How to Start a Corporation in Washington

How to Start a Corporation in Washington

How to Start a Corporation in Washington

Incorporating a business in Washington creates a separate legal entity that shields your personal assets from business liability. A Washington corporation is also called a C corporation or S corporation depending on how you want the IRS to treat it for tax purposes. This guide walks you through the exact steps, costs, and timeline to file Articles of Incorporation with the Washington Secretary of State.

What You Need Before You Start

Gather these items before you begin the incorporation process:

  • A unique business name that includes "Corporation," "Incorporated," "Inc.," or "Corp." The name must be distinguishable from every other business name on file with the Washington Secretary of State.
  • A registered agent with a physical street address in Washington. This person or service receives legal documents on behalf of your corporation. PO Boxes and private mailbox addresses are not accepted.
  • Articles of Incorporation, which you will fill out and file. Washington requires this document plus an Initial Report on the same form.
  • $180 filing fee for standard processing, or $100 for expedited service (3 business days), or $150 for same-day service.
  • Your business plan basics such as the type of business, location, and initial ownership structure.

Step 1: Check Your Business Name Availability

Before filing, verify that your desired name is available and does not infringe on existing trademarks. Use the Washington Secretary of State's business search tool to check if the name is already taken.

If the name is available but you want to reserve it while you prepare other documents, you can file a Name Reservation. The cost is $30 and the reservation lasts 180 days. This step is optional but useful if you are not ready to file Articles of Incorporation immediately.

Step 2: Choose Your Registered Agent

Every Washington corporation must designate a registered agent. This can be you (if you live or maintain a physical office in Washington), a trusted employee, or a registered agent service. The agent must consent to serve and must provide an email address.

Registered agent services typically cost $100 to $300 per year and handle receiving legal documents, tax notices, and lawsuits on your behalf. If you choose a service, confirm they are registered with the Washington Secretary of State and that the agreement includes email notification.

The registered agent's physical street address (not a PO Box) is public information and appears on all filings.

Step 3: Draft Your Articles of Incorporation

The Washington Secretary of State does not require a specific form, but you must include these items in your Articles of Incorporation:

  • The name of the corporation
  • The name and street address of the registered agent and registered office in Washington
  • The number of authorized shares of stock (or "unlimited" if applicable)
  • The name and address of the incorporator (the person or entity filing the articles)
  • Any additional provisions permitted under RCW Chapter 23.86

Many incorporators use an online template or hire an attorney to draft the Articles. The Secretary of State's website provides sample language. For a simple corporation with standard provisions, a template is usually sufficient. For complex ownership structures or special provisions, consult an attorney.

Step 4: File Your Articles of Incorporation

File your completed Articles of Incorporation online through the Corporations and Charities Filing System (CCFS). Online filing is the fastest and most reliable method.

Here is the process:

  1. Go to the CCFS website and create an account or log in.
  2. Select "File a New Business Entity" and choose "Corporation."
  3. Upload or type your Articles of Incorporation and Initial Report.
  4. Enter your registered agent information and registered office address.
  5. Select your processing option: standard ($180), expedited ($100), or same-day ($150).
  6. Pay the filing fee by credit card.
  7. Submit the filing.

You will receive a confirmation email with your filing receipt. The Secretary of State does not publish a standard processing timeline for online filings. Standard filings are worked in the order received. Expedited filings are processed within three business days and placed in a priority queue. Same-day service is processed the same business day if received before 3:30 p.m., though the Secretary of State has indicated this tier may change to a higher fee in the future.

Step 5: Obtain an EIN from the IRS

After your Articles of Incorporation are approved, you need an Employer Identification Number (EIN) from the Internal Revenue Service. This is a nine-digit number that identifies your corporation for tax purposes.

Apply for an EIN online at www.irs.gov using Form SS-4. You can receive your EIN immediately online, or apply by mail or phone. There is no fee. You will need your Articles of Incorporation, corporate formation date, and registered agent information.

Step 6: Open a Business Bank Account

Once you have your EIN, open a business checking account in your corporation's name. You will need to provide your EIN, Articles of Incorporation, and a government-issued ID. Do not commingle personal and corporate funds, as this can expose your personal assets to business liability (a practice called "piercing the corporate veil").

