Forming a Nonprofit Corporation in Washington

Here are the steps to form a nonprofit corporation in Washington. You should read this page in conjunction with the general section on forming a nonprofit corporation, which has additional steps listed that are applicable to all states. You should also familiarize yourself with Title 24 of the Revised Code of Washington (abbreviated here as "Wash. Rev. Code"), and with the Washington Department of Revenue's guide: Information on Washington's Tax Structure for Non-Profit Organizations.

1. Choose a business name and check for availability

  • Your nonprofit corporation's name may not be the same as, or deceptively similar to, other corporate names on file with the Secretary of State (limited exceptions apply).
  • The name must not contain either "incorporated," "company," "limited," or their abbreviations. See Wash. Rev. Code § 24.03.045 for more information.
  • Use the Washington Secretary of State's Corporations search system to determine name availability.

2. Recruit and/or appoint directors

  • You must have at least one director for your nonprofit corporation.
  • Directors do not have to reside within the state of Washington, nor to they need to be of a certain age.

3. Incorporate your Nonprofit Organization

You should read the general section on forming a nonprofit corporation in tandem with the steps outlined here.

a. Prepare and file articles of incorporation with the Secretary of State

  • You must be eighteen to be an incorporator in the state of Washington. You must file your articles of incorporation with the Secretary of State.
  • Washington uses a simplified fill-in-the-box application for filing articles of incorporation.
  • The filing fee is $30.
b. Create the bylaws
  • There are no set criteria for the content of bylaws, but they typically set forth internal rules and procedures.
  • You are not required to file bylaws with the Secretary of State, but you must keep a copy at the nonprofit corporation's principal place of business.
c. Hold an organizational meeting
d. Create a Records Book
  • You will need a records book to store important documents concerning your nonprofit corporation.

4. Get your Employer Identification Number

Whenever you hire an employee in Washington, you must inform both the IRS and the state of Washington.

a. Federal
  • Request an Employer Identification Number ("EIN") from the IRS. This can be done via an online application.
  • The IRS details all of the necessary steps to complete, including verifying work eligibility and withholding allowances certificates, in Hiring Employees.
b. State
  • This form registers the nonprofit corporation for taxes as well.
  • The filing fee is $20.
  • Once registered, you will receive a packet from the Department of Revenue that will contain a letter with your Unified Business Identifier ("UBI") and a Business Tax Guide.

5. Register with the Secretary of State's Charities Division

  • If you plan to solicit donations from the public, you must register with the Secretary of State's Charities Division.
  • The initial registration fee is $20.
  • If you solicit more than $25,000 in a year or pay any person to conduct solicitation activities, you must renew this registration annually. The renewal fee is $10.

6. Apply for tax exemptions

Once you've incorporated as a nonprofit corporation, you can start applying for tax exemptions.

a. Federal
  • The IRS lists a series of questions to help you determine whether your organization is eligible for federal tax exemption.
b. State
  • Washington has no state income tax.
  • However, nonprofit corporations are liable for business and occupation taxes.
c. Local


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