Why Incorporate in Washington?
Just like many states, Washington offers a wide range of financing and incentives to businesses in the state. Your corporation may be able to take advantage of these incentives, provided it meets certain criteria.
For example, the Washington Customized Employment Training Program provides interest-free training loan assistance to businesses that provide employment opportunities in the state.
For many entrepreneurs looking to start a larger business, creating a Washington corporation may be the best choice. As a corporation, your business is able to buy and trade stock, and when it comes to excess profits, corporations offer more flexibility than a limited liability company (LLC). A corporation is allowed to pass income and losses to its shareholders, who report taxes on an individual tax return at ordinary levels.
Is an LLC Better Than a Corporation?
It all depends on your goals. Limited liability companies are usually better for smaller businesses. An LLC is easier to set up, and you receive many of the same benefits as a corporation, but with less regulation.
Learn more about forming a Washington LLC so you can decide which business entity is right for you.
Benefits of Forming a Washington C Corp
- The strongest form of liability protection possible by insulating your personal assets and finances from business debts, obligations, damages, bankruptcy or other liabilities
- Several options to create, buy, sell or transfer stock, including publicly
- The ability to issue more than one type of stock
- The ability to raise more funds by issuing more stock
- The ability to sell stock to investors inside and outside the U.S.
Benefits of Forming a Washington S Corp
It offers several advantages similar to those provided by a C Corp including, but not limited to:
- Options for creating, transferring and selling stock, though not as many as a C Corp
- The capacity for up to 100 shareholders
- Simpler rules than those applicable to C Corporations
- Easy transfer of ownership simply by selling your stock
- The possibility of saving money by allowing you to pay less self-employment tax
In this guide, you’ll find information on naming your corporation, getting a Registered Agent, the fees you’ll need to pay, business taxes and much more. We also cover what you'll need to register your corporation and how you'll interact with the Washington Secretary of State.
Start a Business in Washington Checklist
To help you along the way, use our Starting a Business checklist to keep track of everything you need to do to get your business up and running.
How to Form a Washington Corporation Yourself in 6 Steps
Step 1 - Choose a Unique Business Name and Complete a State Business Search
Step 2 - Provide an Official Business Address for Your Corporation
Step 3 - Assign a Registered Agent
Step 4 - File Your Articles of Incorporation with the WA Secretary of State
Step 5 - Get an Employer Identification Number (EIN) from the Internal Revenue Service
Step 6 - Write Your Bylaws
1
Choose a Unique Business Name and Complete a State Business Search
Every Washington business must have a unique name that hasn't been claimed by another business in the state. If you’re having trouble coming up with a name, try using our Business Name Generator to gather ideas. You'll need to follow a few naming rules, which you can read about in detail on the Washington Corporation Names page.
Once you’ve decided on a name, you’ll need to make sure it’s available in Washington. To learn whether another company in the state is using your desired business name, use our tool to do a >Washington entity search.
You can also carry out a name search on the WA Secretary of State website.
2
Provide an Official Business Address for Your Corporation
Every Washington corporation must have a designated address. That could be your residential address (if you’re running the company from your home), a building where your office is located or any physical address of your preference. The address can be outside the state of Washington and can be a P.O. Box.
You may also be able to use a virtual mailbox for your business address. Incfile can provide you with a Washington virtual mailbox where we'll receive your mail, and scan it for your online review. This can be especially convenient if you run a home-based business and don't want your home address published as part of your business public record.
3
Assign a Registered Agent
Someone who receives official correspondence and is responsible for filing reports with the Secretary of State is known as a Registered Agent. Every Washington corporation is required to have a Registered Agent.
You can fill this position, assign another manager in your business or use a Registered Agent service. If your Registered Agent in Washington is a person, they must have a physical street address in Washington and must be available during business hours to receive important documentation on behalf of your company.
You'll appoint your Registered Agent when you file your Washington Articles of Incorporation to create your business, and they must formally consent to the appointment by signing your Articles of Incorporation.
All of Incfile’s business formation packages include Registered Agent service. It’s free for the first year and just $119 per year after that. You can also access a digital dashboard to view any document we've received on your behalf.
4
File Your Articles of Incorporation with the WA Secretary of State
Once you've gathered all the information for your corporation, you’ll need to file your Articles of Incorporation with the Secretary of State. This will officially create your business.
Here’s what is typically included:
- Your business name
- Period of duration of the corporation
- Registered Agent's name, address and signature
- The corporation’s capital structure (number of shares to be issued, who owns them, pricing, etc.)
- The incorporator's name, address and signature
In addition to filing your Articles of Incorporation by mail, they can also be filed online via the state's digital filing system. Or, Incfile can file it on your behalf. The Washington corporation filing fee is $180.
File by Mail
Office of the Secretary of State
Corporations & Charities Division
PO Box 40234
Olympia, WA 98504-0234
Overnight Address
Office of the Secretary of State
Corporations & Charities Division
801 Capitol Way S
Olympia, WA 98501-1226
You only need to file your Washington Articles of Incorporation once, but once a year thereafter, you'll also need to file an annual report with the Secretary of State. Incfile can remind you about this every year, or we can do it for you if you have us handle the paperwork.
