The Corporation is a business structure that provides personal liability protection by separating the owner’s personal assets from the assets of the business. Thus, a corporation is liable for the actions and finances of the business, while the owners (known as shareholders) are not.
- Corporations provide liability protection for the shareholders
- A corporation can raise non-debt financing by selling shares of the business
- Taxation may be lower than a sole proprietorship or partnership
- Corporations are more complex and expensive to set up than sole proprietorships, partnerships, and Limited Liability Companies (LLC)
- At a minimum, corporations are required to hold an annual board of directors meeting, shareholders meeting, take minutes at the meetings, issue shares, etc., to maintain the entity’s liability protection.
Generally, Corporations are chosen over a Limited Liability Company when a significant amount of funding is being raised from investors. However, due to the cost and complexity of the Corporation, most small businesses are better off forming an LLC.
Related: How to form an LLC in Washington
The following steps are to create a domestic Corporation, which is the most common type for businesses. The other types of Corporations in Washington include a foreign Corporation (an out-of-state Corporation wanting approval to physically operate in the state), a professional Corporation (designated for Corporations offering professional services), or a non-profit Corporation.
Steps to Forming a Corporation in Washington
Step 1: Choose a Name
The first step in forming a Corporation in Washington is selecting a name.
The name of the Corporation has to be different from other entity names in the state of Washington. Check Corporation name availability in Washington.
The name of the Corporation must include one of the following designators at the end of the business name:
- Or an abbreviation of one of those words – Corp., Inc., Ltd., or Co.
A comma may be used after the business name and before the designator. For example, “Common Grounds Coffee Inc.” and “Common Grounds Coffee, Inc.” are both acceptable.
If there is a name you want but are not ready to register the Corporation, you can file the Name Reservation form with the Washington Secretary of State. The name reservation will hold a name for up to 180 days at the cost of $30.
Before selecting a name, you may also want to see if the domain name is also available.
While a Corporation has to select a unique name that another Washington Corporation isn’t using, that doesn’t guarantee that the name isn’t currently used by someone else. Before registering a Corporation name, be sure to do a trademark search to verify it is available for you to use.
Step 2: Choose a Registered Agent
To have a Corporation in Washington, a Washington Registered Agent must be identified to act as a central point of contact to receive legal documents, tax notices, summons, subpoenas, etc., on behalf of the Corporation. This can either be a resident of Washington or a commercial registered agent service.
You can act as the Corporation’s Registered Agent in Washington, and you are not required to pay for a registered agent. The requirements to be a Registered Agent include generally being present at the registered address during normal business hours and having a physical street address in the state. A PO Box is not allowed.
Any individual meeting the requirements can be the agent; however, the agent’s name and address will become public record, and with that comes a loss of privacy. This is more important for some entrepreneurs, especially when doing business from home or are still employed. Hiring a company like Northwest Registered Agent to be the Registered Agent will help protect their privacy.
Step 3: File the Washington Articles of Incorporation
Next, you can start filing the Articles of Incorporation with the Secretary of State. The Articles of Incorporation can be filed on the Secretary of State’s website or paper form.
The information requested includes:
- The name of the Corporation, which must contain the word “Corporation,” “Incorporated,” “Limited,” “Company,” or an abbreviation.
- Number of shares the Corporation is authorized to issue
- Class of shares (common stock is most common).
- Effective date of the Corporation. If you want to finalize the paperwork of the Corporation but not have it start for up to 90 days in the future, enter the future date. Otherwise, choose upon filing.
- Duration of the Corporation. Most will choose perpetual existence as an end date of the business hasn’t been determined. Some businesses (such as an investment fund or real estate investment) will have a final date already established to close the Corporation.
- Registered Agent’s name and physical address. An important step in filing the Articles of Incorporation is to have the Registered Agent sign their consent to serving as the Corporation’s Registered Agent.
- Name, address, and signature of the incorporator(s). These can be one of the owners of the Corporation or someone helping with the formation of the entity.
The Washington Articles of Incorporation can be filed online or submitted by mail. The mailing address is:
Washington Secretary of State
801 Capitol Way S
PO Box 40234
Olympia WA 98504-0234
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Step 4: Create Corporate Bylaws
Bylaws are the general guiding principles and procedures of the operations of the business. For example, the bylaws may include the name of the officers of the Corporation, responsibilities of the board members, terms of office, procedures for removing or adding a new director or shareholder, policies for authorizing new shares, when shareholder meetings will be held, and more.
