How to Form an LLC in Washington

Two filing totals and two reports

Washington charges two totals for the same filing. The Certificate of Formation fee is $180 under WAC 434-112-085(7)(a), and WAC 434-112-075(1) adds a $20 online processing fee, so filing online costs $200 and filing by mail costs $180. That same rule exempts annual reports, statements of change, designation or resignation of a registered agent, requested certificates and charitable filings from the surcharge, so the $70 annual report costs $70 either way.

A separate Initial Report is due within 120 days of the date the certificate took effect, and it is free only when submitted with the formation filing. The recurring annual report then falls due on the last day of the month the LLC was formed, and filing it early does not move that date.

The rules sit in three places: RCW 25.15, which RCW 25.15.904 titles the "Washington limited liability company act"; RCW 23.95, for names, registered agents and reports; and WAC 434-112, which holds every dollar figure because RCW 23.95.260 delegates fee setting to the Secretary of State by rule.

Filing the Certificate of Formation

RCW 25.15.071(1) requires one or more persons to execute a certificate of formation and deliver it to the Secretary of State for filing.

RCW 25.15.071(1)(a) through (f) set the contents: the LLC's name, the name and address of its registered agent, the address of its principal office, a specific dissolution date if there is one, any other matters the members decide to include, and the name and address of each person executing it.

Filings go through the Corporations and Charities Filing System at ccfs.sos.wa.gov, or on paper to the Corporations and Charities Division, PO Box 40234, Olympia, WA 98504-0234. WAC 434-112-045(4) provides that records which do not include a return mailing address and email address may not be accepted for filing, and the form asks for an email address for both the registered agent and the principal office. The effective date may be the date of filing or a date no more than 90 days after the received date.

Processing and expedited service

Non-expedited paper records received by mail are processed within 15 business days under WAC 434-112-080(4). Expedited service costs $100 per business entity and is completed within three working days, and same-day service costs $150 at the division's front counter for paper transactions. To expedite by mail, WAC 434-112-080(6) calls for the word "expedite" in bold letters on the envelope, the face of the record, or a cover letter.

Naming a Washington LLC

Under RCW 23.95.305(5)(a)(i) the name must contain the words "limited liability company," the words "limited liability" with the abbreviation "Co.," or the abbreviation "L.L.C." or "LLC." If no designation is provided, the form defaults it to "LLC."

RCW 23.95.305(5)(a)(ii) bars an LLC name from containing "cooperative," "partnership," "corporation," "incorporated," the abbreviations "Corp.," "Ltd." or "Inc.," or "LP," "L.P.," "LLP," "L.L.P.," "LLLP" or "L.L.L.P," or any words or phrases prohibited by a Washington statute.

The name must also be distinguishable on the records of the Secretary of State from every existing domestic entity not administratively dissolved, every registered foreign entity, and every reserved or registered name. RCW 23.95.300(3) lists what creates no distinction: a different entity-type word or abbreviation, adding or dropping an article or conjunction such as "the" or "and," punctuation, capitalization or symbols, and abbreviations or plurals.

The Secretary of State cautions that name availability shown in the filing system is subject to final review and does not account for pending submissions. A name reservation costs $30 and holds for 180 days; WAC 434-112-028(3) states that it may not be renewed.

Registered agent rules

RCW 25.15.021(1) requires a Washington LLC to continuously maintain a registered agent in the state. RCW 23.95.415(1) allows three designations: a commercial registered agent already listed with the Secretary of State, a noncommercial agent named with an address, or the title of an office or position within the company, with process sent to whoever holds it.

RCW 23.95.410 requires a street address in Washington plus a Washington mailing address if the two differ, and the form bars a PO Box or PMB. The principal office address is also barred from a PO Box or PMB but need not be in Washington.

RCW 23.95.415(2) provides that an agent shall not be appointed without having given prior consent in a record. Online, WAC 434-112-055(3) has the filer affirm under oath that the signed written consent is already in hand, and the company must then retain it, make it available for inspection, and produce it to the division or the attorney general within 10 business days on demand. A false affirmation is punishable as a gross misdemeanor.

Changing the agent or the agent's office costs nothing and carries no online processing fee, and the new agent's consent must accompany the statement of change. A resignation is also free and takes effect on the earlier of the thirty-first day after filing or the designation of a new agent. Going 30 consecutive days without an agent is itself a ground for administrative dissolution under RCW 23.95.605(3), as our Washington registered agent page explains.

The initial report and the annual report

RCW 23.95.255(1) requires an initial report within 120 days of the date the Certificate of Formation became effective, recording the principal office information and the governors. WAC 434-112-085(7)(n) and (o) price it at no fee when filed with the certificate and $10 when deferred, a choice the online formation screen presents as a "Defer Initial Report" checkbox.

The annual report costs $70 and is due by the last day of the month the entity was formed or registered, under WAC 434-112-060(1). The window opens 180 days before that date, and filing ahead changes nothing: as long as the business does not fall out of active or delinquent status, the expiration day remains the last day of the month it first formed.

Under RCW 23.95.255(2) the report carries the registered agent's and principal office's addresses, the governors' names, a brief description of the nature of the business, and the Unified Business Identifier number. WAC 434-112-060(3) adds disclosure of any transfer of a controlling interest in the entity and any interest in real property, which RCW 43.07.390 narrows to entities owning an interest in real property located in Washington and routes to the Department of Revenue to determine when the real estate excise tax applies.

