How To Set Up A Washington LLC

Are you thinking of starting a business in Washington? If so, you’ll need to decide what legal structure to use. One popular option is an LLC, and we will explain how you can start a Washington LLC by yourself.

Related: Starting A Business In Washington Checklist

Steps to Form a Washington LLC

Step 1: Choose a Name for the LLC

The first step in forming a Washington State LLC is to make sure the name you want is available.  

It’s critical to do a Washington LLC name search before registering an LLC name, as the name of each LLC must be distinguishable from other entity names registered in the state of Washington. The Washington Secretary of State makes it easy to search and verify if your LLC name is available. 

In addition to the name being unique, the entity designator (identifier used at the end of the business name) must be either:

• Limited Liability Company
• Limited Liability Co.
• L.L.C.
• LLC

A comma may be used after the business name and before the designator.  “Cascade Creative Solutions LLC” and “Cascade Creative Solutions, LLC” are both acceptable.

If you want to use an LLC name but are not ready to register it, file the Name Reservation Form with the Secretary of State to hold the name for up to 180 days.

If you plan to use a different name from the one you register (perhaps you want to run multiple businesses under the LLC), you can use a trade name (sometimes referred to as a fictitious business name, assumed name, DBA, or Doing Business As name).  Registration of a Washington Trade Name can be applied for at the same time as the Business License Application.

Step 2: Appoint a Washington Registered Agent

Every Washington Limited Liability Company must have a registered agent, which is simply someone with a physical street address in the state who will be responsible for any legal correspondence, most often if the business is served papers in the event of a lawsuit.

The basic requirements to be a registered agent in Washington include:

• The agent must be a Washington resident at least 18 years of age (Non-Commercial Registered Agent) or a Commercial Registered Agent service with a registered office in the state.
• The agent must have a physical address in the state (PO Boxes aren’t allowed).
• The agent must generally be available during normal business hours at the address provided to receive service of process.

Many choose to act as their own registered agents, particularly if they reside in the state. However, some opt to hire a professional registered agent service. This choice is often preferred in two scenarios: when the LLC owner lives out of state or wants to keep their personal address off public records. Professional services offer the added benefits of ensuring compliance with state regulations and managing important legal correspondence, making them an attractive option for those seeking convenience and privacy in their business operations.

Related: How To Appoint A Washington Registered Agent

Step 3: File the Washington Certificate of Formation

The paperwork to officially create an LLC in Washington is called the Certificate of Formation (called the Articles of Organization in many states). To submit the paperwork, file it online through the  Washington Secretary of State’s website. If you prefer to fill out and mail the application, download the Certificate of Formation Form.

Related: How To Fill Out The Washington LLC Certificate Of Formation

There are a few sections and terms that can be confusing when filling out the Certificate of Formation. We’ll review some of these to help you get your LLC started right.

Defer initial report: Every LLC is required to file an Annual Report, the first one of which is called the Initial Report. It is due within 120 days of the LLC’s approval.

Filing the Initial Report along with the Certificate of Formation is recommended, as the option to defer will result in additional fees.

UBI number: UBI stands for “Unified Business Identifier” and is a unique identification number for entities in the state of Washington.  Most filers wouldn’t have filed for this number already and would choose “No.”

Principal office street address: In this section, enter the phone number and an email for the principal office.  This does not have to be an official business email. 

Next, enter the initial principal office street address, city, state, and zip code.  This address can be the LLC’s physical address or where the business records are stored.  You may not use a PO Box for the designated office.

Address confidentiality program: If you are a part of the Washington Address Confidentiality Program, you can check this box.

Duration: In this section, you can indicate how long the LLC will remain in operation.  Most LLCs will choose a Perpetual duration; however, some businesses (usually investment-related) will have a specific closure date.

Effective date: If you want the LLC to start as soon as possible, “Date of Filing.”  If you want the LLC to start later, enter a date less than 90 days in the future.  The main reason to consider delaying the LLC start date is when the filing is made close to the end of a calendar year, and the business isn’t going to have any activity until the start of the year.  You can eliminate the need to file a partial-year business tax return by delaying the start date until the following year.

