How much does it cost to form a corporation in Washington?

The state filing fee is $200. ClearFormation includes registered agent service in every plan. C-Corp vs S-Corp is a tax election, not a different state fee.

How long does it take to incorporate in Washington?

The Washington Secretary of State usually processes filings in 2-3 business days online. Expedited options may be available from the state.

How do I form a corporation in Washington?

Pick a compliant name, appoint an in-state agent, file Articles of Incorporation with the Washington Secretary of State ($200), adopt bylaws and issue stock, get an EIN, and file Annual Report filings. Then choose C-Corp (default) or S-Corp (Form 2553) tax treatment.

Do I need a registered agent for a Washington corporation?

Yes. Every Washington corporation needs an in-state agent with a physical address. ClearFormation includes agent service in all 50 states.

Does a Washington corporation have to file an annual report?

Yes. Washington requires a Annual Report, due Anniversary month, fee $60. None (B&O tax applies on gross receipts).

Should you be your own Washington registered agent?

You can if you have a physical WA address and are there during business hours. Most corps use a commercial agent to keep their home off public records.

Does running a corporation in Washington involve more paperwork than running other types of businesses?

Yes. A corporation needs bylaws, board meetings, minutes, a stock ledger, and an annual federal return (Form 1120 for C-Corp, 1120-S for S-Corp). An LLC is simpler for owner-operated businesses.

What is the difference between an LLC and a corporation in Washington?

Both give liability protection. An LLC defaults to pass-through tax with fewer formalities. A corporation can issue stock and elect C-Corp or S-Corp tax treatment.

Is an LLC better than a corporation?

For owner-operated businesses without VC plans, an LLC is usually simpler. A corporation fits founders who need stock options, institutional investment, or an S-Corp election on a corporate entity.

How many people are needed to form a corporation in Washington?

Washington allows one shareholder and one director. A solo founder can be the sole incorporator, director, and all officers.

Can I form my Washington corporation online?

Yes. Washington accepts online filings through the Washington Secretary of State. ClearFormation files online and returns stamped docs to your dashboard.

How do I change my corporation's name in Washington?

File Articles of Amendment with the Washington Secretary of State and pay the state fee. Update bylaws, bank accounts, and contracts that use the old name.

How do I dissolve my Washington corporation?

Get board and shareholder approval, file dissolution papers with the Washington Secretary of State, pay state taxes, and file a final federal return (Form 1120 or 1120-S).

Does Washington have other professional entity types?

Washington may offer professional corporations (PCs) for licensed fields. Check Washington Secretary of State rules for your profession.

Do I need an EIN for my Washington corporation?

Yes. Every corporation needs an EIN for banking, payroll, and federal tax returns. ClearFormation can file for non-US founders without an SSN.

LLC vs corporation in Washington — which should I form?

An LLC is simpler and pass-through by default. A corporation fits VC fundraising, stock options, or an S-Corp election. US VCs often prefer a Delaware C-Corp for priced rounds.

Can a non-US resident form a corporation in Washington?

Yes. Washington has no US residency requirement for shareholders or directors. You need a US agent (included) and an EIN from the IRS. Non-US owners generally cannot elect S-Corp, so the default is C-Corp tax.

Can I convert a Washington LLC into a corporation later?

Yes. Washington allows statutory conversion or a Delaware flip before a priced round. You file conversion papers and issue stock to former members.

What's the difference between a C-Corp and an S-Corp in Washington?

They are the same Washington corporation filing with the Washington Secretary of State. C-Corp is the default tax treatment. An S-Corp elects pass-through tax via Form 2553 but caps at 100 US shareholders and one stock class.

When does forming a corporation in Washington make sense (vs. Delaware)?

Form in Washington if you operate mainly there and are not raising VC soon. US VCs usually prefer a Delaware C-Corp for institutional rounds.

Do corporations in Washington need to hold annual meetings?

Yes. Hold at least one board meeting and one shareholder meeting each year with documented minutes to preserve the liability shield.

