Step 3: Decide on share structure
The number of shares of stock that the corporation is authorized to have must be included in the Articles of Incorporation. The corporation must have at least one authorized share.
Step 4: File Articles of Incorporation with the State of Washington
The Articles of Incorporation is the document that is used to officially create a corporation. In Washington, Articles of Incorporation are filed with the Secretary of State’s office.
Articles of Incorporation requirements for Washington State:
- United Business Identifier (UBI). A UBI is a nine-digit number issued to individuals and entities doing business in the State of Washington upon successful completion of the Articles of Incorporation filing.
- Corporate name
- Period of duration
- Effective date of filing
- Registered agent name and address. The agent must also sign a consent to serve as registered agent.
- Corporate shares. Number and type of shares.
- Return address for the filing (optional)
- Incorporator name, address, and signature
Note on initial reports: Corporations (excluding nonprofit corporations) formed in Washington are required to file an initial report within the first 120 days of existence. There is the option to file the report with the Articles of Incorporation with no additional filing fee.
Step 5: Hold an organizational meeting
After forming a corporation, you must observe certain corporate formalities such as having annual directors’ and shareholders’ meetings and more, to preserve the limited liability a corporation provides its owners.
The purpose of the initial organizational meeting is to complete the organization of the corporation after the Articles of Incorporation is filed. If initial directors are named in the Articles of Incorporations, these directors hold the meeting. If initial directors are not named, the incorporator holds the meeting. A sample of the actions required to complete the organization include -
- Appointing directors (if initial directors were not named in the Articles of Incorporation)
- Adopting corporate bylaws
- Electing officers
- Issuing stock
- Selecting a corporate bank
- Setting the organization’s fiscal year
- Setting up a corporate records book
Step 6: Prepare corporate bylaws
Corporate bylaws set out the basic rules for how the business and affairs of the corporation will be conducted. This governing document is not filed with the state, but it is a requirement for Washington corporations.
Bylaws generally cover areas of internal management, including the roles of directors and officers and the holding of shareholders’ and directors’ meetings. Bylaws may contain any provision not inconsistent with law or the Articles of Incorporation.
Step 7: Issue shares of stock
Stock refers to the overall ownership in a corporation, while shares represent units or a percentage of that ownership. This is why the owners of a corporation are referred to as shareholders.
A corporation may issue any amount of shares up to the authorized amount set forth in the Articles of Incorporation. To increase the authorized amount requires an amendment to the Articles.
Step 8: Get an EIN
A federal employer identification number, or EIN, is an IRS-issued identification number for businesses. This number is also commonly referred to as a FEIN or federal tax ID number. All corporations are required by federal tax law to obtain an EIN.
An EIN is used for tax filings, as well as for other important business activities, such as opening a business bank account, obtaining a loan, or paying invoices. Check out our article on federal EINs for more information.
Step 9: Select a tax election (S corporations)
In order for a corporation to become an S corporation, it will need to meet eligibility requirements and file Form 2553 (Election by a Small Business Corporation) with the IRS.
Note that an S corporation is not a separate business structure, but an IRS tax classification. By default, a corporation is taxed by the IRS as a C corporation.
Read What is an S Corp for information on the difference between taxation under Subchapter S of the Internal Revenue Code and Subchapter C, eligibility requirements for filing, and information on maintaining tax status under Subchapter S.
Step 10: Comply with other tax and regulatory requirements for Washington businesses
Your Washington corporation may be required to complete additional compliance steps in order to legally do business in the state. The following are a few possible requirements:
- Initial report. Domestic business entities (other than a limited liability partnership or nonprofit corporation) are required to file an initial report with the Secretary of State’s office within the first 120 days of existence. The report may be submitted along with the formation document at no additional fee. Otherwise, the filing fee is $10.
- State business license. Most businesses will need to obtain a Washington State business license from the Department of Revenue.
- Occupational licenses. A number of professions and industries require registration with and obtaining licensing from a state agency.
- Employees. Your corporation will have specific requirements if it has employees, including having a federal EIN, reporting new hires (and re-hired) employees to the Division of Child Support (DCS), and obtaining Workers’ Compensation insurance.
- Local business licenses and permits. Your Washington corporation may need to obtain a local business license, as well as fulfill other local license and permit requirements.
- Trade name filing. The corporation will need to register its trade name or “doing business as” name with the Department of Revenue if it plans on conducting business using a name other than the one listed on its Articles of Incorporation.
- Annual report. Washington corporations are required to file an annual report with the Secretary of State’s office. The report is due by the end of the anniversary month of the corporation’s formation.
Washington State (WA) corporation basics and FAQs
What is the cost to incorporate in Washington
At BizFilings, we clearly outline our fees and the state fees to form a Washington corporation. View our pricing to incorporate as a C corporation or S corporation to see:
- BizFilings’ package prices. BizFilings offers three incorporation service packages from which you can choose.
- State fee for standard turn-around. Our pricing clearly shows the state fee to incorporate in Washington with standard turn-around.
- Expedited turn-around. You will see the BizFilings and state fee, if any, for expedited turn-around.
- Certified copy. Our pricing also clearly displays the BizFilings and state fee, if any, for issuing a Certified Copy of the Articles of Incorporation.
