How to Form an LLC in Washington in 8 Steps
Forming a limited liability company (LLC) in Washington involves several critical steps such as naming your LLC, appointing a registered agent, filing a certificate of formation with the state, applying for an EIN, and registering for business and tax accounts.
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A limited liability company (LLC) is a business entity that many small businesses choose as a way to organize themselves when they are just getting started. To start your LLC in Washington, here is a step-by-step guide on creating a fully operational Washington State LLC.
8 Steps to Forming an LLC in Washington
Name Your LLC
Start an LLC by creating a legally proper LLC name and then protecting it. This process can be complex and time-consuming, but you need it to operate legally in Washington State.
The first thing you have to do is create a great business name. Washington State law, RCW §23.95.305, requires that the LLC’s name is unique and different from any other company’s name.
So, your first task as a new business owner will be to search the Secretary of State Business Center name availability search page to ensure that your chosen name is available for an existing business. This search is just a preliminary step to LLC formation. You still need to go through the registration process to get your name approved by the state.
Under RCW §23.95.305, the name you will submit to the Secretary of State must contain “Limited Liability Company” or one of the following abbreviations:
- L.L.C.
- LLC
The name of the LLC cannot use any variation of the word “corporation.” It cannot use obscene language or claim a profession or business affiliation that does not exist. It cannot use any suffix that makes it look like it is in the banking or lending business.
Washington allows you to reserve your business name through the Washington State Business Express website. Under RCW §23.95.310, this reservation lasts for 180 days. Your name reservation does not guarantee your name’s approval, but it keeps anyone else from using it for that time.
Get a Registered Agent
Washington requires under RCW §23.95.415 an LLC to have a registered agent for service of process before formally filing with the state. A registered agent receives process (legal documents) for the LLC. A Washington registered agent can be an individual or a company (domestic or foreign) but must have a physical Washington state street address. A P.O. Box address is not sufficient.
Entrepreneurs will often choose a professional registered agent service or a company lawyer to serve as the agent. A Washington LLC can only have one registered agent; the business itself cannot act as its own agent.
File Your Certificate of Formation
You are now ready to compose and register your LLC certificate of formation with the Washington State Office of the Secretary of State. You can file the certificate online or print it out and mail it in.
Under RCW §25.15.071, your Washington LLC certificate of formation must contain the following:
- LLC name, principal office address, and contact information
- Name and physical address of the registered agent
- Dissolution date (if any)
- Signature of executor
You can also include:
- Nature of the business
- The effective date of the LLC’s formation
- Duration of the LLC
- Organizer
- Governor
There is a filing fee of $200 ($180 filing fee plus an additional $20 fee for filing online)
The normal processing time is two business days.
After filing, your LLC will receive a Washington State Unified Business Identifier (UBI). You will use this number when communicating with all state agencies.
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Draft an Operating Agreement
An LLC operating agreement is not required under Washington state law but a good idea to keep everybody’s interests clear.
A Washington limited liability operating agreement can contain the following points:
- Percentage of members’ ownership
- Voting rights and responsibilities
- Powers and duties of members and managers
- Distribution of profits and losses
- Holding meetings
- Buyout and buy-sell rules (procedures for transferring interest or upon death of a member)
- Dissolution procedures
An LLC may be managed by the members (member-managed) or hire an outside manager (manager-managed).
Get an EIN
For tax purposes, you should file to receive a Federal Employer Identification Number (EIN) from the Internal Revenue Service (IRS) on the IRS website if you will have employees. This is like having a Social Security number to identify your business. You must also apply for your EIN if the LLC has more than one member. You will be subject to all federal tax-withholding rules. Some banks may require an EIN if you plan on opening a business bank account for your LLC.
Set Up Business and Tax Accounts
You will have a number of state and federal requirements for your new LLC after you file with the state. You will be subject to both federal withholding tax if you have employees and business income taxation, sales tax, business licenses and fees.
File Initial Report
You must file an initial report for your LLC with the Secretary of State within 120 days of formation. The report asks for basic information about your LLC. The filing fee is $10.
