Understanding Washington LLC Laws
The rules for starting and running a Washington limited liability company (LLC) are laid out by Washington's LLC laws.
In this guide, we offer simple explanations to Washington LLC laws about:
- LLC Formation Requirements
- Registered Agent Duties and Appointment
- Operating Agreements
- Annual Report Requirements
To learn more about starting an LLC, visit our form an LLC guide.
LLC Formation Requirements
Washington LLC laws set out the requirements for forming an LLC. The State of Washington has created the Corporations and Charities Filing System and PDF Certificate of Formation form to simplify the process.
Washington LLC Formation Statute
The following LLC formation statutes are from the Washington Limited Liability Company Act:
Section 25.15.071 Formation—Certificate of formation.
(1) In order to form a limited liability company, one or more persons must execute a certificate of formation. The certificate of formation must be delivered to the office of the secretary of state for filing in accordance with Article 2 of chapter 23.95 RCW and set forth:
(a) The name of the limited liability company;
(b) The name and address of the registered agent for service of process required to be maintained by RCW 25.15.021 and Article 4 of chapter 23.95 RCW;
(c) The address of the principal office of the limited liability company;
(d) If the limited liability company is to have a specific date of dissolution, the latest date on which the limited liability company is to dissolve;
(e) Any other matters the members decide to include; and
(f) The name and address of each person executing the certificate of formation.
(2)(a) Unless a delayed effective date is specified in accordance with RCW 23.95.210, a limited liability company is formed when its certificate of formation is filed by the secretary of state.
(b) The secretary of state's filing of the certificate of formation is conclusive proof that the persons executing the certificate satisfied all conditions precedent to the formation.
(3) A limited liability company formed under this chapter is a separate legal entity and has a perpetual existence.
(4) Any person may apply to the secretary of state under RCW 23.95.235 to furnish a certificate of existence for a domestic limited liability company or a certificate of registration for a foreign limited liability company.
Start forming your LLC by reading our top LLC services review.
What This Means: Key Takeaways*
The Washington LLC statute provides the requirements for setting up (or forming) an LLC. The State of Washington offers online and mail-in LLC filing to meet these requirements.
Required Information for Washington LLC Formation:
- LLC’s name (Must meet Washington LLC naming requirements)
- LLC principal office’s street and mailing address
- Registered agent’s name and Washington registered office address,
- If the limited liability company is to have a specific date of dissolution, the latest date on which the limited liability company is to dissolve
- The first annual report (referred to as an initial report) is due within 120 days of formation
Optional Information for Washington LLC Formation:
- LLC organizers can add their own provisions as long as the provisions don’t conflict with LLC statute.
Recommended: For help with completing the LLC formation forms, visit our Washington LLC Certificate of Formation guide.
Registered Agent Duties and Appointment
Washington LLC laws define the duties and appointment of the LLC registered agent.
Washington LLC Registered Agent Statute
The following registered agent statutes are from the Washington Limited Liability Company Act and Uniform Business Organizations Code:
Section 25.15.021 Registered agent.
(1) Each limited liability company shall continuously maintain in this state a registered agent in accordance with Article 4 of chapter 23.95 RCW.
(2) A limited liability company may change its registered agent by delivering to the secretary of state for filing a statement of change in accordance with RCW 23.95.430.
(3) A registered agent may change its information on file with the secretary of state in accordance with RCW 23.95.435 or 23.95.440.
(4) A registered agent may resign as agent by executing and delivering to the secretary of state for filing a statement of resignation in accordance with RCW 23.95.445.
Section 23.95.415 Designation of registered agent.
(1) A registered agent filing must be executed by the represented entity and state:
(a) The name of the entity's commercial registered agent; or
(b) If the entity does not have a commercial registered agent:
(i) The name and address of the entity's noncommercial registered agent; or
(ii) The title of an office or other position with the entity, if service of process, notices, and demands are to be sent to whichever individual is holding that office or position, and the address to which process, notices, or demands are to be sent.
(2) A registered agent shall not be appointed without having given prior consent in a record to the appointment. The consent shall be delivered to the secretary of state in such form as the secretary of state may prescribe. The consent shall be filed with or as a part of the record first appointing a registered agent. In the event any individual or entity has been appointed registered agent without consent, that individual or entity may deliver to the secretary of state a notarized statement attesting to that fact, and the name shall immediately be removed from the records of the secretary of state.
What This Means: Key Takeaways*
A registered agent’s job is to accept service of process (legal summons to a lawsuit).
A Washington registered agent must:
- Maintain a registered office in Washington (i.e., no P.O. boxes)
- Be an individual, a Washington corporation or LLC, or foreign corporation or LLC with a business address that is the same as the registered office address
Registered agent information is kept on file by the State of Washington. If you change your registered agent or if your registered agent resigns, you must file a change of registered agent form.
Operating Agreements
Washington LLC laws provide guidelines for creating and maintaining an LLC operating agreement.
The following operating agreement statutes are from the Washington Limited Liability Company Act:
Section 25.15.018 Effect of limited liability company agreement—Nonwaivable provisions.
(1) Except as otherwise provided in subsections (2) and (3) of this section, the limited liability company agreement governs:
(a) Relations among the members as members and between the members and the limited liability company; and
(b) The rights and duties under this chapter of a person in the capacity of manager.
(2) To the extent the limited liability company agreement does not otherwise provide for a matter described in subsection (1) of this section, this chapter governs the matter.
