Start a Washington LLC: Step-by-Step

Before anything else, make sure the name you want is actually available. Washington requires an LLC name to be distinguishable from other business names already on file with the Corporations & Charities Division, which covers corporations and other registered entities as well as LLCs. Small differences like punctuation, spacing, or filler words such as "the" or "and" generally do not make two names distinguishable.

Search your proposed name with the public Corporation Search in the CCFS system, which needs no login. Try close variations too, because a name that only differs slightly from an existing one may be rejected. A rejected filing means lost time, so it is worth being thorough here.

Name requirements

• Must include "Limited Liability Company," "Limited Liability Co.," "L.L.C." or "LLC" (RCW 23.95.305)
• Must be distinguishable from existing names on the Secretary of State's records
• Can't contain "bank," "banking," "banker," "trust" or "cooperative," or certain combinations such as "industrial" with "loan," or "building," "savings," "loan" or "home" with "association" or "society"
• Professional LLCs (PLLCs) providing licensed services have their own naming and licensing rules

Reserving a name

If you are not ready to file but want to hold a name, Washington lets you reserve an available name for 180 days for $30 through the Secretary of State. A reservation does not form the LLC. It simply keeps the name out of reach while you get organized. Most people skip reservation and go straight to filing once they have confirmed availability.

You need a registered agent lined up before you file, because the agent's name and Washington street address go directly into the Certificate of Formation. Under RCW 23.95.415, an agent "shall not be appointed without having given prior consent in a record," so get that consent first. CCFS also requires an email address for the agent.

Washington law requires every LLC to keep a registered agent with a physical Washington street address throughout the life of the entity. The Secretary of State's instructions say plainly: no P.O. boxes or private mailboxes (PMBs). The agent is who receives lawsuits, subpoenas, and official state notices on the LLC's behalf.

Who can be your registered agent

• Yourself: Allowed if you have a physical Washington street address. Your address becomes part of the public CCFS record.
• Another person or business (a noncommercial agent): Anyone who agrees to receive legal documents for you and has a Washington street address, such as a co-owner, an employee, or an attorney. Washington doesn't require a noncommercial agent to be a state resident.
• An office or position within the LLC: The filing can list a title, like "manager," instead of a named person.
• A commercial registered agent service: A company registered with the Secretary of State as a commercial agent. It keeps its own professional address on the public record instead of yours and has staff to receive documents.

Why the choice matters

Whatever address you list becomes searchable in the public CCFS database. If you use your home address, anyone who looks up your LLC can find it. That is the main reason owners choose a commercial service. It keeps a home address out of a public, search-indexed record and makes sure someone is there to receive papers even when you are traveling or heads-down on work.

The Certificate of Formation is the filing that legally creates your LLC in Washington. You file it online through the CCFS portal: log in, choose "Create or Register a Business," then "I would like to form a Washington State business," then "WA Limited Liability Company." The state filing fee is $180, and the online processing fee adds $20, for $200 in total. The Secretary of State's fee schedule lists the fees and expedite options.

The Secretary of State says standard processing typically takes 7 to 10 business days from receipt of your order. Expedited service is $100 per entity and is generally processed within three working days; same-day service is $150, in person at the Tumwater or Cheney office.

What the Certificate includes

Under RCW 25.15.071, the Certificate states:

• LLC name: Your full legal name with the required LLC designator
• Registered agent name and Washington street address: A physical address, not a P.O. box or PMB, with the agent's consent given beforehand
• Principal office address: A physical address that doesn't need to be in Washington
• Executor information: The name and address of each person signing
• Latest date of dissolution: Only if you want one
• Other matters: Any optional provisions you choose to include

The state assigns a Unified Business Identifier (UBI) number when the filing is accepted.

The Initial Report

Washington requires new LLCs to file an Initial Report within 120 days of formation (RCW 23.95.255). It records your principal office and governors. The most efficient move is to file it with the Certificate of Formation, which CCFS bundles as the "Certificate of Formation with Initial Report" at no extra cost. Filed on its own later, it costs $10 plus the online processing fee.

What you do not have to disclose

You do not list ownership percentages, describe your business in detail, or report any financial information to form the LLC. The Certificate of Formation is a short creation document; the internal details live in your operating agreement, which stays private.

An operating agreement is the internal rulebook for your LLC. Washington does not require you to file it, and it never appears in any public database, but you should put one in place before you start doing real business, bringing on members, or opening bank accounts.

