Start a Domestic (WA) Nonprofit Professional Service Corporation Online

Articles of Incorporation of a Nonprofit Professional Service Corporation: Online Instructions

Purpose: Articles of Incorporation are used to create a new business entity that has not previously been registered with the Office of the Secretary of State; or is beyond its five (5) year reinstatement period.

Filing Fee: The filing fee is as follows

• $80 - Default fee, in addition to an online processing fee.
• $40 - Reduced fee certification required, in addition to an online processing fee.
  • To qualify for reduced fee, the business must provide a voluntary certification of its gross revenue being less than $500,000 in the most recent fiscal year.

Expedited Service: You may add expedited priority for an additional $100 at checkout, which is generally processed within three working days.

Select each section dropdown below for instruction and important information.

Unified Business Identifier (UBI)

If the business has previously registered with a Washington state agency (e.g., Department of Revenue, Labor & Industries, or Employment Security), it may already have a 9-digit UBI number.

• Select “Yes” to enter an existing UBI (do not use a UBI from a Sole Proprietorship or General Partnership).
• If the business does not have a UBI, select “No” to continue. A UBI will be assigned upon successful filing.

Business Name

Select "Yes" or "No" based on your determination to the question "Does this Professional Service or Corporation provide Dental Services?"

• If selected, the Name of a Nonprofit Professional Service Corporation organized to render dental services must contain the full names or surnames of all Directors and/or Incorporators and no other word than "chartered" or the words "Nonprofit Professional Services", "Nonprofit Professional Corporation" or the abbreviation "NP PS" or "NP PC". The abbreviations can have periods between them.

If you have a reserved name and a Name Reservation Number, select “Yes,” enter the number, and click “Get Name.” The reserved name will populate automatically. Then, select the appropriate business entity designation.

If you don’t have a reservation, enter a proposed business name and click “Look Up” to check availability.

• If the name is not available, enter a different one.
• If the name is available, you may proceed to the next step.

Note: Name availability is subject to final review by the Secretary of State. The system does not account for pending submissions.

In accordance with RCW 23.95.305, a Nonprofit Corporation must not include or end with any of the following designations or abbreviations of: incorporated, company, cooperative, partnership, limited, limited partnership, or limited liability partnership.

The name of a Washington Nonprofit Professional Service Corporation must contain the words "Nonprofit Professional Service(s), "Nonprofit Professional Corporation" or the abbreviation "NP PS" or "NP PC". The abbreviations can have periods between them.

The name may use club, league, association, services, committee, fund, society, foundation, guild, a nonprofit corporation, a nonprofit mutual corporation, or any name of like import. 

A Nonprofit Corporation name must be distinguishable upon the records of the Secretary of State from any other business already registered with the Secretary of State’s office.

Nonprofit Gross Revenue Certification

This reference section reflects the answer you provided in the previous screen.

• to edit this answer, select "Back" at the bottom left of the screen.

Registered Agent Consent

Select the appropriate statement regarding your business' Registered Agent.

• This section defaults to "I am not the Registered Agent..." review the statement associated with this selection and confirm before proceeding.
• Select "I am the Registered Agent..." to allow the system to use your contact information.

Registered Agent

All businesses must designate a Registered Agent in Washington State, as required by RCW 23.95.415. The agent must consent to serve, and by selecting a consent option, the submitter affirms the listed statements.

Select Agent Type

Choose either a Commercial or Noncommercial Registered Agent.

Commercial Registered Agent: A business or individual registered with the Secretary of State to receive legal documents on behalf of entities.

• Use the search tool, select the agent from the results, and click “Select Agent.”

Noncommercial Registered Agent: A business or individual who agrees to receive legal documents but is not registered as a commercial agent.

• Click “Add New Agent” (even if search results appear) to ensure accurate entry.
• Enter and confirm the agent’s email address 
• Provide a physical street address in Washington State (no PO Boxes or PMBs) and mailing address (optional).
• Phone number (optional).

Articles of Incorporation

If the business entity has a drafted Articles of Incorporation, select “Yes” and upload the document. The Secretary of State does not record operating agreements or other internal governance documents. The uploaded articles will not be file-stamped but will be included as an attachment to the system-generated PDF.

If uploaded documents conflict with the information entered in the online form, this filing will be sent back for corrections or clarification. This is a very common rejection for online submissions.

