Nonprofit Corporation Formation Filing in Washington

At a glance

Requirements one by one

Articles and incorporators

Section 24.03A.090 permits one or more individuals aged at least eighteen to form a nonprofit by delivering articles of incorporation to the Secretary of State. Each incorporator signs the articles under § 24.03A.100(1)(i), and the filing identifies each incorporator by name and mailing address. General filing rules in § 23.95.200 require the executing individual's name and capacity.

Contents, agent, and name

The articles state the name, purposes, initial registered agent name and address, initial board size, and each initial director's name and mailing address (§ 24.03A.100(1)(a)–(e)). They also state how assets will be distributed on dissolution. A nonprofit may organize for any lawful activity under § 24.03A.130(1), but the articles still need a purpose statement.

If the nonprofit will have statutory members, the articles say so under § 24.03A.100(1)(f). A no-member declaration is optional under subsection (2)(a). The articles may include member-class characteristics and rights under subsection (2)(c)(iii).

Section 24.03A.095 sends name rules to chapter 23.95. The name must be distinguishable on the Secretary's records under § 23.95.300(1). Unlike business corporations, a nonprofit formed after 1968 generally must not include or end with “incorporated,” “company,” “corporation,” “partnership,” “limited partnership,” “Ltd.,” or an abbreviation (§ 23.95.305(2)(b)).

The articles identify an agent, rather than a separate registered-office address, under § 24.03A.100(1)(b). The agent must consent in a record before appointment; § 23.95.415(2) requires that consent to be filed with or as part of the first appointing record.

Fees and existence

WAC 434-112-085(8)(a) sets a thirty-dollar base fee for the public organic record; § 23.95.105(32) expressly includes nonprofit articles in that term. Section 24.03A.960(2) adds a fifty-dollar charitable asset protection fee, reduced to ten dollars if the corporation certifies that its total gross revenue in the most recent fiscal year was below five hundred thousand dollars. Section 23.95.260(2)(a) charges no separate fee for agent consent.

Section 24.03A.105(1) begins existence on the date the Secretary files the articles unless a delayed effective date is specified. Section 23.95.210(2) allows a stated later date and time up to ninety days after filing.

What trips people up

Washington asks for the initial directors' identities and board size in the formation articles. It also requires an agent's prior consent to be filed with the appointment. The base fee and charitable asset protection fee come from separate provisions.

Common questions

Do the articles have to say there will be no members?

No. Section 24.03A.100(2)(a) permits that statement but does not require it; subsection (1)(f) requires a statement when the nonprofit will have members as the Act defines them.

Can the articles delay incorporation?

Yes. Section 24.03A.105(1) recognizes a delayed effective date, and § 23.95.210(2) sets the outer limit at ninety days after filing.

