What Are LLC Articles of Organization Washington State?
For LLC Articles of Organization, Washington state has certain requirements that must be followed.3 min read
2. Appoint a Registered Agent
3. Prepare and File a Certificate of Formation
4. Prepare an Operating Agreement
5. Obtain an EIN
6. File a Business License Application
7. File Your Annual Report
Updated November 17, 2020:
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.
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.
Prepare and File a Certificate of Formation
- 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.
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.
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.
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.
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.
If you need help with LLC Articles of Organization in Washington State, you can post your job on UpCounsel's marketplace. UpCounsel accepts only the top 5 percent of lawyers to its site. Lawyers on UpCounsel come from law schools such as Harvard Law and Yale Law and average 14 years of legal experience, including work with or on behalf of companies like Google, Menlo Ventures, and Airbnb.