Washington corporations at a glance
This isn’t a thin “file your Articles” checklist. It’s the full decision tree for when a Washington corporation is the right call, how it compares to Delaware or California, and when an LLC still wins.
❌ Myth: “Washington corporations pay no taxes because the state has no income tax.”
Income tax is only part of the equation. Washington’s Business & Occupation (B&O) tax hits gross receipts regardless of profitability, and cities like Seattle add their own layers. Owners living in California, Oregon, or New York are still taxed by their home state on dividends and wages from the corporation. Entity location alone never disconnects you from the jurisdictions where you actually live or operate.
✅ Reality: Incorporate in Washington when the business already lives in Washington.
WA-based founders with employees, inventory, HQ, or real estate in the state benefit from aligning their governing law, registered agent, and DOR accounts. You avoid paying Delaware franchise tax just to foreign-register back in WA. Local lenders, contracting agencies, and licensing boards also prefer in-state records when your entire operation is visibly here.
Washington corporate entity map
- RCW 23B – Washington Business Corporation Act (standard for-profit corporations; C-corp default, S-corp election overlay).
- RCW 23B.25 – Social Purpose Corporation (SPC) overlay for mission-anchored for-profits.
- RCW 24.03A – Washington Nonprofit Corporation Act (charitable, mutual benefit, trade orgs).
- RCW 23.95 – Uniform Business Organizations Code (names, registered agents, UBI, foreign filings).
This hub focuses on RCW 23B corporations and the SPC overlay, with teasers for nonprofits and foreign entities so you know when to branch into separate guidance.
| Washington Corp | Delaware Corp | California Corp | |
|---|---|---|---|
| Formation cost | ≈ $200 filing fee online (profit Articles) + optional expedite; one-time name reservation $30. | ≈ $89–$139 depending on filing method; often filed via registered agent. | $100 for Articles + $15 handling; Statement of Information due within 90 days. |
| Annual obligations | $71 annual report + B&O filings; no state income tax. | $225 minimum franchise tax for most corporations + annual report. | $25 Statement of Information + $800 franchise tax (LLCs) or corporate income tax for C-corps. |
| Court & investor reputation | Local familiarity; WA courts are fine for closely held companies. | Chancery Court + investor expectations for VC-backed startups. | Required when most revenue, employees, and investors are California-based. |
| Best use case | Washington headquarters, regional businesses, professional practices, mission-driven SPCs. | Venture-backed startups, companies planning to raise institutional capital, or multi-state holding companies. | Businesses operating solely in California or required to file there anyway. |
Washington corporate lifecycle
- Pre-formation strategy: Validate whether RCW 23B is the right chassis, map founders’ roles, and line up IP assignments. (See the Entity Types tab.)
- Formation filing: Draft Articles with the right share headroom, submit via CCFS, and appoint a registered agent who can keep up with service of process. (See Formation & Filings.)
- Organizational meeting: Adopt bylaws, issue stock, approve banking authority, and paper any founder vesting. (See Governance & SPCs.)
- Years 1–3 growth: Maintain minutes, file annual reports, and set up B&O/city filing cadences before adding investors. (See Tax & B&O.)
- Capital raises & exits: Layer in shareholder agreements, preferred stock, or SPC reporting, and keep diligence-ready records for M&A or dissolution. (See all tabs; CTA/Foreign if you cross state lines.)
- A solo consulting practice with no employees or investors—an LLC provides simpler governance.
- Real-estate holding entities—LLCs give passthrough taxation and flexible profit allocations.
- Side-gig product lines with no formal board or equity issuances—LLCs avoid share issuance formalities.
Use corporations when you genuinely need stock, bylaws, and board governance. Everything else is usually easier in an LLC.
Delaware is the default when institutional investors demand Chancery Court precedent, multi-class preferred stock, and stock-option infrastructure that Washington’s statute does not emphasize. California incorporation becomes unavoidable when the leadership, payroll, and investors are in CA—“foreign” filings will not dodge California franchise tax or regulatory requirements. Many clients still run Delaware parent + Washington foreign registration to get Delaware governance with local authority to do business.
Should I form in Delaware or Washington?