Does a Washington corporation need a separate bank account?

Yes. Keep corporate and personal funds separate. You need stamped Articles, an EIN, and a board resolution to open the account.

How much does it cost to incorporate in Washington?

The Washington corporation filing fee is $200. Ongoing: Annual Report ($60, due Anniversary month). None (B&O tax applies on gross receipts).

Washington corporation vs LLC — which should I choose?

Choose a Washington LLC for pass-through tax and simpler compliance. Choose a Washington corporation if you plan to raise venture capital, issue stock options, or create multiple share classes. The same corporation can be taxed as a C-Corp or S-Corp.

What happens after incorporating in Washington?

Adopt bylaws, hold an organizational board meeting, issue founder stock, obtain an EIN, open a corporate bank account, and calendar the Annual Report (Anniversary month).

Incorporation cost in WA

The corporation filing fee is $200. Ongoing: Annual Report ($60, due Anniversary month). None (B&O tax applies on gross receipts).

WA · Corporation formation

Form a corporation in Washington

Incorporate a Washington corporation: $200 filing fee, 2-3 business days online processing with the Washington Secretary of State. Choose C-Corp or S-Corp tax election. Includes a registered agent. No state personal income tax and a deep Seattle tech market.

Business Formation + Registered Agent

$298first year

+ $200 WA state filing fee

Washington corporation formation ($149 one-time)
WA Registered Agent — 1 year included ($149/yr after)

Start your WA corporation

Washington corporation at a glance

Quick reference for incorporating a for-profit corporation in Washington with the Washington Secretary of State. C-Corp vs S-Corp is a tax election on the same filing.

State filing fee	$200
Processing time	2-3 business days online
Filing agency	Washington Secretary of State
Registered agent	Required — physical WA street address
Annual report	Annual Report — $60, due Anniversary month
Franchise / corporate tax	None (B&O tax applies on gross receipts)
Registered agent (ClearFormation)	Included with formation

How to form a corporation in Washington

There are six steps. File Articles of Incorporation with the Washington Secretary of State, pay the $200 state fee, and appoint a Washington registered agent. Most filings finish in 2-3 business days online.

1
Step 1: Name your Washington corporation
- Your name must include "Corporation", "Incorporated", "Company", or an abbreviation.
- It must be unique on Washington Secretary of State records.
- Search before you file.
- Words like "bank" may need approval.
- ClearFormation runs a name check before we file.
2
Step 2: Appoint a Washington registered agent
- Washington requires a registered agent with a physical WA street address.
- They accept lawsuits and state mail during business hours.
- A commercial agent is for when you don't have a local street address or can't be there during business hours.
- ClearFormation includes agent service in all 50 states.
3
Step 3: File with the Washington Secretary of State
- Submit Articles of Incorporation with the $200 state fee.
- Processing is usually 2-3 business days online.
- You list your name, agent, authorized shares, and incorporator.
- ClearFormation prepares and files online for you.
4
Step 4: Issue stock and adopt bylaws
- Hold an organizational meeting: adopt bylaws, appoint directors, elect officers, and issue founder stock.
- If stock vests, file an IRS 83(b) election within 30 days.
- Included with ClearFormation.
5
Step 5: Get your EIN from the IRS
- You need an EIN to open a US bank account, hire staff, and file Form 1120.
- The IRS issues EINs for free.
- ClearFormation can file Form SS-4 for you — including for non-US founders without an SSN.
6
Step 6: Stay compliant in Washington
- Washington requires the Annual Report ($60), due Anniversary month.
- None (B&O tax applies on gross receipts).
- ClearFormation tracks deadlines and pre-fills your report.

Form your WA corporation now

We prepare the filing, include a WA registered agent, and walk you through bylaws and stock. Choose C-Corp or S-Corp tax election.

Start your WA corporation

How much does a Washington corporation cost?

