How to Incorporate in Washington

Washington Secretary of State – Corporations and Charities Division
PO Box 40234
801 Capitol Way South
Olympia, WA 98504-0234

360.725.0377 telephone

Statutory Authority: Washington Business Corporations Act — Wa. Rev. Code § 23B (2012)

Washington Incorporation General Filing Instructions

1. Confirm availability of company name and reserve if necessary.
2. Complete the “Articles of Incorporation.”
3. Prepare a Letter of Transmittal.
4. Submit the completed documents, along with a photocopy and your filing fees, to the Washington Secretary of State.
5. Complete the “Business License Application.” Submit this document to the Department of Revenue, Business Licensing Service.

Washington Articles of Incorporation

The following information is legally necessary and sufficient to form a for-profit corporation in Washington:

1. Company name
2. Number of authorized shares
3. Class of shares
4. Effective date
5. Tenure
6. Registered agent name, address, and consent
7. Name, address, signature, printed name/title, and phone number of each incorporator
8. Date

Washington Incorporation Fee Schedule

Name Reservation: $30.00
Articles of Incorporation: $180.00
Certificate of Authority: $180.00
Expedited Service: $50.00 by mail, $20 online
Certified Copy: $10.00 plus $20.00 charter copy fee
Business License Application: $15.00
Initial Report: $10.00
Annual Renewal: $69.00
Articles of Dissolution: No fee

Company Name

Your company name must end with a corporate designator. In Washington the specific corporate designators are: “Incorporated” “Corporation” “Company” “Limited” “Inc.” “Corp.” “Co.” “Ltd.”

Conduct an entity name search on the Washington Secretary of State’s website to confirm the availability of your company name.

If the name you want is available you can reserve it for 180 days by filing a “Name Reservation” and paying a name reservation fee of $30.00. NOTE: Reserving your company name is optional.

Registered agent

The registered agent maintains a physical presence in the state to accept service of process, annual report notices, and other communications directed to the company and to forward the same to the company to which the service, notice, or communication is directed.

Washington requires that every business entity have and maintain a registered agent in the state. The registered agent may be either a Washington resident or active Washington business entity that has a Washington street address and consents to accept legal papers on your company’s behalf. Post office boxes and commercial personal mailboxes are not acceptable.

NOTE: Your company should not serve as its own registered agent. You can, however, personally serve as registered agent provided you are a Washington resident and have a Washington street address.

Optional provisions

The state provided forms ask for and specify what is legally sufficient and necessary to form a Washington corporation. Nevertheless, Washington permits you to add other provisions to your Articles of Incorporation as an attachment.

The most common optional provisions are the following:

☐ Terms and qualifications of directors
☐ Terms and qualifications of officers
☐ Indemnification of directors
☐ Indemnification of officers
☐ Powers, rights, and responsibilities of shareholders
☐ Powers, rights and responsibilities of directors
☐ Powers, rights, and responsibilities of officers
☐ Designation of different classes of stock
☐ Preemptive rights
☐ Cumulative voting rights
☐ Close corporation election

Post formation and ongoing compliance

1. Draft and adopt bylaws.
2. Hold initial organizational meeting.
3. Obtain a federal employer identification number by completing IRS Form SS-4.
4. If electing S corporation status complete IRS Form 2553.
5. Open company bank account.
6. Create and maintain company records book.
7. Hold annual meetings.
8. File an “Initial Report within 120 days of the date of incorporation.
9. File an “Annual Report.”
10. Renew your “Business License” annually.

Registering as a Foreign Entity

1. Complete the “Certificate of Authority.”
2. Attach a Certificate of Existence or similar import issued no more than 60 days before the date of the “Certificate of Authority.”
3. Submit the completed document, along with the $180.00 filing fee, to the Washington Secretary of State.

Dissolving a Washington Corporation

1. Complete the “Articles of Dissolution.”
2. Attach a Washington State Department of Revenue “Clearance Certificate.”
3. Submit the completed documents to the Washington Secretary of State.

How to Incorporate in Washington
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