If the report is late

Timeliness runs on receipt rather than postmark: electronic submissions count until midnight on the due date, and paper filings must arrive by close of business. A late report carries a $25 delinquency fee, making it $95, and puts the company in delinquent status. Administrative dissolution becomes available only once the report is more than 120 days overdue under RCW 23.95.605(2), and RCW 23.95.610 requires the Secretary of State to serve notice and allow 60 days to cure first. Reinstatement then stays open for five years at $140, plus every annual report fee that would have been assessed during the dissolution and the fee for the year of reinstatement, and it relates back to the effective date of the dissolution.

The limited liability company agreement

Washington's statute never uses the phrase "operating agreement." RCW 25.15.006 defines a "limited liability company agreement" and allows it to be oral, implied, in a record, or any combination, including for a sole member. RCW 25.15.018(3) lists fifteen items the agreement may not vary, among them the company's power to sue and be sued in its own name and the court's power to decree dissolution. The Secretary of State does not record these documents, and internal governance uploads are removed before a filing is completed. Our operating agreement guide covers what one usually addresses.

Washington taxes that reach an LLC

Washington does not currently have an individual income tax. Senate Bill 6346 applies a 9.9% income tax beginning January 1, 2028 to individuals and married couples filing jointly with annual adjusted gross income exceeding $1 million, and the first return is due in 2029.

The tax that reaches most operating LLCs is the business and occupation tax, a gross receipts tax on the total value of products sold or total income earned, with no deduction for labor, materials, taxes or other costs. It is reported on the Excise Tax Return through My DOR, under whichever of the more than 50 classifications match the activities the business performs in Washington. Retailing runs .00471, manufacturing and wholesaling .00484, and service and other activities .015 below $1,000,000 in prior-year income, .0175 from $1,000,000 to $4,999,999, and .021 at $5 million or more.

Retail sales tax adds a 6.5% state rate plus a local rate that varies by city or county, collected at the rate where the customer receives the goods or services. The capital gains excise tax applies only to individuals, but an individual can owe it through an ownership interest in a pass-through or disregarded entity, at 7% on the first $1 million of taxable Washington capital gains and 9.9% above that.

The state business license and the UBI

The two agencies act in a fixed order: the Department of Revenue requires a Washington domestic limited liability company to file with the Secretary of State before filing the Business License Application.

That application is required in a list of situations that includes needing city, county or state endorsements, using a name other than the owner's full legal name, planning to hire employees within the next 90 days, selling something requiring sales tax collection, having gross income of $12,000 per year or more, and meeting nexus thresholds.

The processing fee is non-refundable and varies by purpose: $50 to open or reopen a business, $0 to add a location, $10 for any other purpose including hiring employees or registering a trade name, which itself costs $5 per name, and $5 at annual renewal. Online applications take about 10 business days, with an additional two to three weeks where city or state endorsements need approval, and mailed applications can take up to six weeks. The license carries a nine-digit Unified Business Identifier, and an LLC without one is assigned a UBI when the formation filing completes successfully.

Professional LLCs, EIN and later filings

RCW 25.15.046 permits a professional limited liability company, governed by both RCW 25.15 and chapter 18.100 RCW, with every member practicing in Washington licensed in the profession. One that does not maintain professional liability insurance, a bond or other evidence of financial responsibility of at least $1,000,000 leaves its members personally liable to the extent that coverage would have applied.

RCW 25.15.054 states that the chapter does not require an LLC to restrict membership to persons residing or engaging in business in Washington. Amending the Certificate of Formation costs $30, and articles of dissolution carry no fee. An EIN comes from the IRS rather than from any Washington agency, and our EIN guide walks through the application.

Frequently asked questions

How much does it cost to form an LLC in Washington?

The Certificate of Formation fee is $180 under WAC 434-112-085(7)(a). WAC 434-112-075(1) adds a $20 online processing fee to online filings, so the online total is $200 and the mailed total is $180. Filing fees are not refundable.

When is the Washington annual report due?

By the last day of the month the LLC was formed, under WAC 434-112-060(1). The fee is $70, and a report filed after the due date carries a $25 delinquency fee for a total of $95.

Does Washington require an initial report?

Yes. RCW 23.95.255(1) requires an initial report within 120 days of the date the Certificate of Formation became effective. It costs nothing when filed with the formation, and $10 when deferred to a later date.

Can a Washington LLC filing be expedited?

Yes. WAC 434-112-080(3) sets expedited service at $100 per business entity, completed within three working days. Same-day service costs $150 at the division's front counter for paper filings under WAC 434-112-080(1).

Does Washington tax LLC income?

Washington does not currently have an individual income tax. Most businesses owe the business and occupation tax, a gross receipts tax reported on the Excise Tax Return. Beginning January 1, 2028, a 9.9% income tax applies to individuals and married couples filing jointly with annual adjusted gross income exceeding $1 million.

Where does a Washington LLC register a trade name?

With the Department of Revenue on the Business License Application, at $5 per trade name. RCW 23.95.300(5) states that the chapter governing entity names does not control the use of assumed business names or trade names.