What a solid operating agreement covers

• Ownership: Who the members are and their ownership percentages
• Capital contributions: What each member put in at formation and any future obligations
• Profit and loss allocation: How profits and losses are split among members
• Distributions: When and how cash is paid out, and in what order
• Management: Whether the LLC is member-managed or manager-managed, and what decisions require a member vote
• Voting: How votes are weighted (by ownership, per member, or otherwise)
• Transfers: What happens when a member wants to sell or leave, including approval rights
• Dissolution: How the LLC would be wound down and assets distributed

For a single-member LLC, the agreement reinforces that the business is a genuine separate entity, which is a factor courts weigh when someone challenges the liability shield. For a multi-member LLC it is essential, because without it Washington's default statutory rules in Chapter 25.15 RCW govern everything, and those defaults often do not match what the owners intended.

An Employer Identification Number (EIN) is a nine-digit federal tax ID from the IRS, and it is free. Think of it as a Social Security number for your business. You use it on tax filings, to open bank accounts, and to hire employees.

When you need one

• Your LLC has more than one member (multi-member LLCs file a partnership return and require an EIN)
• You plan to hire employees
• You want a business bank account. Most banks require an EIN
• You have elected S-corporation or C-corporation tax treatment

A single-member LLC with no employees can technically use the owner's Social Security number for federal taxes, but most advisors get an EIN anyway. It keeps your SSN off business paperwork and makes opening a bank account smoother.

How to apply

The online application lives on IRS.gov under the EIN Assistant. The application takes about ten minutes and issues the EIN immediately, so you can use it the same day. If you form with Mainstay Filing, we apply for the EIN for you. You need a US Social Security number or ITIN to complete the online application; applicants without one apply by fax or mail using Form SS-4.

This step is easy to overlook because it happens outside the Secretary of State. Most Washington businesses need a state business license through the Department of Revenue's Business Licensing Service. The Department says you must register if, among other things, your gross income is $12,000 a year or more, you plan to hire within 90 days, you collect sales tax, or you need city, county or state endorsements. File your Certificate of Formation with the Secretary of State first; the Department says an LLC must do that before applying. This is where your Unified Business Identifier (UBI) number ties everything together, and where you set up for B&O tax (Washington's gross-receipts tax) and, if you sell taxable goods or services, sales tax.

Depending on where you operate, your state business license may also carry city endorsements for specific municipalities. The Business Licensing Service application walks through which endorsements apply. Because Washington has no income tax, B&O tax is the primary state tax most LLCs deal with, so getting registered correctly matters. A CPA familiar with Washington can help you confirm your B&O classification and rate.

Keeping business and personal money separate is non-negotiable for preserving the LLC's liability protection. Paying personal expenses from the business account or depositing business income into a personal account blurs the line and gives a court reason to disregard the LLC.

What most banks want to open an LLC account

• Filed Certificate of Formation from the Secretary of State
• EIN confirmation from the IRS
• Operating agreement (many banks ask for it, so have it ready regardless)
• Government-issued ID for authorized signers

Community banks and credit unions are often more flexible with brand-new LLCs than large national banks, and several online business banks can open an account without a branch visit. Compare monthly fees, transaction limits, and minimum-balance requirements before committing.

Most of the effort is front-loaded into formation. After that, compliance is a short annual routine plus attentiveness when things change.

Annual Report

File your Annual Report with the Secretary of State each year by the last day of your anniversary month; it can go in up to 180 days early. The fee is $70, including the online processing fee. It updates your registered agent, principal office, governors, and nature of business. It is not a financial disclosure. A late report costs $95 with the $25 delinquency fee, and an LLC that still hasn't filed within 60 days after the state's notice is administratively dissolved.

B&O tax and state licensing

File B&O tax returns with the Department of Revenue on the schedule they assign (monthly, quarterly, or annually) and renew your state business license on time. These run separately from the Secretary of State's Annual Report.

Registered agent maintenance

If your registered agent changes address, resigns, or you switch agents, update the record with the Secretary of State promptly. The change of registered agent or office has no fee, and listing a new agent on your annual report also counts as the change. An outdated agent address leaves the LLC technically non-compliant even when everything else is current.

Federal tax filings

Federal filing depends on how the LLC is taxed: single-member LLCs report on Schedule C, multi-member LLCs file Form 1065, and S-corporation elections file Form 1120-S. Coordinate these with your accountant.