Everything You Need to Know About Washington LLCs:
Washington LLC Formation Options
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How to Start an LLC in Washington
To start an LLC in Washington, you’ll need to do three things: appoint a registered agent, choose a name for your business, and file Certificate of Formation with the Washington Secretary of State, Corporations & Charities Division. You can file the document online, by mail or in person. The certificate costs $180 ($200 online) to file. Once filed with the state, this document formally creates your Washington LLC.
According to WA Rev Code § 25.15.021 (2019), every Washington LLC must appoint a registered agent. You don’t need to hire a registered agent, but if you do, make sure your registered agent will list their address on your filings wherever possible to ensure maximum privacy.
If you’re starting a new business, you probably already know what you want to name your LLC. But you’ll need to know if your preferred name is available. To find out, visit https://www.sos.wa.gov/corps/corps_search.aspx and search until you find the perfect name for your LLC.
Once you know who your registered agent will be and what your LLC name is, you’re ready to file your Washington Certificate of Formation. Follow along with our filing instructions below:
Filing the Washington LLC Certificate of Formation
Learn more about each Certificate of Formation requirement below. Note that the information you provide becomes part of the public record—permanently.
Or skip the form entirely and hire us to form your Washington LLC. We provide a free business address to list whenever possible throughout the filing to better keep your personal address private.
1. UBI Number
The form asks if you have a Unified Business Identifier for your LLC yet. Odds are, you don’t. Typically, you receive your UBI from the state upon formation of your LLC. Even if you’ve operated previously, you likely did so as a sole proprietorship or general partnership, and you can’t enter the UBI for those forms of business here.
2. Entity Name
Your name must include “Limited Liability Company” or an abbreviation like “LLC.” There are also a fair number of words (or combinations of words) you can’t use in your name. For example, words like “bank,” “cooperative,” or “trust” are off the table, as are word combos like “industrial” and “loan.” You’re not required to a reserve a name ahead of time, but if you did, you can enter your name reservation number and name.
3. Period of Duration
If you select “perpetual duration,” it means your LLC will continue existence indefinitely. If you’d prefer your LLC to end on a certain date or after a certain time, you can tick the appropriate box and enter your end date or time period.
4. Effective Date
When do you want your business to start? Most LLCs choose “date of filing.” If you’d prefer to push back your start date a bit (maybe the next tax period is right around the corner), you can list an effective date up to 90 days in the future.
5. Registered Agent
For your Washington registered agent, you can choose a commercial agent (like Northwest), or a noncommercial agent. Commercial agents are registered with the state as agents. Noncommercial agents can be individuals (like yourself), entities (like another business), or a position like “manager” (if whoever is manager will always be the registered agent). If you select a noncommercial agent, you’ll have to provide an address, phone number and email. Rather not put all this info on this public document? Hire a commercial registered agent like us.
6. Principal Office
This street address is your Washington LLC’s official address. Hire Northwest as your registered agent and you can use our Washington address as your principal office address.
7. Return Address
This section is optional. Filing information will automatically be returned to your registered agent, but if you want a copy sent elsewhere as well, you can provide an address here. Just note that the information in your Certificate of Formation is public.
8. Washington LLC Executor
Your executor is just the person who signs and submits your Certificate of Formation. Executors don’t have to be members or managers, but they do have to include their name, address and phone number. (Online, you’ll also be asked for the name of an “authorized person” at the end of your filing—this is typically the same person as your executor.) Prefer not to include all this personal contact information on a public document? We’ll be your executor when you hire Northwest.
If filing online, you’re required to list the name of at least one governor. A “governor” is someone with decision-making authority for your LLC, such as a manager (or member if the LLC has no managers).
10. Nature of Business
In online filings, you can select your primary business activity from a drop-down menu. Tip: Many LLCs keep it simple and just choose “any lawful purpose” from the choices.
Why Have a Registered Agent Form Your Washington LLC?
Professionals in Washington hire registered agent services like Northwest Registered Agent to start an LLC—but why?
Standard filing companies don’t have employees or offices in every state. But as a national registered agent, it’s a requirement for us, which is a benefit for our clients. We own our own building in Spokane, WA. We’re on a first name basis with the people who work in the Corporations & Charities Division. We know all the fastest filing methods, which translates to fast, professional service—without extra fees.
As your registered agent, we list our Spokane registered office address on your LLC’s formation documents. Why? If you’re starting a business from your apartment in Tacoma, do you really want your apartment address as your business address? (Hint: the answer is no.) We’ll list our address, so you don’t have to list yours. Plus, we never sell your data. We don’t list your personal information on filings if we don’t have to. It’s all standard and part of our commitment to Privacy by Default®.
Free Mail Forwarding and Business Address
We already accept your legal mail—so why not take it a step further? In every state, we include limited digital mail forwarding for your regular mail too (10 pieces of regular mail a year; $15 a doc after that). Plus, you can list our address as your business address. That means you can have all business mail routed through our office. With both mail forwarding and a business address included, you get a level of security unmatched in the formation industry.