What are the fees and requirements to incorporate in Washington?
| State Fee | State Filing Time | Expedited Filing Time |
| $200 | 4 Weeks | 3 Business Days |
| State Fee | $200 | |
| State Filing Time | 4 Weeks | |
| Expedited Filing Time | 3 Business Days |
Annual Report
Frequency
Annually
Due Date
Last day of anniversary month of incorporation or qualification.
Filing Fee
$605
Get an Employer Identification Number (EIN) from the Internal Revenue Service
You'll need an EIN to identify your business to the IRS. You use this number when filing and paying taxes, when submitting payroll information and payments for your employees and for opening a business bank account. You can obtain one directly from the IRS, or Incfile can get one for you as part of the Washington corporation formation process.
6
Write Bylaws
A set of rules that govern how a corporation will be run, bylaws detail how many directors the corporation will have, whether the board of directors will have annual meetings and what the voting requirements are, among other things.
Some states require companies to create bylaws, and Washington is one of them. Regardless of legalities however, it's always a good idea to write bylaws to protect your business from any future changes and events.
Washington Corporation Types
C Corporation
When you file to start a corporation, by default, it's a C Corp. This is the choice for large businesses that will trade shares in the stock market.
A Washington C Corp will offer you several liability protections, but it will also be required to adhere to numerous strict rules and regulations. It will also likely have a substantial amount of administrative overhead and won't enjoy as many tax advantages as other corporation types.
Learn more about C Corporations.
S Corporation
Technically, an S Corporation isn't a business entity the way LLCs and C Corporations are. It's a tax filing status. An LLC or a C Corporation can be an S Corporation. It's just a matter of filing a form with the IRS.
The main reason to file as an S Corp is to save money on self-employment taxes. To get an idea of how much money you might save, use our S Corp Tax Calculator.
If you want your business to be treated as a Washington S Corp, file the IRS Election by a Small Business Corporation form, also known as Form 2553 or an S Corp Election form.
Consult with your tax advisor or accountant to determine whether this is your best option.
Learn more about S Corporations.
Compare S Corp vs. C Corp to learn the benefits and drawbacks of both, and decide which one will best suit your needs.
Professional Corporation
Some states, including Washington, allow certain occupations to form Professional Corporations. The state's Professional Corporation Act defines this as:
"...a corporation which is organized under this chapter for the purpose of rendering professional service." and a ‘Professional service’ is defined as "any type of personal service to the public which requires as a condition precedent to the rendering of such service the obtaining of a license or other legal authorization."
Per the Washington Professional Corporation Act, Title 18, Chapter 18.100, § 18.100.030, a few of the professions permitted to form a Washington Professional Corporation include, but may not be limited to:
- Certified Public Accountants
- Chiropractors
- Dentists
- Osteopaths
- Physicians
- Podiatric Physicians and Surgeons
- Chiropodists
- Architects
- Veterinarians
- Attorneys-at-law
Check with the WA Secretary of State to confirm whether your business should and can be a Professional Corporation.
Foreign Corporation
If your business operates in another state and you want to expand into Washington — or vice versa — you’ll need to form a Foreign Corporation.
Learn more about Washington Foreign Corporation registration.
Nonprofit Corporation
Charitable organizations can incorporate as nonprofit corporations. This means all the profits they generate are donated to the organization supported by the charity, minus administrative costs.
A nonprofit corporation is also exempt from federal and state taxes, allowing more of the profit to benefit the charity.
Note: Everything in this guide applies to for-profit corporations, and mostly to C Corps and S Corps. Items listed as requirements for forming a corporation may or may not also apply to nonprofits.
Limited Liability Company
Depending on the type of business you want to form, or your personal circumstances and goals, an LLC may be a better option. For example, you may not need the options to buy and sell stock. Or you may simply want to build a small business with a few employees or even just yourself.
A Washington LLC is usually a better option for a smaller business. It's easier to set up, but it still offers you certain advantages you'd get from a corporation. You can even have your LLC treated as an S Corporation for tax purposes to save you money.
Regardless of which direction you decide to go, we can help you with your Washington business registration.
Learn more about limited liability companies.
Sole Proprietorship or Partnership
These are the simplest types of businesses to set up. That's because there's no real setup to do. If you don't choose to form a separate business entity, by default, you'll have either a sole proprietorship (just you) or a partnership (you and one or more other people).
Neither of these options provide you with any special benefits or liability protections and can leave your personal assets vulnerable. For these reasons, we don't recommend them.
Compare business entity types to decide which one is best for you.
Helpful Resources from the State of Washington
More Information in This Guide
You’ll find plenty more insight and guidance on the other pages of this guide, including:
How to search the state business registry and find the right name. Includes information on naming rules, trade names, reserving a corporation name and more.
How to appoint, change and search for Registered Agents. Also includes the duties they fulfill and the rules they’re required to follow.
Details the various fees you’ll need to pay, as well as the state and federal requirements you’ll need to meet. Includes details about Employer Identification Numbers (EINs), state and federal business licenses, annual reports and more.
Covers the various taxes you’ll have to pay to the state and federal governments. Includes details about state taxes such as sales and business and occupation, and federal taxes such as income and self-employment.
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