How to Form an LLC in Washington

To form an LLC in Washington, here's everything you need to know.

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Here are the steps you need to take to form an LLC in Washington. For more information on how to form an LLC in any state, see Nolo's article How to Form an LLC

1. Choose a Name for Your LLC

Under Washington law, an LLC name must contain contain the words "Limited Liability Company" or "Limited Liability Co.," or the abbreviation "LLC" or "L.L.C."

Your LLC’s name must be distinguishable from the names of other business entities already on file with the Washington Secretary of State. Names may be checked for availability at the Washington Secretary of State business name database.

You may reserve a name for 180 days by filing a Name Reservation with the Washington Secretary of State. The reservation must be filed by mail. The filing fee is $30.

2. File a Certificate of Formation 

A Washington LLC is created by filing a Certificate of Formation with the Secretary of State. The certificate must include: the LLC's name and address; the name, signature, and address of the LLC’s registered agent; the effective date of formation; whether its term of existence is perpetual or limited; and whether the LLC will be member-managed or manager-managed. The certificate may be filed online or by postal mail. The filing fee is $180 for filing by mail or $200 for online filings (which are processed in 2-3 business days).

3. Appoint a Registered Agent

Every Washington LLC must have an agent for service of process in the state. This is an individual or business entity that agrees to accept legal papers on the LLC’s behalf if it is sued. The registered agent may be a Washington resident or a corporation or LLC authorized to do business in Washington. The registered agent must have a physical street address in Washington. 

All of the paperwork and procedural steps to start a limited liability company in Washington can be done online using Nolo's Washington Online LLC Formation application.

4. Prepare an Operating Agreement

An LLC operating agreement is not required in Washington, but is highly advisable. For help creating an LLC operating agreement, see Form Your Own Limited Liability Company, by Anthony Mancuso (Nolo) or use Nolo’s Online LLC. If an operating agreement is created, it need not be filed with the Certificate of Formation. 

5. Publication Requirements

None.

6.  Comply With Other Tax and Regulatory Requirements

Additional tax and regulatory requirements may apply to your LLC. These may include:

EIN: If your LLC has more than one member, it must obtain its own IRS Employer Identification Number (EIN),  even if it has no employees. If you form a one-member LLC, you must obtain an EIN for it only if you elect to have it taxed as a corporation instead of a sole proprietorship (disregarded entity). You may obtain an EIN by completing an online EIN application on the IRS website. There is no filing fee.

Business Licenses: Depending on its type of business and where it is located, your LLC may need to obtain other local and state business licenses. 

7. Annual Report

Every Washington LLC and foreign LLC authorized to do business in the state must file an annual report with the Secretary of State. The State will send a renewal notice to the LLC’s registered agent approximately 45 days before the Annual Report is due. The Annual Report must be filed online. The fee for filing the Annual Report is $71.

8. Foreign LLCs Doing Business in Washington

To do business in Washington, all LLCs organized outside of the state must register with the Washington Secretary of State. Foreign LLCs must appoint a registered agent for service of process. The agent may be a Washington resident, or a business entity authorized to do business in Washington.

To register, file a Foreign Limited Liability Company Registration with the Secretary of State.The application may be filed online at the Washington Secretary of State website, or be filed by postal mail. The filing fee is $180 for filing by mail or $200 for online filings.

The completed application must be accompanied by a certificate of  existence or good standing from the foreign LLC’s home state that is not more than 60 days old.

by: , J.D.

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