We know the in’s and out’s of each state—and we use this knowledge to help you when you need it most. Our team of Corporate Guides® has over 200 local business experts. You can call or email us for answers to all your questions about your LLC in Washington. Our Corporate Guides are dedicated solely to helping you with your business—not selling you services or meeting quotas.
What Do I Do After My Washington LLC Is Formed?
After your Washington Certificate of Formation is approved, you still have a few more important steps to take, including getting an EIN, drafting an operating agreement, opening a bank account, funding the LLC and learning about state reporting and tax requirements.
Get an EIN
An EIN (“Employer Identification Number”) is a federal tax ID assigned to your business by the IRS. The IRS uses your EIN to easily identify your business on tax filings.
Does a Washington LLC need an EIN?
Yes—you’ll need your federal tax ID to submit your Washington Business License application. You’ll also need your EIN for a variety of other reasons—if you have employees, want to be taxed as a corporation, or have to file certain federal excise returns. Nine times out of ten you’ll need an EIN just to open a business bank account.
How do I get an EIN for my LLC?
You can apply for an EIN directly from the IRS at no cost. Most businesses are able to apply online, but if you don’t have a social security number, you’ll need to apply with a paper form. Want one less thing to do? Add on EIN service when you hire us, and we’ll get your EIN for you. Or choose our VIP service—an EIN is included.
Write an LLC Operating Agreement
Operating agreements put into writing how your business actually operates—how much each member invested, how profits and losses will be allocated, how voting works, and what happens if there’s a dispute or if the whole business (knock on wood) falls apart.
Do I need an operating agreement for a Washington LLC?
Washington doesn’t legally require a written operating agreement. According to WA Rev Code § 25.15.006 (2019), agreements can be oral or implied. However, it’s always a good idea to put essential policies and procedures in writing. An operating agreement isn’t just annoying paperwork. It’s one of your LLC’s most important internal documents, and creating one can help your LLC with everything from opening a bank account to handling major events from mergers to dissolution.
What should be in an operating agreement?
An operating agreement should explain how the business will handle “big picture” situations—everything from allocating profits and losses to dissolving the business. Below is a list of common topics that operating agreements should cover.
Profits, losses, and distributions
Voting rights, decision-making powers, and management
Transfer of membership interest
Dissolving the business
Your operating agreement can cover pretty much anything as long as it isn’t contrary to Washington law. Topics not allowed to be changed in the operating agreement are listed in WA Rev Code § 25.15.018 (2019), which forbids actions such varying the LLC’s power to sue, be sued or defend in its own name.
How do I write an operating agreement?
To write an operating agreement, you need to address how your business will handle money, members, votes, management, and more. Not sure how to get started? At Northwest, we’re here to help your LLC get off on the right foot. When you hire us, we provide your business with a free LLC operating agreement, specific to your management style. We’ve spent years developing these agreements and other free LLC forms—which have been used by over a million LLCs.
Open an LLC Bank Account
Your LLC needs its own bank account. Why? An LLC gets its limited liability from being a distinct entity, separate from its members. If you mix personal and business finances, you could lose your liability protections.
How do I open a bank account for my Washington LLC?
To open a bank account for your Washington LLC, you will need to bring the following with you to the bank:
A copy of the Washington LLC Certificate of Formation
The LLC operating agreement
The LLC’s EIN
If there are multiple members in the LLC, you may also want to bring an LLC resolution to open a bank account that states that the person going to the bank is authorized by the members to open the account in the name of the LLC. Northwest can help with this as well—LLC bank resolutions are one of the many free legal forms we provide to ensure you can get your LLC started fast.
Fund the LLC
Time to put some money in that new LLC bank account. What money? For starters, your initial contributions to your LLC’s capital. LLC members are owners, and each owner needs to pay for their membership interest to fund the LLC.
What is membership interest?
Membership interest is your percentage of ownership of the LLC. Membership interest is normally proportionate to your investment. So how does this work?
Imagine your LLC has 5 members. 4 members each invest $1,000 in the business. One member invests $6,000. The total contribution of all members is $10,000. The 4 members each own 10% of the business. The moneybags member who shelled out $6,000 owns 60% of the business.
Typically, this also means that the 4 members would each get 10% of any profits, and moneybags would get 60%. Exactly how profits and losses are allocated, however, can be adjusted in the operating agreement as long as changes are in line with IRS requirements and Washington laws.
File Washington Reports & Taxes
Washington LLCs are required to file an initial report, as well as an annual report. Washington LLCs are also subject to state tax filing requirements.
Do I have to file a Washington LLC Initial Report?
Yes, Washington LLCs are required to file an initial report within 120 days of the LLC’s formation date. Most of the required information is repeated from your Certificate of Formation, but you’ll also need to include names and addresses of members and/or managers and a description of the nature of your business.
The Initial Report is pretty straightforward and costs $10 to file if not submitted together with your Certificate of Formation (if submitted together—either online or with the paper form—there is no additional fee).
When you hire Northwest Registered Agent to form your Washington LLC and/or act as your Washington registered agent, we’ll file your initial report on your Washington LLC’s behalf.
