To start a C Corp in Washington, you must file Articles of Incorporation with the Washington Secretary of State, appoint a registered agent with a physical Washington street address, and obtain an EIN from the IRS to authorize your business for banking and taxes.
At Swyft Filings, we offer fast and affordable C Corp formation services that cover everything from your initial name check to your final state filing.
Washington routes all business corporation filings through the Secretary of State's Corporations and Charities Filing System (CCFS). Forming a C Corp in Washington involves choosing a compliant corporate name, appointing a registered agent, filing Articles of Incorporation, and obtaining a federal EIN and Washington Business License.
Here's how each step works.
Step 1: Choose a Name for Your Washington C Corporation
Washington law requires your corporation's name to be distinguishable from every existing entity already on file with the Secretary of State. Getting the name right before you file prevents rejection and restarts.
1. Use a Corporate Designator
Your Washington corporation's name must include Corporation, Incorporated, Company, or Limited, or an accepted abbreviation such as Corp., Inc., Co., or Ltd.Under RCW 23.95.305, these designators are required for a profit corporation name.
2. Match the Corporation's Purpose
The name cannot state or imply that the corporation is organized for a purpose that Washington law or its Articles of Incorporation do not permit.
3. Avoid Restricted Words
Washington prohibits a profit corporation from using the words "Bank," "banking," "banker," "trust," "cooperative," or combinations like "industrial" and "loan" or "building," "savings," "loan," "home," "association," and "society" without specific authorization.
4. Choose a Distinguishable Name
Your Washington corporation's name must be distinguishable from other entities on file in the CCFS business entity search. Washington evaluates distinguishability across all entity types: corporations, LLCs, limited partnerships, and others. Simply adding or changing a corporate suffix is generally not enough to make two otherwise identical names distinguishable.
*NOTE: A preliminary search of the CCFS database does not guarantee the name will be accepted. The Secretary of State makes a final determination when the Articles of Incorporation are received and examined.*
Keep two or three backup names ready in case your first choice is unavailable. Use Swyft Filings' free business name generator if you need ideas. Then search the CCFS business entity database to confirm availability before committing.
File a Name Reservation form with the Washington Secretary of State for a $30 fee. The reservation lasts 180 days. Mail the completed form with payment to:
Washington Secretary of State
Corporations and Charities Division
PO Box 40220, Olympia, WA 98504-0220.
The reservation gives you time to prepare your Articles of Incorporation without losing the name to another filer.
Washington corporations can register a trade name through the Washington Department of Revenue's Business Licensing Service as part of the Business License Application. If your corporation will operate under a name other than its legal corporate name, registering the trade name through the Business Licensing Service is how you formally establish it. You can also file for DBA on Swyft Filings platform if you need expert guidance on your specific situation.
Yes. A Washington corporation can change its name by filing Articles of Amendment with the Secretary of State. The amendment fee is $30. The new name must still meet Washington's naming requirements and be distinguishable from existing entities on file with the CCFS.
No. Your Washington corporate name is registered with the Secretary of State's CCFS and governs what appears on state filings. A trademark registered with the USPTO protects your brand in commerce nationwide. The two systems are independent; you can own a trademark that differs from your legal corporate name. Consider a trademark registration through Swyft Filings to protect your business name or logo at the federal level.
Step 2: Appoint a Washington Registered Agent for Your C Corporation
Every Washington business corporation must designate a registered agent and maintain a registered office in the state. The registered agent receives legal documents, official notices, and other correspondence on behalf of your corporation.
Make sure your registered agent meets the following Washington corporation requirements:
Physical Washington Address: The registered office must be an actual physical street address in Washington. A P.O. Box or private mailbox cannot substitute for the required physical address.
Email Address Required: Washington now requires a valid email address for the registered agent field on all CCFS filings, per WAC 434-112-045(4), effective January 20, 2026.
