Business Corporation Formation Filing Requirements in Washington

At a glance

Requirements one by one

The articles can omit directors, but not incorporators

RCW § 23B.02.010 permits one or more persons to act as incorporators by delivering articles to the Secretary of State. Because “person” includes both individuals and entities under RCW § 23.95.105, an incorporator need not be a natural person. RCW § 23B.02.020 requires the name and address of each incorporator, the corporate name, authorized shares, and initial registered agent. Initial-director names and addresses are optional.

The current paper form requires each incorporator's name, address and signature and allows additional sheets. RCW § 23.95.200 requires the executing individual's name and capacity but no seal, attestation, acknowledgment or verification.

Name, purpose and duration have statutory defaults

RCW § 23.95.305 requires a business-corporation designator and bars specified banking, trust, cooperative and similar terms for an ordinary corporation. RCW § 23B.03.010 supplies a lawful-business purpose unless the articles state a narrower one; banks and insurers cannot use this title. RCW § 23B.03.020 supplies perpetual duration unless the articles provide otherwise.

The agent consents, while the principal office can wait

RCW § 23.95.415 distinguishes a commercial agent, identified by its registered name, from a noncommercial agent identified by name or office and address. The agent must give prior consent in a record, and that consent is filed with or as part of the first record appointing the agent. The current paper form requires a Washington physical street address and email for a noncommercial agent and a signature consenting to serve for every agent type.

The principal office is not among the mandatory article terms in RCW § 23B.02.020. It is a field in the initial report required by RCW § 23.95.255. The online combined filing collects it, but the Secretary of State expressly allows the initial report to be deferred.

Share drafting determines how much belongs in the articles

RCW § 23B.06.010 requires the articles to prescribe the share classes and the authorized number in each class. If more than one class is authorized, the articles state each designation and, before issuance, its preferences, limitations, voting powers and relative rights. The articles must authorize shares carrying unlimited voting rights and shares entitled to the net assets on dissolution; the same class may satisfy both requirements.

The current form requires at least one authorized share and defaults the selected type to common stock if none is selected. Par value is optional under RCW § 23B.02.020. If the articles authorize the board to set class or series terms, RCW § 23B.06.020 requires articles of amendment stating those terms before the shares are issued.

Filing establishes existence

The Secretary of State accepts the current paper form by mail and provides an online formation workflow. The base filing fee is $180; the online route adds an online processing fee. Prepared articles and other provisions may be uploaded in the online workflow, but an uploaded articles document is attached to the system-generated filing rather than separately file-stamped.

RCW § 23B.02.030 starts corporate existence when the articles are filed unless a delayed effective date is specified. RCW § 23.95.210 permits a date and time no more than 90 days after filing; a delayed date without a time takes effect at 12:01 a.m.

The initial report makes the directors public

RCW § 23B.02.050 requires an initial report, and RCW § 23.95.255 sets the deadline at 120 days after the articles become effective. The report states the entity and formation jurisdiction, agent, principal office, governors, business nature and UBI. For a business corporation, “governor” means director under RCW § 23.95.105. The current form charges no additional fee when the report is filed with the articles and $10 when it is filed separately. The current ordinary formation materials identify no publication or proof-of-publication step.

Organization depends on whether the articles name directors

Under RCW § 23B.02.050, named initial directors hold the organization meeting at the call of a majority and appoint officers, adopt bylaws and handle other organization business. If the articles do not name directors, the incorporators meet to elect them and either complete organization or leave completion to the new board. The meeting may be held inside or outside Washington, and unanimous incorporator written consent may replace it.

RCW § 23B.02.060 independently requires the incorporators or board to adopt the initial bylaws. Unless the articles or bylaws say otherwise, RCW § 23B.08.210 allows unanimous written or electronic board consent. RCW § 23B.08.400 assigns offices through the bylaws or board, requires one officer to hold minutes and record-authentication responsibility, and permits one person to hold multiple offices.

What trips people up

The paper packet's general instructions say an email is required for both the registered agent and principal office, while its articles pages contain an agent email field but no principal-office field. The statutes resolve the filing sequence: the agent belongs in the articles, while the principal office belongs in the initial report and may be deferred. WAC § 434-112-045 also warns that a record without a return mailing address and email address may not be accepted, even though the paper form labels its return-address box optional.

Deferring the initial report keeps the directors and principal office out of the formation filing, not out of the public record permanently. The same information is due within 120 days, and the separate filing costs $10 under the current form.

Common questions

Must the articles name the first directors?

No. RCW § 23B.02.020 makes initial directors optional. If they are omitted, the incorporators elect the directors during organization under RCW § 23B.02.050.

Must Washington articles state par value?

No. RCW § 23B.02.020 permits par value but does not require it. The articles still must contain the authorized-share and class information required by RCW § 23B.06.010.

Can the board organize without an in-person meeting?

Generally yes. RCW § 23B.08.210 permits unanimous written or electronic board consent unless the articles or bylaws require board action at a meeting.

Can one person hold more than one officer role?

Yes. RCW § 23B.08.400 expressly allows the same individual to hold multiple offices.

Statutes and sources

• RCW §§ 23B.02.010, 23B.02.020 and 23.95.200. Incorporators, mandatory and optional article terms, and execution rules. Washington Legislature, accessed August 14, 2026.
• RCW §§ 23B.03.010, 23B.03.020 and 23.95.305. Purpose, duration and name rules. Washington Legislature, accessed August 14, 2026.
• RCW §§ 23.95.415 and 23.95.255; WAC § 434-112-045. Agent consent, initial report and filing-contact information. Washington Legislature, accessed August 14, 2026.
• RCW §§ 23B.06.010 and 23B.06.020. Authorized classes, class rights and board-determined terms. Washington Legislature, accessed August 14, 2026.
• RCW §§ 23B.02.030 and 23.95.210. Corporate existence and delayed effect. Washington Legislature, accessed August 14, 2026.
• RCW §§ 23B.02.050, 23B.02.060, 23B.08.210 and 23B.08.400. Initial report, organization, consent, bylaws and officers. Washington Legislature, accessed August 14, 2026.
• Washington Secretary of State. Current profit-corporation paper form, filing/forms page and online instructions, accessed August 14, 2026.