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LegalZoom is your best resource to start your limited liability company online today. We provide a user-friendly service with hefty customer support to help you create an LLC in three easy steps. Protect your business and personal assets and organize your business with the help of experienced business formation experts.
When you form your Washington LLC, with LegalZoom, we prepare and file your articles of organization with the Washington Secretary of State. We also conduct a name search for your Washington LLC to assist you in the preparation of your operating agreement and other customized services corresponding to your needs. Once your articles of organization have been successfully filed, your Washington LLC begins its existence as a legal business entity.
Names
Registering a Limited Liability Company Name: Choosing a business name is one of the first steps in the process of forming your Washington Limited Liability Company. The name that you choose:
Must contain, as the last words of the name, "limited liability company" or "L.L.C." or "LLC" or "limited liability co."
May contain the name of a member or manager.
Must not contain language stating or implying that the LLC is organized for any unlawful purpose
Must be distinguishable from the names of any Washington Limited Liability Company reserved, registered, or formed under Washington law or qualified to do business as a foreign LLC in this state
Must not contain any of the words "Bank," "banking," "banker,""trust," "cooperative," "partnership,""corporation," "incorporated," or the abbreviations "corp.," "ltd.," or "inc.," or "LP,""L.P.," "LLP," "L.L.P."
Must not contain any combination of the words "industrial" and "loan"
Must not contain any combination of any two or more of the words "building,""savings," "loan," "home,""association," and "society"
Must not contain any other words or phrases prohibited by any statute of this state.
An LLC may apply to choose a name that is not distinguishable from the Secretary of State records if the present user, registrant or owner of the reserved name:
consents to the use in writing to the use AND
files documents necessary to change its name or name reserved or registered to something distinguishable
LegalZoom allows you to choose up to 3 names, in order of preference. We will conduct a name check for your Washington Limited Liability Company before filing to see which names are available.
Registering a Name: Once you have chosen an available name, LegalZoom can help you register your name with the state.
Formation Requirements
Articles of Organization: In any Washington LLC formation process, articles of organization must be signed by one or more persons and delivered to the Secretary of State. Washington state law requires that certain information be included in the articles of organization during the process of Washington LLC formation. This information must include:
The company name
The address of the registered office and the name and address of the registered agent
The address of the principal place of business of the limited liability company;
The period of the LLC's duration (this may be perpetual or for a set amount of time)
A statement as to whether the LLC is to be managed by managers
The name and address of each person executing the certificate of formation
Any other matter the members deem to include
Filing: Your LLC is considered organized once the original articles of organization and one duplicate or conformed copy is delivered to the Secretary of State. A filed document must include a signature by a member, manager, organizer or fiduciary (if the LLC is the hands of a receiver, trustee or other court-appointed fiduciary) and indicate the name and the title (capacity) of the person signing the document.
Additionally, Washington LLC formation generally requires inclusion and/or consideration of the following:
Operating agreement:: Although not required, LLC member may adopt an operating agreement to regulate the internal affairs of the company, which may be amended or repealed as allowed by the agreement or applicable law.
Membership: A limited liability company must have one or more members. Requirements:
Minimum Number of Members: One or more
Eligibility Requirements:
Procedure for Membership: The member may acquire an interest in the LLC upon the later to occur of (1) the formation of the LLC or (2) the time provided in the operating agreement, or if one does not exist, then admission is reflected in the records of the LLC. After the formation of the LLC, a person may acquire an interest in the LLC (1) directly from the LLC, in compliance with an operating agreement, upon the consent of all members, or as reflected in the record. An assignee, after the formation of the LLC, may acquire an interest in the LLC (1) at a time provided in the LLC operating agreement or (2) when reflected in the records of the LLC.
Resignation of Membership: Certain prohibitions exist surrounding the ability of a member to resign from the company.
A member may not resign from a LLC unless the operating agreement provides a specific time or if no time is provided, then the member may not resign without the written consent of all other members at the time of dissolution and wind up.
Contribution: The contribution of a member to a limited liability company may be made in cash, property or services rendered, or a promissory note or other obligation to contribute cash or property or to perform services.
Registered Agents in Washington
LegalZoom can also provide your business with Registered Agent in Washington. Every Washington LLC must always have a registered agent in Washington, who will be the person or office designated to receive official state correspondence and notice if the company is "served" with a lawsuit.
Eligibility Requirements: The registered agent may be either (1) an individual resident whose business office is the registered office or (2) a domestic corporation or LLC or foreign corporation or company authorized to do business in the state whose business office is the registered office.
Registered Office: The registered office may be but does not need to be the LLC's place of business however it may not be identified by post office box number or other non-geographic address.
Washington Secretary of State
Once a Washington LLC has been created, the Washington Secretary of State will require certain recurring responsibilities and duties. The most important of these are explained below. For further information, refer to the Washington Secretary of State office.
Continuing Obligations
Records: Each limited liability company shall keep the following records open to inspection at its office:
A current and a past list, setting forth the full name and last known mailing address of each member and manager, if any
A copy of its certificate of formation and all amendments
A copy of its current LLC agreement and all amendments thereto, and a copy of any prior agreements no longer in effect
Unless contained in its certificate of formation or limited liability company agreement, a written statement of:
o The amount of cash and a description of the agreed value of the other property or services contributed by each member (including that member's predecessors in interest), and which each member has agreed to contribute;
o The times at which or events on the happening of which any additional contributions agreed to be made by each member are to be made; and
o Any right of any member to receive distributions which include a return of all or any part of the member's contribution.
A copy of the limited liability company's federal, state, and local tax returns and reports, if any, for the three most recent years
A copy of any financial statements of the limited liability company for the three most recent years
Dissolution
Acts Triggering Dissolution: A limited liability company is dissolved upon the happening of any one of the following events:
A expiration or dissolution date listed in the articles of organization, although the existence of the LLC may be extended by vote of all members
An event listed in the operating agreement
Written consent by all members
The dissociation of the last member unless within 90 days the assignees vote to admit one or more members
Entry of a court order
The LLC fails to reinstate after 2 years from the effective date of dissolution
Taxes
A LLC can offer certain tax advantages over a corporation, including the availability of more deductions. Additionally, a LLC is not required to be a separate tax entity like a corporation; instead it can be a "pass-through entity" so that the LLC owners report business losses or profits on their personal tax returns, like a partnership.
Federal Income Tax: Unless you elect to tax the LLC as a corporation, the IRS treats single-member LLCs as sole proprietorships for tax purposes. This means the LLC itself does not pay taxes and does not have to file a tax return. Unless you elect to tax the limited liability company as a corporation, the IRS treats multi-owned LLCs as partnerships for tax purposes. This means that LLC owners each pay taxes on their lawful share of the profits on their personal income tax returns, not the LLC itself. If you desire, by filing IRS Form 8832, you may elect corporate taxation if you regularly need to keep a substantial amount of profits in your LLC.
Federal Tax Identification Number: Your LLC may need to obtain a federal tax identification number (also known as an employment identification number/ EIN), which is similar to an individual's social security number. Generally, you will not need a separate EIN number for your LLC as long as you are the sole owner and the LLC has no employees. However, if you are not the sole owner of the LLC or if the LLC has employees, your LLC will need a separate EIN number to open a bank account and for certain tax filing requirements LegalZoom can prepare your Federal Tax ID Application if you have not already done so.
Fees
Filings must be made with the Washington Secretary of State along with the appropriate filing fee. When appropriate, a check must accompany the document payable to the State of Washington, covering all charges for the Secretary of State.
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