How Much Does It Cost to Form a Corporation in Washington?
Legal business registration — and maintaining compliance — involves necessary expenses and investment. Some of these costs are payable to the Secretary of State, while others are due to additional state entities or the federal government. Here are some common requirements and fees.
Please note that fees for a permit or business license in Washington may be due when you first form your business, on an ongoing schedule or on an ad hoc basis. Find more details below.
Initial Washington Corporation Filing Fee
When setting up a corporation in Washington, you’ll need to file a form and pay a filing fee. Here are the current Washington corporation fees and filing times:
When you use Bizee to form a corporation in Washington, we charge you the state filing fee and forward it to the Secretary of State when we file your incorporation paperwork.
Employer Identification Number
Every corporation in the country should have a unique EIN (Employer Identification Number) from the Internal Revenue Service. You'll use it when you open a business bank account, file taxes and pay employees. You can get one directly from the IRS, or Bizee can get one for you.
If you want to do business in a state other than the one where your business is based, you must create a Foreign Corporation.
Washington Foreign Corporation Registration
Before you can bring an arm of your business from another state into Washington, you must request Foreign Qualification in Washington. This means the state gives you permission to conduct business there.
To request registration of a Washington Foreign Corporation, you must complete a Foreign Entity Registration and pay a processing fee of $180. The state may have additional registration requirements, so contact the Secretary of State directly for more information and to ensure you're in compliance with state law.
Foreign Qualification to Operate in Another State
If you plan to expand your Washington corporation into another state, you’ll first need Foreign Qualification or a Certificate of Authority from that state. This is necessary before you can create a physical presence, hire employees or bank in that state.
You'll likely have to complete at least one application and pay a filing fee, but each state has its own requirements. Before you start the process, compare state filing times and state filing fees so you can plan accordingly.
Above all, contact the state government entity that administers business (usually the Secretary of State) to confirm their requirements and for specific instructions.
If you need assistance, Bizee provides a complete Foreign Qualification service for all states.
Washington Annual Report Requirements
Most states require business entities to file an annual (or other periodic) report. Washington requires an annual report to be filed with the Secretary of State once a year.
When you complete your annual report you may choose to file a paper form or file it online using the state's digital filing system. Whichever way you choose, make sure it's accompanied by a payment of $60 for the filing fee.
Last day of anniversary month of incorporation or qualification.
Washington Business Licenses and Permits
Before you start doing business, you must secure the necessary state, federal or local business licenses and permits to operate your corporation. Some of the fees will only need to be paid once, while others may be ongoing charges.
Permits and licenses vary based on:
Like many states, Washington legally requires corporations to have bylaws.
This document outlines rules for carrying out tasks related to managing your corporation including, but not limited to:
- The number of directors the corporation has
- How they'll be elected, their qualifications and the lengths of their terms
- When, where, and how your board of directors can call and conduct meetings
- Voting requirements
The bylaws must then be adopted (and amended, if necessary) by the board of directors and shareholders.
Even though they are legally required, a set of bylaws can be extremely helpful in making sure you’re organized and can help protect your business from any future changes and events that may affect your business.
Other Washington Corporation Filing Requirements and Fees
The State of Washington requires you to complete a few more tasks before you can begin conducting business.
In Washington, the board of directors (or the single director) elects officers, such as the president, CEO, etc. Washington corporation law requires corporations to have at least a secretary that has the responsibility of preparing minutes of the directors' and shareholders' meetings and for authenticating records of the corporation. One individual can hold more than one office simultaneously.
Issue Stock to Shareholders
To raise business capital and keep it separate from company owners' money, every corporation in the state must sell stock to its shareholders. The Articles of Incorporation must authorize the sale of at least one share, and the corporation cannot sell more shares than are authorized.
Hold Annual General Meetings
The state of Washington requires corporations to hold annual shareholder meetings, however if you fail to do so the Washington Business Corporation Act Title 23B, Chapter 23B.07, § 23B.07.010 states, "The failure to hold an annual meeting at the time stated in or fixed in accordance with a corporation's bylaws does not affect the validity of any corporate action."
Change the Registered Agent
If your corporation is based in Washington, then you must have a Registered Agent in Washington. You'll need to appoint one when you file your Articles of Incorporation. You can also change to a new Registered Agent later by filing a form with the Secretary of State. There is no fee for this service.
Reserving a Name for Your Corporation
If you're not quite ready to start your business, you can reserve a name for 180 days with the Secretary of State by filing a form and paying a fee of $30. First, conduct a Washington corporation search and learn the state's business naming rules to ensure you choose a name that meets legal requirements.
Amending Facts About Your Corporation
When you incorporate, the Washington Secretary of State forms you fill out include certain facts about your business at that time. Through the years, some or all of this information may change. If it does, you'll need to file Articles of Amendment with the Secretary of State along with a filing fee of $30. You can do this yourself or Bizee can do it for you.
You'll need to file Articles of Amendment when you:
- Change the company's name
- Add, remove or change a director
- Change the Registered Agent
- Change the number of shares your corporation is authorized to issue
- Change any other facet of your business that was listed on the original Articles of Incorporation
Get a Certificate of Good Standing
Some organizations may request that you prove your corporation's compliance with laws and tax requirements. In most states, this proof is provided with a Certificate of Good Standing or Certificate of Existence. In Washington, it may be referred to in either capacity.
If you need to prove you have met your commitments, you’ll need to request a Washington Certificate of Existence from the Secretary of State. You can do this via the state's digital filing system for a fee of $20.
The information listed above details many of the fees a standard corporation will be required to pay in Washington. In some circumstances, there may be other one-off, periodic or ad hoc fees not listed above.
Of course, your corporation will also probably need to pay federal, state, self-employment (if it's an S Corp) and other taxes. You'll find more information on the Washington taxes page.