How to Form an LLC in Washington
To form an LLC in Washington, here's everything you need to know.
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
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 it will have employees or 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: Washington State requries virtually all businesses to obtain a state business license. A city or other local business license will likely be required as well. Indeed, you will likely need licenses in every location where you do business; not just where you’re based. Check the State of Washington Business Licensing Guide for the requirements for your business and location. You can register and obtain your state license and many city licenses online (through the Business Licensing Services website) or on paper (using Form BLS-700-028, Business License Application). For information about local licenses not handled through the Business License Application, contact each city or town you will be conducting business. Depending on your occupation, a professional license may be required as well. See the Washington State Department of Licensing website.
Department of Revenue: All businesses with $12,000 or more in revenue, or that are required to collect sales tax, must register with the Washington Department of Revenue. Washington has no income tax on individuals or businesses, but it does impose a business and occupation tax on gross business income. For more information on state LLC tax registration, check Nolo's article LLC Annual Report and Tax Filing Requirements: A 50-State Guide.
7. Annual Report (Annual Renewal)
Every Washington LLC and foreign LLC authorized to do business in the state must file an annual report (also known as an annual renewal) with the Secretary of State. The initial annual report must be filed within 120 days of the date you filed to create your LLC. Subsequent annual reports are due on dates determined by the Secretary of State. The Secretary of 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 (not including convenience fee for credit and debit transactions).
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.