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The Washington LLC operating agreement is a legal document that is used by single and multi-member LLCs to outline the stake and duties of each member. This document allows the director(s) to outline and later enforce responsibilities, voting rights, and perform other ownership responsibilities in a multi-member LLC.

From WA Rev Code § 25.15.006 (2019):

(7) “Limited liability company agreement” means the agreement, including the agreement as amended or restated, whether oral, implied, in a record, or in any combination, of the member or members of a limited liability company concerning the affairs of the limited liability company and the conduct of its business.

Washington Operating Agreement Law

Per Sec. 25.15.018 of the Revised Code of Washington:

(1) Except as otherwise provided in subsections (2) and (3) of this section, the limited liability company agreement governs:
(a) Relations among the members as members and between the members and the limited liability company; and
(b) The rights and duties under this chapter of a person in the capacity of manager.
(2) To the extent the limited liability company agreement does not otherwise provide for a matter described in subsection (1) of this section, this chapter governs the matter.
(3) A limited liability company agreement may not:
(a) Vary a limited liability company’s power under RCW 25.15.031 to sue, be sued, and defend in its own name;
(b) Vary the law applicable to a limited liability company under RCW 25.15.033;
(c) Eliminate or limit the duties of a member or manager in a manner prohibited by RCW 25.15.038(6);
(d) Eliminate or limit the liability of a member or manager in a manner prohibited by RCW 25.15.038(7);
(e) Indemnify a member or manager in a manner prohibited by RCW 25.15.041;
(f) Vary the requirements of RCW 25.15.086;
(g) Vary the records required under RCW 25.15.136(1) or unreasonably restrict the right to records or information under RCW 25.15.136;
(h) Vary the power of a manager to resign under RCW 25.15.176;
(i) Vary the requirements of RCW 25.15.231;
(j) Eliminate or limit the liability of a member, manager, or transferee under RCW 25.15.236;
(k) Vary the power of a court to decree dissolution in the circumstances specified in RCW 25.15.274;
(l) Vary the requirement to wind up the limited liability company’s business as specified in RCW 25.15.297 (1), (2), (4), and (5);
(m) Unreasonably restrict the right to maintain an action under Article X of this chapter;
(n) Restrict the right of a member that will have personal liability with respect to a surviving or converted organization to approve a merger or conversion under RCW 25.15.456; or
(o) Restrict the rights under this chapter of a person other than a member, a transferee, or a manager.

Forming an LLC in Washington

  1. Conduct a name search
  2. Choose a registered agent
  3. File formation articles
  4. Draft an operating agreement

All Washington LLCs must have:

  • A unique name without corp or inc
  • A name without government abbreviations or titles like CIA, FBI, NSA, etc
  • LLC, L.L.C., Limited Liability Corporation, or any other variation of the business structure in the name
  • A licensed practitioner for professional services like bankers, lawyers, or doctors to include their title in the name.

To conduct the name search, use the Washington Corporations and Charities Filing System website.

Step 2: Choose Your Registered Agent

Every Washington LLC must appoint a registered agent for the company. The registered agent is responsible for accepting legal documentation on behalf of the company and providing it to the directors. This may be a director in the company itself, another individual, or a company.

An individual agent must:

  • Be 18 years or older
  • Be available during business hours (9am – 5pm local time)
  • Be a resident of the state
  • Have a physical (not a P.O. Box) address in Washington

When using a registered agent service, the agent must be authorized to do business in Washington.

Step 3: File Your Formation Articles

All LLCs are also required to file an Initial Report within 120 days of filing, which can be completed and filed during the online application for free or at another time within 120 days for $30. However, mail-in applications must pay a $10 fee (plus optional $50 expedited processing fee) and attach the form to the initial application, or mail it at a later date within 120 days with the fee(s).

When establishing an LLC in Washington, you must file the appropriate articles of formation. They can be filed through the mail or online, but online submissions can be processed more quickly. The type of application you will file depends on whether you’re filing for a new company (domestic) or an existing one (foreign).

Domestic LLCs must file for a Certificate of Formation.

Online Filing (Domestic):

  • $180 filing fee (+$20 for online processing)
  • Turnaround time: 2-3 business days
  • Create an account and submit online

Mailed Filing (Domestic):

  • $180 filing fee, plus optional $50 expedited service fee
  • Turnaround time: 5-7 business days upon receipt, or 2-3 days upon receipt if expedited
  • Fill out the form online or after printing and mail to:

Washington Secretary of State
Corporations Division
PO Box 40234
Olympia, WA 98504-0234

In-Person Filing (Domestic):

  • $180 filing fee, plus optional $50 expedited service fee
  • Turnaround time: 5-7 business days, or 2-3 business days if expedited
  • Fill out the form online or after printing and deliver to:

Secretary of State
Corporations Division
801 Capitol Way S
Olympia, WA 98501

Foreign LLCs expanding to Washington must file a Foreign Registration Statement.

Online Filing (Foreign):

  • $180 fee (+ $20 for online processing)
  • Turnaround time: 2-3 business days
  • Create an account and submit online

Mailed Filing (Foreign):

  • $180 fee, plus optional $50 expedited service fee
  • Turnaround time: 5-7 business days upon receipt, or 2-3 business days upon receipt if expedited
  • Fill out the form online or after printing and mail to:

Washington Secretary of State
Corporations Division
PO Box 40234
Olympia, WA 98504-0234

In-Person Filing (Foreign):

  • $180 fee, plus optional $50 expedited service fee
  • Turnaround time: 5-7 business days, or 2-3 business days if expedited
  • Fill out the form online or after printing and deliver to:

Secretary of State
Corporations Division
801 Capitol Way S
Olympia, WA 98501

Step 4: Draft a Washington Operating Agreement

An operating agreement is highly recommended for LLCs with all numbers of directors. This legal documentation is recommended to document capital contributions, profit and loss allocation, voting rights, ownership percentage, responsibilities, and more.

It may also be used to outline rules and regulations amongst the individuals in the LLC. It can settle disputes between multiple directors or act as proof in court when signed and acknowledged by all parties involved.

It is recommended that all directors each keep a copy, and that a copy is held with the other business records until needed, but the agreement does not need to be filed with the state.