How to Start a C-Corp in Washington: A Step-by-Step Guide (2026)

How to Start a C-Corp in Washington (Quick Answer)

To start a C-corp in Washington, file Articles of Incorporation with the Washington Secretary of State, name a registered agent, and pay the $180 filing fee. Once the state accepts it, your corporation legally exists.

After that, you adopt bylaws, appoint directors and officers, issue stock, and get an EIN from the IRS. Washington has no corporate income tax, but it taxes gross receipts through the Business and Occupation (B&O) tax.

First-year cost: $180 to file, plus a registered-agent service if you use one, commonly $100 to $200 a year. You also file an initial report within 120 days of forming, and your first $60 annual report follows a year later.

Washington has no corporate or personal income tax, which is the draw. In its place is the B&O tax, which applies to your gross receipts, your total revenue, not your profit.

That means a corporation can owe B&O tax in a year it lost money, and there is no high revenue threshold to clear first the way Ohio or Nevada set for their gross-receipts taxes. A small-business credit reduces the tax at very low revenue, but most active corporations owe something.

TL;DR

• No income tax, but the B&O tax hits gross receipts: Washington taxes revenue, not profit, so a corporation can owe it even in a year it loses money.
• Step 1, name: pick a unique name with a corporate designator (Inc., Incorporated, Corporation, or Corp.) and check it with the Secretary of State.
• Step 2, registered agent: name one with a physical Washington street address.
• Step 3, Articles of Incorporation: file with the Secretary of State for $180.
• Step 4, bylaws: adopt internal bylaws and keep them with your records.
• Step 5, directors and officers: appoint the board and officers and hold an organizational meeting.
• Step 6, issue stock: authorize and issue shares, keep a stock ledger, and file the 83(b) election within 30 days if your shares vest.
• Step 7, EIN: get a free EIN from the IRS, by Form SS-4 if you have no SSN or ITIN.
• Foreign owner (25% or more): file Form 5472 with Form 1120 every year, or risk a $25,000 penalty.
• Ongoing: an initial report within 120 days, a $60 annual report, and the B&O tax on gross receipts.

Why Form a C-Corp in Washington?

Washington offers no corporate or personal income tax, a large technology sector, and access to the Seattle market.

• No corporate or personal income tax at the state level.
• A deep technology and aerospace base around Seattle.
• Online filing through the Secretary of State's Corporations and Charities system.

Weigh the B&O tax first. If you plan to raise venture capital, investors will most likely want a Delaware C-corp. Washington's B&O tax applies to revenue rather than profit, so factor it in even if you expect early losses.

Step 1: Choose and Reserve Your Corporate Name

• Include a corporate designator such as "Inc.", "Incorporated", "Corporation", or "Corp."
• Search the Secretary of State's business database to confirm the name is available and different from existing entities.
• Washington lets you reserve a name for 180 days for a fee if you are not ready to file.

Step 2: Appoint a Washington Registered Agent

Every Washington corporation must name a registered agent with a physical Washington street address, available during business hours to receive legal and state documents.

• The agent can be a person or a company, but needs a real Washington address, not a PO box.
• The agent must consent to the appointment.
• A commercial agent commonly costs $100 to $200 a year.

Step 3: File Your Articles of Incorporation

The Articles of Incorporation is the filing that legally creates your corporation. You file it with the Washington Secretary of State.

• It lists the corporate name, registered agent, incorporator, and the number of shares the corporation is authorized to issue.
• The fee is $180, plus a small online processing fee when you file through the state's portal.
• Once the state accepts it, your corporation exists and the 120-day initial-report clock starts.

Step 4: Adopt Corporate Bylaws

Bylaws are the internal rulebook for how the corporation is run. They are not filed with the state, but a corporation is expected to have them, and banks and investors often ask to see them.

• They set out how directors and officers are elected, how meetings and votes work, and how shares are handled.
• They stay with your records, not with the Secretary of State.
• Skipping them can weaken the separation between you and the corporation that liability protection depends on.

Step 5: Appoint Directors and Hold the Organizational Meeting

A corporation is run by a board of directors, who appoint the officers that handle day-to-day work. Right after formation, the incorporator or initial directors hold an organizational meeting, or sign a written consent in place of one.

• Appoint the initial board and elect officers (usually at least a president, secretary, and treasurer; one person can hold several roles).
• Adopt the bylaws and authorize the issuance of stock.
• Keep signed minutes or the written consent with your records.

Step 6: Authorize and Issue Stock

Issuing stock is how founders get their ownership, and it is easy to rush. The board authorizes shares, then the corporation issues them to the founders and any early shareholders.

• Issue shares to each founder and record what they paid (cash, property, or services).
• Keep a stock ledger, a running record of who owns how many shares.
• Deliver stock certificates or record the issuance electronically, per your bylaws.

The 83(b) election, and its 30-day deadline: if your founder shares vest over time, you generally have 30 days from the grant date to file an 83(b) election with the IRS.

It lets you be taxed on the small value at grant instead of the higher value as the stock vests. The 30-day window cannot be extended, and missing it can be expensive.

