How to start a Washington corporation

It might seem like a lot at first, but once you understand the steps, it’s very doable. This guide will walk you through everything you need to know to start your Washington corporation.

How to start a corporation in Washington

Incorporating means registering your business as a corporation so the law sees it as its own entity, separate from you. Each state has its own rules for how to do this, so the process can seem confusing. Let’s go through each step: 

1. Choose a name for your Washington corporation

Your corporation’s name should be unique and make a statement about your business. Make sure it complies with the following Washington 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.

Need help coming up with a business name for your corporation? Try the Rocket Copilot™ AI Business Name Generator, a free tool to help you brainstorm business names and get started registering your corporation.

2. Decide between a Washington S-Corp and C-Corp tax designation

There are similarities between a Washington S-Corp and a C-Corp regarding personal liability, management, structure, and compliance. The differences, however, come down to the following:

• 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.

3. Appoint directors and shareholders for your Washington corporation

Each state has its own personnel requirements for incorporating. In Washington, there is no minimum number of directors or officers, but corporations must have at least one incorporator. Washington doesn't require that you disclose your officers and directors in your Articles of Incorporation.

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. Additionally Washington has no published minimum age requirement for incorporators, directors, or officers.

4. Choose a Registered Agent

A Registered Agent is the person or business responsible for receiving tax, legal, and government documents during regular business hours. It's important that every business has one. You can either serve as your own registered agent (if you have a Washington address) or choose one to do that service for you (if you are not located in Washington or would like an extra layer of privacy).

5. File your Articles of Incorporation with the state of Washington

Once you have a business name and registered agent, you can register your business as a Washington corporation with the state by filing your Articles of Incorporation. This document may be referred to informally as a corporation's "Articles," or in other states, it may be called a "Certificate of Organization," "Certificate of Filing," or "Certificate of Formation."

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.

6. Get an Employer Identification Number (EIN)

Before opening your doors for business, apply to the IRS for an employer identification number, or EIN. All corporations with employees in Washington must have an EIN. An EIN is similar to your Social Security number, but it's for businesses. You'll also need an EIN to open your corporate bank account.

Congratulations! After you have completed all these steps, you have formed your Washington corporation.

What to do after incorporating in Washington

Washington corporations must create and maintain certain business records, such as Bylaws and 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.

Still have questions? Learn more about how to start your own business with Rocket Lawyer and get started today!
 

Key takeaways Starting a corporation in Washington means following state rules, like choosing a unique name, filling out paperwork, and paying fees to make it official. One important choice is deciding how your corporation will be taxed in Washington, either as an S-Corp or a C-Corp. This affects how the business and owners pay taxes, and the differences between the two change from state to state. After forming the corporation, it is required that you keep records like bylaws and meeting notes to stay in good standing with the state and prove your business is real and operating correctly.

Additional resources

Learning how to enforce a contract is just one step. Explore these additional topics to learn more and take the next steps.

• What is a corporation?
• What is an S-corporation?
• How are corporations taxed?
• How to start a corporation
• How to register a corporation by state