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How to Start an LLC in Washington State

A Washington LLC (limited liability company) is a business structure that protects your personal assets from business-related debts. LLCs also offer certain tax benefits and a flexible management structure. To start an LLC in Washington, you’ll need to file a Certificate of Formation with the Washington Secretary of State, Corporations and Charities Division for $180 and file an Initial Report for $10. But first, you need to choose a business name and registered agent. Starting an LLC in Washington can take between two days and a week, depending on how you file. Below, we provide detailed instructions for starting a Washington LLC and preparing it to conduct business.

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1. Name Your LLC

Before you jump in, you’ll need to choose a name for your LLC. Washington’s rules for naming your LLC are listed in Revised Code Washington (RCW) § 23.95.305. Here’s the gist. Your LLC’s name must:

  • Contain an indicator such as “limited liability company,” “L.L.C.,” or “LLC.”
  • Not include words like “incorporated,” “limited partnership,” or any other words that might make your LLC sound like a different type of entity.
  • Be unique among business names in Washington.

Already have a business name? Check to see if it’s available.

Can I reserve a business name in Washington?

Yes. If you’re waiting to start your LLC, you can reserve your business name by filing a Name Reservation form with the Washington Secretary of State and paying the $30 filing fee. The state will reserve your business name for up to 180 days.

What’s the difference between my LLC’s name and a trade name?

Your LLC’s legal name is listed on your Certificate of Organization. A trade name (sometimes called an assumed business name) is any name your company conducts business under that’s different than the LLC’s legal name or your own first and last name. If you use a trade name, you must register the name with the Washington Secretary of State.

Thinking about using a trade name? Learn How to Get a DBA.

2. Designate a Registered Agent

Once you’ve chosen a business name, you’ll need to appoint a Washington registered agent. Washington requires all LLCs to have a registered agent—an individual or company that accepts legal and state mail on behalf of your company.

Washington is one of only a handful of states that distinguishes between a commercial registered agent (like us) and a noncommercial registered agent. Most individual and single-state agents are noncommercial registered agents. You can appoint yourself, someone within the business, or a third party such as a registered agent company to accept service of process on behalf of your LLC.

Learn why business pros use a registered agent service.

What does a registered agent do?

The requirements for a Washington registered agent are outlined in RCW §23.95.455. Your registered agent must (at minimum):

  • Have a physical Washington address.
  • Be available during regular business hours.
  • Accept legal and state mail on behalf of your LLC and get it to you fast.

Can you be your own registered agent in Washington?

Yes. But keep in mind that acting as your own registered agent means listing your name and address on the public record. You’ll also be required to maintain regular business hours so that you can accept any service of process in person.

Can I change my registered agent after I start an LLC?

Yes. To change your registered agent in Washington, you’ll need to file a Statement of Change/Designation of Registered Agent with the Washington Secretary of State. There is no filing fee.

3. Submit LLC Certificate of Formation

Starting an LLC in Washington requires filing a form called the Certificate of Formation with the Washington Secretary of State. You can submit online, by mail, or in person. Online filings cost $200 and are processed in two business days. Paper filings cost $180 and are processed in the order received—unless you pay an additional $50 for two-day processing.

Note: All of the information on this form will become part of the public record.

You’ll need to provide the following information about your LLC:

  • UBI number. If you have a UBI, check yes. Hint: most people select “no.”
  • Company name. Include an indicator like “LLC.”
  • Duration. Indicate whether your LLC will close after a specific time or exist indefinitely.
  • Effective date. You may include a future date (up to 90 days) to delay the start of your LLC or select “date of filing” for it to start immediately.
  • Registered agent. Check the “yes” box if you’ve appointed a commercial registered agent and list their name here.
  • Registered agent address. If you’ve appointed a non-commercial registered agent, list their name, phone number, email address, and physical Washington address here.
  • Registered agent mailing address (optional). Add a Washington mailing address.
  • Registered agent signature. Your registered agent must sign the Certificate of Formation.
  • Principal address. This must be a physical address—no PO boxes allowed.
  • Mailing address (optional).
  • Return address (optional). This is where the state will send confirmation of your filing.
  • Executor name and address. The person submitting your Certificate of Formation.

Ready to start your Washington LLC Certificate of Formation? File for free with Northwest.

How can I keep my personal information off the public record?

Unfortunately, it’s true—the names, addresses, and phone numbers you list on the Certificate of Formation will be readily available online. As a result, marketers will find you, call you, and cram your mailbox full of junk mail. They will probably even sell your information. Nobody wants that to happen.

The best way to safeguard your privacy is to hire a registered agent company that will list their business address on the Certificate of Formation—like us. This spares you from having to list your personal information on the public record.

What’s the difference between a member-managed and manager-managed LLC?

In a member-managed LLC, the members (or owners) take on the business’s daily operations. In a manager-managed LLC, members hire or appoint managers to run the LLC. Your managers will also have the power to enter contracts, hire and fire employees, open bank accounts, and more.