Form in Washington when your headquarters, payroll, and real estate are here and you do not plan to raise institutional capital in the near term. Delaware makes sense when VC investors demand it or when you anticipate complex preferred stock structures and investor-friendly courts. If you choose Delaware, plan to foreign-register in Washington anyway, which essentially creates a two-state compliance stack.
Do I need a corporation or is an LLC enough?
LLCs shine for pass-through taxation, flexible distributions, and streamlined governance. Corporations become necessary when you want to issue stock, adopt stock option plans, or qualify for Qualified Small Business Stock treatment. If you are unsure, model both: sometimes starting as an LLC and converting later is cheaper than running a corporation before you truly need one.
Can I convert my Washington LLC into a corporation later?
Yes. RCW 23B supports statutory conversions, and practitioners routinely convert WA LLCs into WA corporations once investors appear. Expect new Articles, bylaws, stock issuances, and a DOR notice. Plan ahead by keeping clean cap tables and operating agreements so the conversion paperwork reflects reality.
How does a Washington corporation work with remote owners in other states?
Remote owners take salary/dividends like any other shareholder, but they remain tax residents of their home states. That means California owners of a Washington corporation still owe California income tax on their compensation, and the corporation may also need to foreign-register wherever it has employees or regular activity. Use employment agreements and payroll systems that respect multi-state withholding rules.
Entity types and statutory anchors
Washington keeps entity naming simple, but the statutes matter. Here’s how RCW 23B, 23B.25, and 24.03A interlock and when federal elections change your tax treatment.
| Entity Type | RCW Anchor | Best For | Notes |
|---|---|---|---|
| Standard for-profit corporation | RCW 23B | Main-street to mid-market companies, closely held ventures, startups not leaving WA. | C-corp by default; shareholders taxed on dividends and compensation. Provides board/officer structure. |
| S-corp (tax election) | RCW 23B + IRS Form 2553 | Owner-operated companies wanting pass-through taxation while keeping corporate formality. | Federal election only—still a Washington corporation. Requires qualifying shareholders and single class of stock. |
| Social Purpose Corporation | RCW 23B + RCW 23B.25 overlay | Mission-driven for-profits balancing shareholder return with defined social purposes. | Articles must list social purpose(s); directors must consider mission impacts alongside profit. |
| Professional corporation (PC) / PLLC | RCW 18.+ board rules + RCW 23B/25.15 | Law, medicine, accounting, architecture, veterinary practices. | Licensing boards dictate ownership and naming; may prefer PLLC in some cases. |
| Nonprofit corporation | RCW 24.03A | Charities, trade associations, clubs, foundations. | Not covered deeply here; separate compliance regime with charitable registration. |
| Foreign corporation registered in WA | RCW 23B + RCW 23.95 | Delaware/California/etc. corporations operating in Washington. | Must file foreign registration, keep registered agent, and file WA annual reports. |
Standard Washington Business Corporation (RCW 23B)
The default Washington corporation is formed under RCW 23B with Articles of Incorporation filed through the Corporations & Charities Filing System. It provides board governance, officer roles, and indefinite duration. Unless you elect S-corp status, it is taxed as a C-corp federally.
Most privately held Washington companies choose this structure when they want to issue stock, separate voting rights, and build a board-advised management cadence. The statute allows broad customization through bylaws, shareholder agreements, and Article provisions.
S-Corp: Federal election layered onto RCW 23B
“S-corp” is not a Washington entity type. It is a federal tax election via IRS Form 2553 where a small corporation (or LLC) qualifies for pass-through taxation. Washington’s lack of an income tax means the benefit is primarily federal plus payroll-tax planning for owner-employees. You still file Washington annual reports and pay B&O like any other business.
Social Purpose Corporations (RCW 23B.25)
The SPC overlay lets you codify social or environmental missions without forming a nonprofit. Your Articles must list one or more social purposes, and directors must consider the mission and people materially affected, not just shareholders. SPCs can raise capital, pay dividends, and still articulate measurable public benefits.
Nonprofit vs. for-profit corporations
Nonprofits live in RCW 24.03A with different naming, governance, and dissolution rules. They do not issue stock and often seek federal 501(c)(3) status. Many founders start there but realize they need for-profit flexibility—this hub keeps you on the RCW 23B path and flags when you should jump to a nonprofit specialist.
