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
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.
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).
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).
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.
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).
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.
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.
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.
Frequently Asked Questions
In Washington, articles of incorporation are the founding document you file with the Secretary of State to create a corporation. Filing them makes the corporation a separate legal entity that can own property, sign contracts, and shield its owners from personal liability for the corporation's debts. A domestic for-profit corporation is formed under the Washington Business Corporation Act (Title 23B RCW), and the articles set out the corporation's name, the number of shares it is authorized to issue, its registered agent, and each incorporator (RCW 23B.02.020).
In Washington, articles of incorporation create a corporation, which has shareholders, directors, and shares of stock. A limited liability company (LLC) is formed instead by filing a Certificate of Formation, and an LLC has members rather than shareholders and issues no stock. Both are filed with the Washington Secretary of State and both create a separate legal entity, but they form different kinds of entities under different parts of Washington law. Choose the one that matches the entity you want. Some states call the LLC filing articles of organization; in Washington the document is the Certificate of Formation.
You file the Articles of Incorporation for a domestic profit corporation with the Washington Secretary of State, and the paper filing fee is $180. Filing online through the Corporations and Charities Filing System adds a processing fee, and you can add expedited service for an additional $100. Once the Secretary of State accepts and files the articles, the corporation legally exists in Washington.
Washington requires the articles to include the corporation's name, which must include a word such as Corporation, Incorporated, Company, or Limited or an abbreviation; 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 articles may also list the initial directors and set out the par value of shares, but those items are optional.
The registered agent named in Washington articles of incorporation must have a physical street address in Washington, not a post office box, and must agree to accept legal papers for the corporation. The agent can be an individual who resides in Washington or a business entity authorized to do business in the state. Every Washington corporation must continuously maintain a registered agent in the state under the Washington Business Corporation Act.
No. Washington does not levy a corporate income tax or a corporate franchise tax, so there is no annual minimum franchise tax like the one some other states charge. Instead, corporations doing business in Washington pay the state business and occupation (B&O) tax, a gross-receipts tax administered by the Department of Revenue at rates that vary by business classification. A Washington corporation should confirm its B&O tax obligations with the Department of Revenue.
A Washington corporation must file an Initial Report with the Secretary of State within 120 days of incorporation, and then an Annual Report each year. The Annual Report is due by the last day of the month in which the corporation was originally formed, and the fee for a profit corporation is $70. Filing on time keeps the corporation in good standing; a delinquent filing adds a $25 fee. The report updates the state on the corporation's officers, address, and registered agent.
In Washington, articles of incorporation are the short public document you file with the Secretary of State to create the corporation. Bylaws are a longer internal document the corporation adopts and keeps in its own records, not filed with the state, setting the rules for how the corporation is run, such as how directors are elected and how meetings are held. You need the Washington articles to exist as a corporation and the bylaws to govern it day to day.