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LLC Formation in Washington State

LLC Formation in Washington State

The Limited Liability Company (LLC) has become an increasingly popular choice for business formations. It is a business structure that combines the pass-through taxation of a partnership or sole proprietorship with the limited liability of a corporation.

If you are considering forming an LLC (Limited Liability Company) in Washington State, get acquainted with Washington State LLC formation requirements before taking your first steps. Doing so will help you decide if Washington is the right formation state for your business—and make the process go more smoothly.

Naming Your LLC in Washington State

The name of a Washington LLC must contain Limited Liability Company, Limited Liability Co., L.L.C., or LLC.

Plus, the name must be distinguishable on the records of the Secretary of State from the name of any other domestic or foreign registered entity, such as corporations, limited liability companies, limited partnerships, and limited liability partnerships, and reserved or registered names.

Member/Manager Information Requirements for LLCs in Washington State

The following are Washington’s requirements for the members and managers of LLCs:

  • Minimum number. An LLC in Washington State must have at least one member.
  • Residence requirements. Washington does not have a provision specifying where members and managers must reside.
  • Age requirements. Washington does not have age requirements for members and managers
  • Inclusion in the Certificate of Formation. Member/Manager names and addresses are not required to be listed in the Certificate of Formation.

Requirements for the Certificate of Formation

Forming an LLC in Washington State can be accomplished by filing a Certificate of Formation* and paying the required fee. The information required in the formation document varies by state. Washington's requirements include, among other things:

  • LLC’s name and street address of its principal place of business
  • Effective date of Washington State LLC formation (immediately or within 90 days of the date of filing)
  • Duration of the LLC (perpetual or a specific term)
  • Whether the Registered Agent is a commercial Registered Agent and if so, its name and if not its name and address
  • The Registered Agent’s consent to act as Registered Agent

*Note that a Certificate of Formation is the documentation required for forming an LLC in Washington State. If you were to form a corporation, you would file “Articles of Incorporation” with the Washington Secretary of State instead.

Registered Agent Requirements

Every Washington LLC must appoint and maintain a Registered Agent with a physical address in Washington. The Registered Agent may be a Commercial Registered Agent. A Commercial Registered Agent is an entity or individual that is registered with the Office of the Secretary of State to receive legal documents on behalf of a corporation or LLC. A Commercial Registered Agent has its office on record with the Secretary of State.

The state of Washington requires that the Registered Agent consent to the appointment by signing the LLC’s Certificate of Formation.

Other Filings Required of New Washington State LLC Formations

Some states require additional filings or steps at the time of LLC formation, such as a county level filing, publishing notice of the LLC formation in a local newspaper or an initial report filing. Forming an LLC in Washington State requires the following:

  • Initial report. Washington requires LLCs to file an initial report within 120 days of when the Certificate of Formation became effective.

Washington’s LLC Formation Requirements for Professional Services Businesses

Washington allows professionals to form a professional limited liability company (PLLC).

 

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