Individual or Entity Eligibility: A registered agent can be an individual Washington resident or an entity that is authorized to transact business in Washington and has a physical office in the state.
Agent Consent: The registered agent must consent to the appointment.
Availability: The agent must be available at the registered office during normal business hours to receive service of process and other official documents.
Whether you appoint yourself or hire a professional service, the appointment process involves these steps:
1. Select a Registered Agent: Choose an eligible individual or hire a professional registered agent service from Swyft Filings.
2. Confirm Eligibility and Gather Required Information: Confirm the agent has a valid Washington physical street address and email address before filing.
3. Include the Information in Your Articles of Incorporation: Provide the registered agent's name, Washington street address, and email address in your Articles of Incorporation filing through CCFS.
There is no separate state fee for appointing a registered agent at the time of formation; the agent information is included as part of the Articles of Incorporation filing. If you hire a professional registered agent service, you pay that provider's annual service fee separately. If you later need to change your registered agent or registered office, Swyft Filings can also prepare and file the required change for a $199 one-time service fee, plus any applicable state filing fees.
Yes, if you are an individual Washington resident with a physical street address in Washington. Your address must match the registered office address listed on the Articles, and you must be available during normal business hours. Keep in mind that your registered office address appears on public CCFS records, so some owners prefer to use a professional service to keep their personal address off public filings for RA address purposes.
No. A business entity cannot designate itself as its own registered agent. However, an individual associated with the business, such as an owner, officer, or director who is a Washington resident with a Washington physical address, may serve as the registered agent.
If your registered agent resigns or becomes ineligible, you must promptly replace them. Without an active registered agent, your corporation risks missing service of process and official state communications. Update your registered agent through the CCFS portal as soon as possible. Swyft Filings can also handle the filing for you, so you can keep your Washington corporation's information up to date without handling the paperwork yourself.
The email requirement was added as part of Washington's updated CCFS filing rules, effective January 20, 2026, per WAC 434-112-045(4). The Secretary of State uses the registered agent's email address for official electronic communications related to the corporation. Filings submitted without an email address in the registered agent and principal office fields are rejected, so confirm this information before submitting.
Step 3: Prepare Your Washington Articles of Incorporation
Your share structure determines how ownership is divided among shareholders and how much stock your corporation can issue. Setting it up properly from the beginning makes it easier to allocate founder ownership, bring in investors, and provide equity to employees as the business grows.
When preparing your Washington Articles of Incorporation and share structure, consider the following:
Determine authorized shares: Decide the total number of shares your C Corporation is authorized to issue. Washington requires this in the Articles. You can authorize more shares than you initially plan to issue, and Washington does not charge extra based on the share count.
Choose your stock type: Most corporations start with common stock for founders and employees. You may also establish preferred stock if you expect to raise outside investment or need to give investors different rights.
Consider multiple classes: Washington's Articles can include multiple classes or series of stock with different voting, dividend, or other rights. Each class or series with different rights needs to be described in the Articles.
Consider voting rights: Decide whether different classes of shares will carry different voting rights.
Plan for future financing: If you expect venture capital or outside investment, consider how future rounds could affect your authorized shares and ownership percentages.
Decide whether to name initial directors: Washington allows you to optionally name the initial directors in the Articles. If you name them, they hold the organizational meeting. If you don't name them, the incorporator conducts the organizational meeting to elect directors.
No. Washington's Articles of Incorporation filing fee is a flat $180 plus the online processing fee, regardless of how many shares your corporation authorizes. This is different from states like Massachusetts, which charge based on authorized-share tiers. There is no financial penalty in Washington for authorizing a larger number of shares upfront.
Naming initial directors in the Articles is optional. If you name them, those directors are responsible for holding the organizational meeting to adopt bylaws, elect officers, and complete the corporation's formation. If you do not name initial directors, the incorporator holds the organizational meeting to elect directors and complete the organization.