While bylaws are required in Washington, they are a critical document for reducing owner and shareholder disputes. An attorney can help draft bylaws, or you can use a template to generate your own with LawDepot or RocketLawyer.
Step 5: Hold the Initial Board of Directors Meeting
During the first board meeting, the board of directors will, at a minimum, elect the officers of the Corporation (the President, Vice President, Treasurer, and Secretary). They will also typically review and approve corporate bylaws, choose a bank, issue shares of stock, and decide whether the Corporation will be taxed as a C corporation or S corporation.
It’s critical to remember that taking meeting minutes at all meetings is necessary to protect the shareholders from lawsuits and court actions. The minutes provide a record of all decisions and actions taken during the meeting. Minutes aren’t filed with the state, however, they need to be stored with other Corporate documents.
Step 6: Issue Shares of Stock
In exchange for money or services, the Corporation can exchange shares of stock. The number of shares of stock issued cannot be more than the number of authorized shares listed in the Articles of Incorporation.
Alternatively, an inexpensive Corporate Kit can be purchased from Amazon, which has a corporate records book, blank stock certificates, initial meeting minutes template, a corporate seal, and more.
Step 7: Obtain an EIN
The EIN or Employer Identification Number (also called a Federal Employer Identification Number, FEIN, or Tax ID Number) is a unique 9-digit tax identification number assigned to a business by the Internal Revenue Service (IRS). Similar to a social security number for an individual, the EIN identifies the Corporation for tax purposes. The EIN will be needed to hire employees, open a bank account, register for business licenses and permits, file tax returns, and more.
There is no cost for the EIN when registering through the IRS. The number is available immediately when applying through the IRS website; however, you can also register by phone, fax, or mailing IRS Form SS-4.
Related: How to Apply for an EIN
Step 8: Elect the Corporation’s Form of Federal Income Taxation
By default, a new corporation will be taxed by the Internal Revenue Service (IRS) like a C-Corporation. C-Corporations pay corporate taxes on their profits, and the owners pay personal income taxes on their dividends.
A Corporation can elect to be taxed as an S-Corporation. S-Corporations are taxed as “pass-through entities,” which means the Corporation itself does not file corporate taxes. Instead, the profits (or losses) “pass through” to the shareholders, who then report this income on their individual taxes.
For most small businesses, the S-Corporation tax election is the most beneficial because it eliminates the double taxation of the C-Corporation. This tax election can be changed; however, it is highly recommended to talk with an accountant before making this decision.
Step 9: Open a Bank Account
Opening a bank account for your Corporation is important for liability protection as the bank account separates the business’s funds from the member’s personal funds.
Several documents will be needed to open a business bank account, such as:
- A banking resolution is a document that authorizes the members to open a business bank account on behalf of the LLC.
- Copies of the original Articles of Incorporation showing the creation of the Corporation in addition to the bylaws.
- Driver’s licenses of the members.
- Depending on the age of the Corporation, a Washington Certificate of Good Standing may be needed to prove the business entity is active and in good standing with the state.
Related: How to Open a Business Bank Account
Step 10: Apply for Business Licenses and Permits
Depending on what your business does and where it is located, various business licenses and permits will likely be needed before starting your business. Some common registrations include:
- Business License Application – All LLCs in Washington will need to apply for a state business license. This registration will quickly get a business set up with the Department of Revenue, Department of Labor & Industries, and the Employment Security Department, and any Specialty Endorsements and/or City Endorsements. The fee for the Business License Application is $19.
- Professional License – Certain services such as barbershops, accountants, salons, and others must be licensed.
- Sales Tax Registration – In order to sell products and certain services and collect sales tax, registration for the Unified Business Identifier (UBI) with the Washington Department of Revenue will be necessary.
- Business and Occupation Tax (B&O Tax) – Even though Washington has no income tax, it does assess a tax on business income. All businesses generating over $12,000 in sales annually will pay this tax.
Step 11: File the Initial Report
Corporations in Washington state must file an Initial Report with the Secretary of State within 120 days of formation.
The filing fee for the Initial Report is $10
Step 12: File Annual Report and Business License Renewal
Corporations are required to submit an annual report with the Washington Secretary of State.
The filing fee for the annual report in Washington is $60.