Despite extensive planning for your business, situations will inevitably arise when you need to make changes to your Washington limited liability company (LLC). In some circumstances, these changes must be reported to the Secretary of State’s office by amending your business’s Certificate of Formation. By doing so, you ensure that the state and public at large are aware of the changes you’ve made. This is an important compliance task that all Washington business owners should, but may not necessarily be, aware of.
If this sounds complicated, don’t worry. Let’s take a closer look at how to amend your Washington LLC’s Certificate of Formation, when you need to do so, and how our compliance tools and service can make the process less stressful for you.
What is a Washington Certificate of Formation?
To create your Washington LLC and begin receiving limited liability protection provided by an LLC, you must first file a Certificate of Formation. The Certificate of Formation must include important information such as:
- Name of the LLC
- Name and address of the registered agent for the LLC
- Address of the principal office
- Contact information for the principal office
- Duration of the LLC
- Effective date
- Names of executors
- Name of the LLC’s governor
- Nature of the LLC
- Return address for filings
Looking to form a new LLC? With our Washington LLC formation service, we can help make the process easier (including a Washington registered agent service) as you start, manage, and grow your business.
Step 1: Determine if you need to change your Washington Certificate of Formation
A Certificate of Formation is the document that officially establishes your business in the state. The Secretary of State’s office is in charge of business formation and governance, and uses information about your Washington LLC contained in your Certificate of Formation in many ways, including:
- Public information for contact purposes
- Accurate service of process for legal documents
- Compliance and auditing purposes
Because of this, it’s imperative that you keep this information up to date.
Unfortunately, there can be penalties for failing to amend your Washington Certificate of Formation. For example, the Secretary of State may refuse to issue a Certificate of Existence to your Washington LLC.
A Certificate of Existence, referred to in many states as a Certificate of Good Standing, is an important legal document for your business that certifies that your LLC is legally registered and permitted to operate within the state. Without a valid and current Certificate of Existence, your LLC may be unable to:
- Secure a business loan for the LLC
- Register your LLC in another state
- Open business bank accounts
- Enter into contracts with government agencies and other entities
The inability to obtain a Certificate of Existence can negatively affect your LLC if it seeks to expand its operations or secure funding in the future. Don’t let this happen — keep your LLC compliant so it can obtain a Certificate of Existence as soon as you request one.
Step 2: Identify what to change in your Washington Certificate of Formation
To keep your Washington LLC state-compliant, you must file an Amended Certificate of Formation. Here’s more information on how to do so.
In most cases, when you make changes to the information in your initial Certificate of Formation, you must file a Washington LLC amendment. Specifically, you’ll need to report changes to the following in your Amended Certificate of Formation:
- Business entity type
- Business name
- Registered agent information
- Principal office address
However, if the LLC is only changing or updating information about the registered agent, it does not necessarily need to file an Amended Certificate of Formation. Rather, you may choose to file a Statement of Change/Designation of Registered Agent form instead.
If this seems overwhelming, our services can help make the process as stress-free as possible. With our amendment filing service, we can help you draft and file the right paperwork to make sure your business stays state compliant. We also offer a Worry-Free Compliance service that includes two yearly amendments as well as a range of other helpful tools and services to keep your business running smoothly.
Step 3: Gather information for filing your Washington amendment
Before filing your Washington Amended Certificate of Formation, it’s important to know what information you’ll need. Additionally, as you go through your amendment form, it’s important to be as specific and detailed as possible about what amendments the LLC is making.
To file your Washington LLC amendment, you’ll need to state:
- Unified business identifier (UBI) number
- Name of the LLC
- The changes that the amendment is making to the Certificate of Formation
- Effective date of the filing
- A certification that the amendment is accurate was adopted pursuant to Washington law
Step 4: File your Washington LLC amendment
Once you have all the information you need, you’re ready to move forward. You can file your Washington Amended Certificate of Formation with the Secretary of State through the online Washington Corporations and Charities Filing System (CCFS) portal.
Check the Amended Certificate of Formation form prior to filing for the most up to date filing fee information.
Restated Certificate of Formation
In the State of Washington, an LLC may also file a Restated Certificate of Formation. A Restated Certificate of Formation serves to integrate the current operative provisions of the Certificate of Formation and any subsequent amendments into one document.
The Restated Certificate of Formation will then supersede the initial Certificate of Formation, as amended or supplemented. Sometimes, if your LLC has made a significant number of amendments, you might consider filing a Restated Certificate of Formation to combine all filings into one clean document. However, it’s important to note that there is currently no standard form for a Restated Certificate of Formation.
Washington Amended Certificate of Formation vs. Statement of Correction
In other cases, your LLC may need to file a Statement of Correction. Whereas an Amended Certificate of Formation reports changes that an LLC wishes to make to the business information, a Statement of Correction is used for correcting inaccurate or defective information that was previously filed in error.
We can help keep your Washington LLC compliant
A successful business is one that is able to keep its information updated and stay compliant with the state. Thus, it is important that you don’t let your business fall behind on its amendment and other compliance requirements. Although this can seem difficult, we can help you keep your business on track. From formation to compliance, we’re here to help your Washington state business grow and thrive.
Disclaimer: The content on this page is for information purposes only, and does not constitute legal, tax, or accounting advice. If you have specific questions about any of these topics, seek the counsel of a licensed professional.
- Do I need an attorney to amend my Certificate of Formation in Washington?
Washington doesn’t require LLCs to consult with an attorney before filing an Amended Certificate of Formation.
- What business changes can be reported in a Washington LLC Amended Certificate of Formation form?
Any updates to the information in an LLC’s original Certificate of Formation, including additions, deletions, or alterations, must be reported in an Amended Certificate of Formation form.
- Is a Washington LLC Amended Certificate of Formation the same as an annual report?
No, the Amended Certificate of Formation is a different document than an annual report. Your LLC must file an annual report each year detailing certain information about the business, even when you haven’t made any changes in the previous year. You need an Amended Certificate of Formation, on the other hand, only when the information contained in your original Certificate of Formation becomes inaccurate.
- How long does it take to file an LLC Amended Certificate of Formation in Washington?
Actually filing your Washington Amended Certificate of Formation can take as little as a few minutes through the online filing portal. Processing time for the amendment, however, can vary depending on the workload of the Secretary of State.
You can also opt for expedited filing for an additional fee. Online and paper expedited filings are typically processed in two business days. In-person expedited filing requests received before 3:30 PM will usually be processed on the same day.
- What will I receive from the State of Washington when the LLC Amended Certificate of Formation is filed?
If the Secretary of State approves your Amended Certificate of Formation, they will send confirmation of the filing to the address you provide on the Amended Certificate of Formation form. The Corporations and Charities Filing System (CCFS) provides copies of your LLC’s filings online for free. All you have to do is search the UBI number, select your LLC, and select Filing History.