Statutes and sources

• Wash. Rev. Code § 24.03A.090 — “One or more individuals may act as the incorporators of a nonprofit corporation by delivering articles of incorporation to the secretary of state for filing. Individuals acting as incorporators must be at least eighteen years old.” Washington Legislature. Accessed 2026-10-01.
• Wash. Rev. Code § 24.03A.095 — “The name or any reserved name of a nonprofit corporation is governed by chapter 23.95 RCW.” Washington Legislature. Accessed 2026-10-01.
• Wash. Rev. Code § 24.03A.100 — “(1) The articles of incorporation shall set forth: (a) A name for the nonprofit corporation that satisfies the requirements of RCW 24.03A.095 ; (b) The name and address of the corporation's initial registered agent; (c) That the corporation is incorporated under this chapter; (d) The purpose or purposes for which the corporation is organized; (e) The number of directors constituting the initial board of directors, and the names and mailing addresses of the persons who are to serve as the initial directors; (f) If the corporation will have members as defined in RCW 24.03A.010 , a statement that the corporation will have members; (g) The distribution of assets upon dissolution; (h) The name and mailing address of each incorporator; and (i) The signature of each incorporator.” Washington Legislature. Accessed 2026-10-01.
• Wash. Rev. Code § 24.03A.100 — “(2) The articles of incorporation may set forth: (a) A statement that the corporation has no members as defined in this chapter (whether or not the corporation uses the term "member" to define one or more classes of persons who are not members as defined in this chapter); (b) The names of the initial members, if any; (c) Provisions not inconsistent with law regarding: (i) Managing the business and regulating the affairs of the corporation; (ii) Defining, limiting, and regulating the powers of the corporation, its board of directors, and the members, if any; (iii) The characteristics, qualifications, rights, limitations, and obligations attaching to each or any class of members; (d) A provision permitting or making obligatory indemnification of any individual made a party to a proceeding because the individual is or was a director against liability incurred in the proceeding, subject to the limitations set forth in RCW 24.03A.630 ; (e) Provisions required if the corporation is to be exempt from taxation under federal, state, or local law; or (f) Any other provision that this chapter specifically permits to be set forth in the articles or bylaws.” Washington Legislature. Accessed 2026-10-01.
• Wash. Rev. Code § 24.03A.105 — “(1) Unless a delayed effective date is specified, the corporate existence begins on the date the articles are filed by the secretary of state.” Washington Legislature. Accessed 2026-10-01.
• Wash. Rev. Code § 24.03A.110 — “(1) Each nonprofit corporation shall designate and maintain a registered agent in this state. (2) The designation and maintenance of a nonprofit corporation's registered agent are governed by chapter 23.95 RCW.” Washington Legislature. Accessed 2026-10-01.
• Wash. Rev. Code § 24.03A.130 — “(1) Nonprofit corporations may be organized under this chapter for the purpose of engaging in any lawful activity. A nonprofit corporation may set forth a more limited purpose or purposes in its articles.” Washington Legislature. Accessed 2026-10-01.
• Wash. Rev. Code § 24.03A.085 — “The secretary of state may adopt rules in accordance with chapter 34.05 RCW setting fees for any services provided by the secretary of state under this chapter.” Washington Legislature. Accessed 2026-10-01.
• Wash. Rev. Code § 24.03A.960(2)(a)–(b) — “(2)(a) The secretary of state shall collect a charitable asset protection fee, in addition to fees that the secretary of state may set under RCW 24.03A.085 , for filing: (i) Annual reports under RCW 24.03A.070 ; (ii) Articles of incorporation of newly formed corporations under RCW 24.03A.100 ; (iii) Articles of domestication under RCW 24.03A.795 ; and (iv) Articles of domestication and conversion under RCW 24.03A.840 . (b) The charitable asset protection fee is fifty dollars per year, reduced to ten dollars if the corporation certifies that its total gross revenue in the most recent fiscal year was less than five hundred thousand dollars.” Washington Legislature. Accessed 2026-10-01.
• Wash. Rev. Code § 23.95.105(32) — “(32) "Public organic record" means the record the filing of which by the secretary of state is required to form an entity and any amendment to or restatement of that record. The term includes: (a) The articles of incorporation of a business corporation; (b) The articles of incorporation of a nonprofit corporation; (c) The certificate of limited partnership of a limited partnership; (d) The certificate of formation of a limited liability company; (e) The articles of incorporation of a general cooperative association; (f) The articles of organization of a limited cooperative association; and (g) The document under the laws of another jurisdiction that is equivalent to a document listed in this subsection.” Washington Legislature. Accessed 2026-10-01.