What is a Washington LLC Annual Report?
Your Washington LLC Annual Report is a form you file with the Secretary of State each year to ensure the state has your most current contact and ownership information. The annual report is similar to the initial report, except that it costs a whole lot more: $60. And if you file late? Add on an extra $25. Washington LLC Annual Reports are due each year at the end of the month you initially filed in (instead of an easy-to-remember date like January 1st or tax day).
When you sign up for Northwest, we send you reminders for your annual report due dates. Want one less thing to worry about? With our business renewal service, we can complete and submit your annual report for you for $100 plus the state fee.
What should I know about Washington LLC taxes?
Washington is one of the few states with no personal income tax. Before you jump for joy, note that this doesn’t mean your LLC has no tax obligations. Most significantly, Washington LLCs are subject to a gross receipts tax called the Business and Occupation Tax. The tax rate varies depending on the type of business your LLC performs. For instance, the rate for retailing is 0.471%.
State sales tax is 6.5%, but cities and counties can add on their own sales tax, making the average total sales tax rate 8.644%.
Washington LLC FAQs
How can I submit the Washington LLC Certificate of Formation?
You can file Washington certificate online, by mail on in person. Online filings can be completed via the Washington Corporations & Charities Filing System. Mailed filings must be to the following address:
Corporations & Charities Division
PO Box 40234
Olympia, WA 98504-0234
Overnight filings and drop-offs can be delivered to:
801 Capitol Way S
Olympia, WA 98501-1226
How much does it cost to start a Washington LLC?
The Washington Corporations Divisions charges $180 ($230 expedited) for paper filings. Online filings are $200.
Hire Northwest for a one-time fee of $425, including state filing fees, a year of registered agent service, limited mail forwarding and loads of useful forms and tools to help get your Washington LLC up and running. Or, pay just $44 out the door with our VIP monthly payment option.
How long does it take to start a Washington LLC?
The absolute fastest way to file your Certificate of Formation is to pay for expediting and file in person.
To get your filing in roughly 3 business days, either file online or mail your expedited filing. If you forgo expediting and mail your filing, expect to wait 1-4 weeks. Yes, that’s WEEKS. Unexpedited mailed filings are lowest priority.
*NOTICE: Washington Secretary of State is temporarily closed to the public, so walk-in filings are unavailable. This includes our 1-day filing option. Online filings, including our 3-day option, are still in service.
Does a Washington LLC need a business license?
Yes. All newly formed businesses must acquire a business license. You can apply online for Washington’s Business License here. When the Washington Secretary of State files your LLC’s Certificate of Formation, they will assign you a UBI number. You’ll need this number in order to apply for your business license. You’ll also need your EIN.
To submit the license application, you’ll need to list:
- Purpose of application
- Licensing needs (if you have employees, you’ll need to check several boxes)
- Business information (location, estimated gross income, tax information)
- Ownership information (names and addresses of owners/members)
- Employment information (descriptions of the types of employees your LLC will hire)
The Washington business license application costs $19.
Need an EIN for your license application? Northwest can help. You can easily add on tax ID service to your LLC formation order.
Can a Washington LLC help me live more privately?
Yes. While you can’t remove all ownership information from Washington public filings (like you can in states like New Mexico, Delaware, and Wyoming), a Washington LLC can still help you reduce your public footprint. For example, you can maintain a significant degree of address privacy by listing our address on public docs instead of your own. Check out our page on living privately with an LLC to learn more.
What is a foreign Washington LLC?
A foreign Washington LLC is any LLC formed outside of Washington but registered to do business in the state. For example, if you formed an LLC in Idaho but wanted to conduct business in Washington as well, you would register as a foreign LLC in Washington by filing a Foreign Limited Liability Company Registration with the Corporations & Charities Division. Like domestic LLCs, foreign LLCs in the state have to file annual Washington annual reports. Northwest can register your foreign Washington LLC for you today!
What can I do if I need Washington mail forwarding?
Whether you have a home-based business and need a professional address, travel often, or simply want to keep your personal information off public records, your LLC can benefit from mail forwarding. At Northwest, we include limited mail forwarding with our registered agent and formation services. For more robust needs, we also offer unlimited mail forwarding with a unique suite number as part of our premium Washington mail forwarding service.
How to Order LLC Formation Service
Our Washington LLC formation service is designed to be fast and easy—signing up takes just a couple minutes. Here’s how it works:
With Northwest, we give you flexibility on how to pay. You can pay all the fees up front (this includes one full year of registered agent service). Or, pay just $44 out the door with our VIP monthly payment option. With our VIP option, we also include an EIN. Just choose one of the buttons below, answer a few easy questions about your business and submit your payment.
We’ll prepare your Washington Certificate of Formation and send them to the Corporations & Charities Division for approval. In the meantime, you’ll have immediate access to your online account, where you can find useful state forms, pre-populated with your business information.
Once the Washington Corporations & Charities Division has approved your filing, we notify you that your Washington LLC has been legally formed. You can now take any necessary next steps, like getting an EIN and opening a bank account.