Washington S Corp Formation

Washington S Corporation Formation

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Steven S.

Steven Stark Licensed in FL, NY

For over 30 years, Steven Stark has offered counsel to non-profit organizations and private companies. He has a passion for helping small businesses in particular since he himself started several businesses of his own in New York and Florida. He understands the importance of small businesses having a reliable attorney to advise them about legal matters from their inception.
243 reviews
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Richard G.

Richard Gora Licensed in CT, NJ

Looking for an attorney with experience? Richard Gora is the exact attorney you want. Having defended over 100 cases both in state and federal courts and working with clients from around the globe, Richard has an array of different experiences. His services are wide-ranging and include business litigation, securities litigations, employment litigation, and business counsel. Prior to founding Gora LLC, he worked for Finn, Dixon & Herling LLP for eight years.
151 reviews
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Joshua G.

Joshua Garber Licensed in CA

Representing notable clients like Tesla and the City of Los Angeles, Josh Garber excels at helping clients with employment and labor laws. Many of his past clients have had great success using Josh for employment agreements and Division of Labor Standards Enforcement (DLSE) hearings. With his practical advice, he has even helped clients avoid going to court.
178 reviews
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Sebastian T.

Sebastian Toth Licensed in WA

Sebastian Toth's previous experience includes working as a Law Clerk for The Crowley Law Firm, PLLC, as well as in-house counsel for MultiCare Health System. His main focus areas are vast, some of which are criminal litigation and negotiation, corporate governance, medical malpractice and commercial contracts. In 2008 to 2011, Sebastian appeared on the Dean's List. He graduated from The Seattle University School of Law with his J.D. in 2016.
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Peter P.

Peter Parsons Licensed in WA

Peter Parsons has more than 43 years’ experience and have a strong background in corporate law, securities, mergers and other business-related legal matters. Peter is licensed to practice law in Washington and received his law degree from the Duke University School of Law. Since 1988 to 2011, Peter was a partner at Davis Wright Tremaine. He then moved on to be the chief operating officer at Skycast Solutions and later became the chair of the World Financial Symposium.
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Tyler W.

Tyler Wilson Licensed in ID, WA

Tyler Wilson is the managing attorney at Wilson Law Group. He brings five years of experience in securities and corporate finance and has advised companies on the legal aspects of start-up operations, including on initial filing regulations and matters related to raising capital. Tyler received his J.D. from the University of Notre Dame Law School and holds a B.A. from Notre Dame.
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Madhu S.

Madhu Singh Licensed in WA

Madhu Singh has a passion for the city of Seattle and, especially, helping entrepreneurs and small businesses in Seattle’s community. She takes pride in working closely with her clients to find solutions for their entrepreneurial needs. Madhu is also a pioneer and takes a nontraditional approach to legal support in order to foster hands-on-collaboration, efficiency, and agility in handling her clients’ legal matters.
4 reviews
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Carrie B.

Carrie Benson Licensed in WA

Carrie Benson is an attorney at law who has been practicing law for the past eight years. She has been licensed to practice law in Washington and obtained her J.D. degree in law after she graduated from the University of Minnesota. Carrie primarily focuses on drafting, negotiating and reviewing commercial contracts. She frequently provides her legal counseling services to non-profit organizations. Carrie founded her own legal office in April 2009.
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Ryan B.

Ryan Blodgett Licensed in CO, WA

Ryan Blodgett is a Denver-based attorney with strong tax expertise who is licensed to practice in both Washington and Colorado. He works in tax law, estate planning, and business law. He has counseled firms on formations, debt and equity financing, stock and asset transactions, loans, and real estate transactions. Ryan holds a J.D. as well as an L.L.M. in Taxation from the University of Denver.
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Boyoon C.

Boyoon Choi Licensed in WA

Boyoon Choi is a commercial contract attorney with more than five years of experience. She serves clients in the United States, as well as in Asia, and often deals with international legal matters. Boyoon is licensed to practice law in Washington, D.C. and obtained her legal degree from the Seattle University School of Law. In June 2012, Boyoon founded her own legal firm, Choi Capital Law PLLC. Prior to this position, she was a director at Choi Capital Ventures LLC.
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Why use UpCounsel to hire a Washington S Corporation Formation Attorney?

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Why use UpCounsel to form an S Corporation in Washington

Starting an S Corporation in Washington with a business startup attorney on UpCounsel is easy, informative, and cost-effective. In just three simple steps, our S Corporation attorneys will help you protect your business and personal assets, and help you organize your business for state and federal compliance for an S Corporation.

When forming an S Corporation in Washington with UpCounsel, the attorney you choose to help you will conduct a business name search for your Washington S Corporation and assist you in preparing your S Corporation Operating Agreement, along with providing other legal services based on your needs. Once your Articles of Incorporation have been prepared and successfully filed with the Washington Secretary of State, your Washington S Corporation has been formed and begins its existence as a corporate entity.

However, a corporation does not register as an S Corporation with the Secretary of State. It registers as a corporation with the state and then may file for S Corporation status with the IRS. S Corporation status is a taxation category which provides income tax advantages to small businesses.

Choosing a Company Name for Your S Corporation

One of the first steps in the process of forming your S Corporation is to choose your business name.

The business name that you choose must contain the words "incorporated", "corporation", "limited", or "company", or the abbreviation "Corp.", "Inc., "Ltd." or "Co." It must be distinguishable (not the same as or deceptively similar to) the name of an S Corp or foreign S Corporation reserved or registered.