Step 4: File Your Articles of Incorporation Through CCFS
After choosing a corporate name and deciding who will serve as your registered agent, file Articles of Incorporation with the Washington Secretary of State to officially create the corporation.
You can file online through CCFS, by mail, or in person. Choose Swyft Filings' basic package to start your Washington C Corp for free.
Let's discuss each option:
Option 1: File online through CCFS
Online filing through the Corporations and Charities Filing System (CCFS) is the fastest and most common option. Log in to your CCFS account, select "Create or Register a Business," choose "I would like to form a Washington State business," and follow the prompts to complete the Articles of Incorporation. Remember that email addresses are required for both the registered agent and the principal office; filings without them are rejected.
Washington Secretary of State
Corporations and Charities Division
PO Box 40220
Olympia, WA 98504-0220
To request expedited mail processing, include an additional $100 and write "EXPEDITE" in bold on the outside of the envelope.
Option 3: File in person
In-person filings are accepted at the Secretary of State's office in Olympia. Same-day service for in-person filings costs an additional $150 and must be received before the front-counter cutoff time. The office address is:
Washington Secretary of State
Corporations and Charities Division
Legislative Building, 416 Sid Snyder Avenue SW
Olympia, WA 98501
After you submit and pay, the Secretary of State processes the filing. If approved, the corporation comes into existence and appears in the CCFS business entity search. You will receive confirmation through your CCFS account. Your corporation is then assigned a Unified Business Identifier (UBI) number, which you will use for tax filings, business licensing, and other state interactions. You must file the Initial Report within 120 days of formation, free with the Articles at the time of filing, or $10 if filed separately later.
Not automatically. Filing Articles of Incorporation in Washington creates a domestic profit corporation. The C corporation classification is a federal tax designation. A corporation is taxed as a C corporation by default for federal income tax purposes unless it makes a valid S corporation election with the IRS after formation. The state formation step and the federal tax classification are separate.
Yes. A Washington corporation can amend its Articles at any time by filing Articles of Amendment through the CCFS portal. The amendment fee is $30. Common reasons to amend include changing the corporate name, increasing authorized shares, or adding optional governance provisions. The amendment typically requires board and, in most cases, shareholder approval before filing.
Step 5: File Your Initial Report
Washington now requires every new domestic corporation to file an Initial Report within 120 days of formation. This is a one-time filing that is separate from, and in addition to, the annual report requirement.
The most cost-effective approach is to file the Initial Report at the same time as your Articles of Incorporation through CCFS. When filed simultaneously, the Initial Report is free. If you defer it and file it later within the 120-day window, the fee is $10.
Filing the Initial Report late may result in consequences for your corporation's standing with the Secretary of State. The $10 filing fee applies if you submit it after formation but within the allowed window. If the corporation fails to file the Initial Report at all, the Secretary of State can mark the entity as delinquent, which affects the corporation's good standing and its ability to obtain a Certificate of Good Standing for banking, contracts, and other business purposes.
No. The Initial Report is a one-time filing required within 120 days of formation. The annual report is a recurring filing due every year by the last day of the month in which the corporation was originally formed. Both are filed through CCFS, but they are separate requirements. Filing the Initial Report on time does not replace or shorten the annual report cycle.
Step 6: Create Corporate Bylaws for Your Washington C Corp
Your bylaws establish procedures for making decisions, holding meetings, electing directors and officers, and managing the corporation's affairs.
When creating your corporate bylaws for your Washington C Corp, consider including:
Board of directors: Define the number of directors, their roles, terms, and how vacancies are filled. Under RCW 23B.08.030, directors must be individuals.
Shareholder meetings: Establish when and how annual and special shareholder meetings will be held, including notice requirements.
Board meetings: Set rules for calling board meetings, establishing a quorum, and voting on corporate decisions. Washington law permits board meetings to be conducted remotely.
Officers: Identify the corporation's officers, such as the president, secretary, and treasurer, and outline their responsibilities.