Step 7: Obtain a Washington Business License

Washington requires a business license if your business meets any of these criteria:

  • Gross income of $12,000 or more per year
  • Plans to hire employees within 90 days
  • Sells anything subject to sales tax
  • Owes any tax or fee to the Department of Revenue
  • Operates under a name other than the owner's full legal name (which you do as a corporation)

Apply through the Washington Department of Revenue's Business Licensing Service. The processing fee is $50 to open a new business. Online applications typically take about 10 business days. The Department of Revenue will issue a Unified Business Identifier (UBI), a nine-digit number needed to file business taxes and obtain permits.

Step 8: Register for Business and Occupation (B&O) Tax

Washington has no corporate income tax and no personal income tax. However, nearly every business pays the state's Business and Occupation (B&O) tax, a gross receipts tax based on your business classification. There are more than 50 activity classifications with different tax rates (typically 0.471% to 1.75%).

The Department of Revenue will assign your B&O classification when you apply for your business license. Many cities also levy a separate local B&O tax. Confirm your rate and reporting requirements when you receive your license.

Step 9: Register for Sales Tax Permit (If Applicable)

If you sell tangible goods or taxable services, you must register for a Washington sales tax permit. The state sales tax rate is 6.5%, and most cities add a local sales tax on top of that. Apply for the permit through the Department of Revenue at the same time you apply for your business license. There is no additional fee.

Step 10: Plan for Annual Compliance

After incorporation, you must file an Annual Report with the Secretary of State every year. The report is due by the last day of the month in which your corporation was originally formed. The fee is $70.

You can file the Annual Report up to 180 days early. If you miss the deadline, a late filing fee of $25 applies, for a total of $95. You can file online through CCFS or by mail.

Tips to Avoid Common Mistakes

  • Use the exact legal name in all filings. Any variation (spelling, punctuation, abbreviation) can cause rejections or confusion later. Match your name exactly across the Secretary of State, IRS, and Department of Revenue.
  • Confirm your registered agent's physical address before filing. A missing, incorrect, or PO Box address will be rejected. Verify the address is deliverable.
  • Do not miss your annual report deadline. A late Annual Report costs an extra $25 and can result in administrative dissolution of your corporation. Mark your calendar for renewal each year.
  • Maintain corporate formality. Keep minutes of board meetings, maintain a stock ledger, and hold shareholder meetings as required by your bylaws. Failure to maintain corporate formality can expose your personal assets to liability.
  • Keep your registered agent information current. If your registered agent moves or you hire a new service, file an amendment with the Secretary of State within 30 days. Missed notices can cause serious problems.
  • Do not skip the business license. Even if you think your business might not meet the threshold, apply anyway. Operating without a required license can result in fines and penalty taxes.

Expected Timeline and Results

From start to finish, incorporating in Washington typically takes one to four weeks depending on your processing choice:

  • Standard processing: 1 to 2 weeks
  • Expedited processing: 3 business days
  • Same-day processing: same business day (if submitted before 3:30 p.m.)

Once approved, you will receive a Certificate of Incorporation (or filing confirmation) confirming your corporation is legally formed. At that point, you can open a bank account and begin business operations.

When to Consult a Professional

While basic incorporation is straightforward, consult a business attorney or CPA in these situations:

  • Your corporation will have multiple shareholders or complex ownership structures
  • You need to decide between a C corporation or S corporation election for tax purposes
  • You need bylaws, shareholder agreements, or operating agreements
  • Your business involves intellectual property, real estate, or regulated industries
  • You have concerns about liability protection or need specialized provisions

An attorney typically charges $300 to $1,500 to handle incorporation, including drafting and filing. A CPA can advise on the tax implications of S corporation vs. C corporation status.

Resources

Disclaimer

This article is informational only and does not constitute legal, tax, or accounting advice. Washington incorporation rules and fees are subject to change. Consult a qualified attorney or CPA before making decisions about your business structure, especially regarding tax implications and liability protection. The author and publisher assume no liability for decisions made based on this content.