Step 7: Get an EIN, Even Without an SSN

An EIN is your corporation's federal tax ID, needed to file taxes, run payroll, and open a bank account. It is free from the IRS.

• With an SSN or ITIN, apply online and get the EIN in minutes.
• Without an SSN or ITIN, apply on Form SS-4 by phone, fax, or mail.
• The EIN is always free; you never pay the IRS for one.

Open a US Business Bank Account

Once you have the EIN, open a dedicated business bank account before money moves through the corporation.

• Keeping corporate and personal funds separate helps protect the liability shield; commingling them is a common reason courts pierce it.
• Banks usually ask for the filed Articles of Incorporation, the EIN letter, and often the bylaws or a board resolution.
• A separate account also makes bookkeeping and the corporate tax return simpler.

If Your Washington C-Corp Is Foreign-Owned

A Washington C-corp that is 25% or more owned by a non-US person has an extra federal filing that many international founders miss.

• The corporation files Form 5472 with its annual Form 1120 to report transactions with the foreign owner, such as money put in or paid out for services.
• It is required every year there are reportable transactions, even with little or no profit.
• The penalty is steep: a missed or late Form 5472 starts at $25,000 per form, per year.

Handle Washington's Ongoing Compliance

Two things run on a schedule: the state reports and the B&O tax.

The Initial Report and $60 Annual Report

• File an initial report within 120 days of forming, confirming your officers, directors, and registered agent.
• After that, file a $60 annual report by the end of your anniversary month each year.
• Missing the annual report can put the corporation out of good standing and eventually lead to dissolution.

The B&O Tax on Gross Receipts

• Washington has no corporate income tax, but the B&O tax applies to gross receipts, your revenue rather than your profit.
• Rates run from 0.471% to 1.75% depending on your business activity, and a small-business credit reduces the tax at very low revenue.
• Federally, the corporation still files Form 1120 and pays 21% corporate tax, due the 15th day of the 4th month after year-end.

How Much Does It Cost to Start a C-Corp in Washington?

How Long Does It Take to Start a C-Corp in Washington?

• Online filings with the Secretary of State are usually processed within a few business days, and Washington offers expedited service.
• The EIN follows: minutes online with an SSN or ITIN, or same day to several weeks by Form SS-4 without one.
• Bylaws, the organizational meeting, and issuing stock happen right after the state approves the filing.

Common Mistakes to Avoid

• Assuming no income tax means no state tax. The B&O tax applies to gross receipts, so you can owe it even at a loss.
• Missing the 120-day initial report or the yearly $60 annual report.
• Missing the 30-day 83(b) deadline on vesting founder stock.
• Overlooking Form 5472 if the corporation is 25% or more foreign-owned.
• Using a PO box for the registered agent, which Washington does not accept.

How FinStackk Helps

FinStackk is an accounting and tax compliance platform for U.S. businesses, taking you from incorporation through ongoing accounting, tax, and compliance in one place.

We handle Washington C-corp formation, from the Articles of Incorporation to the EIN, through Fin-Start, including the Washington registered agent.

Once the corporation exists, Fin-Tax keeps the federal Form 1120 deadline and the Washington B&O tax on a proactive calendar. Complyy tracks the initial report, the $60 annual report, and your registered-agent renewal. Book a free demo to see them in action.

FAQ

Does a Washington C-corp pay state income tax?

No. Washington has no corporate income tax and no personal income tax. Instead it charges the Business and Occupation (B&O) tax on gross receipts, your revenue rather than your profit, at 0.471% to 1.75% depending on activity. A small-business credit reduces it at low revenue, but most active corporations owe some B&O tax.

Can a Washington corporation owe tax in a year it lost money?

Yes. Because the B&O tax is based on gross receipts, not profit, a corporation with revenue but no profit can still owe it. There is no high revenue threshold to clear first, unlike Ohio's or Nevada's gross-receipts taxes. Plan for the B&O tax from the point you start earning revenue.

How much does it cost to start a C-corp in Washington?

It costs $180 to file the Articles of Incorporation, plus a small online processing fee. Add a registered-agent service if you use one. Going forward, you file an initial report within 120 days, a $60 annual report each year, and pay the B&O tax on revenue.

Is it better to form a C-corp or an LLC in Washington?

Both Washington LLCs and corporations pay the B&O tax and file the annual report, so state upkeep is similar. An LLC is simpler and taxed once, while a C-corp suits founders who plan to raise venture capital or keep earnings in the business. A C-corp is taxed twice at the federal level, once at the corporate level and again on dividends.

Should I form my C-corp in Washington or Delaware?

If you plan to raise venture capital, Delaware is what investors expect. If you will operate in Washington and not raise venture money, forming in Washington avoids registering and paying in two states, since a Delaware corporation doing business in Washington still has to register and pay the B&O tax here. Choose based on where you operate and whether you will raise money.

Can a non-US resident start a Washington C-corp?

Yes. Washington sets no citizenship or residency requirement to own a corporation. You will need a Washington registered agent and an EIN, which you apply for on Form SS-4 by phone, fax, or mail without an SSN. If a non-US person owns 25% or more, the corporation also files Form 5472 with its Form 1120 every year, with a $25,000 minimum penalty for missing it.