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Are you thinking about starting a new limited liability company (LLC) in Washington state? If you want to turn your business into an official LLC, the first thing you’ll need to do is file a State of Washington Certificate of Formation with Washington’s Office of the Secretary of State Corporations and Charities Division.
Filing your Washington Certificate of Formation is an important first step because it is the legal document Washington will rely on for information when establishing your LLC. Your Washington LLC Certificate of Formation can also help ensure that your business is legally compliant.
If your business has previously filed documents with another Washington State agency, it may have already been assigned a Unified Business Identifier (UBI). If so, include that on your form. If not, you will receive a Washington UBI after you file your Certificate of Formation.
Before settling on your LLC’s moniker, check Washington State laws about business names. Washington has numerous rules about naming an LLC. For example, the name you choose must be distinct from other business names registered with the Washington Secretary of State (SOS).
To check to see if your business name is distinct and available, you can use Washington’s SOS online Corporations Registration Data Search. For more naming information, visit the Washington Department of Revenue’s Business Licensing and Renewals FAQ page.
Once you settle on a name you may want to complete a Washington state Name Reservation form to reserve the name you want while you are working on your other documents. Once you fill out your LLC’s name reservation form, send it to the Washington Office of the Secretary of State, Corporations and Charities Division, 801 Capital Way South, Olympia, WA 98501-126 along with the appropriate filing fee.
If you have reserved your name, you will need to provide the reservation number on your Certificate of Formation.
Next, you will need to determine how long you intend for your company to endure. You can indicate the number of years or a specific date when the LLC will dissolve, or you can state that the LLC will be perpetual.
If you indicate that the duration is perpetual, then the LLC will remain in place until it is either voluntarily or administratively dissolved. Administrative dissolution occurs when the state dissolves the LLC for its failure to comply with state requirements, like completing yearly filings.
When you fill out your formation documents, you must select the date you expect the Certificate of Formation for your LLC in Washington to be effective. If you select “date of filling” your LLC’s effective start date will be the date your documents are completed by Washington’s SOS office. You can also specify a future effective date, but it can’t be more than 90 days after the date of filing.
Washington requires all LLCs to name a registered agent. You’ll also have to fill out and submit a Designation of Registered Agent form.
Before filling out the form, you’ll want to decide whether to choose a commercial registered agent or a noncommercial registered agent. Commercial and noncommercial registered agents both have the same responsibilities and must meet the same statutory requirements. For example, they must have a physical address in the state. However, they differ in that:
Before filing your designation of registered agent form, think about whom you want as your registered agent. Sometimes, companies elect an LLC member to act as a registered agent. But we can also help you find an appropriately registered agent for your company. Use our Registered Agent Service and let us find a suitable registered agent for your LLC.
Finally, you will need to provide a physical address for your principal place of business. This cannot be a PO Box. The person filing the Certificate of Formation must sign and date it, certifying that the information provided is accurate and complies with state law.
Once you’ve gathered all the information you’ll need and are ready to file Washington’s LLC Certificate of Formation, you can find the form online. Fill it out and mail it with all required filing fees to the Washington Office of the Secretary of State, Corporations and Charities Division P.O. Box 40234, Olympia, WA 98504-0234.
You can also send your Certificate of Formation via courier to the Washington Office of the Secretary of State, Corporations and Charities Division, 801 Capital Way South, Olympia, WA 98501-126. Or, if you’d prefer, you can file a Certificate of Formation online through the Washington SOS’s Corporations and Charities Online Filing System.
After filing your Secretary of State Certification of Formation documents for your LLC, taking the following steps will help to ensure you’ve set up your business correctly.
If your LLC has more than one member, it’s always a good idea for you and other LLC members to write up an operating agreement. An operating agreement should be designed to specify well-defined rules about LLC member roles and relationships within the company.
Don’t know where to start? Our Operating Agreement Template can help you write the best operating agreement for your LLC type and structure.
The IRS provides an EIN, or an identification number, for your LLC to use on federal tax returns. Multiple-member LLCs must have an EIN. Single-member LLCs aren’t required to use one. Regardless, having an EIN will allow you to do things like file your LLC’s federal tax returns and open business bank accounts without having to share sensitive information like your social security number.
We can obtain an EIN for you with our Employer ID Number Service. Whether you have a multiple-member or single-member LLC, let us take care of your EIN so you can focus on getting your new LLC off the ground.
Starting a new business takes a lot of energy and effort. But we offer business owners multiple business formation and maintenance services to make creating your LLC a smooth and hassle-free process. We can help you keep track of your invoices, expenses, and income with our ZenBusiness Money Service as well as help ensure that your business is legally compliant using our Worry-Free Compliance Service. Let us do the busy work so you can focus your time and resources on driving your new enterprise.
Disclaimer: The content on this page is for informational 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.
If you decide to amend your Certificate of Formation, you’ll want to file an Amended Certificate of Formation with the Washington SOS. Or you can use our Washington Amendment Filing Service and let us do your busy work while you focus on more pressing business matters.
If your business has run its course, you can file Articles of Dissolution in Washington to dissolve your company. Articles of dissolution may be mailed to the state or filed online for a filing fee. You’ll also need to include a Washington State Department of Revenue Clearance Certificate along with your articles of dissolution.
If you’d like to start a corporation in Washington, contact the Washington Department of Revenue or visit the department’s Start a Business page online for comprehensive licensing and document information and requirements.
Though a comprehensive operating agreement can help business owners avoid company conflict, Washington state does not require limited liability companies to have one.
While you don’t need a lawyer to form an LLC in Washington, a lawyer can help you determine if an LLC is the best business structure for your company. An attorney can also help you prepare complex agreements and assist in getting your company up and running.
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