How to Form an LLC in Washington State
Washington takes LLC filings online. Here is each step, from the name rules to the $180 mail or in-person fee and what comes after.
Washington runs its LLC filings through the Secretary of State's online system. You fill out a Certificate of Formation there, pay the fee, and wait for review. Here is how to form an LLC in Washington State, step by step, and what the filing does and does not do for you.
What a Washington LLC is and who can form one
Washington's Secretary of State says one or more people or entities form a Limited Liability Company. They do it through a special written agreement. An LLC can do any lawful, for-profit business. The two it cannot do are banking and insurance. The same page notes that doing business as an LLC may yield tax or financial benefits.
Not sure an LLC is the right shape for your business? Read should you form an LLC before you file anything.
Step 1: Choose a name that meets Washington's rules
Washington's name rules come from RCW 23.95.305. The Secretary of State says an LLC name must include one of these. Use "Limited Liability Company," "Limited Liability Co.," "L.L.C.," or "LLC."
The name must also be distinct from any other business name already registered with the office. And it must not contain words such as "Bank," "banking," "banker," "trust," or "cooperative."
To check if your name is available, run it through the Secretary of State's name lookup system. Two cautions from the office itself. The Secretary of State has the final say on your name. It reviews each one. And the lookup system does not account for pending submissions.
One more rule from the filing instructions. Do not include individual names in the business entity name. Executors are listed in their own section of the form.
Step 2: Appoint a registered agent with a Washington physical address
All businesses must designate a Registered Agent in Washington State, as required by RCW 23.95.415. The agent takes legal papers for the business. These include summons, complaints, and official notices.
The agent must maintain a physical address in Washington State. PO Boxes or PMBs are prohibited. The registered office is the address where the agent must be located during business hours. A mailing address in Washington State can be provided for the registered office but is not required. An agent may also give a PO Box in addition to the physical address for receiving notice.
RCW 23.95 creates two types of registered agent. Businesses filing with the Secretary of State can hire Commercial Registered Agents to provide registered agent services. Once they register, commercial agents go on a public list. You can see it on the online filing system's login page. You can hire one from that list.
What if someone names you as their agent without asking you first? You can send a notarized statement to the Secretary of State. The name of the person appointed without consent is then immediately removed from the records.
Want more on what an agent does? See an LLC's registered agent.
Step 3: Complete the Certificate of Formation in the online filing system
Washington's Secretary of State offers online filing to start a domestic Washington limited liability company. Here is what each part asks for.
Executors. The instructions say Executors are the people who form the Limited Liability Company.
Principal Office. This is the location where the business keeps its records. The business address does not need to be in Washington State. An email address is required for the Registered Agent and Principal Office fields, per WAC 434-112-045(4).
Governors. Governors are the individuals or entities responsible for governing the business. The instructions say this section is not required if you submit without the initial report.
Nature of business. This section is also not required if you submit without the initial report.
Duration. A business defaults to perpetual duration if no option is selected. Only one duration option may be selected. It can be perpetual or a specific date or number of years.
Step 4: Pay the filing fee and submit
Washington lists a $180 filing fee for a domestic LLC Certificate of Formation submitted by mail or in person. Filing fees are calculated automatically when items are added to the cart.
Filings are subject to additional fees depending on the priority requested and delivery method. The fee schedule says expedited service is generally processed within three working days. To expedite by mail, label the outside of the envelope "EXPEDITE." Standard processing times may run longer based on volumes.
If you go in person, you must arrive no later than 30 minutes before closing to receive same day service. Same-day services may be limited. This is due to business hours and the quantity of filings submitted. Also note that the postmark date is not the received date.
Payments submitted to the office are not refundable.
For a broader look at costs, see the state filing fee for an LLC.
A UBI number is a 9-digit identifier the state assigns to businesses. Has your business registered with a Washington state agency before? Your business may already have a 9-digit UBI number. If your business does not have one, a UBI will be assigned upon successful filing. One caution from the Secretary of State. Do not use a UBI from a Sole Proprietorship or General Partnership.
Then comes review. The instructions say Secretary of State staff will review your Certificate of Formation. A Confirmation Letter and all documents will be available in your account's Notices and Filed Documents folder. Filing confirmation will also be sent to a return address if one is entered, in addition to the Registered Agent's address.
You can opt in to email notifications, which go to the email address on record.
What the Secretary of State does not record
The office does not keep these papers. It does not record meeting minutes. It does not record ownership details. It does not record operating agreements, bylaws, or other internal governance documents. If you upload a certificate, it will not be file-stamped. It will be included as an attachment to the system-generated PDF.
The office does not record operating agreements or other internal governance documents.
Ongoing duties after formation
See the business license.
On taxes, Washington's Secretary of State notes that doing business as an LLC may yield tax or financial benefits. Read the LLC and the IRS, and if you need a tax ID, see how to apply for an EIN for an LLC.
On ongoing duties, all domestic and foreign business entities must file an Annual Report yearly to keep their active status. But the Secretary of State says keeping your registration active takes more than that. Maintaining a business registration means more than filing the Annual Report, and more than keeping a registered agent on record. The Secretary of State points to a Maintain Business Compliance page for other requirements in Washington State.
A business can lose its active status. A business that is no longer in active status may have the status of administratively dissolved or terminated.
A caution from the office. The Corporations and Charities Division does not send text messages. If you get a text about your filing, it did not come from them.
Sources
- Washington Secretary of State Annual Reports (Washington Annual Report)
- Washington Secretary of State Limited Liability Company Filing Resource Page
- Washington Secretary of State Registered Agents
- Washington Secretary of State Start a Domestic Washington LLC Online (Washington Certificate of Formation)
- Washington Secretary of State Corporations Fee Schedules and Priority Services