The Limited Liability Company (LLC) is a smart entity choice for many start-up businesses. The LLC provides personal liability protection and has the potential to save money on taxes. With a little research, you can learn how to form an LLC in Washington without an attorney.
Unlike a sole proprietorship or partnership where the small business owner can be personally liable for lawsuits against the business, the LLC is a separate legal structure, protecting for the business owner’s personal assets.
Besides the liability protection, the Limited Liability Company provides several other benefits over the sole proprietorship, partnership, and corporation because of the multiple tax options, ease of administration and management flexibility.
Forming an LLC in Washington can be both affordable and is simple enough for most people to start on their own. That said, it’s not a bad idea to have a legal professional like While the filing is pretty straightforward, it’s nice to have some support if you have questions, alerts when the annual report is due, forms like operating agreements, banking resolutions and more. There are companies like IncFile or Swyft Filings and others that do all of this for only $49.
To form a Limited Liability Company in Washington, file the Certificate of Formation with the Washington Secretary of State. The LLC filing fee is $180 by mail and $200 online.
Approval for the LLC is typically around two weeks when filing by mail and 2-3 business days when filing online.
If you have questions, contact the Washington Secretary of State.
HOW TO FILE THE CERTIFICATE OF FORMATION AND FORM A WASHINGTON LLC
The steps for filing online or by mail are largely the same. The screenshots show how to file online.
- Begin by creating a new user account on the Washington Secretary of State’s website.
- After verifying your email address, log in to your account and select “Create or Register a Business” in the left menu.
- Next, assuming you are forming your first LLC for a business that will be located in Washington State, select “I would like to form a Washington State business”.
- A new selection will appear where you can select the business type “WA Limited Liability Company”
Defer Initial Report – Every LLC is required to file an Annual Report and the first one is named the Initial Report. The Initial Report is due within 120 days of the LLC being approved.
The Secretary of State’s office provides an option to delay the filing for up to 120 days, however you are best served to file it along with the Certificate of Formation. Choosing to delay the Initial Report there will be an additional $30 filing fee.
UBI stands for “Unified Business Identifier” and is a unique identification number for entities in the state of Washington. Most filers wouldn’t have filed for this number already and would choose “No”
The first question is whether you already have a name reserved. If so, you can select “Yes” and include the business name registration number. Otherwise click “No”. You do not have to reserve a name before forming the LLC.
Enter the name you want for the LLC. The name of the LLC has to differ from other entity names registered with the Secretary of State. You can also check on available LLC names in Washington before going through the filing process to be sure the one you want is available.
The name of the LLC must also include a designator at the end of the business name. A designator describes what type of business entity it is. Available designators include:
- Limited Liability Company
- Limited Liability
A comma may be used after the business name and before the designator. “Cowboy Cleaners LLC” and “Cowboy Cleaners, LLC” are both acceptable.
Enter the name along with the designator you would like to use in the “Submit a name for review” field and then click on “Look Up”. A list of names will be displayed. If the name you want is open, a message will appear that says it is your name available.
If the name you want to use is not available, a message will show up as “Not Available”.
A Registered Agent in Washington must be identified before forming an LLC. The Registered Agent can either be a resident of Washington (Non Commercial Registered Agent) or a Registered Agent Service (Commercial Registered Agent). The Registered Agent must have a physical address in the state (PO Boxes are not allowed) and act as a point of contact to receive legal documents, tax notices, summons, subpoenas, etc on behalf of the LLC.
The registered agent must also provide consent that they are the agent for this LLC. If you are going to be the Registered Agent, select the button stating “I am the Registered Agent” Your contact information will prefill the Registered Agent contact information. If another party is going to be the Registered Agent, select “I am not the Registered Agent” Be sure to have a signed consent form on file should the Secretary of State request it.
Even though the business owner can be the registered agent, their name and address become public record and with that comes a loss of privacy. This is more important for some entrepreneurs, especially when they are doing business from home.
Regardless of whether the Registered Agent is an individual or entity, be sure to fill out the name, email, street address and mailing address.
Certificate of Formation
If you have already filled out the Certificate of Formation it can be uploaded. Most filers have not and will select “No” and continue filling out the fields to complete it.
Most filers will skip this section unless they have additional rules for the operation of the LLC.
Street Address – In this section, enter the phone number and an email for the principal office. This does not have to be an official business email. Next enter the street address, city, state and zip code of the initial principal office. This address can be the physical address of the LLC or it can be the address where the business records are stored. You may not use a PO Box for the designated office.
Address Confidentiality Program – If you are a part of the Washington Address Confidentiality Program, you can check this box.
Mailing Address – If the mailing address and street address is the same, click on the “Same as Street Address” box. If mail should go to a different address than the street address, enter that address here.
In this section, you can indicate how long the LLC will remain in existence. Most LLCs will choose a Perpetual duration, however some businesses (usually investment related) will have a specific closure date.
If you want the LLC to start as soon as possible, “Date of Filing”. If you want the LLC to start later, enter a date less than 90 days in the future. The main reason for delaying the LLC start date is when the filing is being done close to the end of a calendar year and the business isn’t going to have any activity until the start of the year. By delaying until the following year they will reduce the number of end-of-year filings.
An LLC Executor (known as an Organizer in most states) is someone involved with the formation of the Certificate of Formation. The Executor may or may not become a member, such as a mentor, attorney or accountant, but any of the initial members can be listed as an executor. At least one person must be listed as an Executor.
If you are the Executor, check the box that says “I am an Executor” which will auto fill the name and address information. If, not enter that information in the following fields.
Governors refers to how the LLC is managed. Governors are LC Members or Managers and are typically going to be individuals.
At least one governor needs to be listed. Some filers will want to leave out most of the governors to protect their privacy. The downside is that it may be difficult to obtain signing authority from the bank for any governors that are not listed.
Nature of the Business
Here you are asked to provide some basic information about what the business does. Open the drop-down menu to look at the basic categories. If your business isn’t listed in any category, you can provide your own information in the box.
If you want to keep the business purpose more open-ended or not disclose what your business does, you can select “Any Lawful Purpose” from the drop-down menu.
Return Address for This Filing
Enter an email and mailing address for the Secretary of State to send the Certificate of Organization
Upload Additional Documents
If you have additional documents to upload, select “Yes”, otherwise select “No” and continue.
If you wish to receive all notifications from the Secretary of State for the LLC, like Annual Report reminders, check the box.
A person who is authorized to sign on behalf of the LLC has to acknowledge they are an authorized person and they agree that the information included in the Certificate of Formation is correct.
Review that all the information is correct. If there are no corrections, click “Add to Cart”
Pay and File
Pay and file the Certificate of Formation.
When filing online, assuming there are no errors, in approximately 2-3 days the LLC will be approved.
That concludes the basics of forming an LLC in Washington. Remember, even though you can do it yourself, there is more to an LLC than just the filing. If you have questions, work with an attorney or a specialized entity formation company such as IncFile or Swyft Filings to make sure everything is done correctly.
While not required, an Operating Agreement is recommended in many cases. An Operating Agreement is a legal document outlining the roles and responsibilities for the members of the LLC. Read more about when an LLC needs an Operating Agreement.
After filing the LLC, be sure to register for an Employer Identification Number (EIN) with the Internal Revenue Service (IRS). The EIN is basically a social security number for a business and will be needed before opening a business bank account. There is no cost to apply and it takes about 5 minutes to get. See how to apply for an EIN.
Last, before starting a business in Washington, you may still need to apply for business licenses, sales tax permits, self-employment taxes and more in Washington. See the Guide to Starting a Business in Washington for more information.