RCW 23.95 – Uniform Business Organizations Code
RCW 23.95 governs names, registered agent requirements, and service of process for almost every entity on file with the Secretary of State. It dictates distinguishability standards, RA consent, and how foreign entities file public documents in Washington. If you miss a deadline or if your RA resigns, RCW 23.95 is the chapter that controls how the state serves process and administratively dissolves an entity.
RCW 24.03A – Nonprofit Corporation Act
Even though nonprofits are outside this hub’s core mission, the new RCW 24.03A statute matters for founders deciding between for-profit and charitable structures. It layers in Attorney General oversight, charitable solicitation registrations, and fiduciary rules that are very different from RCW 23B’s shareholder-centric model.
| Scenario | Default structure | Why |
|---|---|---|
| Mission-driven consumer brand balancing profit and impact | Social Purpose Corporation | Allows clear social-purpose statements without giving up for-profit flexibility and signals intent to customers/investors. |
| Holding company for Washington real estate | LLC | Pass-through taxation, simpler governance, and flexibility for special allocations tied to specific properties. |
| Charity relying on donations and grants | Nonprofit (RCW 24.03A) | Needed for 501(c)(3) eligibility, donor deductibility, and charitable oversight compliance. |
| Regional HVAC or construction firm with employees and equipment | LLC or RCW 23B corporation | Choose based on whether equity incentives or future sale structure matter more than simple pass-through taxation. |
| VC-backed software startup | Delaware C-corp + WA foreign registration | Investor expectations around Delaware law and stock-option plans outweigh simplicity; still need WA qualification to hire locally. |
Formation and filings workflow
Getting to a bank-ready Washington corporation requires more than clicking “submit” on Articles. This workflow mirrors how I take clients from name clearance through bylaws, share issuances, and tax accounts.
Pre-formation planning checklist
- Draft a lightweight cap table showing founder percentages, option pool targets, and future investor headroom.
- Define founder roles, vesting schedules, and what happens if someone leaves before cliff dates.
- Confirm who currently owns IP, code, trademarks, domains, and how it will be assigned to the corporation.
- Discuss exit scenarios—bootstrapped dividends, strategic sale, or outside equity—and capture expectations in emails before lawyers draft documents.
- Collect addresses/IDs for incorporators, directors, and registered agents so filings do not stall.
Step 1 – Name clearance & branding
Search the SOS Corporations & Charities Filing System (CCFS) and USPTO for conflicts, consider obvious abbreviations, and secure domains/social handles. Washington requires a corporate designator like “Inc.” or “Corporation,” and RCW 23.95 demands distinguishability from existing entities.
Common mistake: founders grab a name online without checking alternate spellings or industry confusion, then need expensive rebranding later. Lock domains and social handles the same day you confirm availability.
Step 2 – Share architecture
Decide how many shares to authorize, whether to assign par value, and whether you need multiple classes for voting or economic rights. Even if you start with a single class, plan for future option pools and preferred stock so amendments are painless.
Common mistake: authorizing too few shares, forcing amendments as soon as option pools or investors arrive. Leave at least 10–20% unissued for incentive plans and future rounds.
Step 3 – Registered agent & principal office
Select a Washington registered agent with a physical address and daytime availability. For remote founders, a commercial agent avoids home-address exposure. Set your principal office location where corporate records will be maintained.
Common mistake: appointing a friend who travels or closes the office for weeks at a time. Missed service of process can default lawsuits—pay for a professional service unless you control the office.
Step 4 – File Articles of Incorporation
Use the CCFS online workflow whenever possible. Include your share authorization, registered agent consent, incorporator info, and optional provisions (director liability limits, indemnification, SPC election). Online filings are usually processed within 1–3 business days.
Common mistake: skipping optional provisions, then scrambling to amend Articles when banks or investors demand them. Draft director liability and indemnification clauses now—it is cheaper than amending later.
Step 5 – Organizational meeting
Adopt bylaws, appoint the initial board and officers, approve share issuances, set the fiscal year, and ratify pre-incorporation contracts. Document subscriptions, consider 83(b) elections for restricted stock, and memorialize capitalization in a ledger.
