Washington Nonprofit Incorporation Guide

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Quick Facts

A

Pre-Filing Checklist

1. 1.
   Name check & restrictions: Search the CCFS Business Search to confirm your name is distinguishable. For nonprofit corporations, the name must not include "Corporation," "Incorporated," "Company," "Limited," or abbreviations "Corp.," "Inc.," "Co.," "Ltd." You may use words like association, foundation, society, guild, club, or "a nonprofit corporation." Optional name reservation available ($20).
2. 2.
   Directors: Washington allows boards as small as one director. If you intend to be a public benefit nonprofit corporation (typical for 501(c)(3) public charities), plan for at least three directors.
3. 3.
   Registered agent: Required at formation. Must have a physical street address in Washington (no P.O. boxes) and obtain their signed consent. You may use commercial or noncommercial registered agents. Changes later can be filed online at no state fee.
4. 4.
   Bylaws preparation: Draft bylaws addressing director elections, meetings (notice/quorum), officer roles, membership (if any), conflicts of interest, and asset distribution on dissolution (directing assets to another 501(c)(3)).
5. 5.
   Purpose + IRS clauses plan: Draft a clear Washington-compliant purpose and plan to include IRS-required 501(c)(3) clauses (organizational test, limitations/no inurement, dissolution) in your Articles.

B

Prepare the Articles of Incorporation

File online through CCFS or submit the Articles of Incorporation – Nonprofit 24.03A form. Include:

1. 1.
   Name: Must be distinguishable and follow nonprofit naming restrictions (no "Corporation," "Inc.," "Co.," "Ltd.").
2. 2.
   Registered Agent & consent: Name and Washington street address (P.O. boxes not allowed) plus signed consent.
3. 3.
   Members statement: State whether you have members or not.
4. 4.
   Purpose statement: 501(c)(3) compliant charitable/educational/religious purpose.
5. 5.
   Initial directors: List initial directors and their information.
6. 6.
   Dissolution clause: Suitable for IRS 501(c)(3) recognition (assets to another 501(c)(3)).
7. 7.
   Revenue certification (optional): If you voluntarily certify your (initial) gross revenue is under $500,000, you qualify for the reduced filing fee ($40 vs $80).
8. 8.
   IRS-required provisions (strongly recommended for 501(c)(3) recognition):

   • • Organizational test (exclusively for charitable/educational/religious/scientific purposes within §501(c)(3))
   • • Limitations: no private inurement; no political campaign activity; limited lobbying
   • • Dissolution clause dedicating assets to another §501(c)(3) or government for public purposes

C

File the Articles

1. 1.
   File online through CCFS: File directly through CCFS (fastest) or submit the current Articles of Incorporation – Nonprofit 24.03A form by mail.
2. 2.
   Filing fees: $40 (with gross-revenue certification under $500k) or $80 (default), plus $20 online processing fee. Optional expedited processing: +$100.
3. 3.
   Processing time: Standard ~5 business days; expedited ~3 business days. You'll receive a UBI automatically upon successful filing.
4. 4.
   Output: Save your filed Articles and UBI confirmation for your records, banking, and IRS filing.

D

Post-Filing Tasks

1. 1.
   EIN: Apply with the IRS (Form SS-4).
2. 2.
   Organizational meeting: Adopt bylaws; appoint directors/officers; conflict-of-interest and other policies; fiscal year; banking resolutions.
3. 3.
   Public Benefit designation (optional): If you're operating as a public charity, file the Application for Status as a Public Benefit ($20). The designation renews each year with the Annual Report.
4. 4.
   UBI & Business License: You receive a UBI automatically upon filing. If you will have employees, sell taxable goods/services, or need city endorsements, complete the Business License Application via the Business Licensing Service (BLS).
5. 5.
   Charitable registration: Before soliciting contributions in WA, file Charitable Organization Registration online via the Charities Program unless exempt ($60 initial, $40 annual renewal). Follow disclosure requirements on every solicitation.
6. 6.
   State taxes: Washington nonprofits are not automatically tax-exempt for state taxes. Many organizations must register with DOR and may owe B&O on business activities and collect/remit sales tax on retail sales.
7. 7.
   Local licenses & banking: Add city endorsements via BLS if needed; open a bank account with EIN + filed Articles + bylaws.

Resources & Forms

• CCFS Online Filing: Washington Corporations & Charities Filing System (CCFS)
• Forms & Instructions: Download Forms & Online Filing Instructions
• Name Search & Reservation: CCFS Business Search & Name Reservation ($20)
• Business Licensing Service: UBI & Washington Business License (BLS)
• Charitable Registration: Charities Program ($60 initial, $40 renewal)
• Nonprofit Tax Guide: DOR Nonprofit Organizations (B&O / Sales & Use)

Notes & Best Practices

• Include IRS clauses in your Articles to streamline 501(c)(3) approval—essential for tax-exempt status
• Certify initial gross revenue under $500,000 to qualify for reduced filing fee ($40 vs $80)
• Consider Public Benefit designation if operating as a public charity—can be renewed annually with your report
• Registered agent changes are free in Washington—no state fee for updates
• Nonprofit names cannot use "Corporation," "Inc.," "Co.," or "Ltd."—this is strictly enforced
• Washington nonprofits are not automatically tax-exempt for state taxes—register with DOR as needed