Washington LLC Formation

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Steven S.

Steven Stark

360 reviews
For over 30 years, Steven Stark has offered counsel to non-profit organizations and private companies. He has a passion for helping small businesses in particular since he himself started several businesses of his own in New York and Florida. He understands the importance of small businesses having a reliable attorney to advise them about legal matters from their inception.
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Joshua G.

Joshua Garber

249 reviews
Representing notable clients like Tesla and the City of Los Angeles, Josh Garber excels at helping clients with employment and labor laws. Many of his past clients have had great success using Josh for employment agreements and Division of Labor Standards Enforcement (DLSE) hearings. With his practical advice, he has even helped clients avoid going to court.
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Richard G.

Richard Gora

185 reviews
Looking for an attorney with experience? Richard Gora is the exact attorney you want. Having defended over 100 cases both in state and federal courts and working with clients from around the globe, Richard has an array of different experiences. His services are wide-ranging and include business litigation, securities litigations, employment litigation, and business counsel. Prior to founding Gora LLC, he worked for Finn, Dixon & Herling LLP for eight years.
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Ryan C.

Ryan Carpenter

4 reviews
Ryan Carpenter serves as Attorney and Managing Director of Carpenter Wellington, and advises clients across multiple industries, on a range of corporate and commercial tran... read more
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Peter P.

Peter Parsons

8 reviews
Peter Parsons has more than 43 years’ experience and have a strong background in corporate law, securities, mergers and other business-related legal matters. Peter is licensed to practice law in Washington and received his law degree from the Duke University School of Law. Since 1988 to 2011, Peter was a partner at Davis Wright Tremaine. He then moved on to be the chief operating officer at Skycast Solutions and later became the chair of the World Financial Symposium.
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Marcus H.

Marcus Harjani

A graduate of Duke, USF, and Berkeley, Marcus has spent the past decade working at the intersection of law and technology advising growth stage companies, entreprenuers, an... read more
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Kasey B.

Kasey Burton

2 reviews
Kasey is an attorney with a broad range of experience--from business law to workers' compensation to family law. This adaptability has served my clients well, as has my ded... read more
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John G.

John Graham

A partner at Graham Lunderberg Peschel, John Graham is a graduate of Northwestern University where he earned his B.A. in just three years. He also attended Seattle University School of Law. He has been a member of the Washington State Bar since 1979. In the past, he has worked for the U.S. Attorney’s Office and the Office of Counsel for the U.S. Army Corps of Engineers.
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Michael W.

Michael Witt

9 reviews
Michael Witt is a privacy and information security attorney. He has over seven years of experience and is licensed to practice law in Washington. Michael received his legal degree from the Western Michigan University. He has represented numerous corporate clients, including Circor, Pomona College and Comerica Bank. Michael is exceptionally skilled in dealing with cases that involve labor and employment law, as well as mergers and acquisitions.
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Kishan N.

Kishan Nathwani

Kishan Nathwani is a business lawyer who was recently licensed to practice law in Washington. He has a Juris Doctorate degree in law, which he obtained after he graduated from the Seattle University School of Law. Kishan specializes in a wide variety of legal practice area, including intellectual property law, real estate transactions, securities and finances, and more. He has been serving as an associate at the Sophos Law Firm since March 2017.
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Why use UpCounsel to form your LLC in Washington?

Confused by complicated questionnaires and government forms? Want to get your questions answered by a real attorney? UpCounsel provides personalized legal services with experienced attorneys to help form your Washington LLC the right way.
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Why use UpCounsel to form an LLC in Washington

Starting an LLC in Washington with a business startup attorney on UpCounsel is easy, informative, and cost-effective. In just three simple steps, our LLC attorneys will help you protect your business and personal assets, and help you organize your business for state and federal compliance for limited liability companies.

When forming an LLC in Washington with UpCounsel, the attorney you choose to help you will conduct a business name search for your Washington LLC and assist you in preparing your LLC Operating Agreement, along with providing other legal services based on your needs. Once your Certificate of Formation have been prepared and successfully filed with the Washington Secretary of State, your Washington LLC has been formed and begins its existence as a corporate entity.

Requirements for Forming a Washington LLC

Choosing a Company Name for Your LLC

One of the first steps in the process of forming your Washington Limited Liability Company is to choose your business name.