Common mistake: skipping minutes or written consents because “it’s just us.” Banks, landlords, and future buyers will still demand them—create templates now and update them every time the board acts.
Step 6 – EIN, DOR, city licensing, banking
Apply for an EIN, register with the Washington Department of Revenue for B&O/sales tax, and obtain city licenses (Seattle, Tacoma, Bellevue, etc.). With stamped Articles and EIN in hand, open bank/merchant accounts and set up bookkeeping.
Common mistake: waiting to register with DOR until after revenue starts. That delay triggers back returns, penalties, and frantic catch-up filings—register immediately even if you expect $0 revenue the first quarter.
Required contents of Washington Articles
- Name & designator: Must comply with RCW 23.95 naming conventions and include “Corporation,” “Incorporated,” “Limited,” or an abbreviation.
- Registered agent & street address: Consent is included in the filing; no PO boxes.
- Authorized shares: Number, class, and par/no-par designation. Add preferred stock terms or leave space for later amendment.
- Incorporator(s): Name and address of whoever signs/submits the Articles.
- Optional provisions: Director liability limitations (RCW 23B.08.320), indemnification, preemptive rights, SPC statements, delayed effective date.
| Filing | Fee (approx.) | Notes |
|---|---|---|
| Articles of Incorporation – profit corporation | $200 online ($180 mail) + optional expedite | Includes initial report prompt post-formation. |
| Articles of Incorporation – nonprofit | $30 online | Different form; mention here for comparison. |
| Articles amendment | $30 online | Used for name changes, share structure updates, SPC adoptions. |
| Dissolution | $20 online | Ensure DOR and city accounts are closed to avoid lingering taxes. |
| Expedited service | $100 surcharge | Applies to paper filings; online filings already move quickly. |
Washington’s RCW 23B also authorizes mergers, share exchanges, domestications, and conversions—handy when an LLC later becomes a corporation for financing. Many founders start with an LLC and file a statutory conversion once investors demand stock. Expect a future “Washington Entity Conversions” hub for detailed playbooks, but know the pathway exists.
Online CCFS filing
Fastest path with built-in acknowledgements, RA consent, and auto-generated UBI. You upload optional provisions as plain text and receive stamped Articles + initial report reminders via email.
Paper filing + expedite
Useful when you need to attach complex exhibits or when the online form cannot accommodate specialized share language. Expect longer turnaround unless you pay the $100 expedite on top of courier costs.
Bank and investor document checklist
- Stamped Articles of Incorporation + initial report receipt.
- Bylaws and organizational minutes appointing directors/officers.
- Share ledger, stock certificates (physical or digital), and option plan approvals.
- Board resolutions authorizing bank accounts, credit lines, or major contracts.
- EIN confirmation letter and Washington good-standing/“certificate of status” within the last 60 days.
Governance, shares, and SPC overlays
RCW 23B corporations revolve around the board of directors. Bylaws and shareholder agreements translate statute into daily operations, while optional SPC language layers in mission obligations.
Governance under RCW 23B
Boards manage or oversee the corporation’s affairs, with officers executing day-to-day operations. Directors owe duties of care and loyalty; they can rely on information from officers, experts, and committees under RCW 23B.08.
Articles can limit directors’ personal monetary liability for breaches of the duty of care (but not loyalty or intentional misconduct). Bylaws handle meeting procedures, notice requirements, quorum, and committee structures. Closely held corporations sometimes combine shareholder and director functions, but minutes and written consents remain essential.