Voting procedures: Explain how shareholders and directors vote and what thresholds apply for different kinds of decisions.
Written consents: Address when and how directors and shareholders can act without a meeting through written consent, which Washington law expressly permits.
Corporate records: Specify how important corporate documents, meeting minutes, and other records will be maintained.
Amendments: Establish the process for changing the bylaws as the corporation grows.
After the bylaws are prepared, the corporation's initial directors or incorporator must adopt them and keep the approved bylaws in the corporation's records.
Need help drafting your Corporate Bylaws? Swyft Filings can simplify the process by preparing and drafting customized corporate bylaws. Complete a short questionnaire about your corporation's structure, shareholders, and management. Our specialists draft your Corporate Bylaws and, if needed, a Shareholders' Agreement. You'll receive completed documents ready for review and adoption at your organizational meeting.
Yes. Once adopted by the board, bylaws function as a binding internal contract among the corporation, its directors, and its shareholders. Washington courts enforce bylaw provisions in corporate disputes, even though bylaws are never filed with the Secretary of State.
No, not without real risk. Consistently ignoring your own bylaws undermines the corporate formalities that protect your liability shield. Washington courts look at whether a corporation observed its own governance procedures when creditors seek to pierce the corporate veil and hold shareholders personally liable for corporate debts.
Generally no. Corporate bylaws are internal governing documents adopted by the directors or incorporator and kept in the corporation's records. For most Washington C Corps, notarization is not required to adopt or amend the bylaws.
No. The Articles of Incorporation take precedence over the bylaws under Washington's corporate statute. When there is a conflict between the Articles and the bylaws, the Articles control. This is why it is important to keep the bylaws consistent with what the Articles say, particularly on matters like authorized shares, director structure, and the corporation's purpose.
Under RCW 23B.16.020, Washington law requires corporations to keep a copy of the current bylaws available, and shareholders may generally be entitled to inspect and copy the bylaws. Directors and officers also have access to the bylaws as part of their governance responsibilities.
Yes. Even a corporation with a single owner who also serves as the sole director and officer must adopt bylaws. Washington law requires it. The bylaws can be simple for a single-person corporation, but they still need to be formally adopted and kept in the corporation's records to establish the corporation as a properly functioning separate legal entity.
Bylaws should focus on internal governance. Generally avoid including: Detailed financial terms for individual shareholder investments Specific employment terms, such as individual salaries Confidential business information, such as trade secrets Terms of individual stock purchases that belong in separate agreements Tax provisions that should be addressed through applicable tax filings Provisions that conflict with Washington law Provisions that conflict with the Articles of Incorporation or other governing documents
Step 7: Hold Your Organizational Meeting
After filing your Articles of Incorporation and adopting your bylaws, your initial directors or incorporator must hold an organizational meeting to formally complete the corporation's setup.
At the organizational meeting, you will typically:
Adopt the corporate bylaws (if not already done by written consent).
Elect officers, such as a president, secretary, and treasurer.
Authorize the issuance of shares and issue initial stock to founders and investors.
Set the corporation's fiscal year.
Authorize opening a corporate bank account.
Keep formal minutes from this meeting and every meeting that follows. Minutes are never filed with the Secretary of State, but they are among the clearest evidence that your corporation is observing proper corporate formalities, which is the foundation of the liability protection a C Corp provides.
Yes. Washington law expressly allows directors to participate in regular or special board meetings through any means of communication that allows all participating directors to simultaneously hear one another. A director participating remotely is legally considered present in person. This means your organizational board meeting can be conducted by Zoom, Teams, phone conference, or any other real-time audio or audio-video system, provided all participants can hear each other.
