Key Takeaways

  • The Articles of Organization in Washington State (also known as a Certificate of Formation) officially establishes an LLC with the Secretary of State.
  • Washington LLCs must include essential details such as the company name, principal office address, registered agent, and management structure.
  • Filings can be done online for $200 or by mail for $180, with faster processing for online submissions.
  • LLCs must obtain an EIN, file a Business License Application, and submit an Annual Report each year.
  • Washington also requires compliance with local business license requirements and renewal deadlines.
  • An Operating Agreement is not required but is strongly recommended to define ownership and management roles.

For LLC Articles of Organization, Washington state has certain requirements that must be followed. The Articles of Organization for an LLC in Washington is a legal document required to create a business entity that is authorized to conduct business in the state.

Choosing a Name for Your LLC

When choosing your business name, select a name that clients can easily find while searching. Your LLC is required by Washington law to include "Limited Liability Company" — or a variation such as "Limited Liability Co.," "LLC," or "L.L.C." — in its name.

Additional paperwork is required if you want to use restricted words such as "university," "bank," or "attorney." A licensed individual (e.g., a doctor or lawyer) may be required to be part of the LLC. Words that could confuse your LLC with a state or federal agency, such as "treasury" or "FBI," are prohibited.

Your business name needs to be unique compared to the names of other businesses on file. Do a name search to make sure your chosen name is not already in use. File a Name Reservation with the Washington Secretary of State to receive a 180-day reservation. This can be filed via mail and costs $30.

Business Name Search and Reservation in Washington

Before filing your Articles of Organization in Washington State, ensure your desired business name is available. Use the Washington Secretary of State’s Corporations and Charities Filing System (CCFS) to perform a name search. Your LLC’s name must be distinguishable from existing registered entities and include an LLC designator such as “Limited Liability Company” or “LLC.”If you wish to hold a name before filing, you can submit a Name Reservation request for $30, securing it for 180 days. Businesses should also check for trademark conflicts with the U.S. Patent and Trademark Office (USPTO) or the Washington State Department of Revenue to avoid future legal disputes.

Appoint a Registered Agent

Your Washington LLC needs to have an agent for service of process in Washington. Your agent must be a business authorized in Washington or individual who resides in Washington; as the registered agent, this person or business will handle legal paperwork on behalf of your LLC. Your registered agent needs to have a physical address in the state.

Registered Agent Requirements in Washington

Your LLC’s registered agent serves as the point of contact for legal and tax correspondence. In Washington, the registered agent must:

  • Be an individual resident or a business entity authorized to operate in the state.
  • Have a physical address in Washington (P.O. boxes are not accepted).
  • Be available during normal business hours to receive legal notices, including service of process.

Business owners can appoint themselves or hire a professional registered agent service to ensure continuous compliance, especially if they do not maintain a permanent Washington address.

Prepare and File a Certificate of Formation

File a Certificate of Formation to register your LLC in Washington. Your Certificate of Formation needs to include the following:

  • The name of your LLC
  • Your LLC's address
  • The registered agent's name an address
  • The address for your principal place of business
  • A dissolution date, if that applies to your LLC
  • A statement regarding the management of your LLC
  • Names and addresses for the organizers of the Certificate
  • Fee payment

By default, Washington LLCs are managed by all members. You can change this on your Certificate of Formation when asked if the management of your LLC is vested in one or more managers. You can file the Certificate online for $200 or by mail for $180.

What to Include in Your Washington Certificate of Formation

The Certificate of Formation is Washington’s equivalent to the Articles of Organization and must include:

  • LLC name (meeting state naming requirements)
  • Registered agent name and address
  • Principal office address
  • Duration of the LLC, if not perpetual
  • Management structure (member-managed or manager-managed)
  • Effective date of formation (optional)
  • Executor’s name and signature

Filings can be submitted online through the Secretary of State’s website or by mail. Online filings are generally processed within 2–5 business days, while mailed filings can take up to two weeks. The fee is $200 online or $180 by mail, payable to the Washington Secretary of State. Once approved, your LLC is officially recognized as a legal business entity in the state.

