1. Home »
  2. LLC Operating Agreement »
  3. Washington

Washington LLC Operating Agreement Template

Click to fill, edit and sign this form now! Fill Now

A Washington LLC operating agreement is the governing contract of a limited liability company that establishes the relationship between the entity, its members, and its mangers. Because the agreement pertains to the internal structure of the LLC, the state does not require that the company execute this document nor do they demand that it be filed with the Secretary of State.

It is always recommended that LLCs draft an operating agreement as it can prevent conflicts between the members and managers, as well as with outside parties. The contract covers issues such as the contributions and distributions of the members, how profits and losses are shared, the management structure and how it could be affected, and what to do when a member dies or wishes to leave the LLC.

Contents

Types (2)

Single-Member LLC Operating Agreement – For limited liability companies that consist of only one (1) member.

Download: PDF, Word (.docx), OpenDocument

 


Multi-Member LLC Operating Agreement – An operating agreement for multi-member LLCs.

Download: PDF, Word (.docx), OpenDocument

 


Laws


How to File (6 Steps)

Step 1 – Establish a Name

Before an LLC can be registered with the state, a unique name must be chosen that includes the words or abbreviations “limited liability company,” “LLC,” or “L.L.C.” and meets the other requirements specified in § 23.95.300 and § 23.95.305(5)(a).

If the member(s) want to reserve the name before forming the company so that it cannot be used by another entity, they can mail a Name Reservation form, with a check for $30 attached thereto, to the Secretary of State (SOS) at the following address:

Secretary of State
Corporation Division
801 Capitol Way S
PO Box 40234
Olympia WA 98504-0234


Step 2 – Select Registered Agent

The next stage of the formation process should be appointing a registered agent for the LLC.

This agent will receive service of process and other important government and legal documents on behalf of the entity.

The SOS website provides a list of all commercial registered agents in the state; however, the LLC can select an individual as their registered agent, as long as they have a permanent address in Washington and are authorized to do business in the state.


Step 3 – File Certificate of Formation

With a name picked and a registered agent appointed, the members can now have an organizer register the entity with the Secretary of State either online or by mail.

Online

Both foreign and domestic LLCs can register online using the Corporations and Charities Filing System for a $200 fee. An account can be created by clicking Create a User Account. Once logged in, the Certificate of Formation (domestic) or Registration Statement (foreign) can be submitted and the filing fee paid.

By Mail

  1. Download and complete the appropriate registration form:
  2. Write a check or buy a money order for $180 payable to the Secretary of State. (An additional $50 can be added to the total filing fee for companies that want an expedited filing.)
  3. Mail the document and check/money order to the address below.

Secretary of State
Corporation Division
PO Box 40234
Olympia WA 98504-0234


Step 4 – File Initial Report

An initial report is essentially the entity’s first annual report, and includes the company name, address, members, and registered agent.

An Initial Report document must be completed and submitted to the SOS (using the online filings system or the mailing address mentioned in Step 3) within one hundred and twenty (120) days of registering a domestic LLC. The fee is $10, unless the report is filed at the same time as the Certificate of Formation, in which case there is no extra cost.


Step 5 – Draft Operating Agreement

An LLC operating agreement should be drafted at some point before, during, or after registering the entity with the Secretary of State. The document does not need to be filed with the SOS, but each member should retain a copy for their records.


Step 6 – Obtain Employer Identification Number

All entities, with a few exceptions, must apply for an Employer Identification Number (EIN) with the IRS for the purpose of filing and reporting taxes. The application can be accomplished online or by mail.

Internal Revenue Service
ATTN: EIN Operation
Cincinnati, OH 45999


Resources

Filing Options: Online or by Mail

Costs:

  • Domestic filing fee: $200 online | $180 by mail
  • Foreign filing fee: $200 online | $180 by mail
  • Name reservation: $30
  • Initial Report: $10 (unless filed at same time as Certificate of Formation)
  • Expedited filing fee: $50

Forms:

  • Name Reservation (PDF)
  • Certificate of Formation (PDF)
  • Registration Statement (PDF)
  • Initial Report (PDF)
  • Form SS-4 – Application for Employer Identification Number (Online) | (PDF)

Links: