How to Form an LLC in Washington

Washington Secretary of State – Corporations and Charities Division
PO Box 40234
801 Capitol Way South
Olympia, WA 98504-0234

360.725.0377 telephone

Statutory Authority: Washington Limited Liability Company Act — Wa. Rev. Code § 25-15 (2012)

Washington LLC General Filing Instructions

1. Confirm availability of company name and reserve if necessary.
2. Complete the “Certificate of Formation.”
3. Prepare a Letter of Transmittal.
4. Submit the completed documents, along with a photocopy and your filing fees, to the Washington Secretary of State.
5. Complete the “Business License Application.” Submit this document to the Department of Revenue, Business Licensing Service.

Washington Certificate of Formation

The following information is legally necessary and sufficient to form a limited liability company in Washington:

1. Company name
2. Principal office address
3. Effective date
4. Tenure
5. Management structure
6. Registered agent name, address, and signature of consent
7. Name, address, signature, printed name, and phone number of each executor
8. Date

Washington LLC Fee Schedule

Name Reservation: $30.00
Certificate of Formation: $180.00
Foreign Limited Liability Company Registration: $180.00
Expedited Service: $50.00 by mail, $20.00 online
Certified Copy: $10.00 plus $20.00 charter copy fee
Business License Application: $15.00
Initial Report: $10.00
Annual Renewal: $69.00
Certificate of Dissolution: No fee

Company Name

Your company name must end with a limited liability company designator. In Washington the specific limited liability company designators are: “Limited Liability Company” “Limited Company” “L.L.C.” “LLC” “Co.”

Conduct an entity name search on the Washington Secretary of State’s website to confirm the availability of your company name.

If the name you want is available you can reserve it for 180 days by filing a “Name Reservation” and paying a name reservation fee of $30.00. NOTE: Reserving your company name is optional.

Registered Agent

The registered agent maintains a physical presence in the state to accept service of process, annual report notices, and other communications directed to the company and to forward the same to the company to which the service, notice, or communication is directed.

Washington requires that every business entity have and maintain a registered agent in the state. The registered agent may be either a Washington resident or active Washington business entity that has a Washington street address and consents to accept legal papers on your company’s behalf. Post office boxes and commercial personal mailboxes are not acceptable.

NOTE: Your company should not serve as its own registered agent. You can, however, personally serve as registered agent provided you are a Washington resident and have a Washington street address.

Optional Provisions

The state provided forms ask for and specify what is legally sufficient and necessary to form a Washington limited liability company. Nevertheless, Washington permits you to add other provisions to your Certificate of Formation as an attachment.

The most common optional provisions are the following:

☐ Management of a limited liability company by designated managers
☐ Appointment of managers by a designated member or group
☐ Indemnification of members
☐ Indemnification of managers
☐ Right to admit new members
☐ Right to continue upon dissolution of dissociation

Post Formation and Ongoing Compliance

1. Draft and adopt an operating agreement.
2. Obtain a federal employer identification number by completing IRS Form SS-4.
3. If electing alternative tax entity filing status complete IRS Form 8832.
4. Open company bank account.
5. Create and maintain company records book.
6. File an “Initial Report within 120 days of the date of formation.
7. File an “Annual Report.”
8. Renew your “Business License” annually.

Registering as a Foreign Entity

1. Complete the “Foreign Limited Liability Company Registration” form.
2. Attach a Certificate of Existence or similar import issued no more than 60 days before the date of the “Certificate of Authority.”
3. Submit the completed document, along with the $180.00 filing fee, to the Washington Secretary of State.

Dissolving a Washington LLC

1. Complete the “Certificate of Dissolution.”
2. Attach a Washington State Department of Revenue “Clearance Certificate.”
3. Submit the completed documents to the Washington Secretary of State.

How to Form an LLC in Washington
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