What Is a Washington LLC Operating Agreement?
A Washington LLC operating agreement outlines how your LLC will be owned and managed. It sets clear rules for how LLC members will work together, make decisions, and share profits.
Under WA Rev. Code § 25.15.006, an LLC’s operating agreement can be written, oral, or even implied by the way the business is run. Although Washington allows informal agreements, it is still a good idea to create a written operating agreement for your LLC. A written document can help avoid confusion and give you clear proof of the rules your business must follow.
Is an LLC Operating Agreement Required in Washington?
No, an LLC Operating agreement is not required in Washington. You can legally run a business without one. However, if your LLC doesn’t draft its own operating agreement, the default rules for the state of Washington will apply. These rules may not reflect how you want your business to operate.
Most LLCs in Washington choose to create an operating agreement as it gives them more control over their business affairs. Whether you create a single-member or multi-member LLC operating agreement, this document helps you:
- Prevent disputes between members by setting clear expectations and defining roles
- Define how profits and losses will be shared
- Support your limited liability status by showing your business is separate from your personal affairs
- Open a business bank account, since many financial institutions ask for this document
An operating agreement sets internal rules, while the articles of incorporation are used to legally form a business with the state.
Use a Washington corporate bylaws template if you own a corporation instead.
Washington LLC Operating Agreement Legal Considerations
Here are some key Washington laws you should consider when creating your LLC operating agreement. While there is flexibility in how you run your business, there are rules that cannot be changed.
-
Non-Waivable Provisions: Under WA Rev Code § 25.15.018, there are certain parts of Washington law that cannot be overridden. For example, you cannot:
- Remove key legal responsibilities, like acting in the business’s best interest
- Prevent members from seeing important company records
- Management Structure: Clearly state which structure you’ve chosen for your LLC: member or manager-managed (WA Rev Code § 25.15.154).
-
Duties of Members and Managers: Under WA Rev Code § 25.15.038, members and managers owe certain legal duties to the LLLC, including:
- Acting in good faith
- Avoiding conflict of interest
- Transfer of Membership Interests: Under WA Rev Code § 25.15.251, members may transfer their ownership interest, but this does not necessarily give the new owner full membership rights. The agreement should outline when ownership can be transferred and whether member approval is required.
- Remedies for Breach: If a member or manager breaches the operating agreement, Washington law allows the LLC or other members to take legal action to address the breach (WA Rev. Code § 25.15.141).
- Dissolution: As per WA Rev Code § 25.15.265, an LLC in Washington may be dissolved based on events like a member vote or conditions listed in the operating agreement.
Creating a Washington LLC operating agreement is usually free if you use a template. However, you may still need to pay state fees when forming and maintaining your LLC:
- Formation filing fee (Certificate of Formation): $200 if online and $180 if by mail
- Initial report filing fee: $10 (if filed separately)
- Name reservation fee: $30
- Annual report filing fee: $60 (additional fees may apply for filing)
You can confirm current fees on the Washington Secretary of State website.
Sample Washington LLC Operating Agreement
View a sample operating agreement for an LLC in Washington below to see what aspects of your business you’d need to define. Once you’re ready, use Legal Templates’s guided form to create and download yours in PDF or Word format.