Officers (CEO, president, secretary, treasurer) have authority defined in bylaws or board resolutions. Keep officer appointments updated with banks and counterparties—nothing stalls a closing like outdated incumbency certificates.
| Concept | What it means | Practice note |
|---|---|---|
| Authorized vs. issued shares | Authorized shares live in the Articles. Issued shares are granted to shareholders. | Authorize headroom for option pools or future investors to avoid constant amendments. |
| Par vs. no-par value | Par sets a minimum issuance price. No-par offers flexibility. | Most WA startups go no-par to avoid needless capital restrictions, but par can anchor franchise taxes in other states. |
| Common vs. preferred stock | Preferred receives liquidation preferences, dividends, and special rights. | Document rights clearly in Articles or certificates of designation before soliciting investors. |
| Voting vs. non-voting shares | Separate economic upside from control. | Useful for employee equity without board seats; coordinate with S-corp rules if elected. |
| Founder vesting & repurchase rights | Shares subject to vesting can be repurchased if a founder leaves early. | Use restricted stock agreements + 83(b) filings. Prevents free riding and clarifies cap table expectations. |
Social Purpose Corporations (SPCs)
- Articles must identify one or more social purposes (e.g., affordable housing, climate mitigation, workforce training).
- Directors must consider shareholders, people materially affected by the corporation’s conduct, and the social purpose when making decisions.
- SPCs should deliver annual (or more frequent) social-purpose reports to shareholders summarizing actions and metrics—internal transparency builds credibility.
- Sample metrics: metric tons of greenhouse gases avoided, number of housing units delivered, scholarships funded, or hours of pro-bono/volunteer time tracked.
Common SPC scenarios: consumer brands emphasizing sustainability, impact-focused development firms, mission-driven tech platforms, or hybrid ventures that would be too capital-intensive as nonprofits but want purpose hard-coded into governance. Mission language in the Articles is a check on greenwashing—if your marketing promises do not match the statutory social purpose, regulators and consumers will notice.
Closely held corporations vs. public-company governance
Nearly every Washington corporation I form is closely held: a handful of founders, maybe a seed investor, and no public reporting. That means you can use unanimous written consents instead of quarterly board meetings, combine officer roles (CEO/President/Secretary), and route approvals through email. Still, you must keep minutes or consents for loans, leases, equity grants, and major contracts—banks ask for them, and they become evidence in disputes.
Establish a recurring cadence every quarter to update minute books, confirm officer titles, and refresh conflict-of-interest disclosures. When the company later seeks financing or sells, diligence teams want to see board-level support for key decisions.
Board traps and best practices
| Issue | Why it matters | Best practice |
|---|---|---|
| Undocumented related-party loans | Auditors and buyers flag insider loans without terms; IRS may recharacterize them. | Approve via board resolution with interest rate, maturity, and repayment triggers; capture conflict-of-interest disclosures. |
| Major contracts signed without board approval | Landlords, banks, and acquirers want proof that signers had authority. | Adopt resolutions delegating authority limits and ratify large contracts after the fact if needed. |
| No indemnification or D&O insurance plan | Directors may refuse to serve if personal liability exposure is unclear. | Include indemnification provisions in bylaws/articles and evaluate D&O insurance once outside directors join. |
- Buy-sell triggers: death, disability, divorce, termination, or bankruptcy should force a clear valuation and repurchase path.
- Transfer restrictions: right of first refusal and consent requirements keep strangers off the cap table.
- Drag/tag rights: allow majority owners to sell the company cleanly while protecting minority holders from being stranded.
- Deadlock resolution: tie-breaker votes, put/call mechanics, or mediation clauses prevent 50/50 stalemates.
Tax and B&O overlay
There is no state income tax, yet Washington corporations still file B&O returns on gross receipts and often deal with local B&O. Federal tax classification (C vs S vs partnership) remains the big swing.
