How To Fill Out The Washington Certificate of Formation
The Washington Certificate of Formation is the official document filed with the Washington Secretary of State, Corporations & Charities Division to establish a Limited Liability Company (LLC). After the filing is approved by the state, the business can officially begin operating and register for the necessary business licenses and permits.
To form a Washington State LLC, you will need to submit the completed Washington LLC Certificate of Formation form to the Washington Secretary of State. The form can be completed and sent by mail or filed online.
IncFile is currently running a special where you only pay state fees for your LLC formation!
Let’s go over how to fill out the LLC Certificate of Formation in Washington. To get started, visit the Washington Secretary of State’s website and download the form.
Step 1: Indicate the Entity’s 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 this number already and if so would choose “No.”
Step 2: Pick a Name for the LLC
The first step in filling out the Washington Operating Agreement is to pick a business name.
There are a few requirements when choosing a Washington LLC name.
1. The name of your LLC must not be too similar to the name of another business entity already registered with the state of Washington. You can verify name availability by doing a Washington LLC name search with the Washington Secretary of State to be sure the LLC name is available.
2. The name of the LLC must include one of the following entity identifiers at the end of the business name:
– Limited Liability Company
– Limited Liability
– L.L.C.
– LLC
Enter the LLC name including the identifier to continue. If you choose a name that is taken, the Washington State Secretary of State will return your application.
If you have a name already reserved from filing the Name Reservation (optional), enter the reservation number.
Step 3: Indicate the Period of Duration
The Period of Duration refers to the length of time the LLC is to exist.
Most LLCs will be perpetual as there isn’t a set end date in mind for the business. However, if there is a predetermined date the LLC will close, check the box and enter the date. This is more common for investment-related entities.
Step 4: Choose an Effective Date
The Articles of Organization provide an option to choose an effective start day up to 90 days in the future.
Some will delay the effective date (starting date) of the LLC if they aren’t ready to start the business, but want the filing out of the way or if they are close to the end of a calendar year and won’t have any business activity until the following year.
Select either the date of filing or choose a start date.
Step 5: Appoint a Registered Agent
One requirement to have an LLC in Washington is to appoint a Washington Registered Agent. The Registered Agent is a party that is physically located in the state of Washington that will receive important notices and service of process (which means to accept papers that start a lawsuit) on behalf of the LLC.
Provided the LLC member lives in the state of Washington and is generally available during business hours, they may act as the Registered Agent. Additionally, any adult resident of the state, attorney or accountant in the state, or a Commercial Registered Agent Service can also act as the LLC’s Agent.
Related: Should you be the Registered Agent?
The Registered Agent will need to sign acknowledging they will serve as the LLC’s agent
Step 6: Provide the Address for the Principal Office
The address of the Principal Office may be, but is not required to be, the actual place of the business. It can also be the main location where the business records are kept.
A physical address in the state of Washington must be used for the Principal Office as P.O. Boxes are not acceptable.
A separate mailing address from the Principal Office can optionally be included for the LLC. This is the address the Secretary of State could use to send correspondence.
A PO Box can be used for the mailing address.
A phone number and email can optionally be included as well. Listing an email address is recommended as it provides an additional way for the Secretary of State to contact you regarding important notices, such as the annual report filing.
Step 7: Include a Return Address for the Filing
This is an optional section the Secretary of State will use to return the official Certificate of Formation.
By default, the certificate will be sent to the Registered Agent.
Step 8: File the Certificate of Formation
The Executor of the LLC will review the Certificate of Formation to ensure they are correct and sign the document.
The Executor is someone who is involved with the LLC formation. The Executor may or may not be a member, such as a mentor, attorney, or accountant, but any of the initial member(s) could be listed as an Executor.
The completed Certificate of Formation and state filing fee will be sent to:
Secretary of State
You’ve filed your Washington LLC Certificate of Formation! Now what?
After the LLC is officially filed with the Washington Secretary of State, there are a few additional things to follow up on. Below is a list of some of the tasks to consider.
File the Initial Report
Within 120 days of forming your LLC in Washington, an Initial Report is due. The Initial Report is similar to the Annual Report that will be filed every year.
Prepare a Washington LLC Operating Agreement
The operating agreement is an internal document that covers items like ownership rights, profit and loss distribution, member responsibilities, and more.
Washington Statute, RCW 25.15.018, states that an LLC Operating Agreement is optional. Despite the Operating Agreement not being required, it is recommended to have one as it can help to prevent disputes among members and protect the LLC’s legal status.
Related: How to Create a Washington Operating Agreement
Obtain an EIN
The EIN or Employer Identification Number (also called a Federal Employer Identification Number or FEIN) is a unique 9-digit tax identification number that is assigned by the Internal Revenue Service (IRS).
The EIN will be needed before filing business tax returns, opening a bank account, hiring employees, registering for business licenses and permits, and more.
Related: How to Apply for an EIN