The business name that you choose must contain the words "limited liability company" or the abbreviation "LLC" or "L.L.C." as the last words in the name of the limited liability company. The words "limited" and "company" may be abbreviated to "Ltd." and "Co.," respectively. Your LLC name may contain the name of one or more members.

It must be distinguishable (not the same as or deceptively similar to) the name of any Washington Limited Liability Company or foreign LLC reserved or registered.

By using UpCounsel, you can choose several business names in order of preference. Your attorney of choice can then conduct a name check for your Washington Limited Liability Company before filing to see which names are available. Once you have chosen an available name, your chosen LLC attorney can help you properly register your name with the State of Washington.

Certificate of Formation: When forming an LLC in Washington, the Certificate of Formation must be filed with the Washington Secretary of State. Washington state law requires that certain information be included in your Certificate of Formation when forming your Washington LLC.

This information mustinclude:

  1. The LLC's name and address.
  2. The LLC's registered agent's name, address, and signature.
  3. The LLC's effective date of formation.
  4. The LLC's duration (either infinite or for a finite term).
  5. Whether the LLC is run by managers or members.

Additionally, a Washington LLC formation generally requires inclusion and/or consideration of the following:

LLC Operating Agreement: Although the LLC operating agreement is not required with the Certificate of Formation, it is a good idea for every LLC with more than one member to have one. The Certificate of Formation may contain restrictions or prohibitions on the power of the members to adopt, amend, or repeal an operating agreement.

Membership: A LLC must have one or more members.

Eligibility Requirements: A natural person or an entity.

Procedure for Membership: The member may acquire an interest in the LLC directly from the limited liability company at the time of formation and, after formation, at the time provided in and upon compliance with the Certificate of Formation or the operating agreement or, if not provided, only upon the vote of a majority in interest of the LLC members, excluding the vote of the person acquiring the membership interest, and only when the person becomes a party to the LLC's operating agreement.

Business Licenses: Business licenses and/or permits are required for most businesses. Contact the Washington Secretary of State for specific licenses.

Resident Agent needed for a Washington LLC

Remember every Washington LLC must have a registered agent in Washington, which is the person or office designated to receive official state correspondence and notice if the company is "served" with a lawsuit. The statutory agent may be a Washington resident; or LLC or corporation authorized to do business in Washington. The registered agent must have a physical Washington street address.

Washington Secretary of State

Once you create an LLC in Washington, the Washington Secretary of State will require that certain recurring responsibilities and duties be fulfilled. The most important of these are explained below.

For further information, contact the Washington Secretary of State.

Recurring Responsibilities and Duties for Washington LLCs

Annual Report: Each limited liability company shall provide an annual report to the Washington Secretary of State regarding its financial condition to each of its members. The fee for filing is $71.

Records: Each Washington LLC must keep complete corporate records open to inspection at its principal office. For a detailed list of records required, please contact the Washington Secretary of State.

Filing Fees for a Washington LLC

The processing fee for the Certificate of Formation is generally about $180 but may be expedited online for additional fees. Also, the general fees for filing and reserving a LLC's name is $30. These fees can change so it would be best to check with the Washington Secretary of State on what the latest fees are. You may pay these fees in many different forms including cash, check, money orders, or debit and credit cards.

Taxes for a Washington LLC

A Washington LLC is not required to be a separate tax entity like a corporation; instead, it can be considered a "pass-through entity," so that the owners of the LLC report business losses or profits on their personal tax returns, just like in a partnership.

Washington state law follows federal law for income tax purposes, and will also require a state tax identification number.

Federal Income Tax: Unless you elect to tax the limited liability company as a corporation, the IRS will treat a single-member LLC in Washington as a sole proprietorship for tax purposes. This means that the LLC itself does not have to pay taxes or file a tax return. Unless you elect to tax the Limited Liability Company as a corporation, the IRS treats multi-member LLCs as partnerships for tax purposes. This means that LLC owners will each need to pay taxes on their lawful share of the profits on their personal income tax returns, not just on the LLC itself.

Federal Tax Identification Number: Your LLC will need to obtain a federal tax identification number, which is also known as an Employment Identification Number (EIN). An EIN is similar to an individual's social security number. You will need an EIN for your LLC as long as there is one member, even if the LLC does not have employees. For certain tax filing requirements the attorney you choose on UpCounsel can help prepare your Federal Tax ID Application, if you have not done so already.

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