Washington LLC Formation

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Steven S.

Steven Stark

335 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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Richard G.

Richard Gora

180 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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Joshua G.

Joshua Garber

235 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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Daniel R. P.

Daniel R. Prince

Daniel Prince is an attorney based in Washington state who is licensed to practice in both Oregon and Washington. He counsels startups and he previously worked with law firms specialized in personal injury and employment law. Daniel received his J.D. from the University of Oregon School of Law and also holds a B.A., cum laude, from Ithaca College.
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Andrew O.

Andrew Ouimet

2 reviews
Andrew Ouimet is an attorney at law with more than five years of experience. He is licensed to practice law in both Idaho and Washington. Andrew holds a J.D. in law, which he obtained from the Gonzaga University School of Law. He primarily specializes in labor and employment law. Andrew is also skilled in dealing with legal matters that involve mergers and acquisitions. Since May 2013, Andrew has been serving as an outside counselor at Great American, LLC.
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Andre C.

Andre Castillo

2 reviews
If you want to get deals done, I'm your guy. Based in DC but connected to WA, I oversee M&A*, capital financing, and provide ongoing business and strategic consulting... read more
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Blake I.

Blake Ilstrup

Blake Illstrup is both a strategic advisor and a business attorney. He has 14 years’ experience and have represented large companies, including Amazon.com, Zipwhip and KINETA. Blake is licensed to practice law in Washington and holds a Juris Doctor degree in law, which he obtained after graduating from the University of California Hastings College of the Law. Blake is the executive vice present at KPI Therapeutics and also acts as a general counsel.
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Collin Roberts R.

Collin Roberts Roberts

Collin helps entrepreneurs and inventors turn their ideas into thriving businesses by helping them set up the business, draft contracts, and protect intellectual property. He works at InVigor Law Group where he advises clients on how to raise capital, negotiate deal terms, and structure investment funds. Collin loves working with people who love what they do.
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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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Robert E.

Robert Ellis

16 reviews
Robert has been an attorney for over 27 years and as a general counsel, he managed much of the activity of a successful Seattle-based wind energy company. He currently provides legal and consulting services to small and medium-sized businesses, particularly for green energy companies. During his career, Robert has spent time at sea as a ship’s officer.
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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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