Check for Additional Federal or State Requirements
Check state and federal websites to determine if there are any specific rules for your business. For example, some LLCs may have to file a Beneficial Ownership Information Report (BOIR) with FinCEN. Under current law, LLCs created in the United States are “domestic reporting companies” and are exempt from the BOIR requirement.
However, laws may change, so stay up to date with state and federal requirements.
Business and Tax Requirements in Washington
After forming your LLC, register your business with the Washington State Department of Revenue. Your LLC should file for a business license if you hire employees, sell a product, and collect sales tax, have a gross income of $12,000 or higher, among other things.
You can file it online, by mail, or in person. The initial state fee for a business license is $50. You must pay a $5 fee each year you renew your license. You may also have to obtain local permits and licenses.
Your LLC might need a Washington State UBI if you want to hire employees, open a bank account, or file taxes. Once you register your LLC with the Secretary of State, you can get the state UBI number. Washington does not have a corporate or personal income tax, but your LLC could still be subject to other state taxes.
State Business Tax
Washington does not have a corporate income tax. However, they do have a business and occupation tax for LLCs. The B&O tax is 1.5% of gross receipts from business activities.
State Employer Tax
Your LLC will be subject to state rules if it has employees—even if the employees are also members. You must report new hires within 20 days of employment to the Washington State Division of Child Support. Along with withholding taxes, you may have to pay unemployment insurance or carry workers’ compensation insurance.
Sales and Use Taxes
If you sell goods in Washington, you may need to register for a seller’s permit to charge sales tax to your customers and remit it to the state. The state sales tax is 6.5%. However, the city or town where you operate your LLC may require an additional local sales tax.
Business Licenses and Permits
The state has a business license, as detailed above. The initial registration is $50, and the annual renewal is $5. You should also check with the Washington State Licensing Department or specific regulations on the type of businesses.
Registration in Other States
If you want to operate your LLC in another state, you must register your LLC to do business in that state as a foreign LLC and pay their state fees. You may need to show a certificate of good standing for your LLC (called a certificate of existence in Washington State) issued by the Secretary of State. You may also have to set up tax and employer accounts in that state.
Annual Requirements in Washington
After the Secretary of State accepts the LLC, you must file an initial report within 120 days of formation. Each year after that, you should file LLC annual reports online or by mail with the Secretary of State each year you want to do business in the state. The filing fee is $70.
Washington LLC Formation FAQs
The online filing fee for a certificate of formation is $200. If you file by mail or submit the certificate of formation in person, the filing fee is $180.
There are different types of LLCs in Washington State. Make sure that the business structure is right for your business.
Single-member LLC. Single-member LLCs are owned and managed by one member. They resemble sole proprietorships for federal tax purposes. The member is responsible for managing the business.
Multi-member LLC. Multi-member LLCs have two or more members or managers. They resemble partnerships for federal tax purposes. The members or managers retain limited liability and can shield their personal assets from the business’s liability. It is often a good idea to have an operating agreement for a multi-member LLC.
Professional LLC. Washington State law allows for professional LLCs (PLLC), comprised of licensed professionals as members to render professional services. The suffix must be "Professional Limited Liability Company," Professional Limited Liability Co.," P.L.L.C.," or "PLLC." Note that dentists have a different set of rules.
Yes. When you create and register your LLC in Washington State, you must also file a certificate of formation with the Washington State Secretary of State. You can file online or by mail. The fee for filing online is $200 ($180 to file by mail or in person). This certificate proves your LLC’s existence in Washington State and may be needed when opening a business bank account or applying for a permit.
A certificate of existence verifies your business is legal and continues to comply with state requirements. Other states call a certificate of existence a "certificate of good standing." Your LLC is not legally required to obtain a certificate of existence in Washington State. However, in some situations, you may need one when applying for a bank loan or registering as a foreign LLC in another state. You can obtain a certificate of existence online or by mail. The fee is $20.
