How to Form a Washington Corporation
8 Steps to Forming your WA Corporation
Forming a corporation in Washington state can be an adventure or a chore, depending on how much you like government paperwork. Not your thing? Hire Washington Registered Agent LLC to do it professionally and accurately. Or maybe you’re excited to dig in and get it done yourself. Either way you can use the following guide to understand the each step and the overall process.
- Gather Information for Your Articles of Incorporation
- Obtain a Registered Agent and their Consent
- Submit Articles of Incorporation
- Wait for Processing and UBI Number
- Create Corporation Bylaws
- Apply for Federal EIN with the IRS
- Apply for Business License(s)
- File Mandatory Initial Report
To understand more about Washington Corporations, check out these additional topics before incorporating:
- Paying Taxes
- Filing Reports
- Washington Corporations Vs Washington LLCs
- Washington Corporation Law
- Professional Incorporation Service
Gather Information for Your Articles of Incorporation.
Before you fill out your Articles of Incorporation, it’s helpful to have a few key decisions made. You’ll need to include:
- Your exact company name. Make sure it’s different from other WA state business names by doing a Corporations Search, and include a corporate ending (Corp., Inc., Ltd., Co., etc.).
- The number and class, or type, of your shares. List at least 1 share and choose common or preferred.
- The effective date. If you don’t want your WA corporation to be formed right away, choose a date up to 90 days in the future.
- Your incorporator name, and address and signature. An incorporator is the person forming your company and signing the Articles of Incorporation.
- The Tenure. Decide if your Washington corporation will be perpetual (most common), or come to an end at a specific date or number of years.
- The name and address of your registered agent. A registered agent is an individual or company with a Washington physical address that can receive service of process.
Obtain a Registered Agent and Their Consent
Every Washington Corporation must legally appoint a registered agent on their Articles of Incorporation. The registered agent you choose must sign your Articles of Incorporation, giving their consent.
A registered agent is essentially the official point of contact between your Washington corporation and the Secretary of State and will receive any service of process for your company in the event of a lawsuit or other legal proceedings.
When you hire Washington Registered Agent, we’ll automatically have a signed registered agent consent form inside your account. If you hire us to take care of your paperwork and incorporate for you, we’ll handle all the consent forms as a part of the process.
As the most professional and experienced Washington specializing registered agent, we maintain local business hours to never miss your documents. We securely process mail and notify our clients within the same day. We charge a reasonable $65 year for registered agent service and have no limits or per document fees on the Secretary of State mail or service of process documents we handle for our clients.
Submit Articles of Incorporation
To officially form your corporation in WA state, you submit the Articles of Incorporation to the Office of the Secretary of State, Corporations & Charities Division. While it’s straightforward to download the PDF, filing online is even simpler, and the office will process it much faster. If you file online like we recommend, you will need to create an account before you can access the form and file.
The Washington Incorporation base filing fee is $180. If you submit a paper filing by mail, that’s all you’ll pay, but be prepared to wait a few months for it to be processed. If you file online like we do, your company can be approved with your digital documents back to you in as little as 2-5 business days. The filing fee is still $180, but there is a $20 rapid online processing fee. If you choose to expedite the paper filing, it’s $180 + a $50 expedite fee.
If you decide to hire us to incorporate for you, we charge $100 on top of the state’s fee. Our filing service is professional and speedy, and we also include additional services to help launch your business like creating a customizable bylaws template for your new corporation.
Wait for Processing and UBI Number
It will take about 2 months for the state to process your Articles of Incorporation unless you pay the $50 fee for expedited mailed filing or the extra $20 fee to file online. When we file incorporations, we always like to go with online filing—and it’s usually processed in 2-5 business days.
To make sure your business formation process goes smoothly, wait for your UBI number before you apply for your business license. You’ll receive an email with your UBI number from the WA Secretary of State as soon as your filing is processed. If you try to do the business license application without a UBI number, you run the risk of getting assigned a different number from each agency, which can cause hassles down the line.
Create Corporation Bylaws
Every Washington Corporation must create and formally adopt bylaws for the organization. According to state legislature, “The bylaws of a corporation may contain any provision for managing the business and regulating the affairs of the corporation to the extent the provision does not infringe upon or limit the exclusive authority of the board of directors under RCW 23B.08.010(2)(b) or otherwise conflict with this title or any other law, the articles of incorporation, or a shareholders’ agreement authorized by RCW 23B.07.320.”