For help with deciding which management structure will work for you, see our page on LLC Member Vs Manager.

How do I file the Washington Certificate of Formation?

You can submit your articles to the Washington Secretary of State online, by mail, or in person.

Mail:
PO Box 40234
Olympia, WA 98504-0234

In-person:
801 Capital Way S
Olympia, WA 98501-1226

Online:
Washington Corporations and Charities Filing System

4. File Initial Reports

Washington requires LLCs to file an initial report within 120 days of forming your business. Most of the required information is identical to the information you’ll list on your Certificate of Formation. However, you’ll also need to include the names and addresses of your members/managers as well as a brief description of your business purpose. Your initial report must be filed with the Washington Secretary of State and requires a $10 filing fee.

And, you’ll have to repeat this process every year. The Washington annual report is similar to the initial report—except that it’s more expensive to file ($60). It also ensures that the state has your most current business information.

Worried you’ll forget? Let us file your annual report for you.

When is the Washington Annual Report due?

Your Washington annual report is due on the last day of your anniversary month. What does that mean? Well, let’s say you formed an LLC on April 25th. In this case, your annual report would be due by April 30th each year.

How are Washington LLCs taxed?

By default, LLCs are taxed as pass-through entities—meaning profits are distributed to the members (owners), who report their earnings on their personal taxes. Business profits are also subject to the federal self-employment tax (15.3%). LLCs can also be taxed as an S-corp or C-corp by filing paperwork with the IRS.

Learn more about S-Corp Vs LLC tax designation.

5. Write an LLC Operating Agreement

Your LLC’s operating agreement is a document that outlines how your business will function. It should include everything from how much each member initially invested in the company to how you’ll handle internal disputes. Once signed, your operating agreement is a binding contract between all members of the LLC.

Check out our attorney-drafted Washington LLC Operating Agreement.

Does Washington require an LLC to have an operating agreement?

Washington doesn’t legally require LLCs to have a written operating agreement. According to RCW §25.15.006, your operating agreement may be verbal or implied. However, having an operating agreement in writing is vital—oral operating agreements don’t hold up well in court. The operating agreement is an internal document, which means you aren’t required to file it with the state. But without one, your LLC will be subject to Washington’s default LLC statutes, which may not work well for your business.

What should be included in an operating agreement?

A solid operating agreement should explain how your LLC will navigate significant events such as allocating profits, management selection, and dissolving the business. Here is a list of topics typically included:

  • initial investments
  • profits, losses, and distributions
  • voting rights, decision-making powers, and management
  • transfer of membership interest
  • dissolving the business

You can include pretty much anything in your operating agreement—so long as it doesn’t violate the Certificate of Formation or Washington law.

Does a single-member LLC need an operating agreement?

Yes. You probably won’t need to navigate a disagreement with yourself, but adopting an operating agreement will be necessary for opening a bank account and maintaining your LLC’s limited liability protection. So yes, even a single-member LLC should have one.

6. Get an EIN

An EIN (employer identification number) is used by the IRS to identify your business on tax filings. It’s like a social security number for your LLC. You can apply online (through the IRS website) or file a paper form to obtain a free EIN.

Learn How to get an EIN for your LLC.

Do I need an EIN for my Washington LLC?

Yes. Legally, your LLC only needs an EIN if you hire employees or elect to be taxed as a corporation. But you’ll likely need one to open a bank account. Plus, having an EIN eliminates the need for you to give potential vendors or strangers your social security number.

Rather be outside? Let us form your LLC instead!

What To Do After Forming Your Washington LLC

7. Open a Bank Account

It’s crucial to have a business bank account. Why? LLCs are considered separate, distinct entities from their owners. It’s this separation that allows owners to have limited liability protection. Unfortunately, mixing personal and business finances could put your liability protection at risk.

To open a bank account for your LLC, you’ll need to bring the following to the bank:

  • your Washington Certificate of Formation (a copy is acceptable)
  • the LLC’s operating agreement
  • the LLC’s EIN
  • an LLC Resolution to Open a Bank Account (if your LLC has more than one member).

If your LLC has more than one member, use our LLC Resolution to Open a Bank Account.

8. Fund the LLC

You’ve formed your LLC and opened a bank account. Now, it’s time to fund the business. Each member should make an initial contribution to pay for their membership interest. Contributions are traditionally made by writing a check or depositing cash into the LLC’s bank account. However, members can also contribute property or services. These types of contributions can sometimes trigger tax events, so consider consulting a professional if you take this route.

What is LLC membership interest?

Membership interest is your percentage of ownership in the company. Your total interest is typically determined by how much you initially invest in the LLC. For example, if three members each invest $1,000 and you invest $7,000, you own 70% of the LLC while the other three own 10% each. Membership interest is often correlated to voting power. So, in this example, you would have decision-making power in the company.

Ready to Start an LLC in Washington?