How to Start a Corporation in Washington

Forming a Washington corporation can be a good idea if you’re interested in attracting venture capitalists and other private investors. 

In order to get started, you will need to file the Articles of Incorporation, hold an organizational meeting, and file your initial report with the Secretary of State’s Corporations & Charities Division.  

We’ll show you how to start a corporation in Washington yourself.

Or, you can use a professional service (recommended):

Northwest ($29 + state fee)

It's Easy to Incorporate in Washington

Step 1: Name Your Washington Corporation
Step 2: Choose a Registered Agent
Step 3: Hold an Organizational Meeting
Step 4: File the Articles of Incorporation
Step 5: File the Washington Initial Report
Step 6: Get an EIN

For a look at corporation formation in every state, check out our other How to Start a Corporation guides.

Not sure if a corporation is right for you? Check out our LLC vs. Corporation guide to help you make your decision.

Step 1: Name Your Washington Corporation

Choosing a business name is the first step in starting a corporation. 

1. Washington naming guidelines:

• Must contain the word “corporation”, “incorporated”, “company”, or an applicable abbreviation (e.g., Corp, Inc, Co, etc.). This does not apply to social-purpose corporations. 
• Must contain the word “social purpose corporation” or an applicable abbreviation (e.g., PSC, S.P.C., etc.) if forming a social purpose corporation. 
• Cannot contain words which are prohibited by any statute within Washington (e.g., Bank, banking, trust, cooperative, industrial, etc.). 
• Must contain the word “professional service”, “professional corporation”, or an applicable abbreviation (e.g., P.S, P.C, etc.) if forming a professional service corporation. 
• Must contain the full names or surnames of all shareholders for professional service corporations that are organized to render dental services. Also cannot contain any words other than chartered or professional services.

Read Washington state statute 23.95.300 and Washington state statute 23.95.305 for more corporation naming guidelines.

 2. Is my corporation name available in Washington ?

Your Washington corporation name must be unique and distinguishable from other business names in Washington . Use the Washington Corporations and Charities Division’s website to determine if your desired business name is available.

3. Is the URL available?

Before registering your Washington corporation, you’ll need to check if a good URL is available for your business name. It’s important to secure your URL right away.

Step 2: Choose a Washington Registered Agent

You must appoint a Washington registered agent when registering your corporation with the Secretary of State’s Corporations and Charities Division. 

A registered agent is an individual or entity appointed to receive service of process, government correspondence, and compliance documents on behalf of a business.

Your registered agent can be an individual, business entity, or professional registered agent service. Any member of the corporation or individual can serve as your Washington registered agent as long as the person:

• is 18 years or older
• has a physical address in the state where business activity is conducted
• is available (in person) during normal business hours

Recommended: Northwest offers one year of free registered agent services with their corporation formation package ($29 + State Fees).

Step 3: Hold an Organizational Meeting

Before you officially file the Articles of Incorporation in Step 4, you will need to hold an organizational meeting to complete the following tasks:

• Fill out and execute the Articles of Incorporation
• Create and approve bylaws
• Select your initial director(s)
• Determine your share structure
• Execute an Incorporator’s Statement

Create and Approve Corporate Bylaws

Bylaws are the rules that determine how your organization will be governed and run. For detailed instructions on creating your bylaws, read our corporate bylaws guide.

Appoint Initial Directors

You must appoint at least one director who will oversee your Washington corporation until the first shareholder meeting.

A corporate director is in charge of the adoption, amendment, and repeal of operational bylaws as well as the election, supervision, and removal of officers.

After forming the corporation, the incorporator(s) — or initial director(s), if named on the formation documents — should call an organizational meeting. During this initial meeting, either the incorporator(s) will elect the board of directors or the initial director(s) will appoint the officers. 

Choose a Share Structure and Strategy

A share of stock is the unit of ownership of a corporation. Each share of stock represents a percentage of ownership of the company. For example, if a corporation issues one share of stock the shareholder (stock owner) would then own 100% of the corporation. 

Shares can be structured into classes. Each class, termed a share class, holds different rights and privileges. You can have multiple classes and each class can hold any number of shares.

Authorized Shares: the number of shares the corporation is allowed to issue.
Issued Shares: the total number of shares actually issued to shareholders.
Share Class: a group of shares that has a unique set of rights and privileges.

In Washington, the Articles of Incorporation form allows you to indicate if the corporation will issue common or preferred shares.

Common stock gives its shareholder voting rights whereas preferred stock does not. When it comes to company assets, preferred stockholders are paid before common stockholders.

Create and Execute an Incorporator’s Statement

The incorporator(s) should sign an Incorporator’s Statement with complete names and addresses of each initial director and store it in the corporate records book. 

This document names the initial director(s) that will serve until the board of directors is elected during the first shareholder meeting. It should be stored with the rest of your corporate records.

