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The Limited Liability Company (LLC) is a popular business entity choice structure for many businesses starting in Washington 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.

Related: How Does an LLC Protect You?

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 is fairly straightforward, but it’s nice to have some support in case you have questions or get stuck.  IncFile and Inc Authority provide LLC formation guidance for only the cost of the state fees!

Related: Should you use a Formation Service, Hire an Attorney or Do it Yourself?

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.

 

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.

How to Form an LLC in Washington

  • 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”

Create a Business in Washington State

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 Number

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”

Business Name

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
  • L.L.C.
  • LLC

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”.

Before settling on a name, you may want to do a domain name search to try and match your business name and website address.

Register a Name for Washington LLC

Registered Agent

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 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.

Washington LLC Registered Agent

Regardless of whether the Registered Agent is an individual or entity, be sure to fill out the name, email, street address and mailing address.

WA Registered Agent 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.

Other Provisions

Most filers will skip this section unless they have additional rules for the operation of the LLC.

 

Principal Office

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.

Principal Office Washington LLC

Duration

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.

WA LLC Duration

Effective 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.

Washington LLC Effective Date

Executor

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.

Washington LLC Executor

Governors

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.

WA LLC Governor

 

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.

Washington LLC Business Purpose

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.

 

Email Opt-In

If you wish to receive all notifications from the Secretary of State for the LLC, like Annual Report reminders, check the box.

 

Authorized Person

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

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.

Tasks After Forming Your LLC

Once the LLC has been formed, there are a few additional steps to take care of. Below is a list of the most common tasks.

Prepare an Operating Agreement

The operating agreement is a document that governs the framework of an LLC.  This document covers items like ownership rights, member responsibilities, how profits and losses are distributed and more.

Most states do not require an LLC to have an operating agreement but it is still worth considering. Without an operating agreement:

  • The LLC could be subject to generic state rules that may be detrimental in the event of a lawsuit
  • Member’s personal liability protection may be diminished
  • Members may not have a full understanding of their roles and responsibilities which could lead to costly disputes in the future

Related: Washington operating agreement template

Obtain an EIN

The EIN or Employer Identification Number is a unique 9-digit number for a business. Similar to a social security number for an individual, the EIN identifies business entities for tax purposes.  

The EIN will be needed in order to open a bank account, register for business licenses and permits, file tax returns, pay payroll taxes and more. 

Related: How to Apply for an EIN

Open an LLC Bank Account

Opening a bank account for your LLC is important for liability protection as the account separates the business’s funds from the member’s personal funds.

Several documents will be needed to open a business bank account such as:

  • A banking resolution is a document that authorizes the members to open a business bank account on behalf of the LLC.
  • Copies of the original formation paperwork from the state showing the creation of the LLC.
  • Driver’s licenses of the members.
  • Depending on the age of the LLC, a Washington Certificate of Good Standing may be needed to prove the LLC is active and in good standing with the state.

Related: How to Open a Business Bank Account for your LLC 

Apply for Business Licenses and Permits

Depending on what your business does and where it is located, there will likely be a variety of business licenses and permits to register for before starting. Some common registrations include:

  • Business License – Most businesses in Washington will need a state business licence in addition to some cities before starting. In some cases, even home-based businesses must have licensing in order to legally operate. 
  • Professional License – Certain services such as barbershops, accountants, salons and others must be licensed.
  • Sales Tax Registration – In order to sell products and certain services, registration with the Washington Department of Revenue will be necessary.

Related: What Business Licenses are Needed in Washington?

File Annual Reports

LLCs are required to file an annual report with the Washington Secretary of State.  The annual report updates ownership information and other details.

Related: How to File a Washington LLC Annual Report