How to Form a Corporation in Washington

To establish a corporation in Washington, here's everything you need to know.

By , J.D.

To form a corporation in Washington, you need to take the steps set forth below. To find out what's required to form a corporation in any other state, see Nolo's 50-State Guide to Forming a Corporation.

1. Choose a Corporate Name

Your corporation's name must contain the words "incorporated," "corporation," "limited," or "company," or the abbreviation "Corp.," "Inc., "Ltd." or "Co."

Your corporation's name must be distinguishable from the names of other business entities already on file with the Washington Secretary of State. Names may be checked for availability at the Washington Secretary of State business name database.

You may reserve a name for 180 days by filing a Name Reservation with the Washington Secretary of State. The reservation must be filed by mail. The filing fee is $30.

2. File Articles of Incorporation

Your corporation is legally created by filing Articles of Incorporation with the Washington Secretary of State. The articles must include the: corporate name and address; name, address, and signature of agent for service of process; number of shares the corporation is authorized to issue; name and address of each incorporator; duration of corporation; effective date of articles.

The articles may be filed online or by mail. The filing fee is $180 for postal filing, $200 for online filing.

3. Appoint a Registered Agent

Every Washington corporation must have an agent for service of process in the state. This is an individual or corporation that agrees to accept legal papers on the corporation's behalf if it is sued. A registered agent may be an individual who resides in Washington, or a business entity authorized to do business in Washington. The registered agent must have a physical street address in Washington. The agent should agree to accept service of process on your corporation's behalf prior to designation.

4. Prepare Corporate Bylaws

Bylaws are an internal corporate document that set out the basic ground rules for operating your corporation. They are not filed with the state. Your corporation is not legally required to have corporate bylaws, but you should adopt them because they (1) establish your corporation's operating rules, and (2) help show banks, creditors, the IRS, and others that your corporation is legitimate. For corporate bylaw forms, see Nolo's website or Incorporate Your Business, by Anthony Mancuso (Nolo). Corporate kits also typically contain sample bylaws.

Keep your bylaws, articles, stock certificates, minutes of shareholder and director meetings, and other important papers in a corporate records book. You can use a three-ring binder or order a corporate records kit through a corporate kit supplier.

5. Appoint Directors and Hold First Board Meeting

The incorporator—the person who signed the articles—appoints the initial corporate directors who serve on the board until the first annual meeting of shareholders (when the board members who will serve for the next term are elected by the shareholders). The incorporator should complete and sign an "Incorporator's Statement" showing the names and addresses of the initial directors. The statement need not be filed with the state--keep it in the corporate records book. For a sample Incorporators Statement, see Incorporate Your Business, by Anthony Mancuso (Nolo).

At the first board meeting, the directors appoint corporate officers, adopt bylaws, select a corporate bank, set the corporation's fiscal year, authorize issuance of shares of stock, and adopt an official stock certificate form and corporate seal. Share issuances by small privately held corporations are usually exempt from federal and state securities laws--see the Nolo Corporations FAQ.

Record the directors' actions in corporate minutes prepared by the incorporator or any of the directors. For corporate meeting minute forms, see Nolo's website or refer to Incorporate Your Business, by Anthony Mancuso (Nolo).

6. File Annual Report

Every Washington corporation and foreign corporation authorized to do business in the state must file an Initial Report with the Secretary of State within 120 days of formation. An annual report and license renewal must then be field with the Secretary of State each year. The Secretary of State will send a renewal notice to the corporation's registered agent approximately 45 days before the Annual Report is due. The Initial Report and Annual Report may be filed online or a paper form filed by postal mail. The fee for the Initial Report is $10. The filing fee for the Annual Report is $60.

7. Obtain an EIN

Your corporation must obtain a federal employer identification number (EIN). You may obtain an EIN by completing an online application on the IRS website. There is no filing fee.


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