Washington corporations: How to form and maintain your Washington corporation

Should you form your corporation in Washington? We've collected the relevant information that will help you make this decision.

Pros

• Gross tax rate of 0.138-1.8% 
• No income tax
• Qualified workforce
• Home to one of the top 20 metro areas in the US
• Among top 10 "Best States for Business" (Forbes 2016)

Cons

• Owner disclosure in original filing
• Competitive market
• High cost of living

Cost of doing business

• $180 filing fee / $71 annual statement

Privacy

• Owner disclosure in original filing

Forming your corporation in Washington

The name
In order to communicate to the public that your new business is incorporated, its official name will need to end with one of the following signifiers (or a relevant abbreviation): “incorporated”, “Company”,  “limited”, or “corporation.” In addition, it is required that the name of your business is not intentionally misleading to consumers, for any reason. Your company’s new name must also be completely unique, and not deceptively similar to any other organizations name or trademarks. The use of the word “Cooperative” is also restricted, along with several terms common to the financial industry. Do a FREE name search now.

Board of directors requirements
You will need to form an official board of directors when incorporating in Washington. Here are the states explicit regulations regarding these directors:

• Required number of directors
  Washington corporations must have at least one director listed in their incorporation documents.
• Age restrictions
  Directors of corporations located in Washington can be of any age.
• Residence restrictions
  There are no residence restrictions imposed on the directors of C corporations in Washington. However, S corporations are only allowed to have directors located in the United States.
• What information needs to be included in the Articles of Incorporation?
  Washington does require the names and addresses of directors to be disclosed in incorporation documents.

Requirements for the Articles of Incorporation

The Articles of Incorporation is a document that must be filed during the incorporation process in every state. Here is the information that must be included in this document when filing in Washington:

Stock information
Washington requires the number of initial shares outstanding, and their par value, to be disclosed during the incorporation process. The number of outstanding shares does not affect initial state filing fees.

Officer information
The state of Washington does not require officer information to be disclosed during the filing process.

Registered agent information
All Washington corporations must have a registered agent on file, and submit their name and address (which cannot be a PO box). This agent will be required to be accessible during standard business hours, and act as the state’s point of contact with the company. Learn more about registered agents.

Additional Washington filing requirements

Many states have steps in the incorporation process that are unique to that state. These can also vary at the municipality or county level as well. Here are the steps required throughout all of Washington:

Initial report deadlines
All corporations in Washington must file an initial report within 120 days of incorporating.

If your business is a professional practice
Professional service corporations are permitted to form under the professional corporation (PC) structure.

Corporate record keeping requirements

Corporations are required to keep formal documentation regarding several of their operations. These are the explicit record keeping formalities required by Washington:

• Three years worth of comprehensive and complete financial records
• Records that detail the owners and class of all outstanding stock shares
• The business address and names of all officers and directors
• Meeting minutes for all shareholder meetings over the past three years
• A copy of all written communications with shareholders within the previous three years
• A copy of the corporation’s most recent annual report and initial report

Washington corporate taxation and fee requirements

There are several tax and fee requirements that must be addressed by corporations in Washington. They are as follows:

Taxation
All states have complex taxation requirements. For more information regarding taxes in Washington, it is advised that you visit the state’s official business related website. 

Annual report requirements
Corporations in Washington are required to file an annual report before the end of their anniversary month each year. There is a $71 fee associated with this filing. Learn more about annual reports.

Tax identification numbers
Washington requires an EIN (employee identification number) for all corporations that will have employees, and most banks will require one to open accounts. Washington does not require corporations to obtain state tax ID numbers. Learn more about EINs.

Business license requirements

The business licenses and permits required in Washington vary wildly depending on the county or municipality in which your new corporation is located. If you would like to see more in-depth information on licenses and permits, please feel free to visit the content in our learning library that covers business licenses and permits.

S corporation election
Washington does not recognize S corps for state tax purposes and treats all corporations as C corps for state-level taxation. However, S corps can still exist in the state and are treated as such for federal taxes.

Need a Washington LLC instead? Click here.