Don't simply skip the organizational steps. The incorporators or initial directors hold an organizational meeting to complete the corporation's organization. However, Washington also expressly permits written consents as an alternative to a live meeting. Under RCW 23B.02.050, incorporators can take certain required actions by written consent instead of a meeting. Under RCW 23B.08.210, all directors can approve board actions by unanimous written consent without holding a meeting. Electronic transmissions can qualify as written consents if they show the director's intent, identify the sender, and are dated.
It depends on how the corporation is structured at formation. If you named yourself as the initial director in the Articles of Incorporation, you hold the organizational meeting as the initial director. If you did not name initial directors in the Articles, you hold the meeting as the incorporator to elect yourself as director and then complete the organization in that capacity. Washington law under RCW 23B.08.030 allows a corporation to have a board of one individual, so a solo founder can serve as the sole director, officer, and shareholder. There is no requirement for multiple people to attend the organizational meeting for a solo-founder corporation.
Step 8: Get an EIN
After forming your Washington C Corp and completing the organizational meeting, apply for a federal Employer Identification Number (EIN) from the IRS and register for a Washington Business License through the Department of Revenue.
Apply for your EIN first:
Apply for an EIN directly through the IRS at no cost, or have Swyft Filings handle it as part of your formation package. You need the EIN before you can apply for a Washington Business License, open a business bank account, or register for state tax accounts. The online IRS EIN application takes about 15-20 minutes and issues the number immediately.
Your Washington C Corp needs an EIN to:
Open a business bank account.
Hire employees in Washington or any other state.
File federal and Washington state tax returns.
Register for Washington Business Licensing through My DOR.
Apply for a business credit card or loan.
Keep your personal Social Security number off business contracts.
What Are the Post-Formation Requirements for a Washington C Corp?
Filing your Articles of Incorporation creates your Washington C Corporation, but staying in good standing requires meeting several ongoing obligations.
1. File Your Washington Annual Report Every Year
Every Washington domestic corporation must file an annual report with the Secretary of State each year to maintain its active status and keep its UBI in good standing. The annual report is due by the last day of the month in which the corporation was originally formed and can be filed up to 180 days before the due date.
Here is what you need to know about Washington's annual report:
Filing deadline: Last day of the formation month each year
Filing window: Up to 180 days before the expiration date
Fee: $70 for profit business entities, plus an online processing fee
Delinquency fee: $25 additional delinquency fee if filed after the expiration date, for a total of $95
What it does: Confirms or updates the registered agent, registered office, principal office, and governor (officer/director) information on the Secretary of State's public record
Consider using Swyft Filings to file your Washington annual report on your behalf. Our specialists prepare and file the required report, and you receive confirmation once the filing is complete.
Your annual report is due by the last day of the month in which your corporation was originally formed, every year. For example, if your corporation was formed on May 15, your annual report is due by May 31 each year. You can file up to 180 days before the due date, so for a May 31 deadline, you can file as early as December 1 of the prior year. Filing early does not change the expiration date.
The annual report confirms or updates the corporation's registered agent and registered office address, principal office address, and the names and titles of governors (officers and directors). If any of this information has changed since the last report, the annual report is how you keep the Secretary of State's public record current.
2. Apply for a Washington Business License
If your corporation is required to register for Washington business licensing, submit the Business License Application through Swyft Filings, or the Washington Department of Revenue's My DOR system. The application registers your business for applicable state tax accounts and business endorsements. Depending on your activities and location, additional city or state endorsements may also be required.
The Washington Business License is separate from the Secretary of State's corporation formation filing. Forming the corporation creates the legal entity, while business licensing handles applicable tax registrations and licenses or endorsements needed to conduct business in Washington.
Yes. The Secretary of State's corporation registration and the Washington Business License are separate requirements administered by different agencies. Forming the corporation with the Secretary of State creates the legal entity. Applying for a Washington Business License through the Department of Revenue registers the corporation for tax purposes and local licensing, assigns the UBI number, and enables endorsements for city or state activities. Most Washington corporations need both.
