Incorporate in Washington for FREE^*

Incorporation is the process of registering a business as a corporation and making it recognizable under law as its own legal entity. Incorporating a business can be a complicated process because each state has its own requirements for registering and operating a business as a corporation. Knowing the necessary steps and forms, however, will help keep you organized and stress-free. 

With our easy business registration service, you simply answer a few questions and we create your initial paperwork and file it with the state for you. The first business entity registration is free for Rocket Legal+ members—you pay only the state filing fees. Then, you can make and personalize all the legal documents you need for your business. Store everything online in your Rocket Lawyer account.

What is a C-Corp? 

A C-Corp, or C-Corporation, is a common business entity type. More specifically, a C-Corp is a corporation taxed under Subchapter C of the U.S. Code. Under Subchapter C, corporations are subject to tax at both the corporate and individual level (sometimes called “double taxation”). Depending on the situation, this may result in lower or higher tax burdens for the shareholders. 

C-Corps allow for anyone to be an investor and for an unlimited number of shareholders and multiple share classes.

As with other types of corporations, C-Corporations provide a common and well-known legal structure for businesses and offer their shareholders some limited liability. Except for certain instances of fraud or misconduct, a shareholder is not liable for the debts or obligations of a corporation beyond the shareholder's investment into the corporation.

Corporations are treated as a C-Corp by default, unless another type of tax treatment is selected, such as an S-Corp.

What is an S-Corp? 

Like C-Corps, S-Corps provide a common and well-known legal structure for businesses and offer their shareholders some limited liability. However, S-Corps have two main differences from C-Corps: they are taxed differently and they have more restrictions with shares.

An S-Corporation, or S-Corp, is an IRS election that allows a company to be treated like an LLC for income tax purposes, that is, as a “pass-through" entity. Instead of income taxes being owed at both the company and individual level, the income of an S-Corp is only taxed at the individual level, which means it passes through the company directly to the owners and shareholders. Again, this may result in lower or higher tax burdens for the shareholders depending on the situation.

S-Corps have more restrictions regarding shares and shareholders than C-Corps. Specifically, S-Corps can have no more than 100 shareholders, only one class of shares, and only U.S. residents or citizens as investors.

One area of common confusion is what type of entity can elect S-Corp status. Remember that this election is simply a tax choice, not a governance or legal structure choice. Both limited liability companies (LLCs) and corporations can choose S-Corp status if they qualify under the IRS's guidelines.

There are similarities between a Washington S-Corp and a C-Corp regarding personal liability, management, structure, and compliance. The differences in Washington, however, come down to the following:

• Ownership Rules: A C-Corp in Washington can have an unlimited number of shareholders and unlimited stock classes. An S-Corp is limited to a maximum number of shareholders, usually 100, and only one class of stock.
• Taxes: A C-Corp is taxed on a separate basis. C-Corps file taxes at the corporate level, then shareholders may also be taxed on individual dividends they receive. S-Corps are "pass-through" tax entities. No taxes are paid at the corporate level. Taxes are paid individually by the corporation's owners.
• Documents: A Washington S-Corp must file IRS Form 2553 to elect S-Corp status.

Your corporation’s name should be unique and make a statement about your business. Make sure it complies with the following Washington requirements:

• Your name must end with "Corporation," "Corp.," "Incorporated," "Inc.," "Company," "Co.," "Limited," or "Ltd."
• Your name is limited to 120 characters if you register your corporation online. If your name includes more than 120 characters, you must file in paper form.
• You can't include any deceptive or confusing terms in your name. Don't name your corporation "Noah's Ark Pet Supplies" if your business is a children's clothing store.
• Your name must be distinguishable from that of any other existing corporation that's registered, reserved, or filed with the state.
• Washington offers a name reservation process for filers. There's an accompanying fee.

Need help coming up with a business name for your corporation? Try the Rocket Copilot™ AI Business Name Generator, a free tool to help you brainstorm business names and get started registering your corporation.

