A limited liability company, or LLC, is a business model that is created and regulated by state law. Therefore, Washington statutory code regulates the creation and management of LLCs in the state. Without following the laws that stipulate how to start and manage an LLC, including filing specific documentation with the state government, an LLC is not recognized as a legal entity and cannot legally conduct business in the state of Washington.
Naming the LLC in Washington
Washington law requires that all business names be distinguishable from one another. Therefore, an LLC must have a name that is unlike any other business's name in Washington. Washington law also requires that the LLC identify itself as such in its name, adding the words “limited liability company” or “LLC” to its name. There is also a list of words that Washington law does not permit to be included in an LLC name, including “cooperative,” “trust,” “loan,” “home” or any abbreviations of these words. Access Washington is a database that provides information on the availability of business names in the state.
Washington law requires that an LLC file a certificate of formation with the Washington Secretary of State to be recognized as a legal entity. A certificate of formation is a document that states the name, address, registered agent -- a Washington state resident who will accept mail and service of process on behalf of the LLC -- purpose, members' names and duration of the business. There is a $175 filing fee as of November 2010. After filing a certificate of formation, an LLC must file a master business application. A master business application includes a checklist of the licenses and fees new business must pay in Washington and asks for information about the LLC, including the LLC’s name and names of members. The master of business application also allows businesses to create a state employment account should the LLC have employees. Filing a completed application demonstrates your business's compliance with all licensing requirements and fees. The filing fee is $35 as of November 2010, plus a $5 fee for each trade name, if applicable.
Washington law does not require that an operating agreement -- a document that states how and by whom the company is run -- to be created by an LLC. However, operating agreements can supersede state laws regulating how an LLC is run, and are therefore often created even though they are not required.
Required Document Maintenance
Washington law requires that an LLC maintain certain documents at the LLC's principal business location. Washington Revised Code Section 25.15.135 requires that an LLC maintain a contact list of current and past members and managers, a copy of its certificate of formation and any amendments, and a copy of the operating agreement, if created. Other documents may be necessary depending on if the LLC has made an operating agreement.