Yes, if your corporation sells taxable goods or services in Washington. Washington's combined state and local sales tax rate varies by location, with the state rate currently at 6.5% plus applicable local rates. If your corporation makes taxable retail sales, register for sales tax collection as part of the Washington Business License Application. Sales tax is administered by the Department of Revenue and managed through My DOR.
Yes. If your Washington C Corp hires employees, you must register for employer withholding tax and unemployment insurance. The Business License Application through My DOR covers the DOR registration for withholding. Unemployment insurance is administered separately through the Washington State Employment Security Department. Register before your first payroll to avoid penalties.
3. Pay Washington B\&O Tax and Other Applicable Taxes
Your Washington C Corp is generally subject to Business and Occupation (B\&O) tax on gross receipts from Washington business activity. The B\&O tax rate depends on the business activity classification. Even corporations with no net profit may owe B\&O tax on their gross receipts.
File and pay B\&O tax through the Washington Department of Revenue. The filing frequency (monthly, quarterly, or annual) is determined by your expected annual B\&O tax liability and is communicated by DOR when you register. If your corporation sells taxable goods or services, collect and remit sales tax on the same filing.
Washington's B\&O tax rates vary by business activity classification. Common rates include: 0.471% for retailing; 0.484% for manufacturing, extracting, and wholesaling; and, for service and other activities, a tiered rate based on the corporation's prior-year Washington gross receipts — 1.5% under \$1 million, 1.75% between \$1 million and \$5 million, and 2.1% at \$5 million or more. The applicable rate depends on what your corporation actually does. If your corporation engages in multiple activities, different rates may apply to different portions of gross receipts.
Yes. Washington has no state corporate income tax, but a Washington C Corp is still subject to federal corporate income tax at a flat 21% rate on taxable income. The corporation files Form 1120 annually with the IRS. Shareholders may also pay personal income tax on dividends received from the corporation, which is the double taxation that distinguishes a C Corp from an S Corp or LLC.
4. Open a Business Bank Account
Open a dedicated business bank account as soon as your EIN is issued. Mixing personal and business funds is one of the fastest ways to weaken the liability protection a C Corp provides. Banks typically request your Articles of Incorporation, EIN confirmation letter, and a corporate resolution or board authorization identifying who is authorized to open and manage the account.
Banks commonly request: your Washington Articles of Incorporation (or a Certificate of Existence from the Secretary of State); your EIN confirmation letter from the IRS; a corporate resolution or authorization document identifying who is authorized to open and manage the account; and, in some cases, your corporate bylaws. Requirements vary by financial institution, so confirm with your bank before your appointment. Swyft Filings provides a secure document storage service where you can store and access your formation documents at any time.
5. Maintain Your Registered Agent and Corporate Records
Keep your Articles of Incorporation, any amendments, current bylaws, shareholder records, stock issuance ledger, initial report, and minutes from all board and shareholder meetings in the corporation's records. Washington law requires corporations to keep certain records available for shareholder inspection under RCW 23B.16.020.
Washington corporations must maintain appropriate corporate and financial records, including: Articles of Incorporation and effective amendments Current bylaws and amendments Minutes of shareholder and board meetings Written consents documenting corporate actions Accounting records A current record of shareholders The initial report or most recent annual report filed with the Secretary of State Certain records, including specified meeting minutes and shareholder communications, must be kept at the corporation's principal office for the periods required by Washington law. Keep your corporate records organized and available for inspection as required by statute.
A Certificate of Existence is an official document from the Washington Secretary of State confirming that your corporation is currently in good standing. Banks, lenders, investors, and government agencies often require it when your corporation enters contracts, applies for financing, or registers to do business in another state. Obtain a Certificate of Existence through the CCFS portal or use Swyft Filings' good standing certificate service for assistance.
How Much Does It Cost to Form a C Corp in Washington?
