To start a nonprofit in Washington, you’ll need to register your organization with the Washington Secretary of State (SOS). However, forming a nonprofit won’t automatically make it tax exempt. Organizations that qualify for 501(c)(3) status under the Internal Revenue Code can file separately for tax-exempt status with the IRS.
This guide covers everything you need to know to get your mission off the ground, including Washington nonprofit corporation requirements, costs, timelines, and more.
How to start a nonprofit in Washington at a Glance
- Form a nonprofit corporation by filing articles of incorporation with the Washington Secretary of State. This creates your legal entity but doesn’t make it tax-exempt.
- Get federal 501(c)(3) status by filing Form 1023 or Form 1023-EZ with the IRS.
- Register with the Washington Department of Revenue to sign up for state taxes. Limited Washington state tax exemptions exist for certain nonprofit organizations.
- Washington law requires at least three directors if the corporation will be a public charity (at least one director if private) and a registered agent to incorporate.
- Register with the SOS’ Charities Program before soliciting charitable contributions in Washington, unless your organization qualifies for an exemption.
- The total startup cost ranges from around $375 to $760 or more depending on whether or not you choose to utilize professional guidance. Or, it could be less if your entity doesn’t file for 501(c)(3) status.
- The full process typically takes one to six months depending on the size of your organization. The IRS 501(c)(3) application accounts for the bulk of that time.
How to start a nonprofit in Washington: Step by step
A Washington nonprofit is a type of corporation that exists to benefit the public, rather than to make a profit. You can form a nonprofit corporation in Washington by filing articles of incorporation with the Washington Secretary of State. Once your organization formally exists, set it up by registering it with state and federal agencies.
Step 1: Choose a name for your Washington nonprofit
Before you file articles of incorporation, make sure the name of your organization meets Washington state nonprofit name requirements:
- The name of a nonprofit must be noticeably different from the names of other domestic business entities registered with the SOS.
- It can’t contain the word, “incorporated," "company," "corporation," "partnership," "limited partnership," or "Ltd.," or any other related abbreviation.
- It may only include the term “public benefit” if the SOS has designated the organization as a public benefit.
You can check if a name is available by conducting a Washington entity search, which scans the SOS’ corporate database for currently registered business names. Make sure to also check the business’ active status. The names of dissolved businesses may be available again for use.
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If you’ve found a name you like but you need more time, you can reserve the name for up to 180 days. Read more in our comprehensive guide to Washington business names.
Step 2: Appoint a registered agent
A registered agent is a person or entity that you appoint to receive legal notices, lawsuits, and government correspondence on behalf of your organization. A nonprofit corporation in Washington must appoint and maintain a registered agent who meets state requirements:
- They must have a physical Washington street address, not just a P.O. box.
- They can be either an individual, an office or position within the represented organization, a separate business entity, or a commercial registered agent that’s registered with the SOS.
- They must consent to perform the role.
You can be your own agent, appoint an employee, or work with professional registered agent service. The perk of working with a professional is that they’ll stay on top of important mail and related deadlines so that you can focus on your mission.
Step 3: Appoint your initial board of directors
Directors are the individuals who govern your organization. They set policy, approve budgets, and actively oversee the organization’s operations and finances. Washington law requires at least one director to serve on the board of a nonprofit. Directors must be individuals, but don’t need to be residents of The Evergreen State.
However, if the IRS determines a nonprofit to be a public charity described in section 509(a)(1) through (4) of the internal revenue code, at least three directors must serve on its board under Washington law.
Step 4: File articles of incorporation with the Washington Secretary of State
Articles of incorporation are your Washington nonprofit formation documents. Once approved by the SOS, they become the foundation of your organization’s legal existence.
You can file articles of incorporation either online through the Corporations and Charities Filing System (CCFS) or by mail. However, filing online comes with an additional $20 processing fee on top of the $80 default filing fee. But, nonprofits whose gross revenue is under $500,000 can file a $40 fee instead.
Here’s what to include in your Washington nonprofit articles of incorporation:
- Nonprofit name
- Commercial registered agent name, or
- Registered agent email address and signature for confirmation of consent (if using a noncommercial registered agent, you’ll also need to include a Washington street address)
- Names and addresses of initial directors (at least three for 501(c)(3) status, and at least one for other nonprofits)
- Name(s) and address(s) of each incorporator (the person who officially forms the nonprofit. Incorporators must be 18 years of age or older)
- Statement on whether or not the organization is a charitable nonprofit (does it exist for a charitable purpose?)
- Business purpose
- Statement on whether the organization will have members
- Dissolution clause (what will happen to the nonprofits assets upon dissolution)
To get 501(c)(3) status in Washington, you also want to make sure to include these two provisions required by the IRS:
- Purpose clause. Your articles must state that your nonprofit is organized for one or more of the IRS’ exempt purposes.
- Dissolution clause. Your articles also need to state that it will distribute its assets for charitable purposes should the corporation dissolve.
Luckily, there are spaces designated to address these clauses in the Washington SOS’ default articles of incorporation form for nonprofits.
