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Washington State Taxes for Founders, Business Owners & High Earners

Illustration of everyday Washingtonians by the Seattle skyline with the Space Needle and Mount Rainier, representing who Washington's new income tax affects.

Summary

Selling a business, planning a move, or preparing for 2028? Start with the calculator and guides below to identify the Washington tax rules that matter to your decision.

Washington taxes can reach a business at several different points: earning revenue, paying employees, distributing or retaining profits, selling assets, and transferring wealth at death. The useful planning question is which tax reaches your particular income or transaction—and what can still be changed before it happens.

Updated September 8, 2026.

Find the Washington tax guide you need

Your questionStart here
Selling stock or another appreciated asset?Washington capital gains tax
Planning income for 2028 and later?Washington’s 9.9% income tax
Own an S corporation, partnership, or LLC?Taxable business income can exceed cash distributions
Holding potential QSBS?QSBS and Section 1202
Moving before a sale or a high-income year?Domicile and residency planning
Planning for family wealth or private-company stock?Washington estate tax
Operating a business in Seattle?Seattle B&O and Seattle payroll taxes
Need an initial estimate?Washington income tax calculator and other calculators

For repeal and litigation developments, use the dated Initiative 645 tracker. For coordinated planning across a sale and a move, start with the Washington Founder Exit Map.

Capital gains: classify the asset first

Washington already taxes certain long-term capital gains. Beginning with tax year 2025, the rate is 7% on the first $1 million of Washington capital gains after the applicable deductions, plus 9.9% on the amount above $1 million. The standard deduction is indexed; use the amount for the tax year of the sale.

Real estate, retirement accounts, and qualifying federally excluded QSBS gain can produce very different results from an ordinary stock sale. Do not apply a headline rate to every asset in a portfolio.

For intangible property such as stock, Washington’s allocation rule turns on domicile at sale. Tangible property has a separate location-and-residency framework. Shipping a collection and moving before a stock sale are therefore different planning exercises.

Read the capital gains tax guide and art and collector-car planning example. Primary authority: chapter 82.87 RCW.

Income tax: the 2028 planning window

ESSB 6346 establishes a 9.9% tax beginning January 1, 2028. The calculation begins with federal adjusted gross income, applies Washington modifications, and then the available deductions. Full-year individuals have a $1 million standard deduction; spouses and registered domestic partners share one.

The deduction is not a promise that everyone receiving less than $1 million in cash escapes tax. Nor does a transaction signed in 2027 necessarily place all later income outside the tax. Recognition, sourcing, residency, and the type of income determine the result.

Start with the income-tax guide. Then review installment sales, deferred compensation, and payment timing as relevant.

Business owners: profits and distributions are different numbers

An S corporation shareholder or partner can recognize taxable income even when the business retains the cash for payroll, debt, or expansion. Retention alone does not defer tax on the owner’s allocated ordinary business income.

For example, assume a full-year Washington resident has $1.5 million of allocated ordinary business income, $300,000 in distributions, no other income, and no Washington modifications or other deductions. After the $1 million deduction, the illustrative income tax is $49,500 before credits. The cash distribution is not the tax base.

Review tax-distribution provisions, available B&O credits, and the annual pass-through entity election together. An entity-level payment may provide a federal deduction benefit, but model the owner’s total tax and the treatment of owner deductions under the applicable implementation guidance.

Read the retained-profit problem, the PTE election guide, and entity choice.

QSBS, options, and restricted stock

Federally excluded Section 1202 gain generally remains outside Washington’s current capital gains tax base and the new income-tax base. Qualification must be established; a company’s description of its stock as QSBS does not settle the question.

Preserve issuance documents, holding-period records, and evidence of the company’s qualifying business activities. Start with the QSBS guide and substantiation letter discussion.

Keep ISO and NSO exercises separate. An NSO exercise generally produces ordinary compensation income on the spread. A qualifying ISO exercise generally produces no regular federal income at exercise, although it can produce an AMT adjustment. An AMT adjustment does not itself become federal adjusted gross income merely because exercise occurs after 2027. A later sale, including a disqualifying disposition, requires its own analysis.

Restricted stock raises another timing question: a valid 83(b) election can move the Section 83 income measurement from vesting to transfer. RSUs are different because no stock is transferred at grant.

Read ISO versus NSO treatment and Washington equity-compensation planning. See also IRS stock-option guidance.

Moving: domicile, days, and income source

Changing an address is one fact in a residency analysis. It does not establish that a move ended Washington taxation. Consider domicile, retained homes, days in Washington, the particular tax’s residency definition, and whether the income remains Washington-source.

A nonresident can still have Washington-source business income. The capital gains tax has asset-specific allocation rules. Estate-tax domicile is another separate question. Do not use a day-count safe harbor from one tax as a universal exemption.

Read the domicile guide, 183-day rule, and 30-day rule comparison.

Business and payroll taxes

Washington B&O: this is a tax on gross receipts, subject to classification, sourcing, deductions, and credits. An unprofitable business may owe it. Do not assume every startup belongs in Service and Other Activities: software, retail, and other activities may be treated differently. Use DOR’s classification and rate guidance.

Seattle B&O: beginning in 2026, a $2 million threshold and a separate $2 million standard deduction substantially change the calculation. Businesses can owe no city B&O while still having filing and license obligations. Read the Seattle B&O guide.

Seattle payroll taxes: JumpStart and the Social Housing tax are separate employer taxes. Coverage depends on each tax’s thresholds, definition of compensation, and allocation rules. JumpStart is not limited by a universal rule that an employee must work at least 50% in Seattle; the city provides an hours-based method as well as primarily-assigned rules. Read the payroll-tax guide and Seattle’s allocation guidance.

WA Cares: covered workers fund this program through payroll deductions. Employers have withholding and remittance duties; it should not be presented as an additional employer premium owed in every case. See WA Cares employer guidance.

Estate tax: valuable stock can create a cash problem

The date of death determines the applicable exclusion and rates. For deaths in the first half of 2026, the exclusion was $3.076 million and the top rate was 35%. For deaths in the second half of 2026, the exclusion is $3 million and rates range from 10% to 20%. Washington has no estate-tax portability between spouses.

Private stock can be valuable without being liquid. Review how the estate would fund tax, how ownership and trust arrangements fit together, and whether special business relief applies. Start with the estate-tax guide and check DOR’s date-specific tables.

Do these taxes add together?

Not mechanically. They have different taxpayers, tax bases, and credits. Under ESSB 6346, Sections 204–206 provide limited, nonrefundable credits for specified state B&O/public utility tax, Washington capital gains tax, and PTE payments. Seattle B&O is not the state B&O credit.

For long-term gains, Section 302 removes federal long-term gains and losses and then makes a specified Washington add-back for taxpayers owing chapter 82.87 tax. Section 205 provides the capital gains tax credit. Calculate both regimes rather than simply adding 7% or 9.9% to the new income-tax rate.

Read how the capital gains and income taxes interact. Keep employer payroll costs separate from an owner’s personal tax calculation.

What to do before the transaction is fixed

  1. Identify the income or asset: wages, K-1 income, option spread, stock gain, real estate, or tangible property.
  2. Map the recognition year and the relevant residency and sourcing rules.
  3. Confirm exclusions, deductions, credits, and QSBS evidence.
  4. Model the cash needed for tax and any entity distributions.
  5. Coordinate the transaction with the estate plan and company agreements.

For a coordinated review, see startup and tax counsel services or the QSBS issue-spotting review. The Washington State Tax Planning Guide provides a longer planning walkthrough.

This page provides general information, not legal or tax advice. Apply the law and published guidance for the relevant transaction and tax year.

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