Form a Washington Corporation — The Clear, Correct Way

A corporation is a separate legal person. Once it exists, the company signs its own contracts, holds its own bank accounts, owns its own property, and — critically — carries its own liabilities. If the business is sued or can't pay a debt, the people behind it are generally shielded, provided the corporation is run as a genuine separate entity and not as a personal piggy bank.

Washington corporations are governed by the Washington Business Corporation Act, codified at Title 23B of the Revised Code of Washington. That statute defines who runs the company, what filings keep it alive, and what protections shareholders enjoy. When you incorporate here, you're opting into that framework and the Secretary of State's Corporations and Charities Division becomes your entity's official home of record.

What incorporating gets you

• Liability separation. Shareholders risk the money they put in, not their houses and savings, when the corporation is operated properly.
• A structure investors understand. Venture capital, angel money, and stock option plans are built around C-corporations. If you plan to raise outside capital or grant equity to employees, the corporate form is the path of least resistance.
• Perpetual existence. A corporation doesn't dissolve because a founder leaves or dies; ownership simply transfers with the shares.
• Credibility. Suppliers, lenders, and enterprise customers often take an incorporated company more seriously than a sole proprietorship operating under a personal name.

The Washington tax picture

Washington has no personal or corporate income tax, which surprises people who assume every state taxes profit. What Washington does have is the Business and Occupation (B&O) tax — a tax on gross receipts, not net profit — administered by the Department of Revenue, entirely separate from your Secretary of State filings. Every active business generally registers with the DOR and files B&O returns on its own schedule. This is worth planning for with an accountant, because the B&O tax applies even in years the company loses money, since it's based on revenue rather than profit.

Corporations are created by filing Articles of Incorporation with the Secretary of State through the Corporations and Charities Filing System (CCFS). CCFS is the state's online portal for everything from formation to annual reports, and filing online is faster and cheaper than mailing paper forms.

The Articles of Incorporation are a short public document. They establish the corporation's existence and record the basic facts the state needs on file. You are not disclosing your business plan, your finances, or your shareholder roster — those stay private.

What the Articles capture

• Corporate name, including a required designator such as "Corporation," "Incorporated," "Company," "Limited," or an abbreviation like Inc. or Corp.
• Number of authorized shares the corporation may issue.
• Registered agent name and a physical Washington street address, plus the agent's consent to serve.
• Principal office address and the corporation's mailing address.
• Incorporator information — the person forming the corporation, who need not be a shareholder, director, or officer.
• Effective date, if you want formation to take effect on a specific future day rather than immediately.

Processing and the UBI number

Online filings through CCFS are typically processed within a few business days; paper filings by mail take considerably longer. When your corporation is approved, Washington assigns it a Unified Business Identifier (UBI) — a nine-digit number that ties together your Secretary of State registration, your Department of Revenue tax account, and your Employment Security account. You'll use the UBI across state agencies for the life of the company.

The Initial Report

Washington requires a corporation to file an Initial Report within 120 days of formation. Many filers submit it together with the Articles of Incorporation to get it out of the way. The Initial Report confirms your governing people and addresses on the record; skipping it puts the entity out of compliance almost immediately, so it's not something to leave for later.

Unlike an LLC, a corporation has a defined three-tier structure, and Washington law assumes it's in place. Understanding these roles up front prevents governance confusion later.

Shareholders, directors, and officers

• Shareholders own the corporation by holding shares of stock. They don't run daily operations; their main powers are electing the board of directors and voting on fundamental changes like mergers, amendments to the Articles, or dissolution.
• The board of directors sets policy and oversees the company at a high level. Washington allows a corporation to have as few as one director. The board hires and supervises officers and approves major decisions.
• Officers — typically a president, a secretary, and a treasurer — handle day-to-day management under the board's direction. One person can hold multiple offices, and in a small company the same individual is often the sole shareholder, sole director, and every officer.

In a solo startup, one person can wear all three hats. The structure still matters, because keeping the roles conceptually distinct — and documenting decisions accordingly — is part of what preserves the liability shield.

Bylaws and the organizational meeting

After the Articles are filed, the corporation adopts bylaws — its internal rulebook — and holds an organizational meeting to elect directors, appoint officers, authorize the issuance of stock, and approve the opening of a bank account. None of this is filed with the state, but it's what turns a name on a certificate into a functioning corporation.

Every Washington corporation must name and continuously maintain a registered agent with a physical Washington street address — a P.O. box alone won't satisfy the requirement. The agent is the corporation's official point of contact for legal and state matters.

What the registered agent handles

• Service of process — lawsuits, summonses, and subpoenas served on the corporation
• Official notices from the Secretary of State, including annual report reminders and any administrative action
• State tax and compliance correspondence routed to the registered address

The agent must be available during normal business hours and must consent to the appointment; Washington records that consent as part of formation. You can serve as your own agent if you have a Washington street address and don't mind it appearing in the public CCFS record, or you can use a commercial registered agent service to keep your home address private and guarantee someone is always available to receive documents.

We prepare and file your Articles of Incorporation through CCFS so you don't have to decode the state portal, guess at the authorized-share and designator rules, or worry about whether the registered agent consent is properly recorded. You give us the corporation's name, addresses, share structure, and agent choice; we assemble the filing correctly and submit it.

We also include registered agent service, so a professional Washington address sits in the public record instead of your home, and there's always someone available to accept service of process and forward state mail to you. After formation, we flag your Initial Report and your recurring annual report deadlines so nothing quietly lapses.

What we don't do

Think of us as a paperwork-filing service — not lawyers, not accountants. We don't give legal advice, draft custom shareholder agreements, structure your equity, or handle your B&O tax strategy — those belong with an attorney or a CPA. What we do is make the state-facing paperwork accurate and on time, so you can spend your attention on the business itself instead of on Washington's filing procedures.