The cost of forming a C Corp in Washington depends on required state filing fees and any additional services you choose. Here is a complete breakdown:
Cost
Fee
Articles of Incorporation (online)
$180 + online processing fee
Expedited processing (generally within 3 business days)
+$100
Same-day in-person service (Olympia office)
+$150
Name Reservation (mail or in-person only, 180 days)
$30
Initial Report filed with Articles (recommended)
$0
Initial Report filed separately within 120 days
$10
Annual Report (profit corporation)
$70 + online processing fee
Annual Report/Delinquent (past due date)
$95 total ($70 + $25 delinquency fee)
Change of Registered Agent or Office
No fee (Secretary of State)
Articles of Amendment (name change, share increase, etc.)
$30
Washington Business License Application (basic)
$50 + endorsement fees
EIN from the IRS
Free
Ready to Start Your Free C Corp in Washington?
Starting a Washington C Corp involves Articles of Incorporation, an Initial Report, registered agent requirements, an annual report to the Secretary of State, a Washington Business License, and B\&O tax obligations, all running from the moment of formation. Swyft Filings has helped businesses form corporations for free since 2015. Our team understands Washington Secretary of State requirements and can help you prepare and file your C Corp paperwork accurately and on time.
*Disclaimer: This guide provides general information about forming a C Corp in Washington and is not a substitute for legal, tax, or financial advice.*
Check C Corp Formation Guides for Other States
C Corp rules, filing costs, and corporate tax structures vary by jurisdiction. Select any state below to view its specific C Corp laws.
Starting a Washington C Corp means filing Articles of Incorporation, appointing a registered agent, and staying current with the annual report. Swyft Filings has been helping businesses form and stay compliant since 2015. Our team knows the Washington Secretary of State requirements and can file your C Corp quickly, accurately, and in full compliance.
It depends on your goals. A Washington LLC is typically simpler to operate and can avoid the corporate double taxation associated with C Corp dividends, making it suitable for many small businesses, real estate businesses, and professional services. A Washington C Corp may be appropriate if you plan to raise venture capital, issue multiple classes of stock, or pursue an IPO. Both LLCs and corporations can be subject to Washington's B&O tax, while their management requirements, federal tax treatment, and ownership structures differ.
Owners who work for the corporation can receive compensation as employees, including salary, wages, and benefits. The corporation withholds applicable taxes on those payments like any employer. Shareholders may also receive dividends when the board of directors declares them from the corporation's after-tax profits. Compensation is generally a corporate business expense, while dividends are distributions of after-tax profits that may create additional tax liability for shareholders.
An S corporation is a federal tax election, not a separate Washington entity type. Both C Corps and S Corps are formed by filing Articles of Incorporation with the Washington Secretary of State. The primary difference is federal tax treatment. An S Corp generally passes income through to shareholders and avoids corporate-level federal income tax, but it has restrictions on shareholder eligibility, the number of shareholders, and stock classes. A C Corp does not have those S Corp restrictions and can accommodate broader ownership structures and multiple classes of stock.
A C corporation is a separate taxpayer for federal income tax purposes and generally pays federal corporate income tax on its profits at the applicable corporate tax rate. When the corporation distributes after-tax profits to shareholders as dividends, shareholders may also owe income tax on those dividends on their personal tax returns. This two-level taxation is commonly referred to as double taxation.
To dissolve a Washington C Corp, the corporation generally must obtain the required board and shareholder approval and file Articles of Dissolution with the Washington Secretary of State through the applicable filing system. Before completing the dissolution, the corporation should settle its debts, distribute remaining assets as appropriate, close applicable Department of Revenue and Business Licensing accounts, and file any outstanding annual reports.
Yes. Washington allows eligible business entities to convert under its business statutes. A Washington C Corp can convert to an LLC by following the applicable statutory procedures, including filing a Plan of Conversion and required formation documents with the Secretary of State. The corporation must obtain the required approvals, and the converted entity must satisfy Washington's LLC formation requirements.
