Washington Articles of Incorporation
Washington articles of incorporation form a corporation by filing with the Secretary of State for $180, setting the name, shares, and registered agent. Attorney review available.
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Introduction
Washington stands out for having no corporate income tax and no corporate franchise tax, taxing business activity through the business and occupation (B&O) gross-receipts tax instead; the articles of incorporation you file with the Secretary of State create the corporation as a separate legal entity under the Washington Business Corporation Act (Title 23B RCW). Filing brings the corporation into existence so it can own property, sign contracts, and give its owners limited liability for the corporation's debts. Washington law requires the articles to include the corporation's name, the number of shares the corporation is authorized to issue, the name and address of the initial registered agent, and the name and address of each incorporator (RCW 23B.02.020). The paper filing fee paid to the Secretary of State is $180; filing online adds a processing fee, and expedited service adds $100. The registered agent must have a physical Washington street address, not a post office box. Unlike many states, Washington has no corporate income tax and no corporate franchise tax; instead, corporations doing business in the state pay the business and occupation (B&O) tax, a gross-receipts tax administered by the Department of Revenue. After the corporation is formed, it must file an Initial Report within 120 days, and then an Annual Report by the last day of its anniversary month each year, with a $70 fee for profit entities. DocDraft builds your Washington articles of incorporation from your facts, with attorney review available before you file.
Key Things to Know
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In Washington, articles of incorporation are the founding document filed with the Secretary of State to create a corporation as a separate legal entity, formed under the Washington Business Corporation Act (Title 23B RCW).
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You file the articles with the Washington Secretary of State and pay a $180 paper filing fee. Filing online adds a processing fee, and expedited service adds $100. The Secretary of State is the filing office for forming a Washington corporation.
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Washington requires the articles to include the corporation's name, the number of shares the corporation is authorized to issue, the name and address of the initial registered agent, and the name and address of each incorporator (RCW 23B.02.020). The name must include a word such as Corporation, Incorporated, Company, or Limited, or an abbreviation.
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The registered agent named in the articles must have a physical Washington street address, not a post office box, and must be continuously maintained. The registered agent receives legal papers on behalf of the corporation.
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Washington has no corporate income tax and no corporate franchise tax. Instead, corporations doing business in Washington pay the business and occupation (B&O) tax, a gross-receipts tax administered by the Department of Revenue at rates that vary by business activity.
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A Washington corporation must file an Initial Report within 120 days of incorporation, and then an Annual Report by the last day of the month in which it was formed, each year. The Annual Report fee for a profit corporation is $70, and a delinquent filing adds a $25 fee.
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Articles of incorporation form a corporation. To form a Washington limited liability company you file a Certificate of Formation instead, and corporate bylaws are a separate internal document the corporation keeps rather than files.
Key decisions before you file
Before you file a Articles of Incorporation in Washington, a few decisions shape the document: which option to choose and what each one means. The Articles of Incorporation guide walks through them.
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Washington Requirements for Articles of Incorporation
File Articles of Incorporation With the Secretary of State
A Washington domestic profit corporation is formed by filing Articles of Incorporation with the Washington Secretary of State. The paper filing fee is $180, filing online adds a processing fee, and expedited service adds $100. The corporation legally exists once the Secretary of State files the articles.
Corporate Name With a Designator
The corporation name in the articles must include a word such as Corporation, Incorporated, Company, or Limited, or an abbreviation, and must be distinguishable from other entities on record with the Washington Secretary of State (RCW 23B.02.020).
Registered Agent With a Washington Address
The articles must name an initial registered agent with a physical Washington street address, not a post office box. Every Washington corporation must continuously maintain a registered agent in the state to receive legal papers (RCW 23B.02.020).
Incorporator Information
The articles must state the name and address of each incorporator (RCW 23B.02.020). The incorporator signs the articles and does not have to be an owner, director, or officer of the corporation.
Authorized Shares
The articles must state the number of shares the corporation is authorized to issue. Washington sets no minimum or maximum number of authorized shares, and the articles may state the par value of shares (RCW 23B.02.020).
Initial Report and Annual Report
A Washington corporation must file an Initial Report within 120 days of incorporation, and then an Annual Report by the last day of its anniversary month each year. The Annual Report fee for a profit corporation is $70, and a delinquent filing adds a $25 fee.
No Franchise Tax, Business and Occupation Tax Instead
Washington has no corporate income tax and no corporate franchise tax. Corporations doing business in Washington instead pay the business and occupation (B&O) gross-receipts tax administered by the Department of Revenue, at rates that vary by business activity.
Corporation Versus LLC
Articles of incorporation form a corporation. To form a Washington limited liability company you file a Certificate of Formation instead. Corporate bylaws are a separate internal document the corporation keeps rather than files with the state.