Start a Domestic (WA) Business

Determination & Registration

Follow the below steps to confirm you have reviewed all steps before registering with the Secretary of State.

Why can't the Secretary of State help with this step?

A business is a legal entity that can own property, hold bank accounts, and must pay taxes.

Each business structure, such as sole proprietorship, LLC, or corporation has its own pros and cons. The best choice depends on your goals, ownership plans, liability concerns, and tax obligations.

We recommend consulting legal, tax, or business advisors or reviewing our links to resources.

Key factors to consider:

• Number and type of owners (individuals vs. entities)

• Liability protection

• Federal tax treatment

• IRS registration and filing requirements

• Administration and operations management

Links to Resources

Find advisors for legal, tax, and business. SCORE is a mentorship program that hosts workshops and has resources available to businesses. Visit SCORE's website for more information.
 

The Small Business Liaison Team (business.wa.gov) provides many tools and resources including the Small Business Guide.

Our Start or Register a Business page has individual links to topics covered in this resource.

Corporation (Corp)

Corporations, RCW 23B: are a business entity that also has limited liability like LLCs but have additional requirements when registering as well as for their internal governance. As with LLCs, corporations have limited legal liability. To form a corporation, you must file with the Washington Secretary of State and create a governance document known as "bylaws". This internal governance document defines how key business decisions are made and designates duties, powers, and responsibilities of officers and shareholders (aka owners or stockholders). Even if your state does not mandate a set of bylaws, it is highly recommended that you create one to protect yourself and your business. Additional requirements and responsibilities for Corporations are issuing stock certificates, holding annual meetings which have documentation requirements, electing directors, etc. Working owners of corporations are employees and must have federal payroll taxes withheld and reported the same as other employees. Corporations file federal corporate tax returns with the IRS. If qualified and applied for on a timely basis, corporations may choose pass-through taxation (“S-Corporation”).

Limited Liability Company (LLC)

Limited Liability Companies (LLCs), RCW 25.15: are the most common business structure amongst small businesses. LLCs have fewer governance requirements than corporations but similar to corporations have limited legal liability. Creating an LLC requires filing with the Washington Secretary of State. In addition, LLCs must create an Operating Agreement, which is a governance document establishing the rules and operations of the LLC. For federal taxes, LLCs are typically treated like sole proprietorships if there is one owner, or like partnerships if there is more than one owner. However, by filing an entity classification election form with the IRS, LLCs can be treated like corporations for federal tax purposes. NOTE: this document is not recorded by the Secretary of State. See the US Small Business Administration for an overview of what is included in an Operating Agreement. You can also contact your local library to provide some examples of a blank operating agreement at no cost.

Limited Partnership (LP)

Limited Partnerships (LPs), RCW 25.10: are composed of one or more general partners and one or more limited partners. Creating an LP requires filing with the Washington Secretary of State (similar to LLCs and corporations). The general partners manage the entity and share fully in its profits and losses. To protect themselves from liability, general partners are often corporations or LLCs rather than individuals. Limited partners share in the profits of the business, but their losses are limited to the extent of their investment. Limited partners are usually not involved in the day-to-day operations of the entity. Obtain legal advice before choosing an LP structure for your business.

Limited Liability Partnership (LLP)

Limited Liability Partnerships (LLPs), RCW 25.05: are like a General Partnership except that normally a partner does not have personal liability for the negligence of another partner. This business structure is used most often by professionals such as accountants and lawyers.

Nonprofit Corporation (Not-for-Profit)

Nonprofit Corporations, RCW 24.03A: are a type of corporation that is created to accomplish a public benefit. A nonprofit does not have owners other than the community at large and has no shareholders. The organization cannot be set up for the purpose of generating an income or profit for the organizers. If your nonprofit organization is currently or plans to fundraise from the public, it may also be required to register with the OSOS Charities Program.

Nonprofit Miscellaneous & Mutual Corporation

Nonprofit Miscellaneous & Mutual Corporations, RCW 24.06: are a nonprofit organization that serves the mutual benefit of its members and is established under the Nonprofit Miscellaneous and Mutual Corporation Act. This structure differs from public-benefit and religious corporations as it is not formed to benefit the general public. It includes organizations such as homeowners' associations, condominium associations, cooperative organizations, labor unions, banks and insurance organizations, social clubs, and service organizations.

General Partnership

A General Partnership is two or more people (usually not a married couple) that operate as co-owners, sharing profits, losses, and responsibilities. For federal tax information, contact the IRS.

The Secretary of State does not file origination documents for this business structures. Contact the Department of Revenue for questions on how to register. The Secretary of State is also unable to pick up UBI numbers associated with a General Partnership.

Sole Proprietorship

A Sole Proprietorship is a business with a sole owner (single person or married couple) in which the owner(s) may be personally liable for business debts, claims against the business, and federal taxes.

The Secretary of State does not file origination documents for this business structures. Contact the Department of Revenue for questions on how to register. The Secretary of State is also unable to pick up UBI numbers associated with a Sole Proprietorship.

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If you have completed the steps above and are ready to register, select your business entity type below.

Steps after OSOS Registration

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