How to Form a Corporation or LLC in Washington

Filing fee: LLC Certificate of Formation: $200 online / $180 by mail. Articles of Incorporation (corporation): $180 online / $160 by mail.

Processing time: Online filings are typically processed within 2–3 business days. Mail filings take longer — generally 4–6 weeks.

State agency: Washington Secretary of State, Corporations and Charities Division (sos.wa.gov/corporations-charities)

Annual report due: Annual reports are due by the end of the month in which the entity was formed. The filing fee is $60 for LLCs and $69 for corporations.

State tax rate: Washington has no state income tax. Businesses pay the Business and Occupation (B&O) tax, a gross receipts tax administered by the Washington Department of Revenue (dor.wa.gov). Rates vary by business activity.

To form a corporation or LLC in Washington, you file formation documents with the Washington Secretary of State, pay the state filing fee, appoint a registered agent with a physical Washington address, and apply for a federal Employer Identification Number (EIN). Most businesses also need a state business license from the Department of Revenue.

The formation document depends on your entity type. LLCs file a Certificate of Formation. Corporations file Articles of Incorporation. Both are submitted through the Washington Secretary of State's online filing system at ccfs.sos.wa.gov, which is the fastest route — online filings are typically processed within 2–3 business days.

Washington doesn't have a state income tax, which is one of the things that catches people off guard — instead, businesses pay the Business and Occupation (B&O) tax, a gross receipts tax that applies regardless of whether your business turns a profit.

• Choose your entity type: LLC or corporation (C Corp or S Corp)

• Name your business and check availability through the Washington Secretary of State

• Appoint a registered agent with a physical Washington street address

• File your Certificate of Formation (LLC) or Articles of Incorporation (corporation) with the Washington Secretary of State

• Pay the state filing fee: $200 online for an LLC, $180 online for a corporation

• Apply for a federal EIN using IRS Form SS-4 at irs.gov

• Register for a Washington state business license through the Department of Revenue

• Check for any industry-specific licenses required by the Department of Labor and Industries or the Department of Health

For most small businesses in Washington, an LLC is the simpler starting point. It's easier to form, has fewer ongoing compliance requirements than a corporation, and still gives you personal liability protection. A corporation makes more sense if you plan to raise outside investment, issue stock, or eventually go public.

The core difference comes down to structure and taxation. An LLC is taxed as a pass-through entity by default — profits and losses flow to your personal tax return. A C Corporation is taxed at the entity level, which means the business pays corporate income tax and shareholders pay tax again on dividends. An S Corporation avoids that double taxation by electing pass-through treatment, but it comes with restrictions on the number and type of shareholders.

Washington's B&O tax applies to both LLCs and corporations, so the entity type doesn't change your state tax exposure — it mainly affects your federal tax treatment and how you structure ownership.

When you file Articles of Incorporation in Washington, the default entity is a C Corporation. If you want S Corporation tax treatment, you file separately with the IRS after formation — it's an IRS election, not a Washington state filing.

C Corporation

A C Corp is the default corporation structure. It can have unlimited shareholders, issue multiple classes of stock, and accept investment from venture capital firms or foreign investors. The trade-off is double taxation: the corporation pays federal corporate income tax, and shareholders pay tax again on any dividends they receive. C Corps work best for businesses planning to raise significant outside capital.

S Corporation

An S Corp avoids double taxation by passing income and losses through to shareholders' personal tax returns. It also lets owner-employees reduce self-employment tax by splitting income between a W-2 salary and distributions. The restrictions: no more than 100 shareholders, all of whom must be U.S. citizens or residents, and only one class of stock is allowed. To elect S Corp status, file IRS Form 2553 after your Washington corporation is formed.

Every corporation and LLC in Washington must have a registered agent — a person or business with a physical street address in Washington who can receive legal documents and official state mail on your behalf during normal business hours. A P.O. box doesn't qualify.

The registered agent's name and address go on your formation documents when you file. You can serve as your own registered agent if you have a physical Washington address, but many business owners use a registered agent service to keep their personal address off public records and make sure nothing gets missed.

After your Washington entity is formed, apply for a federal Employer Identification Number (EIN) using IRS Form SS-4. You can apply online at irs.gov and get your EIN the same day — the online application is available Monday through Friday, 7 AM to 10 PM ET.

Most Washington businesses also need a state business license, which you register for through the Washington Department of Revenue. If your business involves employees, you'll need to register with the Department of Labor and Industries as well. Certain industries — healthcare, food service, construction — require additional licenses from the Department of Health or other agencies.

Getting your EIN right after formation is worth doing before anything else — you'll need it to open a business bank account, hire employees, and file your first tax return.