There are not many formation requirements in Washington State, but you do need the following:
- An acceptable LLC business name with an LLC designator such as "Limited Liability Company," "Limited Liability Co.," "L.L.C., "or "LLC"
- A registered agent with a physical address within the state
- Completed certificate of formation
- Payment of filing fee
Your LLC must file an initial report with the Secretary of State within 120 days of its effective formation date. Each year your LLC wants to do business in the state, you must file an annual report and pay the required fee.
The following are the advantages of forming an LLC in Washington State:
- Limited personal liability for members for business debts and lawsuits
- Fewer reporting and recordkeeping requirements than other kinds of entities, including corporations
- Avoiding the double taxation—business and personal—of corporations if taxed as a pass-through entity
Each year your LLC is registered in Washington, you must file an annual report and pay the required $70 state fee.
No. The certificate of formation is the initial document you file with the Secretary of State to register your LLC. A certificate of formation is a document of public record. An operating agreement, however, is an internal company document. It’s a written agreement between the members of the LLC and usually includes provisions about the roles, rights, and responsibilities of each member or manager. An operating agreement is not legally required, but it’s a good idea to have one.
Yes. If your LLC is doing business under a different name, you can apply for a trade name or DBA with the Washington State Department of Revenue. Do a name search using the government agency’s business lookup online tool to ensure the trade name is available. The registration fee is $5 per application.
It depends. Your LLC may need to submit a business license application with the Department of Revenue. You may also be subject to local permits and licenses. To learn more, visit the Washington State Department of Revenue website.
Yes. You can apply to register your Washington State LLC online with the Washington Corporations and Charities Filing System. Too busy or want someone else to handle your LLC’s registration? You can also use a business formation service company to apply for an LLC in Washington.
The Washington State Secretary of State’s physical/overnight address is:
Corporations & Charities Division
801 Capitol Way S
Olympia, WA 98501-1226
The Washington State Secretary of State’s mailing address is:
Corporations & Charities Division
PO Box 40234
Olympia, WA 98504-0234
Yes. Each LLC is required to have a registered agent. The registered agent must maintain a street address in Washington State for service of process, notice, or demand. To ensure you receive all services of process, protect your privacy, and keep your LLC compliant, you can use a registered agent service.
A domestic LLC in Washington is an LLC formed in its home state of Washington. A foreign LLC is an LLC created under the laws of another state or jurisdiction.
To register your Washington LLC in another state, you will likely need to register as a foreign LLC in that state or jurisdiction. Complete their application, pay the fee and include your Washington State certificate of existence to confirm your LLC is in good standing. The certificate of existence costs $20 and you can order it online from the Secretary of State. You will first want to check the availability of your LLC name in the new jurisdiction to see if you can use it or if you need to register a DBA (doing business as) or trade name.
Any foreign (out-of-state) LLC that wants to do business in Washington State must register online as a foreign LLC with the Secretary of State. There is a $200 online filing fee (or a $180 fee to file by mail). A certificate of good standing/existence from the LLC’s home state is also required.
To dissolve an LLC in Washington, you must do the following:
- Follow any dissolution procedures in your operating agreement (if you have one).
- Close any business accounts and settle any outstanding taxes.
- File a certificate of dissolution with the Secretary of State.
An authorized person must sign the certificate of dissolution and include the LLC’s UBI number. There is no fee for a certificate of dissolution.
Foreign LLCs in Washington State must instead file a statement of withdrawal of foreign registration.
Not in Washington. Only some states allow anonymous LLCs. An anonymous LLC is appealing because it’s a way to protect your identity when forming your business. An anonymous LLC allows you to run your business without making your name and personal information available to the public. If you want to retain confidentiality, privacy, and protection, consider using a registered agent service for your business.
Disclaimer: The information presented here does not constitute legal advice or representation. It is general and educational in nature, may not reflect all recent legal developments, and may not apply to your unique facts and circumstances. Consider consulting with a qualified business attorney if you have legal questions.
How to Start an LLC in Other U.S. States
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