One-time state filing fee to the Washington Secretary of State
Ongoing state reports and any franchise or income tax
Federal EIN and annual Form 1120 corporate tax return

One-time Washington formation cost

The Washington corporation filing fee is $200. Bylaws and stock certificates are included with ClearFormation.

Ongoing Washington corporation cost

The Annual Report is $60, due Anniversary month. None (B&O tax applies on gross receipts). A C-Corp files federal Form 1120 and pays 21% federal corporate tax on profits. An S-Corp election (Form 2553) uses Form 1120-S instead.

What's included with ClearFormation

Registered agent service bundled into every plan
Bylaws, stock certificates, and organizational consent
Optional EIN filing for non-US founders without an SSN

Fees reviewed against Washington Secretary of State (last reviewed June 2026).

Ready to file in Washington?

State fee is $200. Our formation plan includes your first year of WA registered agent service.

Start your WA corporation

Post-incorporation checklist for a Washington corporation

Stamped Articles from the Washington Secretary of State create your company legally. Complete these steps in the first 30 days:

1. Adopt bylaws and hold the organizational meeting

Appoint the initial board and adopt bylaws.
Elect officers and authorize a bank account.
Approve the founder stock plan at the organizational meeting.

2. Issue founder stock and file 83(b) elections

Issue founder shares at par value on day one.
If stock vests, each founder must file an IRS 83(b) election within 30 days.
Missing the 83(b) window cannot be fixed later.

3. Get your EIN and open a corporate bank account

Get a corporate EIN — never use a founder SSN for the business.
Bring stamped Articles, EIN letter, bylaws, and a board resolution to the bank.
Keep personal and corporate funds in separate accounts.

4. Lock in tax and compliance calendars

Federal Form 1120 is due April 15 for calendar-year corps.
State: Annual Report is $60, due Anniversary month. None (B&O tax applies on gross receipts).
Foreign-owned corps may need Form 5472 with the corporate return.

5. BOI report — only if foreign-formed

Domestic US corps do not file a BOI report as of March 2025.
Foreign-formed entities registered in the US must file within 30 days of US registration.

Annual cadence: board meeting, shareholder meeting, Form 1120, Annual Report renewal, updated cap table.

Start your WA corporation today

Name check, state filing, registered agent, bylaws, and stock certificates in one checkout. Choose C-Corp or S-Corp tax election.

Form my WA corporation

What is a Washington corporation?

A Washington corporation is a for-profit company filed with the Washington Secretary of State. The same entity can be taxed as a C-Corp (default — Form 1120, 21% federal corporate tax) or an S-Corp (Form 2553 pass-through). It is built for stock issuance, employee equity, and fundraising. For a full LLC vs corporation comparison, see our LLC vs corporation guide.

No state personal income tax and a deep Seattle tech market. Incorporate in WA when you operate primarily here and want a domestic corporation without a Delaware flip. Non-US founders can own 100%.

Why incorporate in Washington?

VC-ready structure — preferred stock, board governance, ISO options.
One domestic filing — $200 with the Washington Secretary of State; simpler than DE + foreign qualification for local operators.
Limited liability — shareholders are generally not personally liable for corporate debts.

Washington corporation pros and cons

Drawbacks to weigh before you incorporate:

C-Corp default means double taxation — 21% federal corporate tax, then tax again on dividends. An S-Corp election avoids that if you qualify.
More formalities — annual board and shareholder meetings, minutes, bylaws, and stock ledger maintenance.
Washington corporate tax: None (B&O tax applies on gross receipts).
US VCs often prefer Delaware C-Corp over a Washington domestic corporation for priced rounds.

Types of corporations in Washington

C-Corporation — default tax treatment of the same corporation; unlimited shareholders and multiple stock classes.
S-Corporation — same formation filing, but elect pass-through tax via IRS Form 2553 (100-shareholder cap, one stock class).
Professional corporation (PC) — may be required for licensed professions; check Washington Secretary of State rules.
Nonprofit corporation — separate filing path if you seek 501(c)(3) status (not covered here).