The bylaws won’t be filed with the state, but they should be signed, dated, and securely stored. Third parties such as banks and other financial institutions your company deals with will typically require a copy of your bylaws to partner.
Bylaws are intimidating to draft from scratch and expensive to have custom drafted by a law firm. When you hire us to incorporate for you, we take out the guess work by generating a legal bylaws template for you as a courtesy. We will include your corporation’s name, jurisdiction, incorporation date, and director’s information, so all you have to do is add in some details like specific director duties and share amounts. Once complete, all you need to do is print, sign, and date the document to make it official.
Apply for Federal EIN with the IRS
An EIN, FEIN, and Tax ID are all terms often used interchangeably. Regardless of what you call it, most businesses operating in the US will need one to successfully manage their business requirements like starting a bank account/processing payments, and paying taxes. Although you can technically get an EIN anytime, we strongly recommend waiting until *after* your corporation has been approved by the state so that you can confidently obtain your EIN with the official name and formation date. The online EIN application is almost instant, but making changes to an EIN (like if your name choice is decline and you must change the business name on the EIN) are done via paper and can be quite lengthy.
If you have an SSN, you can apply for an EIN directly with the IRS online, for free. If you do not have an SSN, you will need to complete the paper application, the SS4 which may take months to process depending on the IRS backlog, and it has no expediting options. Either way, the EIN application has no cost to file on your own, and none of the information is made public.
If you attempt to apply and there is a charge, you’re on a third party site and they may sell your data even after they charge you for a free service. Make sure you either use the links we’ve provided, or at least that you’re on a “.gov” site. Many spammy sites include “irs” in their web address.
If you do not feel comfortable personally filing anything tax related or don’t have the time, you can hire us to obtain your EIN securely and quickly. We never share or sell any of your information ever, and you can add the EIN to your order when you hire us to incorporate your Washington company under “optional items.” If you have an SSN, we charge $50, but if we must do the extensive paper filing without an SSN, we charge $200.
Apply for Business License(s)
In Washington, incorporation is just the first step. If you’re going to actually run and operate a business in Washington, just forming a Washington corporation at the Washington SOS won’t really get you going. Our state has a Master business license, and if you plan on doing any business in Washington, you’ll have to have it.
You can file the master business license application yourself, but when you sign up for Washington incorporation with us, there’s an option to have us do it for you for $125. Depending on your business, you may also need to apply for specific licenses as well.
File Initial Report
The mandatory Initial Report for Washington Corporations (and LLCs!) is due within 120 days of the company’s formation. It can be step 8 for your new business, but it can also be done anytime after or during the Articles of Incorporation. If you file the Initial Report as a part of your company’s formation, there is no additional filing fee, just an extra section to complete. If you wait and file the report after the corporation is started, you will pay a $10 filing fee.
If you hire us to start your Washington Corporation, we will collect the information we need up front and file it all at once so you don’t have to worry about it at all.
Keeping your Corporation Current
One of the main reasons Washington requires the Master Business License is to be able to collect taxes. (They want to make you feel good, so they just call it a Master business License, but it’s actually not a license at all, it’s just a business registration.) Washington has a gross receipts tax known as the B & O tax, as well as sales and use tax, and property tax.
B & O Tax rates:
|Service and anything that doesn’t fall into another main category:||.015|
Most corporations fall into the service & other category, with a 1.5% percent tax on gross receipts. There are basically no deductions, except one of the coolest Washington Laws out there:
Small businesses in the service category are exempt from the B&O tax for the first $56,000 of gross income, and then it slides out to the regular rate until about $112,000.
After the first $112,000 of revenue, you’ll be at the full 1.5%. (Your figures will be different in another B & O category.) It’s great that new Washington corporations are basically tax-free on the state level for their first $56,000 of revenue because there’s no personal income tax in Washington. Progressive thinking like this is something we should all be proud of in Washington State.
As discussed for new corporations, an initial report is due within the first four months of incorporating (120 days). There is no cost to file it at the time of incorporation, but if you opt to file it separately after formation, there is a $10 state filing fee.
After that, Washington corporations must file an annual report each year on the last day of the formation anniversary month, but may be filed up to 180 days before the due date. The state filing fee is $60 whether your file online (recommended) or by paper. To amend anything on a filed annual report, an amended annual report can be filed for only $10.
Annual report are simple to file online and your corporation’s existing public information will auto-populate on the form so there is little to do other than confirm/update company details and then sign, date, and pay. Late filings are subject to a $25 penalty, but ultimately the company will be administratively dissolve if reports are not filed within the late fee period.
