How to Start a Washington Corporation — Step by Step

Your corporation's name has to be distinguishable from every other business entity already on file with the Washington Secretary of State. "Distinguishable" is a legal standard, not a judgment call — two names that differ only by punctuation, spacing, or a word like "the" may not be treated as different. The state checks your proposed name against all registered entities, not just corporations.

Search your name and its close variations in the Corporations and Charities Filing System (CCFS). If a name that's too similar already exists, the state can reject your Articles, which costs you days and a refiling.

Washington naming rules

• The name must include a corporate designator: "Corporation," "Incorporated," "Company," "Limited," or an abbreviation such as Inc., Corp., Co., or Ltd.
• It cannot imply a purpose the corporation isn't authorized to pursue, or falsely suggest a connection to a government agency.
• Words tied to regulated industries — "bank," "trust," "insurance," and similar — may require approval from the relevant Washington regulator before the name is allowed.
• It must be distinguishable from existing entity names in the CCFS database.

Optional: reserve the name

If you're not ready to file but want to hold the name, Washington lets you reserve an available corporate name for 180 days through CCFS for a small state fee. Reservation doesn't create the corporation — it just parks the name while you get organized.

Before you file, you need a registered agent lined up, because the agent has to be named in the Articles of Incorporation and must consent to serve. Washington records that consent as part of the formation filing.

The registered agent is the corporation's official recipient for lawsuits, subpoenas, and state correspondence. Washington requires every corporation to maintain one continuously, at a physical Washington street address, for the life of the entity.

Who can be your registered agent

• Yourself, if you have a physical Washington street address (not just a P.O. box) and are reliably available during business hours. Your address becomes part of the public CCFS record.
• Another individual — a co-founder, an employee, or an attorney — who is a Washington resident with an in-state street address and agrees to serve.
• A commercial registered agent service, which keeps its own professional address on the public record instead of yours, and guarantees someone is always present to accept service of process.

Why the choice matters

Whatever address you list becomes searchable in the public record. If you use your home, anyone looking up the corporation can find where you live. Business owners who value privacy, or who travel and can't guarantee they'll be at a desk during business hours, usually use a commercial service specifically to satisfy the availability requirement without exposing a personal address.

The Articles of Incorporation is the filing that creates your corporation in Washington's records. File it online through CCFS; the state charges a filing fee, and online submission is both cheaper and faster than paper. Consult the Secretary of State's fee schedule for current amounts and expedited options.

Online filings are typically processed within a few business days. Once approved, the corporation appears in the CCFS database, your filing document is available to download, and the state issues your Unified Business Identifier (UBI).

What goes in the Articles

• Corporate name with the required designator
• Number of authorized shares the corporation may issue — the ceiling on stock, not the amount you must issue on day one
• Registered agent name, Washington street address, and recorded consent to serve
• Principal office and mailing addresses
• Incorporator name and address — the person filing, who doesn't have to be a shareholder or director
• Effective date, optionally, if you want formation to take effect on a future day

What you don't disclose

You don't list shareholders, describe your business activities in detail, or reveal any financial information. The Articles are a short creation document. Your bylaws, shareholder records, and stock ledger hold the internal details and stay private.

Washington requires a newly formed corporation to file an Initial Report within 120 days of incorporating. It confirms the corporation's governing people and current addresses on the state record. You can file it separately through CCFS, but the simplest approach is to submit it together with the Articles of Incorporation so it's handled at formation.

Missing the 120-day window puts your brand-new corporation out of compliance right away — an avoidable problem, since the report is short and inexpensive. Treat it as part of formation rather than an afterthought.

The Articles create the shell; the organizational meeting turns it into a working corporation. This meeting, held by the incorporator or the initial directors right after formation, is where the internal structure gets built. Nothing here is filed with the state, but skipping it leaves the corporation legally hollow and weakens the liability shield.

What happens at the organizational meeting

• Adopt bylaws — the internal rulebook covering how directors are elected, how meetings and votes work, and what authority officers hold
• Elect the initial board of directors (Washington allows as few as one)
• Appoint officers — commonly a president, secretary, and treasurer, and one person may hold multiple offices
• Authorize and issue stock to the initial shareholders, recording it in the stock ledger and issuing certificates or electronic records
• Approve opening a corporate bank account and other startup formalities

Keep signed minutes of this meeting in your corporate records. If anyone ever challenges whether your corporation is a real, separate entity, these documents are the evidence that it is.

An Employer Identification Number is the corporation's federal tax ID — the business equivalent of a Social Security number. Every corporation needs one; it isn't optional the way it can be for a single-member LLC.

Why the corporation needs it

• Corporations file their own federal returns and must have an EIN to do so
• Banks require it to open a corporate account
• You need it to hire employees and run payroll
• You'll use it to register with the Washington Department of Revenue for the B&O tax

How to apply

Apply online through the IRS EIN Assistant at IRS.gov. The application takes about ten minutes, and the number is issued immediately — you can download the confirmation and use the EIN the same day. The online application requires a US Social Security number or ITIN for the responsible party. If you don't have one, you can apply by fax or mail using Form SS-4.

With the corporation formed and an EIN in hand, register with the Washington Department of Revenue for your business license and B&O tax account. Washington's system ties this to your UBI, so the state agencies recognize the same corporation across departments. Depending on your activity and location, you may also need city endorsements or industry-specific licenses.

Then open a corporate bank account. Separate finances aren't optional for a corporation — commingling personal and business money is one of the fastest ways to invite a court to disregard the corporate form. Most banks want:

• Your filed Articles of Incorporation
• Your IRS EIN confirmation
• A corporate resolution or your bylaws authorizing the account and naming the signers
• Government-issued ID for each authorized signer

Once the account is open, run every dollar of business income and expense through it, keep clean books, and maintain the corporate records you started at the organizational meeting.

Most of the work is front-loaded into formation. Ongoing compliance for a Washington corporation comes down to a few recurring items.

Annual report

Washington corporations file an annual report through CCFS, due by the anniversary of formation each year, updating your registered agent, addresses, and governing people. It isn't a financial disclosure. Letting it lapse eventually leads the state to administratively dissolve the corporation.

Registered agent and B&O tax

Keep a valid registered agent on file at all times; if the agent changes or moves, update the record promptly. File your B&O tax returns with the Department of Revenue on the schedule the DOR assigns — monthly, quarterly, or annually depending on your revenue. Keep the corporate formalities alive: hold your annual shareholder and board meetings and keep minutes.