(3) A limited liability company agreement may not:
(a) Vary a limited liability company's power under RCW 25.15.031 to sue, be sued, and defend in its own name;
(b) Vary the law applicable to a limited liability company under RCW 25.15.033;
(c) Eliminate or limit the duties of a member or manager in a manner prohibited by RCW 25.15.038(6);
(d) Eliminate or limit the liability of a member or manager in a manner prohibited by RCW 25.15.038(7);
(e) Indemnify a member or manager in a manner prohibited by RCW 25.15.041;
(f) Vary the requirements of RCW 25.15.086;
(g) Vary the records required under RCW 25.15.136(1) or unreasonably restrict the right to records or information under RCW 25.15.136;
(h) Vary the power of a manager to resign under RCW 25.15.176;
(i) Vary the requirements of RCW 25.15.231;
(j) Eliminate or limit the liability of a member, manager, or transferee under RCW 25.15.236;
(k) Vary the power of a court to decree dissolution in the circumstances specified in RCW 25.15.274;
(l) Vary the requirement to wind up the limited liability company's business as specified in RCW 25.15.297 (1), (2), (4), and (5);
(m) Unreasonably restrict the right to maintain an action under Article X of this chapter;
(n) Restrict the right of a member that will have personal liability with respect to a surviving or converted organization to approve a merger or conversion under RCW 25.15.456; or
(o) Restrict the rights under this chapter of a person other than a member, a transferee, or a manager.
What This Means: Key Takeaways*
An LLC operating agreement allows LLC members to create rules for how their unique LLC operates. These rules are often called “terms” or “provisions.”
Operating agreements are limited by state statute. For example, if the statute says LLC members can’t dissolve an LLC without all members agreeing, LLC members can’t change or override the statute with an operating agreement.
When an operating agreement is in place, it’s easier to navigate situations involving the operation of the LLC. And, if a lawsuit or dispute arises, LLC members (or the courts) have something to reference.
If a dispute arises that can’t be resolved by LLC members and there isn’t an operating agreement, the courts will use LLC statute to resolve disputes.
Creating an Operating Agreement
Some LLCs, such as professional LLCs or real estate LLCs, might need unique terms, while others might only need to cover standard provisions:
- Each member’s responsibilities
- How new members will be admitted
- How existing members may transfer or terminate their membership
- How profits and dividends will be distributed
- The process for amending the operating agreement
Use our free operating agreement template or learn more with our What Is an Operating Agreement guide.
Annual Report Requirements
Washington LLC laws set out the requirements for annual LLC reporting. The State of Washington has created an online filing portal and PDF annual report form to simplify the process.
Washington LLC Annual Report Statute
The following annual report statutes are from the Washington Limited Liability Company Act and Uniform Business Organizations Code:
Section 25.15.106 Initial and annual reports.
Each domestic limited liability company, and each foreign limited liability company authorized to transact business in this state, must deliver to the secretary of state for filing initial and annual reports in accordance with RCW 23.95.255.
[ 2015 c 176 § 7112; 2015 c 188 § 24.]
Section 23.95.255 Initial or annual report for secretary of state.
(1) A domestic entity other than a limited liability partnership or nonprofit corporation shall, within one hundred twenty days of the date on which its public organic record became effective, deliver to the secretary of state for filing an initial report that states the information required under subsection (2) of this section.
(2) A domestic entity or registered foreign entity shall deliver to the secretary of state for filing an annual report that states:
(a) The name of the entity and its jurisdiction of formation;
(b) The name and street and mailing addresses of the entity's registered agent in this state;
(c) The street and mailing addresses of the entity's principal office;
(d) In the case of a registered foreign entity, the street and mailing address of the entity's principal office in the state or country under the laws of which it is incorporated;
(e) The names of the entity's governors;
(f) A brief description of the nature of the entity's business; and
(g) The entity's unified business identifier number.
(3) Information in an initial or annual report must be current as of the date the report is executed by the entity.
(4) Annual reports must be delivered to the secretary of state on a date determined by the secretary of state and at such additional times as the entity elects.
(5) If an initial or annual report does not contain the information required by this section, the secretary of state promptly shall notify the reporting entity in a record and return the report for correction.
(6) If an initial or annual report contains the name or address of a registered agent that differs from the information shown in the records of the secretary of state immediately before the annual report becomes effective, the differing information in the initial or annual report is considered a statement of change under RCW 23.95.430.
(7) The secretary of state shall send to each domestic entity and registered foreign entity, not less than thirty or more than ninety days prior to the expiration date of the entity's annual renewal, a notice that the entity's annual report must be filed as required by this chapter and that any applicable annual renewal fee must be paid, and stating that if the entity fails to file its annual report or pay the annual renewal fee it will be administratively dissolved. The notice may be sent by postal or email as elected by the entity, addressed to its registered agent within the state, or to an electronic address designated by the entity in a record retained by the secretary of state. Failure of the secretary of state to provide any such notice does not relieve a domestic entity or registered foreign entity from its obligations to file the annual report required by this chapter or to pay any applicable annual renewal fee. The option to receive the notice provided under this section by email may be selected only when the secretary of state makes the option available.
What This Means: Key Takeaways*
You can file your Washington annual report online or by mail.
Your Washington LLC annual report must state the following information (and must be current as of the date of filing)
- The name of the LLC
- Street address of principal office and mailing address
- The registered agent’s name and registered office address
- The entity's unified business identifier number
- The name of the governor(s) of the LLC
- And additional information the state might need
- A brief description of the nature of the business conducted by the LLC
Annual Report Due Dates:
- The initial list is due within 120 days of LLC formation
Annual reports are due by the end of the anniversary month of your original LLC filing.
*This information is provided for educational and entertainment purposes only. Please consult a lawyer for legal advice.