Naming Requirements

The LLC’s business name must be different from all other business entity names registered or reserved with the Washington Secretary of State. This applies to entities formed in Washington, as well as those originally formed elsewhere but authorized to operate in the Evergreen State. The LLC name must contain, as the last words of the name, one of the following terms: “Limited Liability Company,” “Limited Liability Co.,” “LLC,” or “L.L.C.” It may not include the words “corporation,” “incorporated,” “limited partnership,” “LP,” “L.P.,” “Ltd.,” or any abbreviation or term that states or implies that it has been formed for some purpose not included in its certificate of formation, or that it is a part of the government. Additionally, your LLC’s name is not allowed to contain the terms “bank,” “banking,” “banker,” “trust,” or “cooperative,” any combination of the words “industrial” and “loan,” or any two of the following words: “building,” “savings,” “loan,” “home,” “association,” and “society.” The LLC’s name is allowed, however, to contain the name of a member or manager. LLC names can be reserved with the state for up to 180 days at a time for $30.

State Incorporation Timelines

The filing time is 3 weeks and the expedited time is 6 business days. 

State Filing Fees

The filing fee is $200, 

Articles of Organization and Operating Agreement

Getting your Washington State LLC up and running means that you must file a certificate of formation with the Washington Secretary of State, along with a $175 filing fee. You can get expedited processing for an additional $20 fee. The organizers of the LLC must also file a Master Business Application and get a Unified Business Identifier (UBI) number. The fee for these is $15.

The certificate of formation for the new LLC must be signed by at least one person. The document must include the LLC’s name, the address of its registered office and the name of its registered agent there, the address of the LLC’s principal place of business, a brief description of what the LLC’s business is, the LLC’s duration (either perpetual or for a specified period of time), a statement as to whether the LLC will be member-managed or manager-managed, and the name and address of everyone who signs the certificate of formation.

The certificate can also contain other items that the members desire to include (presuming they don’t conflict with state law), even if they are also included in the operating agreement.

Your LLC has achieved officially “organized” status once an original and one copy of the certificate of formation are received by the Washington Secretary of State’s office with the filing fee. The certificate of formation is effective as of the date and time filed, unless some other effective date is specified.

Almost as critical for the organization as the certificate of formation is the operating agreement. This can be amended in a way that’s specified by the agreement itself, or in a manner permitted by state law. The state doesn’t officially require your LC to have this-but it’s a critical internal document that officially documents how your LLC will operate on both a day-to-day and a strategic basis. The operating agreement should name the members, specify how much each member has invested, explain how profits will be divided, and state how much proportional “weight” each member has when issues are voted upon.

The operating agreement may also set forth meeting requirements such as the amount of required notice, what constitutes a quorum, voting rules, and so on, but it doesn’t have to. Normally, however, the operating  

agreement does list requirements for the LLC that are already listed in state law and regulations. It can also include such items as restrictions or constraints on the power of the members to adopt, amend, or repeal the operating agreement. If there is more than one member, the operating agreement must initially be approved unanimously in writing by the members.

Registered Agent

Washington LLCs are required to have a registered in-state agent who is designated to receive official administrative and legal correspondence from the state. The registered agent can be an individual Washington resident whose business office is the same as the registered office, or it can be a corporation or LLC that is authorized to do business in the state. The registered office may be (but doesn’t have to be) the LLC’s place of business; however, it cannot be just a post office box-there has to be an actual street address listed.

Ongoing Filing and Compliance

Almost as critical for the organization as the certificate of formation is the operating agreement. This can be amended in a way that’s specified by the agreement itself, or in a manner permitted by state law. The state doesn’t officially require your LC to have this-but it’s a critical internal document that officially documents how your LLC will operate on both a day-to-day and a strategic basis. The operating agreement should name the members, specify how much each member has invested, explain how profits will be divided, and state how much proportional “weight” each member has when issues are voted upon.

The operating agreement may also set forth meeting requirements such as the amount of required notice, what constitutes a quorum, voting rules, and so on, but it doesn’t have to. Normally, however, the operating agreement does list requirements for the LLC that are already listed in state law and regulations. It can also include such items as restrictions or constraints on the power of the members to adopt, amend, or repeal the operating agreement. If there is more than one member, the operating agreement must initially be approved unanimously in writing by the members.

Dissolution

  • An LLC is dissolved when any one of the following events occurs:
  • Event(s) that are specified in the certificate of formation or operating agreement
  • The required number or percentage of members specified in the operating agreement agree to dissolve the LLC
  • Event that makes it illegal for the LLC to continue
  • The last member leaves the LLC, unless the assignees vote within 90 days to admit one or more members
  • A Court order ordering dissolution

Taxes

An LLC by its nature offers some tax advantages over a corporation’s structure, including the availability of more deductions. The biggest advantage is that an LLC is not required to be a separate tax entity like a corporation. Instead, it can be a “pass-through entity” for tax purposes, so that the LLC owners report business losses or profits on their personal tax returns, in the same way that a partnership does.

Washington State does not have an income tax for individuals or corporations as such. The state does, however, apply a business and occupation tax (B&O) based on the LLC’s gross revenue.

Special Requirements

None identified 

Did this answer your question?