State Processing Times and Fees
Most states have standard and expedited processing times for the formation of corporations, and Washington is no exception. The fees for expedited filings are generally higher than standard processing. We have a list of the average wait times for both standard and expedited filings.
Washington charges corporation filing fees. Visit "compare pricing" in our incorporation center to see all state fees for Washington.
Deciding Between a Washington C-Corp or S-Corp Tax Designation
Because limits on liability, structure, management and compliance are essentially the same, deciding between filing an S Corp or C Corp tax designation in Washington comes down to these considerations:
- Ownership Rules: A C Corp in Washington can have an unlimited number of shareholders and unlimited stock classes. An S Corp is limited to a maximum number of shareholders, usually 100, and only one class of stock.
- Taxes: A C Corp is taxed on a separate basis. C Corps file taxes at the corporate level, then shareholders may also be taxed on individual dividends they receive. S Corps are "pass-through" tax entities. No taxes are paid at the corporate level. Taxes are paid individually by the corporation's owners.
- Documents: A Washington S Corp must file IRS Form 2553 to elect S Corp status.
Personnel Requirements
Every state has its own personnel requirements for incorporating. In Washington, they include the following:
- Age requirement: Washington has no published minimum age requirement for incorporators, directors or officers.
- Number of directors: Washington has no minimum number of directors or officers, but corporations must have at least one incorporator.
- Residency: Directors, officers and incorporators do not have to live in Washington. Only your registered agent must reside in the state, or have a physical location in the state.
Washington doesn't require that you disclose your officers and directors in your Articles of Incorporation.
Your incorporator is the person who forms your corporation, and your incorporator's full name and address must be disclosed in your Articles of Incorporation.
Other Requirements for Your Articles of Incorporation
In addition to personnel requirements, your Washington Articles of Incorporation must also include the following.
All corporations must designate a registered agent. Your registered agent is responsible for receiving tax, legal and government documents for your corporation during regular business hours. Every corporation must have one. Your registered agent can't be your corporation itself. You must name your registered agent in your Articles of Incorporation, and your Articles must include your agent's signature and consent to the appointment. Agents have the option of using a physical mailing address or a postal address. We can help you appoint a registered agent when you incorporate with us.
You must also include the following in your Articles of Incorporation in Washington:
- Your corporation's name.
- The number of authorized shares of stock. A minimum of one share of stock must be listed.
- The class of stock shares. Otherwise, the class defaults to common stock.
- An attached description of the stock, if it's preferred.
- The effective date for incorporation.
- The tenure of the corporation's existence.
- The name and address of each incorporator.
- The signature, name, title and phone number for the incorporator who is signing the Articles.
Other Required Paperwork
Corporations in Washington renew annually. The Business Licensing Service sends renewal notices to registered agents before their licenses expire. The Department of Revenue acts as the renewal agent for the Washington Secretary of State. Profit corporations can renew online in Washington by going to the online renewal page of the Department of Revenue.
Guidelines for Corporation Names
A corporation's name says a great deal about its business. Make sure yours meets Washington's requirements:
- Your name must end with "Corporation," "Corp.," "Incorporated," "Inc.," "Company," "Co.," "Limited" or "Ltd.."
- Your name is limited to 120 characters if you register your corporation online. If your name includes more than 120 characters, you must file in paper form.
- You can't include any deceptive or confusing terms in your name. Don't name your corporation "Noah's Ark Pet Supplies" if your business is a children's clothing store.
- Your name must be distinguishable from that of any other existing corporation that's registered, reserved or filed with the state.
Washington offers a name reservation process for filers. There's an accompanying fee.
Washington Corporate Taxes & Reports
Washington corporations must pay taxes. Before you open your doors for business, apply to the IRS for an employer identification number, or EIN. An EIN is a federal identification number, similar to a Social Security number. All corporations that have or will have employees need an EIN.
We have more information about the tax structures and obligations of both C Corps and S Corps.
Keeping Corporate Records and Ongoing Filing Requirements
Washington corporations must create and maintain certain business records, such as bylaws and meeting minutes. Both help maintain and document your corporate status. They shield corporate owners, management and organizers from personal liability for corporate transactions. We have more detailed information about Washington's requirements for bylaws and meeting minutes.
Best of luck forming your Washington corporation! We have all the legal documents, filing information and tax information you'll need to get started.
This article contains general legal information and does not contain legal advice. Rocket Lawyer is not a law firm or a substitute for an attorney or law firm. The law is complex and changes often. For legal advice, please ask a lawyer.