Is a Washington corporation right for you?

Compare alternatives before filing:

LLC in Washington — simpler pass-through tax for owner-operated businesses.
S-Corp vs LLC — payroll tax savings with added compliance.
LLC vs corporation — full comparison of structures.
Best state to form a business — if you're weighing Washington vs Delaware.

Corporate governance in Washington

A Washington corporation is more formal than an LLC. After the Washington Secretary of State approves your filing:

Adopt corporate bylaws.
Appoint a board of directors.
Elect officers (President, Secretary, Treasurer — titles can vary).
Issue stock to founders at the organizational meeting.

What does a corporate board of directors do?

Oversees major decisions: budgets, stock issuances, CEO hire, financings.
Early-stage founders often sit on the board themselves.
Document decisions in written consents or meeting minutes.
Skipping minutes is the fastest way to lose corporate veil protection.

What kind of stock can I issue?

Authorize common stock for founders in your Articles of Incorporation.
Reserve preferred stock for future investors when needed.
List authorized share counts and par value on the formation document.
ClearFormation includes bylaws and stock certificates for founder issuance.

Officers and day-to-day operations

Officers run daily operations; the board sets strategy.
A solo founder can be the sole director and hold all officer roles.
Update cap table, bylaws, and board composition as you add co-founders or investors.

Foreign entities doing business in Washington

Out-of-state corps with staff, offices, or major sales in Washington may need to register as a foreign corporation with the Washington Secretary of State.
That filing needs a WA registered agent with a physical in-state address — included with ClearFormation.
If you incorporate in Washington but operate elsewhere, you may need to foreign-qualify in those states instead.
See our foreign qualification guide or get a WA registered agent.

Washington Secretary of State contact information

File Articles of Incorporation with the Washington Secretary of State.
Search the state business database to confirm your name is available.
Keep stamped formation docs with your bylaws, stock certificates, and EIN letter for banking and investors.

How is a Washington corporation taxed?

By default a Washington corporation is a C-Corp and pays tax at these levels:

Files IRS Form 1120 and pays 21% federal corporate income tax on profits.
Dividends to shareholders are taxed again on personal returns — the classic double tax.
State level: None (B&O tax applies on gross receipts)
File the Annual Report ($60) with the Washington Secretary of State.

Eligible US owners can elect S-Corp treatment (Form 2553) on the same corporation if they meet IRS rules. See S-Corp vs LLC. Operating outside Washington? You may need to foreign-qualify elsewhere.

Quarterly estimated taxes and payroll

Profitable C-Corps often pay quarterly estimated federal tax (Form 1120-W).
With employees in Washington, withhold payroll taxes and file state unemployment returns.
Budget for CPA support — corporate compliance is heavier than a pass-through LLC.

Foreign-owned corporations

25%+ foreign ownership may require IRS Form 5472 with the corporate return.
Non-US founders should plan for this from incorporation day.

How to dissolve a Washington corporation

Get board and shareholder approval to dissolve.
File Articles of Dissolution with the Washington Secretary of State.
Pay outstanding state taxes and cancel foreign registrations.
File a final IRS Form 1120. Skipping formal dissolution can trigger ongoing report fees.

Common Washington corporation mistakes

Missing the 83(b) election window. Founders with vesting stock must file within 30 days of issuance — there is no extension.
Skipping board meetings and minutes. Corporate formalities preserve the liability shield; skipping them is the #1 veil-piercing risk.
Commingling personal and corporate funds. Use a dedicated corporate bank account from day one.
Missing the annual report. Can cost you good standing or trigger administrative dissolution.

Corporation vs LLC in Washington: which should you form?

Both entities give you the same liability shield. The main differences are tax, ownership, and fundraising options. A corporation can be taxed as a C-Corp (default) or an S-Corp (Form 2553).

Form an LLC in Washington if

You want pass-through tax with less paperwork.
You do not plan to raise US venture capital.
You run a consulting firm, agency, store, or freelance business.