As our client, if you have opted into our compliance service, we will automatically remind and invoice you about the report due date, file the report on time, and then upload your state confirmation. If you are a Washington Registered Agent client, but not enrolled in our compliance service, we will still email you courtesy reminders tailored to your corporation’s specific due date and provide the tools you need to file successfully on your own time directly with the state.
Washington Corporations Vs Washington LLCs
The corporation is arguably the most recognizable business entity in the world, and with it comes a sense of prestige. The owners of corporations are known as shareholders and their share of ownership is divvied into shares of stock. How many shares of stock someone owns in a corporation is really just how much of the corporation they own. When you incorporate in Washington, you’ll also be required to hold annual meetings for the corporation and keep up with other formalities to maintain the corporation.
The reason LLCs have become more popular in recent years because they offer most of the same advantages and benefits of operating as a corporation, without any of the formalities. If you form an LLC in Washington, you’ll not be required to have annual meetings or form resolutions. The ownership (called membership) of the LLC will be split into percentages. In general, LLCs are much simpler to operate and require less maintenance, though, both entities are required to file annual renewals with the Washington Secretary of State each year.
Washington Corporation Law
Washington corporations are governed by the Washington Business Corporation Act Title 23B RCW. Some important information on Washington Corporations:
- RCW 23B.08.300 Directors of a Washington corporation must act in the best interests of the Washington corporation.
- RCW 23B.08.320 Directors of a Washington corporation have limited or eliminated liability for their actions unless they intentionally violate law(s) and conduct themselves in a manner that is not for the best interest of the Washington corporation.
- RCW 23B.08.400 Officers must carry out their duties as prescribed in the Washington Corporate bylaws and must not intentionally conduct themselves in a manner that would cause harm to the Washington corporation.
- RCW 23B.08.520 Officers are automatically indemnified unless the articles of incorporation specifically state that they are not, or if they have intentionally caused harm to the corporation.
- RCW 23B.07.010 The failure to hold an annual meeting of the shareholders, does not affect the validity of the Washington corporation.
Washington Incorporation Service Overview
|Included with our Incorporation Service||Fee|
|Washington Registered Agent Service||$65|
|Washington Certificate of Incorporation||$200 state filing fee|
|Preparing and submitting state filing||$100|
|Secure, online document storage||*no additional cost*|
|Internal document templates||*no additional cost*|
|Business Address for Privacy||*no additional cost*|
|Initial report preparation and submission||*no additional cost*|
When it comes to helping get your company off the ground we have you covered. When we form Washington corporations, we include:
- Articles of Incorporation for Washington corporations. We can customize these drafted articles with any additional specifics you might need.
- Washington corporation bylaws, written specifically by our Washington licensed attorney to protect you to the fullest extent allowed under RCW 23B.
- Initial resolution appointing officers and directors by the incorporator.
- Initial report (We haven’t seen another online incorporation website that does this, or frankly even knows that there is one).
- Washington State filing fees.
- 1 year of our $65 Washington Registered Agent service.
- Online account for all your documents.
- Track and remind you of your annual report notice. If you would like, we also have an option where we file this every year for you.
- We’ll have your Washington corporation in 2-5 business days. There’s no weird expedited or bronze or platinum or gold packages with us.
- Option to add and register a trade name (DBA) for $116 using our Trade Name Service after purchasing our LLC formation service. Just select “Trade Name Service” inside your client portal.
- Option to use our business address as your business address to protect your personal information on public records.
- Additional professional tools and services to run your corporation how you’d like all from one place, including: Corporate Books & Seals, Optional Filings (like the popular S-Corp election), Trademarking Services, Mail Forwarding, and Virtual Office options.
We can list out our services in charts and list just like any other registered agent or business filing company, but what really sets us apart from larger, national companies is our Washington expertise. We’ve been here specifically providing Washington business services to corporations like your for almost two decades, so we understand the ins and outs of Washington requirements (and oddities) like the initial report and Master Business License that may not be understood or covered by the other guys where Washington is just one of their low volume jurisdictions among many.
If you’re still deciding who to lean on in starting your Washington Corporation, give us a call at our Spokane office (509-342-2802) or shoot us an email. We’d love to hear about your business goals and needs and see if we’re the right fit. Don’t worry, the “contact us” form sends your message or question right to our real inbox where we will reply from, as quickly as possible during our regular business hours. The form just helps protect us from being flooded with spam.