Step 5: File the initial report
The main purpose of this report is to inform the SOS of the nonprofit’s principal office, the nature of its business, and its governor(s). In the context of an initial or annual report, Washington uses the term “governor” to refer to any officer, director, or manager of an organization.
Nonprofit corporations in Washington will need to file an initial report within the first 120 days of forming their organization. The filing fee is generally $10; however, there’s no fee for organizations that file the initial report along with their articles of incorporation.
Step 6: Draft bylaws and hold the organizational meeting
The organizational meeting is where the board formally adopts bylaws and elects any additional officers or members. Bylaws are your organization's internal operating rules. Washington law requires the board of directors of a nonprofit to adopt bylaws.
At a minimum, your bylaws should address the following:
- Nonprofit name and purpose
- Board composition, terms, and removal procedures
- Director roles and responsibilities
- Officer titles and duties
- Meeting frequency
- Quorum requirements (the minimum number of directors who must be present for a meeting to take place or for its actions to be binding)
- Voting procedures
- Conflict of interest policy (a policy to ensure directors, officers, and key persons address any conflicts of interest, including procedures for how to navigate the conflict)
- Amendment procedures (methods for adding to or adjusting bylaws)
- Dissolution procedures (rules on how to dissolve the nonprofit, including a clause on distributing assets for charitable purposes)
You can write your bylaws on your own, but due to the extra scrutiny on nonprofits, it might be wise to work with a business attorney or use an online legal service to help ensure your bylaws cover all the important points. Your bylaws will often act as a supporting document when registering with state and federal agencies, so it's important to create a comprehensive document that adds credibility to your mission.
Step 7: Get an employer identification number
A federal employer identification number (FEIN or EIN) is a nine-digit ID that the IRS assigns businesses to identify them for tax purposes. You’ll need an EIN to file for tax-exempt status, hire employees, and apply for grants. Some banks may also require an EIN to open a bank account.
It’s completely free to obtain an EIN through the IRS website. You can also use LegalZoom’s EIN filing service if you want this task off your plate.
Keep in mind, an EIN doesn’t make your organization tax-exempt. It's an identification number that the IRS, banks, and other agencies use to identify your organization.
Step 8: Apply for 501(c)(3) federal tax-exempt status
At this stage, nonprofits that wish to apply for tax-exempt status with the IRS should start their application. While there are several types of classifications for tax-exempt organizations, tax exemption under Section 501(c)(3) is a common qualification for nonprofits. It can make donations tax-deductible and exempts your organization from federal income tax.
The IRS grants 501(c)(3) status through one of two main forms.
Form 1023 is the more complex application.
- Who qualifies: Larger exempt organizations that don’t qualify for the simpler 1023-EZ form.
- Filling fee: $600.
- How to file: Submit the completed form online through www.pay.gov.
- Processing time: Processing times vary. The IRS publishes current processing information, so applicants can check the IRS website for more precise estimates. It generally takes around four to six months.
- Other requirements: You will need to attach your articles of incorporation for a nonprofit corporation and bylaws.
Form 1023-EZ is a simplified version of the 1023 for smaller organizations.
- Who qualifies: Organizations that meet the IRS eligibility requirements, which include projected annual gross receipts of $50,000 or less and total assets of $250,000 or less.
- Filling fee: $275.
- How to file: Submit the completed form online through www.pay.gov.
- Processing time: Processing times vary. The IRS publishes current processing information, so applicants may check the IRS website for estimates. It generally takes about a month.
- Other requirements: You will need to attach your articles of incorporation for a nonprofit corporation.
After the IRS reviews your application, you’ll receive a determination letter approving your status, a request for additional information, or a rejection letter. If you’d like help filing Form 1023-EZ, LegalZoom’s 501(c)(3) application service can guide you through the process.
Step 9: Register with the Washington State Department of Revenue
Whether or not your organization qualifies for federal tax exemption under Section 501(c)(3), Washington nonprofits are generally taxed like businesses. Washington state doesn’t impose a state corporate income tax, but there are other taxes that nonprofits should be aware of.
Nonprofit organizations should register with the Washington State Department of Revenue for the following taxes:
- Business and occupation (B&O) tax. Washington's B&O tax is a gross receipts tax calculated based on your organization’s gross, not on net, income. There’s no blanket exemption for nonprofits.
- Sales tax. Again, Washington nonprofits generally need to pay and remit retail sales tax on goods and services purchased as a customer or sold as a business. This includes sales tax on supplies, furniture, equipment, and lodging.
- Use tax. Washington imposes a use tax when the seller doesn’t collect sales tax at the time of sale. Similar to sales tax, nonprofits must pay use tax on goods and services purchased as a customer, such as for supplies, furniture, and equipment.
That said, limited exemptions do exist for the following:
- Fundraising activities. Washington Code provides both a B&O tax exemption and a comparable retail sales tax exemption to qualifying nonprofits on amounts received from certain fundraising activities.
- Donations. The DOR doesn’t levy B&O, sales, or use taxes on cash donations, donated goods, and donated services under certain conditions. For example, the nonprofit must use the received goods for the purpose they were donated for. Similarly, the donor can’t receive any significant goods or services in exchange for the cash donation.