| Structure | Federal taxation | Washington state | Local (city) overlay | Typical use case |
|---|---|---|---|---|
| C-Corp | Entity-level tax at 21%, dividends taxed again to shareholders. | No income tax, but B&O on gross receipts; excise/sales tax registrations as applicable. | Seattle/Tacoma/Bellevue B&O once thresholds hit. | Scaling companies reinvesting profits, raising equity, or planning stock options. |
| S-Corp | Pass-through; shareholders report pro-rata income; reasonable salary required. | Same B&O obligations as C-corps; DOR does not care about S vs C. | Local B&O still applies; license accounts tied to UBI. | Owner-operator businesses balancing salary vs. distributions for payroll-tax planning. |
| LLC taxed as partnership | Pass-through; members pay SE tax. Not a corporation but a comparison point. | B&O applies; same DOR filings. CTA/BOI rules may differ. | City licensing identical if doing business locally. | Real estate holding companies, professional services, joint ventures. |
| Scenario | Classification | B&O exposure | Local layer | Planning note |
|---|---|---|---|---|
| S-corp consultant in Seattle earning $350k | Service & Other | Pays state B&O on all WA-sourced consulting revenue regardless of salary/distribution split. | Seattle business license tax once gross receipts exceed the threshold. | Budget quarterly estimates and remember that “reasonable salary” for S-corp purposes does not reduce B&O. |
| C-corp retailer with three WA stores | Retailing / wholesaling | Files B&O plus collects/remits sales tax on WA sales. | Local B&O in each city plus local licensing for each storefront. | Track inventory across locations; consider tax automation tools so B&O and sales tax filings stay synchronized. |
| WA HQ with nationwide SaaS customers | Service & Other (apportioned) | Washington B&O on Washington-sourced receipts; potential economic nexus in other states. | Possible city B&O if HQ is in Seattle/Tacoma even when customers are elsewhere. | Work with a CPA on apportionment formulas—SaaS revenue allocation can change annually. |
B&O realities
B&O is a gross-receipts tax, meaning a thin-margin S-corp pays the same rate as a highly profitable one. Classifications include Service & Other (consultants, agencies), Retailing, Wholesaling, and Manufacturing. DOR assigns filing frequency (monthly, quarterly, annual) based on expected receipts.
Corporations sometimes assume S-corp status exempts them from B&O—incorrect. Whether you are a corporation or LLC, B&O is triggered by doing business in Washington. For example, a Seattle S-corp earning $400k in consulting revenue owes Service & Other B&O on the entire local portion, plus Seattle business license tax once city thresholds are exceeded.
Coordinate with your CPA so payroll decisions, shareholder distributions, and B&O estimates align. Mis-timing payroll taxes or distributions does not eliminate gross-receipts obligations.
Filing frequency & thresholds
DOR assigns monthly, quarterly, or annual filing status based on projected receipts. Newly formed corporations often start quarterly, then move to monthly once revenue jumps. Even if you owe $0, you must file the return—skipping it triggers penalty interest and “estimated” assessments.
Watch the small-business credit and classification thresholds; they change every few years and can reduce B&O for truly small operators. Calendar reminders prevent autopilot lapses.
Owner-employee compensation planning
S-corp owners must take reasonable salaries subject to payroll taxes before taking distributions. C-corps need board-approved compensation packages to justify wages and bonuses. Coordinate with a CPA to balance payroll, retained earnings, and dividends, especially if you are managing Qualified Small Business Stock (QSBS) timelines or Section 1202 planning.
QSBS (Internal Revenue Code §1202) can make C-corp stock gains partially or entirely tax-free if you meet the five-year holding period and stay under asset caps. Early planning around capitalization, stock issuances, and M&A timing determines whether QSBS is available—talk to tax counsel before you inadvertently disqualify yourself.
CTA / BOI status & foreign corporations
FinCEN’s Corporate Transparency Act shuffle temporarily paused BOI filings for domestic entities, but you should still track ownership data. Foreign corporations operating in Washington have separate obligations regardless of CTA.
Records to keep anyway
- Shareholder names, addresses, ownership percentages, and contact info.
- Director and officer rosters with appointment/resignation dates.
- Copies of government-issued IDs or passports for each beneficial owner.
- Up-to-date capitalization tables, share ledgers, and option grants.
Maintaining this package lets you file quickly if CTA obligations return and also satisfies basic due diligence for lenders, investors, and acquirers.
Foreign corporations doing business in Washington
Any corporation formed outside Washington (Delaware, California, Canada, etc.) must register if it has employees, an office, inventory, or regular operations in the state. Registration runs through RCW 23B foreign qualification and RCW 23.95 for name/agent rules. You’ll obtain a UBI, appoint a Washington registered agent, and file annual reports like any domestic corporation.
