Start a Corporation in Washington
Use our free business tools below to complete your Washington Articles of Incorporation. This is the document you file directly with the Washington Corporations & Charities Division to form your corporation.
If you want more, hire us to form your corporation in Washington for just $39 + state fees. We’ll get your business stood up in minutes with a free domain, website, email, business phone, and more.
How to Start a Corporation in Washington
A corporation is a type of business entity with a legal existence that is separate from its owners (shareholders). A corporation’s independent legal status means that the assets of its shareholders (apart from investments in company stock) aren’t usually on the line if the corporation gets sued or can’t pay its debts.
To form 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. Our comprehensive guide walks you through the entire process.
1. Name Your Corporation
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.
Washington’s rules for naming your corporation are listed in Revised Code Washington (RCW) § 23.95.305. Here’s the gist.
- Your name must contain the identifying word Corporation, Incorporated, Inc., Corp., or other acceptable word or abbreviation.
- Your name must be distinguishable from other Washington businesses.
- Your name must not include LLC, limited partnership, or any words or abbreviations that suggest your corporation is a different business type.
Plus, make sure your name is not the same as any US-registered trademark or service mark.
If you’re not ready to start your Washington corporation, you can save the name by filing a Name Reservation form with the Washington Secretary of State and paying a $30 filing fee. The state will reserve your business name for up to 180 days.
The legal name of your corporation is listed on its of Articles of Incorporation. A DBA (sometimes called an assumed business name or trade name) is any name your company conducts business under that’s different than its legal name. If you use a DBA, you must register the name with the Washington Secretary of State.
Thinking about using a DBA for your corporation? Learn How to Get a Washington DBA.
2. Designate a Registered Agent
Once you’ve chosen a business name, you’ll need to appoint a Washington registered agent. Per the Revised Code of Washington § 23B.05.010, every Washington corporation must appoint a registered agent.
Washington is one of only a handful of states that distinguishes between a commercial registered agent (like us) and a noncommercial registered agent. Most individual and single-state agents are noncommercial registered agents. You can appoint yourself, someone within the business, or a third party such as a registered agent company to accept service of process on behalf of your corporation.
Learn why business pros use a registered agent service.
The requirements for a Washington registered agent are (at minimum):
- have a physical Washington address (not a P.O. Box)
- be available during regular business hours
- accept legal and state mail on behalf of your corporation and get it to you fast
Yes. But keep in mind that acting as your own registered agent means listing your name and address on the public record. You’ll also be required to maintain regular business hours so that you can accept any service of process in person.
Yes. To change your registered agent in Washington, you’ll need to file a Statement of Change/Designation of Registered Agent with the Washington Secretary of State. There is no filing fee.
3. Submit Articles of Incorporation
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.
You’ll need to include the following information in your Articles of Incorporation:
- 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.
- 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).
- 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.
- 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.
- 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.
- 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.
- 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.
- 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.
Note: All of the information included on this form will become part of Washington’s public record.
Your best bet to keep your personal information off the public record is to keep it off this form altogether.
All of the information on your Articles of Incorporation goes onto the public record, so if you put your personal address on this form, it will be posted online where marketers and data brokers can easily find it. It will probably end up on one of those fake public records websites, too.
Hiring a registered agent who provides you a business address can help you and your members maintain some privacy when starting a business.
Your Articles of Incorporation will cost $180 to file. You can submit them to the Washington Secretary of State online, by mail, or in person.
Mail:
P.O. Box 40234
Olympia, WA 98504-0234
In-person:
801 Capital Way S
Olympia, WA 98501-1226
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4. 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.
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.
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.
5. 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.
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.
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:
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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?
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Stock: How are stock certificates issued and transferred? How is voting affected by issues such as corporate stock owners or fractional shares?
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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?
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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?
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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?
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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.
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.
6. 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.
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.
7. 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.
To open a corporate bank account in Washington, you’ll need to bring the following with you to the bank:
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a copy of the Washington corporation’s Articles of Incorporation
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the corporation’s bylaws
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the corporation’s EIN
If your bylaws don’t assign the power to open a bank account, you may also want to bring a corporate resolution to open a bank account. The resolution states 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.
8. 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.
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.
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.
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.
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.
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:
Seattle: 10.1%
Spokane: 8.9%
Tacoma: 10.2%
Vancouver: 8.4%
Bellevue: 10.1%
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.
Ready to Start a Corporation in Washington?
