1. Articles of Incorporation: The Basics
2. Requirements for Incorporation
3. Special Requirements for Social Purpose Corporations

Individuals must file articles of incorporation in Washington state in order to create corporations. Before beginning business activities or operating a nonprofit, you must prepare and file articles of incorporation.

Articles of Incorporation: The Basics

Once this document is approved, your corporation's legal entity is created and your corporate name is secured. After approval, you can:

  • Commence business operations,
  • Enter into contracts,
  • Obtain a business license, and
  • Apply for tax IDs.

Incorporating your business offers the following advantages:

  • It limits the liability of shareholders, officers, and directors.
  • It fulfills the state's statutory requirements for registering of business or organization name.
  • It ensures the credibility of the organization or business and provides governance.

To register your business in Washington, you will:

  • Register with Washington's Secretary of State, which entails filing Washington's article of incorporation.
  • Register with Washington's Department of Revenue.
  • Receive a UBI (Unified Business Identifier) number from Washington's SCC, which is used to file the Master Business Application.

If you first file your corporation with the Washington Department of Revenue, you will be issued a UBI number; however, this doesn't cover registration for tax purposes. This is because your corporation doesn't yet exist.

The Division of Corporations within the Washington SCC is responsible for overseeing the incorporation process. The division can provide you with the instructions and forms necessary for incorporation.

Be sure to follow the instructions and fill out the appropriate forms depending on whether you're filing for a social purpose or as a nonprofit professional, for-profit professional, nonprofit, or profit corporation.

The fees for incorporating in the state of Washington are:

  • Social purpose corps: $180 by mail.
  • Nonprofit professional corps: $50 online.
  • Non-profit corps: $30 via mail or $50 online.
  • Profit professional corps: $200 online.
  • Profit corporations: $180 via mail or $200 online.

It should be noted that processing online filings take two to three business days, while filings sent through the mail will be processed in the order they were received - this usually takes a month.

For expedited services, you must pay an extra fee of $20 for online filings or $50 for those sent in the mail. The fees should be included in the articles, and “EXPEDITE” should be written on the outside of the envelope.

Individuals can now order their certified copies through the Corporations Division website of Washington Secretary of State. Just click on the tab marked “order copies and certificates” on the division's homepage; you will be required to enter your UBI number.

Counter services and faxing are considered expedited processes and require a $20 fee. You can obtain the requested documents within one hour.

Requirements for Incorporation

It is advised that individuals conduct a name availability check before filing articles of incorporation. The chosen name must be unique and distinguishable from other entities, such as limited liability partnerships, limited partnerships, liability companies, business corporations, and other nonprofit organizations that are registered in the state of Washington. The chosen name must contain "limited,” "company," "incorporated," "corporation" or their abbreviated forms (corp., ltd., co., or inc.). Other requirements include:

  • Names and address of each incorporator.
  • Whether the corporation will have members.
  • A statement indicating the corporation's purpose.
  • The street and mailing address of the corporation's initial registered office, the name of the initial registered agent at the address, and the county where the office is located.
  • Provisions concerning the distribution of assets upon dissolution.
  • The street and mailing address of the principal office as well as the county where it is located.

Special Requirements for Social Purpose Corporations

A social purpose corporation must use any of the following designations, “S.P.C.,” “SPC,” or “social purpose corporation.”

Social purpose corporations must also declare their business activities in a statement establishing the purposes of the social corporation. For example, “this corporation is created to carry out the aforementioned business activities in a way that is intended to minimize adverse long-term and short-term effects and promote positive long-term and short-term benefits on the environment/ world, national, state, or local community/the corporation's customers, suppliers, and employees.

Mission statements are also required. For instance, “ The primary mission of this corporation may be contrary to and incompatible with maximizing earnings and profits of shareholders or maximizing share value by acquisition, merger, sale or other similar actions of the corporation.”

If you need help with articles of incorporation Washington state, you can post your legal need on the UpCounsel marketplace. UpCounsel accepts only the top 5 percent of attorneys/lawyers on its site. Attorneys on UpCounsel come from prestigious law schools like Yale Law and Harvard Law and usually have 14 years of legal experience, including work on behalf of or with companies like Airbnb, Menlo Ventures, and Google.