A Washington LLC operating agreement describes a company’s daily activities and ownership status. This document can help you secure your LLC and clarify its functions and operations.
When you and your other company members agree on the conditions of an operating agreement, you can all sign it for it to go into effect. Then, you can keep copies of it for your records instead of filing it with a government body.
Is an LLC Operating Agreement Required in Washington?
No, an LLC operating agreement is not required in Washington. Even so, this document is helpful because it outlines the business’s essential operating procedures and intent.
Chapter 25.15 of the Revised Code of Washington includes laws as they relate to LLCs’ operations. This chapter contains four statutes that relate to operating agreements, which are:
- RCW 25.15.018 (Effect of limited liability company agreements — non-waivable provisions)
- RCW 25.15.141 (Remedies for breach of limited liability company agreement by member)
- RCW 25.15.171 (Remedies for breach of limited liability company agreement by a manager)
- RCW 25.15.801 (Construction and application of chapter and limited liability company agreement)
Costs and Fees
Here are some of the costs and fees to expect when forming and maintaining an LLC in Washington:
- Domestic and foreign filing fee: $200
- Initial report filing fee: $10
- Name reservation fee: $30
- Annual report filing fee: $60
How to Form an LLC in Washington
Creating an LLC is pretty straightforward for the state of Washington. Here are the steps you need to undertake to form your own LLC in Washington state:
Step 1 – Choose a Suitable Name
Decide on the name of your LLC. Usually, the name of the LLC is a few words and may even involve the name of the entities covered within or some other relevant reference to the goals of the LLC. You can usually choose whatever seems to suit the company’s purpose.
Remember to follow the state naming conventions. The name must contain the words “Limited Liability Company” or an abbreviation like “L.C.” or “L.L.C.”
Step 2 – Select a Registered Agent
Before you register your LLC, you must select a registered agent. This person or business will receive any legal documents intended for your company.
Whether you choose an individual or business as your registered agent, ensure they have a physical address in Washington. If you choose a company, ensure it can conduct operations legally in the state.
If you don’t want to search for a registered agent alone, you can easily find one through a reputable registered agent service.
Step 3 – File Your Certificate of Formation
The Washington Secretary of State lets aspiring LLC owners fill out their certificate of formation online or via mail. When you file online, you can expect a two business days turnaround time. If you file via mail, the Secretary of State will process your certificate of formation in the order they receive it.
In your certificate of formation, you must include the LLC’s name and address, the LLC’s effective date, the LLC’s duration, the members’ names, and the registered agent’s contact information.
Step 4 – Write an Operating Agreement
Although an operating agreement isn’t a requirement in Washington, you can consider writing one. It can reduce potential issues and serve as a guideline for operations.
You may create one regardless if you’re creating a single-member or multi-member LLC. You can specify ownership percentages, dissolution procedures, meeting policies, and profit distribution in your operating agreement.
Step 5 – Get an EIN
Obtaining an Employer Identification Number (EIN) from the IRS can help you file business taxes, compensate employees, and expedite the business loan application process.
Step 6 – File the Relevant Reports
Once you receive approval for your certificate of formation, you can file an initial report within 120 days of your LLC’s creation.
Then, each year, you can ensure you file an annual report on the last day of the month you created the business.