• Wash. Rev. Code § 23.95.200(1)–(2) — “(1) To be filed by the secretary of state pursuant to this chapter, an entity filing must be received by the secretary of state, comply with this chapter, and satisfy the following: (a) The entity filing must be required or permitted by Title 23 , 23B , 24 , or 25 RCW. (b) The entity filing must be delivered in a tangible medium unless and to the extent the secretary of state permits electronic delivery of entity filings pursuant to RCW 23.95.115 (2). (c) The words in the entity filing must be in English, and numbers must be in Arabic or Roman numerals, but the name of the entity need not be in English if written in English letters or Arabic or Roman numerals. (d) The entity filing must be executed by or on behalf of a person authorized or required under this chapter or the entity's organic law to execute the filing. (e) The entity filing must state the name and capacity, if any, of each individual who executed it, on behalf of either the individual or the person authorized or required to execute the filing, but need not contain a seal, attestation, acknowledgment, or verification. (2) When an entity filing is delivered to the secretary of state for filing, any fee required under this chapter and any fee, interest, or penalty required to be paid under this chapter or law other than this chapter must be paid in a manner permitted by the secretary of state or by that law.” Washington Legislature. Accessed 2026-10-01.
• Wash. Rev. Code § 23.95.210 — “Except as otherwise provided in this chapter and subject to RCW 23.95.220 (4), an entity filing is effective: (1) On the date of filing and at the time specified in the entity filing as its effective time; (2) Unless prohibited by the entity's organic law, at a specified delayed effective date and time, which may not be more than ninety days after the date of filing; (3) If a delayed effective date is specified, but no time is specified, at 12:01 a.m. on the date specified; or (4) If subsection (1), (2), or (3) of this section does not apply, on the date and at the time of its filing by the secretary of state as provided in RCW 23.95.225 .” Washington Legislature. Accessed 2026-10-01.
• Wash. Rev. Code § 23.95.300(1) — “(1) The name of a domestic entity and the name under which a foreign entity may register to do business in this state , must be distinguishable on the records of the secretary of state from any: (a) Name of an existing domestic entity which at the time is not administratively dissolved; (b) Name of a foreign entity registered to do business in this state under Article 5 of this chapter; (c) Name reserved under RCW 23.95.310 ; or (d) Name registered under RCW 23.95.315 .” Washington Legislature. Accessed 2026-10-01.
• Wash. Rev. Code § 23.95.305(2) — “(2) The name of a nonprofit corporation: (a) May include "club," "league," "association," "services," "committee," "fund," "society," "foundation," "guild," ". . . . . ., a nonprofit corporation," ". . . . . ., a nonprofit mutual corporation," or any name of like import; (b) Except for nonprofit corporations formed prior to January 1, 1969, must not include or end with "incorporated," "company," "corporation," "partnership," "limited partnership," or "Ltd.," or any abbreviation thereof; (c) May not be deceptively similar to the name of an existing domestic entity which is not then administratively dissolved; and (d) May only include the term "public benefit" or names of like import if the nonprofit corporation has been designated as a public benefit nonprofit corporation by the secretary of state in accordance with chapter 24.03A RCW.” Washington Legislature. Accessed 2026-10-01.
• Wash. Rev. Code § 23.95.415(1)–(2) — “(1) A registered agent filing must be executed by the represented entity and state: (a) The name of the entity's commercial registered agent; or (b) If the entity does not have a commercial registered agent: (i) The name and address of the entity's noncommercial registered agent; or (ii) The title of an office or other position with the entity, if service of process, notices, and demands are to be sent to whichever individual is holding that office or position, and the address to which process, notices, or demands are to be sent. (2) A registered agent shall not be appointed without having given prior consent in a record to the appointment. The consent shall be delivered to the secretary of state in such form as the secretary of state may prescribe. The consent shall be filed with or as a part of the record first appointing a registered agent. In the event any individual or entity has been appointed registered agent without consent, that individual or entity may deliver to the secretary of state a notarized statement attesting to that fact, and the name shall immediately be removed from the records of the secretary of state.” Washington Legislature. Accessed 2026-10-01.
• WAC 434-112-085(8)(a) — “(8) For domestic and foreign nonprofit entities under Title 24 RCW, fees and penalties are: (a) Public organic record Thirty dollars, plus the Charitable Asset Protection Account fee” Washington Legislature. Accessed 2026-10-01.
• Wash. Rev. Code § 23.95.260(2)(a) — “(2) There is no fee for: (a) A registered agent's consent to act as agent or statement of resignation; (b) Filing articles of dissolution; (c) Filing certificates of judicial dissolution; (d) Filing statements of withdrawal; and (e) Filing annual reports when submitted concurrently with the payment of annual license fees.” Washington Legislature. Accessed 2026-10-01.