Understanding LLC Laws in Washington

The rules for forming and operating a Washington limited liability company (LLC) are outlined in the state’s LLC laws.

We provide straightforward explanations of Washington LLC laws in this guide, including:

Requirements for forming an LLC
Duties of a Registered Agent and Appointment Operating Agreements
Requirements for Annual Reports

Requirements for forming an LLC

The requirements for forming an LLC are outlined in Washington LLC laws. To make the process easier, the State of Washington developed the Corporations and Charities Filing System and a PDF Certificate of Formation form.
Washington Corporation Formation Statute

The Washington Limited Liability Company Act contains the following LLC formation statutes:

Section 25.15.071 Formation—Formation Certificate

(1) A certificate of formation must be signed by one or more people in order to form a limited liability company. The certificate of formation must be delivered to the secretary of state’s office for filing in accordance with Article 2 of Chapter 23.95 RCW, which states:

(a) The limited liability company’s name;

(b) The name and address of the registered agent for service of process, as required by RCW 25.15.021 and Chapter 23.95 RCW;

(c) The address of the limited liability company’s principal office;

(d) If the limited liability company must dissolve on a specific date, the latest date on which the limited liability company must dissolve;

(e) Any other topics decided upon by the members; and

(f) The name and address of each person signing the formation certificate.

(2)(a) A limited liability company is formed when its certificate of formation is filed by the secretary of state, unless a delayed effective date is specified in accordance with RCW 23.95.210.

(b) The filing of the certificate of formation by the secretary of state is conclusive proof that the persons executing the certificate satisfied all conditions precedent to formation.

(3) A limited liability company formed under this chapter is a distinct legal entity with an indefinite existence.

(4) Under RCW 23.95.235, any person may apply to the secretary of state for a certificate of existence for a domestic limited liability company or a certificate of registration for a foreign limited liability company.

What This Means: Key Points*

The Washington LLC statute specifies the procedures for establishing (or forming) an LLC. To meet these requirements, the State of Washington provides online and mail-in LLC filing options.

The following information is required for the formation of a Washington LLC:

The name of LLC (Must meet Washington LLC naming requirements)
The street and mailing addresses of the LLC’s principal office
Name of registered agent and Washington registered office address
If the limited liability company must dissolve on a specific date, the latest date on which the limited liability company must dissolve
The first annual report (also known as an initial report) is due within 120 days of the company’s formation.

Optional Information for the Formation of a Washington LLC:

LLC organizers may include their own provisions as long as they do not conflict with the LLC statute.

Duties of a Registered Agent and Appointment

The duties and appointment of the LLC registered agent are defined by Washington LLC laws.

Statute of Washington LLC Registered Agent

The Washington Limited Liability Company Act and Uniform Business Organizations Code contain the following registered agent statutes:

Section 25.15.021 Designated agent.

(1) In accordance with Article 4 of Chapter 23.95 RCW, each limited liability company must keep a registered agent in this state on a continuous basis.

(2) A limited liability company may change its registered agent by delivering a statement of change to the secretary of state for filing in accordance with RCW 23.95.430.

(3) In accordance with RCW 23.95.435 or 23.95.440, a registered agent may change the information on file with the secretary of state.

(4) A registered agent may resign as agent by executing and delivering a statement of resignation to the secretary of state for filing in accordance with RCW 23.95.445.

Section 23.95.415 Appointment of a registered agent

(1) The represented entity and state must sign a registered agent filing:

(a) The name of the commercial registered agent of the entity; or

(b) If the entity lacks a commercial registered agent:

I The entity’s noncommercial registered agent’s name and address; or

(ii) The title of an office or other position held by the entity, if service of process, notices, and demands are to be sent to whoever holds that office or position, as well as the address to which process, notices, or demands are to be sent.

(2) A registered agent shall not be appointed unless prior consent to the appointment is recorded in a record. The consent must be delivered to the secretary of state in the form prescribed by the secretary of state. The consent must be filed with or as part of the initial record naming a registered agent. If an individual or entity is 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 will be removed from the secretary of state’s records immediately.

What This Means: Key Points*

The role of a registered agent is to accept service of process (legal summons to a lawsuit).

A registered agent in Washington must:

Keep a registered office in Washington (i.e., no P.O. boxes)
Be an individual, a Washington corporation or LLC, or a foreign corporation or LLC with the same business address as the registered office.

Operating Contracts

Washington LLC laws outline the steps required to create and maintain an LLC operating agreement.

The Washington Limited Liability Company Act contains the following operating agreement statutes:

Section 25.15.018 Limited liability company agreement effect—nonwaivable provisions

(1) Except as otherwise provided in subsections (2) and (3) of this section, the following are governed by the limited liability company agreement:

(a) Relationships among members and between members and the limited liability company; and

(b) A person in the capacity of manager’s rights and duties under this chapter.

(2) To the extent that a matter described in subsection (1) of this section is not otherwise provided for in the limited liability company agreement, this chapter governs the matter.

(3) A limited liability company agreement may not include the following clauses:

(a) Modify a limited liability company’s ability to sue, be sued, and defend in its own name under RCW 25.15.031;

(b) Change the law under RCW 25.15.033 that applies to a limited liability company.

(c) Eliminate or limit a member’s or manager’s duties in a manner prohibited by RCW 25.15.038(6);

(d) Eliminate or limit a member’s or manager’s liability in a manner prohibited by RCW 25.15.038(7);

(e) Indemnify a member or manager in a way that violates RCW 25.15.041;

(f) Modify RCW 25.15.086 requirements;

(g) Vary the records required by RCW 25.15.136(1) or limit the right to records or information in an unreasonable manner under RCW 25.15.136;

(h) Modify a manager’s ability to resign under RCW 25.15.176;

I Modify RCW 25.15.231’s requirements;

(j) Under RCW 25.15.236, eliminate or limit the liability of a member, manager, or transferee.

(k) Modify a court’s ability to decree dissolution in the circumstances specified in RCW 25.15.274.

(l) Modify the requirement for the limited liability company’s business to be wound up as specified in RCW 25.15.297 (1), (2), (4), and (5);

(m) Restrict the right to bring an action under this chapter’s Article X in an unreasonable manner;

(n) Limit a member’s right to approve a merger or conversion under RCW 25.15.456 who will have personal liability with respect to a surviving or converted organization; or

(o) Limit the rights of anyone other than a member, transferee, or manager under this chapter.

[ 2015 c 188 § 5.]

What This Means: Key Points*

An LLC operating agreement enables LLC members to establish ground rules for how their particular LLC will operate. These rules are frequently referred to as “terms” or “provisions.”

Operating agreements are governed by state law. If the statute states that LLC members cannot dissolve an LLC unless all members agree, LLC members cannot change or override the statute with an operating agreement.

It is easier to navigate situations involving the operation of the LLC when an operating agreement is in place. In the event of a lawsuit or dispute, LLC members (or the courts) will have something to refer to.

If an LLC member cannot resolve a dispute and there is no operating agreement, the courts will use LLC statute to resolve the dispute.

Making an Operating Contract

Some LLCs, such as professional or real estate LLCs, may require unique terms, whereas others may only require standard provisions:

Responsibilities of each member
How will new members be admitted?
How can existing members transfer or cancel their membership?
How will profits and dividends be distributed?
The procedure for making changes to the operating agreement