Each state has its own personnel requirements for incorporating. In Washington, there is no minimum number of directors or officers, but corporations must have at least one incorporator. Washington doesn't require that you disclose your officers and directors in your Articles of Incorporation.

Directors, officers, and incorporators do not have to live in Washington. Only your registered agent must reside in the state, or have a physical location in the state. Additionally Washington has no published minimum age requirement for incorporators, directors, or officers.

All corporations must designate a registered agent. Your registered agent is responsible for receiving tax, legal, and government documents for your corporation during regular business hours. Every corporation must have one. Your registered agent can't be your corporation itself. You must name your registered agent in your Articles of Incorporation, and your Articles must include your agent's signature and consent to the appointment. Agents have the option of using a physical mailing address or a postal address. We can help you appoint a registered agent when you incorporate with us.

You must also include the following in your Articles of Incorporation in Washington:

• Your corporation's name.
• The number of authorized shares of stock. A minimum of one share of stock must be listed.
• The class of stock shares. Otherwise, the class defaults to common stock.
• An attached description of the stock, if it's preferred.
• The effective date for incorporation.
• The tenure of the corporation's existence.
• The name and address of each incorporator.
• The signature, name, title and phone number for the incorporator who is signing the Articles.

Corporations in Washington renew annually. The Business Licensing Service sends renewal notices to registered agents before their licenses expire. The Department of Revenue acts as the renewal agent for the Washington Secretary of State. Profit corporations can renew online in Washington by going to the online renewal page of the Department of Revenue.

Nearly every state has standard processing times, but not all provide expedited processing for corporations. In Washington, there are a few fees that you may be charged when you register your business as a corporation. They include the following:

State fee: $200.

Rocket Lawyer filing fee: $0 $99.99.

• First filing FREE* for Rocket Legal+ members (excluding state fees).
• Get additional filings HALF OFF with Rocket Legal+.

Processing time: 7-10 business days.

Note: The above state fees and processing times (including expedited processing fees and times) are provided as a summary and may or may not encompass various fees mandated by your state or local authorities. Your state may also change these fees and processing times over time and without notice. If you have questions, speak to a Rocket Lawyer Business Pro to understand the costs and processing times that apply to your specific filing.

Businesses can save up to $2,500 per year with a Rocket Legal+^™ membership. This calculation is based on total savings on an initial business registration and registered agent, trademark, and business tax filing services for Rocket Legal+ members (a total cost of $924.97) compared to Rocket Legal members (a total cost of $1,949.96). This is in addition to savings on the average cost of 5 hours for document preparation by a non-Rocket Lawyer network attorney at the average attorney hourly rate in the U.S. of $300 (an estimated cost of $1,500 when purchased without any form of Rocket Lawyer membership) compared to unlimited use of customizable business documents for both Rocket Legal+ and Rocket Legal members at no extra cost.

Yes – Washington corporations must pay taxes. Before you open your doors for business, apply to the IRS for an employer identification number, or EIN. An EIN is a federal identification number, similar to a Social Security number. All corporations that have or will have employees need an EIN.

We have more information about the tax structures and obligations of both C-Corps and S-Corps.

Washington corporations must create and maintain certain business records, such as Bylaws and Minutes. Both help maintain and document your corporate status. They shield corporate owners, management, and organizers from personal liability for corporate transactions. We have more detailed information about Washington's requirements for Bylaws and Meeting Minutes.

We wish you success with your new Washington corporation! You can count on Rocket Lawyer for all the business, tax, and legal help you need at a price you can afford.

If you are planning to operate in another state, you may need to register a corporation in that state. Rocket Lawyer can help you determine which states you should register in.

Other states may have their own rules for foreign corporations that originate in Washington or domestic corporations that also operate in Washington. Talk to an attorney to understand the legal and tax requirements for the state(s) in which you plan to operate.