Prepare an Operating Agreement

If you have more than one member in your LLC, you should have an operating agreement; however, the state of Washington does not require LLCs to file an operating agreement. In your operating agreement, consider including information about meeting conduct, company management, required capital contributions, and allocation of profits and losses.

Importance of an LLC Operating Agreement

While not filed with the state, an Operating Agreement is a vital internal document that clarifies ownership, management responsibilities, and operational procedures. In Washington, having this agreement can help:

  • Protect limited liability status by demonstrating separation between members and the business.
  • Prevent disputes by clearly defining voting rights, member duties, and profit distribution.
  • Provide continuity in case of a member’s departure or dissolution of the LLC.

Even single-member LLCs benefit from having an Operating Agreement, as it helps establish credibility and can simplify dealings with banks and investors.

Obtain an EIN

An Employer Identification Number, also called an EIN or Federal Tax Identification Number, identifies a business. It is required to file taxes. Banks may also require an EIN to open a business account. LLCs need an EIN if they will have more than one member. If your LLC has only one member, you an EIN only if you plan to have employees or if you want to be taxed like a corporation. Obtain an EIN from the IRS for free. Apply online or by mail.

Federal and State Tax Registration Requirements

After obtaining your Employer Identification Number (EIN) from the IRS, you may also need to register for Washington State tax accounts. The Department of Revenue requires registration if your LLC will collect sales tax, hire employees, or conduct business under certain regulated industries.You can register these accounts at the same time you file your Business License Application. Maintaining proper tax registration ensures compliance with Washington’s Business and Occupation (B&O) Tax and other local obligations.

File a Business License Application

Washington's Business License Application can be filed online, by mail, or in person at a business licensing office. There is a $15 processing fee, plus a $5 fee to register a trade name. When filing your Business License Application, you will get a Unified Business Identifier, or UBI, and a Washington business license.

If you want to operate under a name different from the one listed in your Certificate of Formation, register a trade name on your Business License Application. Set up an employment account on your Business License Application if you plan to have employees in Washington in the next 90 days. Additional licensing requirements can be found at your local city clerk's office.

Additional State and Local Licensing Obligations

When filing the Business License Application, your LLC will receive a Unified Business Identifier (UBI), which serves as your state business identification number. Many cities and counties in Washington—such as Seattle, Tacoma, and Spokane—require local business licenses or permits in addition to state registration.Some industries, including health care, construction, and food services, require specialized professional or regulatory licenses. Review city or county websites and the Department of Licensing’s Business Licensing Wizard to identify additional requirements relevant to your business activities.

File Your Annual Report

Filing an annual report, or annual renewal, with the Secretary of State is required for Washington and foreign LLCs. 120 days from the date you created your LLC, your annual report is due. After that, annual report deadlines will be decided by the Secretary of State. Approximately 45 days before the deadline, the Secretary of State will send your registered agent a renewal notice. Your Annual Report can be filed for $60 by paper or online.

Maintaining Compliance After Formation

Every Washington LLC must file an Annual Report with the Secretary of State to remain in good standing. The report updates information such as your registered agent, principal address, and ownership details.

  • Fee: $60
  • Due date: Within 120 days after formation and every year thereafter
  • Filing method: Online via the Secretary of State’s website
    Failure to file may result in administrative dissolution and loss of legal standing. To stay compliant, consider setting calendar reminders or using automated filing services.

Frequently Asked Questions

1. What are the Articles of Organization in Washington State?

They are the official documents filed with the Secretary of State to legally form a Limited Liability Company (LLC) in Washington.

2. How much does it cost to file the Articles of Organization in Washington State?

The filing fee is $200 online or $180 by mail, payable to the Washington Secretary of State.

3. How long does it take to process the Articles of Organization?

Online submissions typically take 2–5 business days, while mailed filings may take up to two weeks.

4. Do I need an Operating Agreement for my Washington LLC?

It’s not legally required but is highly recommended to outline ownership, management duties, and member rights.

5. What happens if I don’t file my Annual Report?

Failure to file may lead to late fees, administrative dissolution, and loss of liability protection.

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