Executor: An LLC Executor (known as an Organizer in most states) is someone involved with forming the Certificate of Formation. The Executor may or may not become an LLC member, such as a mentor, attorney, or accountant, but any LLC initial member can be listed as an executor. At least one person must be listed as an Executor.

Governors: A Governor refers to the members or managers of an LLC.

At least one governor needs to be listed.  Some filers will want to leave out the governors to protect their privacy.  The downside is that it may be difficult to obtain signing authority from the bank for any governors who are not listed.

Nature of the business: Here, you are asked to provide some basic information about what the business does.  Open the drop-down menu to look at the basic categories.  If your business isn’t listed in any category, you can type in detailed information in the box.

If you want to keep the business purpose more open-ended or not disclose what your business does, you can select  “Any Lawful Purpose” from the drop-down menu.

Step 4: File the Initial Report

An initial report, similar to the annual report filed every year, is due within 120 days of forming your LLC in Washington.

LLCs filed online through the Secretary of State’s website have the price of the initial report included in the formation cost. LLCs filed by mail will have to pay an additional $30.

What To Do After Forming A Washington LLC

Once the LLC has been formed, there are a few additional steps to take. Below is a list of the most common tasks.

Prepare a Washington LLC Operating Agreement

The LLC operating agreement is a document that governs the LLC’s framework. It covers items like ownership rights, member responsibilities, how profits and losses are distributed, and more.

Most states do not require an LLC to have an operating agreement, but it is still worth considering. Without an operating agreement:

• The LLC could be subject to generic state rules that may be detrimental in the event of a lawsuit.
• Member’s personal liability protection may be diminished.
• Members may not fully understand their roles and responsibilities, which could lead to costly disputes in the future.

Obtain an EIN

If the LLC will hire employees or is owned by more than one member, an EIN is required. 

The EIN or Employer Identification Number (also referred to as a Federal Employer Identification Number, FEIN, or Federal Tax ID Number) is a unique 9-digit tax identification number assigned to a business by the Internal Revenue Service (IRS). Like an individual’s social security number, the EIN identifies business entities for tax purposes. The EIN will be needed to hire employees, open a bank account, build business credit, register for business licenses and permits, file federal and state taxes, and more.

The EIN is free when registering through the IRS. The number is available immediately when applying through the IRS website; however, you can also register by phone, fax, or mailing IRS Form SS-4.

If an Employer Identification Number isn’t required, the LLC can use either the owner’s social security number or register for an EIN. 

Related: How To Register For An EIN

Apply for Business Licenses and Permits

In addition to forming the LLC, various business licenses and permits will likely be needed before starting the business. Some common registrations include:

• Business license application: All LLCs in Washington must apply for a Washington state business license. This registration will quickly set up a business with the Washington State Department of Revenue, Department of Labor & Industries, the Employment Security Department, and any Specialty Endorsements and/or City Endorsements. 
• Professional license: Certain services, such as barbershops, accountants, salons, and others, must be licensed.
• Sales tax registration: A Washington sales tax registration number from the Washington Department of Revenue is necessary to sell products and certain services and collect sales tax.
• Business and Occupation Tax (B&O Tax): Even though Washington has no income tax, it does assess a tax on business income. All businesses generating over $12,000 in sales annually will pay this tax.

Related: How To Register A Business In Washington

File State of Washington LLC Annual Reports

LLCs are required to file a Washington LLC Annual Report with the Washington Secretary of State.  The annual report updates ownership information and other details.

File the Beneficial Owner Information Report

Beginning in 2024, any individual who owns at least 25% or has “substantial control” of an LLC or corporation in Washington or any other state must file the Beneficial Ownership Information (BOI) form with the Financial Crimes Enforcement Network (FinCEN).

Washington LLC FAQs