record book.
Are there any special rules for Washington organizational meetings?
Per WA Rev Code § 23B.02.050 (2019), your incorporators are not necessarily required to meet for the organizational meeting. As long as each incorporator records their consent for any corporate action taken upon incorporation, your corporation can organize. If you do meet, the meeting doesn’t have to be held in Washington.
Open a Corporate Bank Account
Businesses that mix personal and business finances together risk losing their liability protections, so your corporation will need its own bank account. In addition, a corporate bank account is essential for easily accepting payments, paying bills and holding funds.
How do I open a bank account for my Washington corporation?
To open a corporate bank account in Washington, you’ll need to bring the following with you to the bank:
A copy of the Washington corporation’s Articles of Incorporation
The corporation’s bylaws
The corporation’s EIN
If your bylaws don’t specifically assign the power to open a bank account, you may also want to bring a corporate resolution to open a bank account. The resolution would state that the person going to the bank is authorized by the business to open the account in the name of the corporation. At Northwest, we provide free corporate bank resolutions, along with many other free corporate forms, to help you get started fast.
File Washington Reports & Taxes
In Washington, corporations file an initial report within 120 days of incorporation and an annual report every year. The state doesn’t tax corporate net income or personal net income, but it does impose the Business and Occupations (B&O) tax on most businesses.
What is the Washington Initial Report?
WA Rev Code § 23.95.255 (2019) requires you to submit an initial report to the Secretary of State within 120 days of forming your Washington corporation. Most of the required information is the same as what you’ve included in your Articles of Incorporation, but it also requires that you need to provide a description of your business and information about your “governors” (directors).
The Initial Report isn’t difficult to complete and it only costs $10 to file. If you file your Articles of Incorporation online, you have the option to submit the Initial Report at the same time for no additional fee. If you hire Northwest to form your Washington corporation, we will file your Washington Initial Report as part of our formation package.
What is the Washington Annual Report?
The Washington Annual Report is a required form you file with the Secretary of State each year to confirm or update your ownership and contact information.
How much is the Washington Annual Report?
The fee is $60, whether you file a paper report or you file online. However, if you’d like your paper report expedited, it will cost you another $50.
When is the Washington Annual Report due?
The filing is due at the end of your anniversary month (the month you first registered your business in the state). For example, if you formed your business on June 12th, you’re required to file by June 30th each year. If you forget or file late, you’re stuck with a $25 late fee.
These filings can be easy to forget—which is why we send our clients automatic reminders. Or better yet, let us file for you. With our business renewal service, we can complete and submit your annual report for you for $100 plus the state fee.
What should I know about Washington corporate taxes?
Many businesses are excited to learn that they don’t have to pay corporate net income tax or personal net income tax in Washington, but this isn’t to say that Washington is tax free.
The state does have the Business and Occupations (B&O) tax. It’s a tax on gross receipts and the rates vary depending on the type of business activity being taxed. For example, the rate for retailing is 0.47%, but the rates for other services can vary from 0.15% to 2%, depending on what those services are and how much your corporation makes. While the tax can be a bit confusing, Washington businesses tend to pay a low tax rate overall.
The state sales tax rate is 6.5%. City, county, and specialty rates can also be added, so total sales tax rates can top 10%. To get an idea of what customers actually pay in the store, below are the total sales tax rates in Washington’s 5 largest cities:
Do corporations have to register with the Washington Department Of Revenue?
Yes, domestic corporations in Washington are required to register with the Washington Department of Revenue. Completing a Business License Application allows you to register or apply for licenses with several state agencies, including the DOR, using a single form. You can do this via MyDOR or by filing a paper Business License Application with the Department of Revenue. You’ll need your EIN before you can register.
Washington Corporation FAQs
How can I submit the Washington Articles of Incorporation?
You can file Washington articles online or by mail. Mailed filings must be submitted to the following address:
Office of the Secretary of State
Corporations and Charities Division
PO Box 40234
Olympia, WA 98504-0234
How much does it cost to start a Washington corporation?
Paper filings cost $180 to process ($280 expedited). Filing online costs $200.
Hire us for a one-time fee of $425. This includes state filing fees, Initial Report filing, a full year of registered agent service, and all the forms and tools you need to get your business started.
*NOTICE: Washington Secretary of State is temporarily closed to the public, so walk-in filings are unavailable. This includes our 1-day filing option. Online filings, including our 3-day option, are still in service.
How long does it take to start a Washington corporation?
For fastest processing, expedite in person. Of course, that means driving to Olympia, finding parking, and waiting in line. If you file online or expedite your mailed filing, it’ll take around 3 days to process. If you mail your filing without expediting, you’ll get your approval in anywhere from 1-4 weeks. At least you’ll finally have time for that central Washington winery tour vacay.
*NOTICE: The Washington Secretary of State Office is temporarily closed to the public due to COVID-19, so in-person filings are currently unavailable.
Does a Washington corporation need a business license?
Yes, all Washington businesses need a business license. You can apply online or download a paper form here. To apply, you’ll need your UBI number (which you’ll get once your articles are approved), your EIN, and general business information, including corporate owners.
A basic license is $19 and takes about two weeks to arrive in the mail. However, if you are opening the first location of a new business or re-opening a business, it will cost $90.
For some license applications you may need an EIN or a certified copy of your Articles of Incorporation. At Northwest, we can streamline the process and get these for you—simply add on these items during checkout.
What is a foreign Washington corporation?
A corporation formed outside of Washington—but which conducts business in the state—is considered a foreign Washington corporation. For example, if you incorporated in Idaho but decide to open a storefront in Washington, you would be a foreign Washington corporation. This also means you would need to register with the state by filing a Certificate of Authority with the Washington Secretary of State. Foreign corporations are required to file the Washington Annual Report each year s well.
Can Northwest help me form a nonprofit corporation?
Absolutely! We’re happy to start a nonprofit corporation for you. Note that incorporating an Washington nonprofit requires a different form. The filing fee is lower as well. Most Washington nonprofits are still required to pay the Business and Occupations (B&O) tax (like any other Washington business) and must also file an annual renewal each year ($10).
What can I do if I need Washington mail forwarding?
There are a lot of reasons why a business owner may need mail forwarding: Maybe you need a professional address for the business you run from home. Maybe you don’t want any personal documents, like bank statements, delivered to an office where anyone can open them. Maybe you just want to keep your personal information off public record. At Northwest, we include limited mail forwarding with our registered agent and formation services. Are your mail forwarding needs a little more robust? We also offer unlimited mail forwarding with a unique suite number as part of our premium Washington mail forwarding service.
How can I get a Washington phone number for my corporation?
It’s a conundrum: you need a local number to display on your website and give to customers, but you don’t want to make your personal number quite so…public. We get it. And we’ve got you covered with Northwest Phone Service. We can provide you with a virtual phone number in any state—plus unlimited call forwarding and tons of easy-to-use features. You can try Phone Service free for 60 days when you hire us to form your corporation, and maintaining service is just $9 monthly after that. No contract required.
How to Order Washington Incorporation Service
Our Washington incorporation service is designed to be fast and easy—signing up takes just a couple minutes. Here’s how it works:
We’ll form your Washington corporation for $425 total and include one year of registered agent service, a secure online account filled with business maintenance tools and all the state forms you’ll need, and the lifetime support of our expert Corporate Guides. Just choose Hire Us below, answer a few easy questions about your business, and submit your payment.
Next, we’ll prepare and submit your Washington Articles of Incorporation to the Secretary of State, Corporations and Charities Division. In the meantime, you’ll have immediate access to your online account, where you can find useful state forms, pre-populated with your business information.
Once the Washington Corporations and Charities Division has approved your filing, we notify you that your Washington corporation has been legally formed. You can now move on to next steps, like holding your organizational meeting and opening a bank account.