Washington State LLC Laws

By Joe Stone

Washington State enacted its LLC laws in 1995, called the Washington Limited Liability Company Act. The LLC laws authorize the creation of new LLCs in Washington State and permit LLCs formed in other states to conduct business in Washington State. The corporations division of the secretary of state’s office oversees implementation of the LLC laws. Additionally, the Washington Administrative Code sets forth rules and regulations established by the secretary of state regarding the practices and procedures of the corporations division pertaining to limited liability companies.

Washington State enacted its LLC laws in 1995, called the Washington Limited Liability Company Act. The LLC laws authorize the creation of new LLCs in Washington State and permit LLCs formed in other states to conduct business in Washington State. The corporations division of the secretary of state’s office oversees implementation of the LLC laws. Additionally, the Washington Administrative Code sets forth rules and regulations established by the secretary of state regarding the practices and procedures of the corporations division pertaining to limited liability companies.

Formation of a New LLC

Forming a new LLC, or limited liability company, in Washington State is accomplished by filing a certificate of formation with the secretary of state's office. The minimum information required for a certificate of formation includes the LLC’s name, the street address for its principal place of business, its effective date, which is upon filing the certificate or a within date 90 days after filing, a statement whether the LLC's existence will be perpetual until dissolved or a specified dissolution date, whether the LLC will be managed by the members or a designated manager, the name and address of the LLC’s registered agent, and the name and address of the person preparing the certificate, called the executor. Both the executor and the registered agent must sign the certificate. A pre-printed form of the certificate is available for downloading from the corporation division's website; it can be filed by mail or in person upon completion.

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Registering a Foreign LLC

Any LLC that is formed in another state or country -- a foreign LLC -- cannot engage in business in Washington State until after filing a Foreign Limited Liability Company Registration form with the secretary of state. The information required on the form includes the LLC’s name and business name to be used in Washington State, if different, name of state or country where formed, the street address for principal place of business, its effective date, which is upon filing the registration or a within date 90 days after filing, a statement whether its existence will be perpetual until dissolved or a specified dissolution date, the date it began doing business in Washington State, the name and address of the LLC’s Washington State registered agent, and the name and address of the LLC’s manager or member preparing the registration. As with the certificate of formation, both the manager or member and the registered agent must sign the registration. The corporation division's website provides a downloadable registration form (see Resources).

Corporations Division's Online LLC Services

The Washington Administrative Code (WAC) expressly provides that the public have access to limited liability company information and online submission forms from the corporations division's website. A web page called "Online Application Forms" on the division’s website features many business forms that can be submitted electronically including a certificate of formation for a new LLC and a registration form for a foreign LLC (see Resources). With regard to the signature requirement for the LLC's registered agent, the WAC provides that the person filing either of these forms online must affirm under oath that he has a signed consent from the registered agent in his possession.

Unified Business Identifier

All businesses in Washington State are required to have a Unified Business Identifier Number, or UBI. The purpose of this number is to identify your company when conducting business with any state agency. When you form a new LLC or register a foreign LLC, this number is supplied to your LLC by the corporations division. This number is required when performing any other online filing, such as submitting the Annual Report required of all LLCs.

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References

Resources

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