Articles of Organization LLC Washington

What Are Washington Articles of Organization?

In the state of Washington, the Articles of Organization are a legal document required to form a Limited Liability Company (LLC). This document, also known as the Certificate of Formation, is filed with the Washington Secretary of State to officially register the LLC. The Articles of Organization outline essential details about the LLC, such as its name, management structure, and registered agent. The governing statutes for LLC formation in Washington can be found in the Revised Code of Washington (RCW) Title 25, Chapter 25.15.

Are Washington Articles of Organization Required?

Yes, filing the Articles of Organization is mandatory for establishing an LLC in Washington. According to RCW 25.15.071, an LLC is legally recognized only after the Articles of Organization are filed with the Secretary of State. Failure to file this document means the LLC does not legally exist, and the business cannot benefit from the liability protections and tax advantages that an LLC structure provides.

Information Required in Washington Articles of Organization

Name Requirements

The LLC name must include a designation such as "Limited Liability Company," "LLC," or "L.L.C." as per RCW 25.15.010. The name must be distinguishable from other registered entities in Washington. Certain words, such as "bank" or "university," may require additional approval from relevant state agencies. To check name availability, use the Washington Business Name Search tool.

Washington Registered Agent and Registered Office

Every LLC in Washington must appoint a registered agent, who can be an individual resident or a business entity authorized to do business in the state. The registered agent must have a physical street address in Washington, not a P.O. Box, as specified in RCW 25.15.021. The registered agent must consent to their appointment. For more details, refer to the Registered Agent FAQs.

Management Structure

The Articles of Organization must specify whether the LLC is member-managed or manager-managed, as outlined in RCW 25.15.151. The document should include the names and addresses of the initial members or managers.

Organizer Information

An organizer is responsible for filing the Articles of Organization. There are no residency requirements for organizers in Washington. The organizer's name and address must be included in the filing.

Purpose Statement

Washington allows for a general purpose statement, meaning the LLC can engage in any lawful business activity. However, if the LLC is involved in licensed professions, additional documentation may be required.

Certificate of Formation Effective Date

The effective date of the Certificate of Formation can be immediate upon filing or a future date specified in the document, not exceeding 90 days from the filing date, as per RCW 25.15.071.

How to File Washington Articles of Organization

Online

The Washington Secretary of State offers an online filing system called CCFS. The system is available 24/7, and filings are typically processed within 2-3 business days. Payment can be made via credit card, and a convenience fee may apply. To file online, follow these steps:

1. Create an account on the CCFS portal.
2. Complete the Articles of Organization form.
3. Pay the filing fee.
4. Submit the form electronically.

Mail

To file by mail, send the completed Articles of Organization form to:

Washington Secretary of State
Corporations & Charities Division
801 Capitol Way S
Olympia, WA 98501-1226

Include a check payable to "Secretary of State." The processing time for mail filings is typically 5-7 business days. Ensure you include the required number of copies and a self-addressed stamped envelope for the return of your documents.

Washington Articles of Organization Filing Fee

The filing fee for the Articles of Organization in Washington is $180. For the official fee schedule, visit the Washington Secretary of State Fee Schedule. Additional fees may apply for expedited processing or credit card payments.

What Happens After Filing Washington Articles of Organization?

Once the Articles of Organization are filed, the LLC is legally formed. The Secretary of State will issue a Certificate of Formation as evidence of filing. The LLC must obtain a Federal Employer Identification Number (EIN) from the IRS. Additionally, the LLC may need to register for state taxes with the Washington Department of Revenue. An operating agreement is recommended, though not required by law. The LLC must also file an annual report with the Secretary of State, as detailed on the Annual Report page.

Common Mistakes When Filing Washington Articles of Organization

1. Name Availability Issues: Ensure the LLC name is unique and complies with state requirements. Use the Business Name Search tool to verify availability.
2. Missing Registered Agent Information: The registered agent's name and physical address must be included. Failure to do so will result in rejection.
3. Incorrect Filing Fee: Verify the current fee and include the correct amount. Overpayments or underpayments can delay processing.
4. Invalid Registered Agent: The registered agent must meet state requirements. Using a P.O. Box or an out-of-state agent will cause rejection.
5. Restricted Terms Without Approval: Using restricted words without proper approval can lead to rejection. Obtain necessary approvals before filing.
6. Unsigned Documents: Ensure the Articles of Organization are signed by the organizer. Unsigned documents will not be processed.
7. Wrong Forms for Professional Services: Use the correct forms for professional LLCs. Refer to the Professional Entity Forms page.
8. Delayed Effective Date Errors: If specifying a delayed effective date, ensure it does not exceed 90 days from the filing date.

Additional Resources

• Washington Secretary of State Main Page
• Business Division/Formation Page
• Revised Code of Washington (Complete Code)
• Online Filing System (CCFS)
• Washington Department of Revenue
• Contact Information: Phone: 360-725-0377, Email: corps@sos.wa.gov

This article provides general information about Washington LLC formation requirements under the Revised Code of Washington. It is not intended as legal advice. Persons forming an LLC should consult with a private attorney regarding their specific circumstances.