Failing to qualify means you cannot maintain a lawsuit in Washington courts until you cure the defect, and DOR can assess penalties for doing business without registration. Catch-up filings usually include all missed annual reports plus reinstatement fees, so it’s cheaper to register before signing leases or hiring staff.
| Foreign corporation example | When to register | Risks if you skip |
|---|---|---|
| Delaware C-corp SaaS startup hiring WA engineers | As soon as you hire employees, open an office, or host equipment in WA. | No access to WA courts, DOR penalties, payroll registration issues, investors questioning compliance. |
| Canadian manufacturer opening a Seattle sales office | Before signing leases or storing inventory in WA. | Customs and tax complications, inability to enforce contracts locally, higher fines during reinstatement. |
Sample bylaw/shareholder-agreement concepts for future BOI rules
- Shareholders agree to provide updated beneficial ownership data within a set number of days when requested.
- The corporation may file BOI or similar reports on behalf of shareholders using information supplied and is not liable for inaccurate data provided by them.
- Distributions or share transfers may be suspended if a shareholder refuses to provide required compliance information.
If CTA doesn’t apply now, why should I care?
Because it could come back with little notice. Keeping ownership and ID data organized today avoids panic filings later and shows investors/lenders that you take compliance seriously. The same data also supports bank KYC and M&A diligence.
Do my minority investors count as beneficial owners?
Under the prior CTA rules, anyone with ≥25% equity or substantial control counted. Even though filings are paused, I still assume material minority investors (or board-appointed observers with control rights) would be reportable if the rules return. Collect their information now so you aren’t renegotiating disclosure obligations during a crunch.
Attorney services & flat-fee packages
Everything below is drafted and filed personally—no anonymous marketplace templates. Packages can be combined or customized based on your cap table, industry, and urgency.
How engagements work
We start with a conflicts check and engagement letter delivered via secure e-sign. Strategy sessions happen over Zoom (or phone if preferred), with document drafts turned in 2–4 business days for standard formations and 5–7 business days for complex SPC or VC-ready projects. I work fully remote but file directly through CCFS and coordinate with your CPA/bookkeeper as needed.
Standard Washington C-Corp Formation
- Strategy call to confirm WA corp vs DE + WA foreign qualification.
- Articles drafting (including liability limitation language).
- Registered agent coordination + CCFS filing.
- Organizational minutes, bylaws, share ledger, certificates.
- EIN + DOR checklist + city license roadmap.
- Up to 2 rounds of revisions per document within 30 days.
VC-Ready (WA or DE + WA foreign)
- Jurisdiction analysis (DE vs WA) with investor expectations.
- Multi-class stock structure + option pool creation.
- Board consents, indemnification agreements, founder stock restrictions.
- WA foreign qualification if forming in Delaware.
- Data room-ready formation binder + cap table template.
- Up to 3 revision rounds including investor-driven tweaks.
Social Purpose Corporation Package
- Mission workshop + drafting of SPC purpose statements.
- Articles with RCW 23B.25 overlay + director duty language.
- Shareholder resolutions adopting mission metrics.
- Template social-purpose report for annual circulation.
- Guidance on marketing claims vs. statutory obligations.
- Two revision rounds covering mission or investor comments.
Annual Corporate Maintenance & Clean-Up
- Annual report prep & filing reminders.
- Minute book updates + officer/director refresh.
- B&O/city compliance calendar review.
- Share ledger corrections and cap table audits.
- CTA/BOI monitoring and ownership data upkeep.
- Includes two ad-hoc Q&A calls per year for governance issues.
DIY Articles & Bylaws Review
- Review/redline of founder-prepared Articles, bylaws, and minutes.
- Memo outlining compliance gaps under RCW 23B and RCW 23.95.
- 30-minute call to walk through revisions and filing strategy.
- One round of follow-up edits within 20 days.
- Add-on drafting available if you decide to hand off the project.
Book a 30-minute consultation
We’ll map entity choice, tax overlays, and compliance steps in one focused session. Most corporations can be filed within 24 hours once engagement letters are signed.
Remote-first, WA fluent: I practice from California but file Washington entities weekly, coordinate with local CPAs for B&O planning, and monitor CTA/BOI developments so you stay ahead of the compliance curve.
Prefer to start via email? Send a 2–3 paragraph summary of your current structure, timelines, and goals to owner@terms.law and I’ll reply with suggested next steps.