Form a Washington Corporation

Incorporate Washington Online: Form a Washington (WA) corporation. Incorporate in Washington online with the Washington incorporation experts at LawInc.com Forming a Washington corporation has never been simpler. We will help you form a Washington corporation, the right way. To simply incorporate in Washington, click on “Order Now.” Please feel free to call us, anytime, with any questions. Incorporate Washington today.

Incorporating in Washington

Incorporating a Washington corporation can be vital to businesses based of Washington. At LawInc, we prepare your Washington corporation Articles of Incorporation, bylaws, stock certificates, stock ledger and more. We can even obtain your Washington corporation Tax ID number and file your Washington S corporation election with the IRS.

Washington Incorporation Information

The following Washington incorporation information will likely be helpful when deciding to incorporate in Washington.

Washington Corporation Name

The first step in forming a Washington corporation is selecting the business name. Washington corporation names:

• Must contain “Corporation”, “Incorporated”, “Company”, “Limited”, “Corp.”, “Inc.”, “Co.” or “Ltd.”.
• Must be distinguishable upon the records of the Washington Secretary of State from any other formally organized entity registered with the Washington Secretary of State’s office, such as corporations, limited liability companies, limited partnerships, and limited liability partnerships.

An available Washington corporation name may be reserved with the Washington Secretary of State for a 180 day period.

LawInc.com permits you to choose up to three names and will conduct a name search for your Washington corporation, prior to filing.

Washington Corporation Formation

Washington Filing Procedure: To incorporate in Washington, you must file Washington Articles of Incorporation with the Washington Secretary of State.

Washington Corporation Articles of Incorporation: The Washington Articles of incorporation should include:

• Name of the Washington corporation.
• Number and class of shares the Washington corporation will have the authority to issue
• The effective date of the Washington incorporation.
• The duration of the Washington corporation.
• Name and physical address of the Washington corporation’s registered agent.
• Consent by Washington corporation’s registered agent.
• Name and address of each Washington corporation incorporator.

Washington Corporation Authorized Shares: There is no minimum or maximum number of authorized shares since state incorporation fees are not based on the share structure.

Washington Corporation Original Signatures: The New Hampshire Articles of Incorporation must contain original signatures when submitted for filing.

Washington Corporation Incorporator: Minimum number of incorporators is one (1) person (an individual or entity) and there is no requirement that the incorporator be a resident of Washington.

Washington Corporation Directors: The minimum number of directors is one (1).

Washington Corporation 1244 Stock: Election to have stock classified as IRC Section 1244 stock allows for a substantially larger application of the deduction from business losses to ordinary income than regular stock. With regular stock, you can only offset $3,000 against ordinary income. With the issuance of Section 1244 Stock, the corporation can claim an ordinary loss deduction of as much $100,000.

Washington Registered Agent: When incorporating in Washington, a Washington corporation must maintain a registered agent and office to receive service of process in Washington. The Washington registered agent should be available, at a Washington physical address, during normal business hours to accept important legal and tax documents on behalf of the Washington corporation. The registered agent can either be (1) an individual with a physical Washington address or (2) a corporation authorized to serve as registered agent.

Washington Corporation Post-Filing Requirements

Washington Corporation Annual Report: Washington corporations must file an Washington Corporation Annual report which is first due within 120 days of forming a Washington corporation. Thereafter, it is due by the last day of the Washington corporation’s filing anniversary month. For example, if the Washington corporation is formed on January 10th, the annual report (after the first year) would be due on January 31st. The cost to file a Washington corporation annual report is $69. To file and pay online, visit http://bls.dor.wa.gov/renewcorp.aspx.

Washington corporation annual reports must contain the following:

• The name of the Washington corporation.
• Mailing address of the Washington corporation.
• The name and address of the corporation’s directors and principal officers.

Washington Corporate Minutes: Washington corporations should hold and document annual shareholder and director meetings.

Washington Corporation Taxes

Washington Corporation Taxes: Washington does not have a personal or corporate income tax. However, persons that engage in business in Washington are subject to business and occupation and/or public utility tax, which are based on gross receipts of the business. For more information, visit: http://dor.wa.gov/

Washington C Corporation: When incorporating in Washington, all Washington corporations formed by default are “C” corporations. A Washington C corporation is a Washington corporation that has not made an election to be an “S” corporation. The term C corporation is specifically used because the entity is taxed under subsection C of the IRS code. Washington C corporations are taxed at two levels (“double taxation”). This means that the corporation itself pays its own tax when it makes money (the first tax). The owners or shareholders are then taxed again when they are paid a salary or dividend by the corporation (the second tax). Despite double taxation, Washington C corporations offer many planning and benefit opportunities.

Washington S Corporation: A Washington S corporation is a corporation that has made an election with the IRS to be treated for tax purposes as a “pass-through entity.” This means that corporate profits and losses are passed through to the shareholders (owners) who report them on their own personal tax returns and pay the tax at the individual level. The corporation pays no federal income tax at the corporate level. Washington S corporations are not subject to the double taxation C corporations encounter. As Washington does not impose personal income tax, a subchapter-S election has federal tax law implications, but not Washington tax implications, for Washington corporations with Washington-based shareholders.

These are the 3 main advantages of forming a Washington S corporation:

1. No double taxation: One of the main advantages of Washington S corporation status is that it avoids the double taxation that occurs with a regular Washington C corporation. In a Washington C corporation, the corporation pays income tax on its profits and, if those profits are distributed to shareholders, the shareholders pay income tax on the distribution.
2. Loss deductions: The availability of losses. Shareholders of a Washington S corporation generally may deduct their share of the corporation’s net operating loss on their individual tax returns in the year the loss occurs. Losses of a Washington C corporation, however, may offset only the corporation’s earnings.
3. Self-employment tax savings: By electing S corporation status, only the earnings actually paid out to you as salary are subject to payroll taxes; money left in the business is not subject to payroll taxes or self-employment tax. All income passes through, but its tax status depends on whether it is classified as salary or ordinary income.

Federal Tax Identification Number/Employer Identification Number (EIN): The Federal Tax Identification Number, also known as the Employer Identification Number (EIN) is a number that is assigned to a business by the Internal Revenue Service. An EIN is like a Social Security Number for a business. It is a requisite for certain business functions such as opening bank accounts or hiring employees. When incorporating in Washington, Washington corporations should obtain an EIN. The federal taxpayer identification number of the corporation should be included in the Articles of Incorporation. However, the failure to include the number will not cause the Secretary of State to reject the Articles of Incorporation for filing.

Washington Corporation Dissolution

Washington Corporation State Dissolution Requirements: A Washington corporation can be voluntarily dissolved by filing Articles of Dissolution with the Washington Secretary of State. There is no fee to dissolve a Washington corporation. Department of Revenue Clearance Certificate is required in connection with dissolution of a Washington Corporation.

Washington Corporation Federal/IRS Dissolution Requirements: Corporations are required to file IRS Form 966, Corporate Dissolution or Liquidation. A final tax return should be filed with the IRS. Form 966 should be filed along with the final tax return. Final state tax returns may also need to be filed. Follow up with an accountant regarding all tax related requirements.