How To Fill Out The Washington Certificate of Formation
Starting a business in Washington state has the potential to be a rewarding experience, but before you can get your doors open, it’s important that all the necessary paperwork is taken care of. If you are planning to start an LLC, one important document is the Washington Certificate of Formation.
If you are interested in forming your Washington Limited Liability Company without an attorney, I’ll walk through the steps of filling out the Certificate of Formation yourself and answer common questions along the way!
Zenbusiness and IncFile are running a special where you only pay state fees for your LLC formation!
Steps To Fill Out The Washington LLC 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. This can be done through the Washington Secretary of State’s website or by filling out the paper Certificate of Formation Form.
Since online filing is the fastest, I’ll show you how to file online. To get started, visit the Secretary of State’s website and create an account.
Once logged in, click on “Create or Register a Business.”
Then, “I would like to form a Washington State business,” followed by the type of entity you want to create. In this example, I’ll show how to form a Limited Liability Company.
You may notice another LLC, called a Professional Limited Liability Company (PLLC). Businesses that require occupational licensing in Washington, such as accountants, architects, veterinarians, etc., can register for a Professional Limited Liability Company (PLLC) instead of an LLC. Filing for a PLLC is very similar to that of an LLC.
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 yet, and if so, would choose “No.”
Step 2: Pick a Name for the LLC
The next step is to pick a business name. If you already reserved a name (optional), you can click on the “Yes” box, or leave it as “No.”
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 entering a name in the field and clicking “Look Up.”
The name of the LLC will also need to include one of the following entity identifiers at the end of the business name:
– Limited Liability Company
– Limited Liability
– L.L.C.
– LLC
Step 3: 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.
If you will act as the Registered Agent, you will select the answer “I am the Registered Agent. Use my Contact Information.” If not, select the following field saying that you are not the registered agent and fill in the registered agent information below.
If someone other than the owner will be the registered agent, the agent must sign a document stating they acknowledge they will serve as the LLC’s agent.
Step 4: Certificate of Formation
Next, you are asked if you have a prepared Certificate of Formation that you would like to upload. Most individuals won’t have one to upload and will continue filling this document online
Step 5: Other Provisions
In step 6, list any provisions to include in the formation. If there are additional items you wish to include regarding the governance of the LLC (not common), attach them in this section.
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: 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, enter the close date. This is more common for investment-related entities.
Step 8: 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 9: Include the Executor’s Information
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 an LLC member, such as a mentor, attorney, or accountant, but any LLC initial member can be listed as an executor. At least one person must be listed as an Executor.
Step 10: Include the Governor’s Information
A Governor refers to the members or managers of an LLC.
At least one governor needs to be listed. Some filers will want to leave out 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.
Step 11: Describe the 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 type in detailed 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.
Step 12: Include a Return Address
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 13: Upload Any Additional Documents
If there are any additional documents to include along with the Certificate of Formation (optional), upload them here.
Step 14: Email Opt-In
You can elect to receive notifications via email rather than paper mail. If you choose email, be sure it is one you check often as the annual report reminder will be sent to this address.
Step 15: Authorized Signature
Tn authorized member (who is usually also the Executor) will sign stating the information is correct.
Step 16: File the Certificate of Formation
Last, you will review the information provided to ensure it is correct, pay, and file the Certificate of Formation with the Secretary of State!
Step 17: 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.
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Washington LLC FAQs
How much does it cost to form an LLC in Washington?
The state filing fee to start an LLC in Washington is $200.
How long does it take to get an LLC approved in Washington state?
It normally takes 2-3 business days to form an LLC in Washington when filing online or up to two weeks when filing by mail.
Should I use an LLC formation service or do it myself?
Two of my top formation companies have a special offer where you can get your LLC formed without paying any additional fees (state fees still apply). Check out Zenbusiness and IncFile to learn more.
Who can be a registered agent in Washington state?
Anyone can be a registered agent provided they will generally be at a listed physical address in the state during normal business hours.
Does Washington require an LLC to have an operating agreement?
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.
What business licenses and permits are needed in Washington?
The requirements for business licenses and registrations in Washington vary depending on what the business does and where it’s located.
Here is a list of common business licenses in Washington.
Do Washington LLCs need an EIN?
Only Washington LLCs that either have more than one member, will hire employees, or elect to be taxed as a partnership or corporation are required to get an Employer Identification Number (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).
If the LLC isn’t required to get an EIN (though you can still get one), the LLC will use the social security number of the business owner.
Related: How to Apply for an EIN