The DOR has a helpful page on Washington nonprofit taxes that you can refer to for a deeper understanding of your obligations and exemptions.
Note. Nonprofit organizations that only conduct fundraising activities or whose gross income is less than $12,000 per year don’t need to register with the DOR.
Step 10: Register with the Charities Program
If your Washington nonprofit plans to seek donations from the public for charitable purposes, it must register with the Washington Secretary of State's Charities Program before soliciting funds. While you’ve already registered your organization once with the SOS, this registration is separate from your articles of incorporation.
- Who needs to register: Any charitable organization that solicits donations from Washington residents, including online fundraising.
- Who is exempt: Organizations that raise less than $50,000 and don’t pay anyone to act on behalf of the nonprofit. Churches and their integrated auxiliaries (such as seminaries or youth groups) and political organizations are also exempt.
- How to register: File online through the Corporations and Charities Filing System.
- Filing fee: The initial registration fee is $60.
- Annual renewal: Registered charities must renew each year by the last day of the 11th month after the end of your accounting year. The fee is $40.
How much does it cost to start a nonprofit in Washington?
While the full cost of starting a nonprofit in Washington will vary based on the needs, location, and size of your organization, these are some of the basic costs that you should be aware of.
- Articles of incorporation: $80 by default, $40 if your initial gross revenue is under $500,000 (plus an $20 online processing fee)
- Name reservation (optional): $20
- EIN: Free or for a fee using a service like LegalZoom
- Form 1023: $600
- Form 1023-EZ: $275
- Charities Program registration: $60
Therefore, the total basic initial cost to start a nonprofit in Washington state ranges from around $375 to $760. Professional assistance would increase these numbers, but is often worth it for the peace of mind and accuracy.
Ongoing compliance for Washington nonprofits
Once your nonprofit is off the ground, it's important to stay compliant with federal and state laws so that you can keep making a difference.
Federal Form 990 filing requirements
Most Section 501(c)(3) public charities need to file annual reports with the IRS. Which form you file depends on your organization's size.
- Form 990-N (e-Postcard): Public charities with gross receipts normally under $50,000.
- Form 990-EZ: Public charities with gross receipts under $200,000 and total assets under $500,000.
- Form 990 (full): Public charities with gross receipts of $200,000 or more, or total assets of $500,000 or more.
The deadline for all three is the 15th day of the 5th month after your fiscal year ends (May 15 for a December 31 year-end). If you still haven’t received your determination letter from the IRS by this time, file Form 990 anyway.
Washington annual report
Washington nonprofit corporations must file an annual report with the Secretary of State once a year. The main purpose of this report is to update the state on your organization’s basic information, such as registered agent and governor details.
- When to file: By the end of the nonprofit’s anniversary month. This is the month that the nonprofit originally formed with the SOS.
- Where to file: File online through the Corporations and Charities Filing System.
- What you’ll need: A copy of your organization’s most recent 990 form, if you file 990s with the IRS.
- Filling fee: $60 by default, $20 if your gross revenue in the most recent fiscal year was less than $500,000.
Washington doesn’t assess a late fee for filing past the due date, but the state will administratively dissolve the organization if it still hasn’t filed the report 120 days after it’s due. LegalZoom's annual report service can help you track deadlines and file accurately across all required state filings.
How to start a nonprofit in Washington with LegalZoom
LegalZoom makes it easy for mission-driven founders to establish their charitable organization and secure tax-exempt status. We are a one-stop shop for nonprofit formation and compliance, from filing articles of incorporation with the Washington Secretary of State, to handling your Form 1023-EZ 501(c)(3) tax-exempt status application with the IRS and managing your ongoing compliance requirements.
We stand behind our work with a 100% accurate filing guarantee. Our technology, combined with our decades of experience, ensures your nonprofit is formed accurately and in compliance with Washington state and federal regulations.
FAQs about starting a nonprofit in Washington state
Can I pay myself if I start a nonprofit in Washington?
Yes. Nonprofit founders and executives can receive reasonable compensation for their services. However, the IRS does prohibit compensation that’s excessive or structured to benefit insiders at the expense of the mission.
How long does it take to start a nonprofit in Washington?
It’s wise to plan for six to 12 months from your first filing to full recognition. Here’s a breakdown of some of the timelines:
- Articles of incorporation: Generally, 5–7 business days, though mail-in submissions may take longer
- EIN application: Typically same day
- Form 1023-EZ: Generally around one month
- Form 1023: 3–12 months, but typically around six
- Charities Program registration: Generally, 5–7 business days
What is the 33% rule for nonprofits?
The 33% rule is an IRS public support test. It requires a public charity, for the most part, to receive at least one-third (33.3%) of its total support from public sources, rather than from a small number of private donors. Public sources include government grants and individual donations.
Can a Washington nonprofit apply for grants before receiving 501(c)(3) status?
Most government and private foundation grants require 501(c)(3) status before disbursing funds. However, a Washington nonprofit corporation still awaiting IRS approval may be able to receive grants through a fiscal sponsorship arrangement with an existing 501(c)(3) organization in the meantime.
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