Forming an LLC in Washington State
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.
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 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.
After you have decided on a name, the name you will submit to the Secretary of State must then contain "Limited Liability Company" or one of the following abbreviations:
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 for 180 days. Your name reservation does not guarantee that your name's approval, but it keeps anyone else from using it for that time.
Get a Registered Agent
Washington requires 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.
Your Washington LLC certificate of formation must contain the following:
- LLC name, principal office address, and contact information
- Nature of the business
- Name and physical address of the registered agent
- The effective date of the LLC's formation
- Duration of the LLC
- The return address for filing (email and/or street address)
- Signature of executor
- The filing fee of $180 (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.
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.
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 $90. You must pay a $10 fee each year you renew your license. You may also have to obtain local permits and licenses.
Your LLC might need a Washington State EIN 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 EIN 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 $90, and the annual renewal is $10. 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.
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 $60.