Step 4: File the Washington Articles of Incorporation

You will need to file the Washington Articles of Incorporation to set up a corporation in Washington. You may file it by mail or online with the Washington Secretary of State. The filing cost is $180.

This document will cover the basics of your corporation, including:

• Corporate name and return address
• Unified Business Identifier (UBI) number (if already issued)
• Corporate registered agent name, signature, and address
• The number of shares the corporation is allowed to issue
• Corporation effective date and duration
• Incorporator(s) name(s) and address(es)

In Washington, the Articles of Incorporation form allows you to indicate if the corporation will issue common or preferred shares.

Common stock gives its shareholder voting rights whereas preferred stock does not. When it comes to company assets, preferred stockholders are paid before common stockholders.

File the Washington Articles of Incorporation

Option 1: File Online With the Washington Corporations and Charities Filing System

- OR -

Option 2: File the Articles of Incorporation by Mail

Filing Cost: $180

Mailing Address:
Corporations & Charities Division
P.O. Box 40234
Olympia, WA 98504-0234

Step 5: File the Washington Initial Report

You must file an Initial Report for your corporation within 120 days of its incorporation date. The filing fee is $10, or you can include it with your Articles of Incorporation for no additional fee. You will also need to file an annual report each subsequent year.

Step 6: Get an EIN for Your Washington Corporation

An Employer Identification Number (EIN) is used by the federal government to identify a business entity. It is essentially a Social Security number for the company. An EIN is needed:

• To open a bank account for the company
• For federal and state tax purposes
• To hire employees

Get an EIN

Option 1: Request an EIN from the IRS

Apply Online

- OR -

Option 2: Apply for an EIN by Mail or Fax

Download Form

Mail to:
Internal Revenue Service
Attn: EIN Operation
Cincinnati, OH 45999

Fax: (855) 641-6935

Fee: Free

Running Your Corporation

It is very important to adhere to the formalities of running a corporation. Read our How to Run a Corporation guide to learn more.

Taxes, Annual Reports, & Licensing

Washington State Corporation Tax Requirements

Depending on the nature of your business, you may be required to register for one or more forms of state tax:

Washington Sales Tax

If you’re selling a product, you’ll typically need to register for a seller's permit through the Washington Department of Revenue’s website. This allows a business to collect sales tax.

Washington Employer Taxes

If you hire employees, you will need to register for Washington employer taxes through the Washington Employment Security Department’s website. This includes Employee Withholding Tax, Unemployment Insurance Tax, and Disability Insurance.

Washington Corporation Licenses and Permits

To operate your corporation in Washington, you must comply with federal, state, and local government regulations. For example, restaurants likely need health permits, building permits, signage permits, etc.

Learn more in our Washington Business License guide.

File the Washington Corporate Annual Report

You must file the Washington Corporate Annual Report each year by the end of the anniversary month of your corporation’s incorporation. You can file online or mail in a printable copy of the form. The filing fee is $60.

Corporate Dissolution & Washington Good Standing

How to Get a Washington Certificate of Good Standing

A Certificate of Good Standing, known in Washington as a Certificate of Existence, verifies that your Washington corporation was legally formed and has been properly maintained. 

You may order a Certificate of Existence online in Washington. To order, create an account (if you don’t have one already) and log in to the Washington Corporations and Charities Filing System. The fee is $20.

Order a Washington Certificate of Existence

Request a Certificate Online With the Washington Secretary of State

Fee: $20

How to Dissolve a Corporation in Washington

If at any point you would like to permanently stop doing business, or close your business, it is important to officially dissolve your corporation. Failure to do so in a timely fashion can result in tax liabilities, penalties, or even legal trouble.

There are six main steps to close your Washington corporation:

• Stop doing business
• Hold a board meeting, vote on dissolution, and record the meeting in the corporation minutes
• File a Revenue Clearance Certificate Application with the Washington State Department of Revenue
• File the Articles of Dissolution with the Washington Secretary of State
• Close your federal and state business tax accounts with the IRS and Washington State Department of Revenue
• Close your business bank accounts

File Dissolution Documents

After filing the Revenue Clearance Certificate Application and receiving your certificate from the Washington State Department of Revenue, file the certificate and the completed Articles of Dissolution with the Washington Secretary of State. There is no filing fee.

Is a Corporation Right For You?

An LLC provides limited liability protection without corporate complexity.
Find out if an LLC is the right structure for you.

LLC vs. Corporation | Form an LLC

Steps After Forming a Corporation

After forming a corporation, you’ll want to protect your personal and business assets and build credit.

Taking these steps will set your business up for success:

• Open a Business Bank Account
• Open a Business Credit Card
• Establish and Build Business Credit
• Get Insurance
• Protect Your Corporate Veil

Washington Corporation FAQ

Washington Corporation Quick Links

• Washington SOS Corporation Forms
• Washington Corporations Online Filing
• Washington SOS Business FAQ
• Washington Corporate Information Center
• Washington Corporation Statutes