Washington state is known for being one of the biggest tech hubs in the country, with the tech industry in Seattle providing a gross regional product of $148.9 billion USD in 2024. The state’s support for small, independent businesses is less known. As of 2024, small businesses constituted 99.5% of all Washington businesses, and they employed nearly half of all workers in the state. Incorporating a company in Washington means you’ll join this fast-growing hub of improvement.

Below, we’ll explain how to incorporate in Washington state, from choosing your structure to filing articles of incorporation and staying compliant.

What’s in this article?

• What does it mean to incorporate a business in Washington state?
  
• What are the advantages of forming a corporation in Washington state?
  
• What are the steps to incorporate your business in Washington state?
  
• How much does it cost to incorporate in Washington state?
  
• How Stripe Atlas can help
  

What does it mean to incorporate a business in Washington state?

Incorporating a business in Washington creates a separate legal entity that can own property, sign contracts, hire employees, and take on debts in its own name. The corporation exists apart from its founders. That means shareholders aren’t typically responsible for corporate debts beyond what they’ve invested, and the company continues even if owners or managers change.

You create a corporation in Washington when you file articles of incorporation with the secretary of state. From that point on, your company must follow certain governance rules, including appointing directors and officers, maintaining records, and holding annual meetings.

Incorporation marks a company’s shift from an informal operation to a structured business that can raise capital and issue stock.

What are the advantages of forming a corporation in Washington state?

Washington offers a few structural advantages compared with many other states in the country. These are the reasons why the state is attractive to smaller companies and startups:

• Tax simplicity: Washington doesn’t have a corporate or personal income tax, so you pay only federal obligations on your profits. The business and occupation (B&O) tax applies to revenue, but small corporations often qualify for a credit that eliminates liability until sales scale up.

• Bureaucratic efficiency: The secretary of state processes applications relatively quickly. The Washington secretary of state will also expedite filings for a fee.

• Tax incentives aimed at small businesses: Businesses below certain B&O tax liability thresholds are entitled to a tax credit. Washington also gives tax credits to businesses that manufacture and sell products locally.

What are the steps to incorporate your business in Washington state?

Incorporation in Washington is fairly simple, but it requires you to make important decisions about how you want your business to operate moving forward. Once you develop your business plans, you’ll file paperwork with the secretary of state and the Department of Revenue to set up legal operations in the state.

Here’s a step-by-step guide to the process.

Choose your corporation type

Start by identifying the kind of corporation your company is. Washington recognizes the following corporation types:

• For-profit corporations: Companies that aim to earn a profit. The state taxes corporations as C corporations (C corps) by default. Qualifying domestic business corporations, however, can elect federal S corporation status for pass-through taxation. Because Washington has no personal income tax and no corporate income tax, the election decision comes down to your federal tax strategy.

• Professional service corporations: Corporations that seek to provide services in a single profession, such as medicine or law.

• Social purpose corporations: For-profit corporations that also intend to promote particular social goods for the environment, the community, or the corporation’s employees, suppliers, and customers. This type of corporation is fairly unique to Washington. Because it still aims to maximize profit, a social purpose corporation doesn’t qualify for federal 501(c)(3) status.

• Nonprofit corporations: Businesses organized around charitable or educational work that reinvest their profits into their work. These businesses often do qualify for federal 501(c)(3) status.

• Foreign corporations: Out-of-state companies that would like to do business in Washington.

Check and reserve a business name

Your corporate name must be distinguishable from the names of other registered companies in the state’s records. For-profit companies should include a designator such as “Corporation,” “Incorporated,” “Company,” “Limited,” or an abbreviation (e.g., “Inc.,” “Co.,” “Ltd.”). Certain words (e.g., “bank,” “trust”) are restricted. Run a search through the secretary of state’s online database to confirm availability. If you’re not ready to file immediately, you can reserve a name for 180 days by filing a request and paying a fee.

Designate a registered agent

Every Washington corporation must list a registered agent with a physical address in the state (no PO Boxes). The agent receives official and legal correspondence on your company’s behalf and must be available during business hours. This can be an individual, such as yourself or an initial director, or a professional registered agent service.

Decide your initial share structure

Washington requires at least one authorized share. Many startups authorize a larger number with no par value to enable future grants and financing. You can start with a single class of common stock and add preferred stock later by amendment if you raise capital.

File articles of incorporation

Filing the articles of incorporation legally creates your corporation. You can file online through the Washington secretary of state’s Corporations and Charities Filing System, by mail, or in person.

The articles of incorporation must include:

• Corporate name and principal office address

• Registered agent’s name and Washington address

• Effective date of the corporation

• Authorized shares and par value (if applicable)

• Social purpose(s) of corporation (if applicable)

• Professional purpose of corporation (if applicable)

• Names and addresses of incorporator, directors, and officers

• The corporation’s period of duration (perpetual by default)

If your company is a for-profit corporation or a professional service corporation, you are required to file an initial report to provide further information about the company. The report lists your principal office, your initial directors or officers, and your statement of purpose (a broad “any lawful business” clause is fine).

Ensure you’re filing for the correct type of corporation. Online filings are time-stamped immediately, and approval typically occurs within a few business days. Once your filing is approved, the state issues your certificate of incorporation.

Adopt bylaws and hold an organizational meeting

Washington requires corporations to adopt bylaws and record minutes of shareholder and board meetings. Bylaws act as the internal rule book for how the corporation will operate. They define how meetings are called, how directors are elected, and how shares are authorized and issued. Corporations aren’t required to file these documents with the state, but they’re important to maintain internally.

Call your company’s first organizational meeting to formally adopt these guidelines. You’ll also elect directors, if you haven’t named them yet, and elect corporate officers (e.g., president, secretary, treasurer). At this meeting, you might also want to authorize the issuance of shares to initial shareholders per board resolution.

Keep the bylaws and written minutes in your corporate records. Maintain a stock ledger, if applicable. These internal records establish corporate formality and preserve limited liability.

Register for Washington taxes and licensing

Washington corporations are required to register with the Department of Revenue and pay applicable state taxes, including the B&O tax. The Department of Revenue might also require your corporation to apply for state- and city-specific licenses. You can file and pay business taxes electronically through My DOR.

Maintain corporate compliance and file your annual report

Once you’ve filed your paperwork, there are several steps your corporation will need to follow to keep its good standing with Washington:

• File the initial report (if applicable): Your corporation is required to file an initial report within the first 120 days of existence. If you didn’t file the report with the articles of incorporation, you’ll have to pay a $10 filing fee.

• Keep a registered agent on file: Promptly notify the secretary of state of all changes to your registered agent, including address changes.

• File an annual report: Every corporation must file an annual report. Typically, it’s due by the end of your formation anniversary month. The report updates officer and director information in the public record.

• Amend when facts change: Name changes, share structure changes, and other charter-level updates require that you file articles of amendment with the secretary of state. Your annual or amended reports handle director and officer updates.

How much does it cost to incorporate in Washington state?

Here’s a breakdown of the expected costs for incorporation in Washington:

• Articles of incorporation: $180 for for-profit businesses, $40–$80 for nonprofits, based on initial gross revenue

• Expedited processing: $100 for within 3 business days, $150 for within the same day (subject to availability)

• Initial report (stand-alone): $10

• Annual report: $70 per year for for-profit corporations, $60 for nonprofits, $20 for certified nonprofits

• Name reservation (optional): $30 to hold it for 180 days

• Registered agent service (optional): $100–$300 a year

• Articles of amendment: $30

• Certificate of existence (optional): $20 for proof that the corporation complies with all state requirements

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