Charitable Nonprofit Corporation

Select "Yes" or "No" based on your determination to the question "Is the Nonprofit Corporation a Charitable Nonprofit..."

The Secretary of State is unable to assist in determining if your business is a Charitable Nonprofit. Please consult a legal professional or refer to RCW 24.03A.010(5).

Purpose of Corporation

Indicate the purpose for which the Nonprofit is being organized.

• The IRS provides suggested language for Corporations that intend to obtain a tax-exempt status. Visit their suggested language per Publication 557 page for more information.

Any Other Provisions

Use this section to list any additional provisions for the business.

• The IRS provides suggested language for Corporations that intend to obtain a tax-exempt status. Visit their suggested language per Publication 557 page for more information.
• If the content exceeds 500 characters, enter “see attached” and upload a document with the full details.

Duration

If no option is selected, the business will default to a perpetual duration, meaning it will continue until it is voluntarily or administratively dissolved.

Only one option may be selected:

• Perpetual (ongoing),
  or a 
• Specific date or number of years (after which the business will be administratively dissolved as recorded).

Effective Date

Choose when the filing should take effect:

• Date of Filing: The filing becomes effective on the date it is processed by our office.
  or a
• Future Date: You may select a future effective date, up to 90 days from the filing date.

Members

Select "Yes" or "No" based on your determination to the question "Does the Nonprofit Corporation have members?"

The Secretary of State is unable to assist in determining if your business is a Charitable Nonprofit. Please consult a legal professional or refer to RCW 24.03A.010(45).

Initial Board of Directors

Directors constituted as initial board of directors, are the person(s)/entity who are to serve as the initial directors.

Enter the name and address of each Initial Director, then click “Add Director.” Incorporators are the individual(s) who are incorporating the corporation and signing the Articles of Incorporation.

Do not include individual names in the business entity name. To add more Executors, repeat the process and click “Add Director” after each entry.

• All added Directors will appear in the list below the entry fields.

Incorporator

Enter the name and address of each Incorporator(s), then click “Add Incorporator.” Incorporators are the individual(s) who are incorporating the corporation and signing the Articles of Incorporation.

• Do not include individual names in the business entity name.
• To add more Executors, repeat the process and click “Add Incorporator” after each entry.
  • All added Incorporators will appear in the list below the entry fields.

Incorporator Signature - Attestation

Select the checkbox next to "By adding each Incorporator, the business attests that the incorporator signature(s) have been obtained." to attest to this required statement.

Attestation of Stated Profession

Select the checkbox next to "Each Incorporator listed is licensed or legally authorized to provide the professional services listed as the purpose for this corporation." to attest to this required statement.

• If you have selected a Nonprofit Professional Service Corporation in error, you may exit this filing and start over.

RCW Election

Select the checkbox next to "The Nonprofit Professional Service Corporation elects to have RCW 18.100 applied." to acknowledge this required statement.

• If you have selected a Nonprofit Professional Service Corporation in error, you may exit this filing and start over.

The Secretary of State is unable to assist in determining if your business is a Nonprofit Professional Service Corporation. Please consult a legal professional or refer to RCW 18.100.

Distribution of Assets

In the event of a voluntary dissolution, a plan for distribution of any assets remaining after payment or arrangement for payment of all liabilities must be in place.

• The IRS provides suggested language for Corporations that intend to obtain a tax-exempt status. Visit their suggested language per Publication 557 page for more information.
• Do not attach or refer to the bylaws.

Even if you are starting without any assets, this is a future plan for distribution of assets at the time of voluntary dissolution. This section is commonly rejected for "N/A", or "no assets" or a list of assets.

Refer to RCW 24.03A.906

Return Address for this Filing

If entered, confirmation for this filing will be sent to this address in addition to the Registered Agent’s address.

Upload additional documents

Use this section to upload any required supporting documents.

Use this section to include a completed Initial Report to record additional information on public record including governors and their nature of business. Visit our Download Forms - Initial Report Section for a link to the form and instructions.

Do not upload meeting minutes, ownership details, operating agreements, bylaws, or other internal governance documents, these uploads will be removed before the filing is completed.

Authorized Person

Provide the first and last name of the authorized person submitting the filing. Then select the checkbox next to “This document is hereby executed under penalty of law and is to the best of my knowledge, true and correct.”