How to Form an LLC in Washington

The legal name of your LLC may not conflict with any other registered name. Check availability of your desired name by conducting a name search.

Name Search:

Washington Secretary of State database search

Name Reservation:

Optional

Suffix:

Must contain the words "Limited Liability Company," the words "Limited Liability" and abbreviation "Co.," or the abbreviation "L.L.C." or "LLC" RCW §25.15.010

Identify the LLC’s Washington Registered Agent. This individual or company receives notice of lawsuit and other legal service for the LLC.

File the articles of organization to create your limited liability company.

New LLCs must file an Initial Annual Report within 120 days of formation:

Submit to:

Washington Secretary of State - Corporations Division
http://www.sos.wa.gov/corps/

Form:

Use the form the secretary mailed to you with your formation certificate or file online.

Filing Method:

Mail or online

Fee:

$10

Law:

RCW 23B.16.220

Your filed articles of organization are the first document for your limited liability company records. Your LLC will generate many other official records such as your operating agreement, meeting minutes, and your EIN.

Office supplies intended for an LLC will help you stay organized and save time. Membership certificate templates should come with your company record book. Each owner receives a membership certificate as evidence of his or her ownership in the LLC.

Draft an operating agreement (potentially using a template) which is the governing document for the LLC. It defines the formalities of how the LLC will run itself such as holding an annual meeting. You will review and adopt the agreement at your organizational meeting.

The first meeting of the members of the LLC is the organizational meeting. You will need your filed articles of organization and your operating agreement in order to conduct this meeting. Keep minutes of this meeting and store them in your company record book.

If your LLC has more than one member or will hire employees, it must obtain an EIN. An EIN is also often required to open a bank account.

Submit to:

Internal Revenue Service
http://www.irs.gov/

Form:

IRS Form SS-4

Guidance:

IRS Pub 1635: Understanding Your EIN

Filing Method:

Mail, phone, fax, or apply online with the IRS

Fee:

$0

Turnaround:

Immediately online

Notes:

The IRS website is only available during certain hours. Print your EIN before closing your session.

The Unified Business Identifier (UBI) issued to your LLC by the Secretary of State is also your organization's id with the Department of Revenue.

You must register with the Department of Revenue if you meet any of the following conditions:

• Your business is required to collect sales tax.
• Your gross income is $12,000 per year or more.
• Your business is required to pay taxes or fees to the Department of Revenue.
• You are a buyer or processor of specialty wood products.

Submit to:

Washington Department of Revenue
http://dor.wa.gov/

Guidance:

Washington Department of Revenue - New Business Tax Basics Booklet

Form:

Form BLS-700-028: Washington Business License Application

Filing Method:

Mail or online

Fee:

$19

Turnaround:

~2 business days online. ~21 business days by mail.

By default, your LLC receives pass-through taxation and the vast majority of LLCs keep this tax classification. Some LLCs benefit from electing S-Corp or C-Corp tax treatment:

• S-Corp treatment can help owner-employees who earn more than ~$75,000 per year save on self-employment taxes. File Form 2553: S-Corp Election.
• C-Corps suffer from double taxation: the corporation pays taxes on profits then members pay taxes on their distributions. If profits exceed $250,000 per owner, you provide employee benefits, or you will re-invest most of your profit in the business, you may benefit from the low tax rates on retained earnings under C-Corp treatment. File Form 8832: C-Corp Election.

To run your business legally, you must obtain applicable licenses and permits. The easiest way to navigate the wide range of federal, state, and local requirements is to search by your business type and locality using the Small Business Administration Business License & Permit look-up tool.

You must file federal and state tax returns. You must also file:

• Washington LLCs are required to file Washington Annual Renewal.
• Washington business licenses must be renewed with the Department of Revenue Business License Service ($19 state fee).