Your S Corporation name may contain the name of one or more members.

By using UpCounsel, you can choose several business names in order of preference. Your attorney of choice can then conduct a name check for your Washington S Corp before filing to see which names are available. Once you have chosen an available name, your chosen S Corporation attorney can help you properly register your name with the State of Washington .

Requirements for Forming a Washington S Corporation

Article of Incorporation: When forming an S Corporation in Washington, the Article of Incorporation must be filed with the Washington Secretary of State. Washington state law requires that certain information be included in your Article of Incorporation when forming your Washington S Corporation.

This information must include:

  1. The S-Corp's name and address.
  2. The S-Corp's registered agent's name, address, and signature.
  3. The S-Corp's effective date of Articles.
  4. The S-Corp's duration (either infinite or for a finite term).
  5. The number of shares the corporation is authorized to issue.
  6. The name(s) and address(es) of the S-Corp's incorporator(s).

Additionally, a Washington S Corporation formation generally requires inclusion and/or consideration of the following:

S Corporation Qualification Requirements: For a corporation to qualify as a S Corporation for tax purposes, it must meet the following requirements:

  1. Must be a domestic corporation.
  2. Have only allowable shareholders including individual, certain trusts, and estates; and may not include partnerships, corporations or non-resident shareholders.
  3. Have only one class of stock
  4. Have no more than 100 shareholders
  5. Not be an ineligible corporation (i.e. certain financial institutions, insurance companies, and domestic international sales corporations).

Additionally, a Washington S Corporation formation generally requires inclusion and/or consideration of the following:

S Corporation Operating Agreement: Although the S Corporation Operating Agreement is not required with the Articles of Incorporation, it is a good idea for every S Corporation with more than one member to have one. The Articles of Incorporation may contain restrictions or prohibitions on the power of the members to adopt, amend, or repeal an operating agreement.

Membership: A S Corporation must have one or more members.

Eligibility Requirements: A natural person or an entity.

Procedure for Membership: The member may acquire an interest in the S Corporation directly from the S Corporation at the time of formation and, after formation, at the time provided in and upon compliance with the Articles of Incorporation or the operating agreement or, if not provided, only upon the vote of a majority in interest of the S Corporation members, excluding the vote of the person acquiring the membership interest, and only when the person becomes a party to the S-Corp's operating agreement.

Resident Agent needed for a Washington S Corporation

Remember every Washington S Corporations must have a registered agent in the state, which is the person or office designated to receive official state correspondence and notice if the company is "served" with a lawsuit. The statutory agent may be an Washington resident or business entity authorized to do business in Washington. However, the registered agent must have a physical Washington street address.

Washington Secretary of State

Once you create an S Corporations in Washington, the Washington Secretary of the Commonwealth will require that certain recurring responsibilities and duties be fulfilled. The most important of these are explained below.

For further information, contact the Washington Secretary of the Commonwealth.

Recurring Responsibilities and Duties for Washington S Corporations

Annual Report: Each S Corporation shall provide an annual report to the Washington Secretary of State regarding its financial condition to each of its members. The fee for filing is $69.

Records: Each Washington S Corporation must keep complete corporate records open to inspection at its principal office. For a detailed list of records required, please contact the Washington Secretary of State.

Business Licenses: Business licenses and/or permits are required for most businesses. Contact the Washington Secretary of the Commonwealth for specific licenses.

Incorporator's Statement: A signed "Incorporator's Statement" showing the names and addresses of the initial directors who will serve on the board until the first annual meeting of shareholders.

Filing Fees for a Washington S Corporation

The processing fee for the Article of Incorporation is generally about $180 but may be expedited online for additional fees. Also, the general fees for filing and reserving a S-Corp's name is $30. These fees can change so it would be best to check with the Washington Secretary of State on what the latest fees are. You may pay these fees in many different forms including cash, check, money orders, or debit and credit cards.

Taxes for a Washington S Corporation

A Washington S Corporation is a special type of corporation created through an IRS tax election. An eligible corporation can avoid double taxation (once to the corporation and again to the shareholders) by a corporation with a Subchapter S designation by the IRS. A corporation must file a Form 2553 to elect "S" status within two months and 15 days after the beginning of the tax year.

Owners of the S Corporation report business losses or profits on their personal tax returns, and therefore the business itself is not taxed. Each shareholder is responsible for paying taxes on their pro rata share of the S corporation's items of income, deductions, and credits (through a Schedule K-1 form).

Washington state law follows federal law for income tax purposes. Therefore if a corporation is classified as an association taxable as a S Corporation for federal income tax purposes, so will it be taxable as a corporation for state tax purposes.

Federal Income Tax: An S Corporation does not pay federal income tax.

Washington State Income Tax: Washington does not impose an income tax on businesses or individuals. Washington S Corporations are subject to Washington's Business and Occupation Tax.

Federal Tax Identification Number: Your corporation will need to obtain a federal tax identification number, which is also known as an Employment Identification Number (EIN). You do not need to get a new EIN after the corporation choose to become a S Corporation. An EIN is similar to an individual's social security number. You will need an EIN for your S Corporation as long as there is one member, even if the S Corporation does not have employees. For certain tax filing requirements the attorney you choose on UpCounsel can help prepare your Federal Tax ID Application, if you have not done so already.

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