How to Start an LLC in Washington
Washington has over 657,529 large and small businesses with over 1.4 million employees. Approximately 462,892 active LLCs are registered with the Washington Secretary of State (SOS0). Here is the breakdown of the numbers:
- Foreign Limited Liability Company – 36,852
- Foreign Professional Limited Liability Company – 371
- Domestic Limited Liability Company – 408,020
- Domestic Professional Limited Liability Company – 17,649
All these active LLCs comply with the Washington limited liability company act. Information regarding active LLCs is available on the SOS Corporation Search portal. Click on the advanced search if the name or UBI of the specific LLC is unknown. Select the business type and status to view records on LLCs maintained by the SOS. All these records are available because the business is registered with the SOS. Below is the general roadmap to starting a business in Washington:
- Step 1: Research and make a plan
- Step 2: Determine the business name: The SOS requires all new LLCs to register a name different from the name of any existing LLC in their record.
- Step 3: Choose a registered agent: All LLCs must continuously maintain a registered agent and a registered office in Washington. The primary function of these registered agents is to provide notices to the represented LLC at their address.
- Step 4: Register the LLC: Individuals who want to create an LLC in Washington must file the necessary paperwork with the SOS.
- Step 5: Get an Employer Identification Number (EIN): All LLCs in Washington must obtain an EIN from the Internal Service Revenue (IRS) to conduct business in the state. An EIN is a nine-digit number that helps the IRS identify LLCs for tax purposes.
- Step 6: Obtain a business license: The Washington Department of Revenue (DOR) requires all LLCs to register for business licenses at the state and local levels.
- Step 7: Pay business tax: All LLCs conducting business in Washington must pay taxes to the State Department of Revenue (DOR).
Review the Small Business Guide for helpful information on the steps for starting an LLC in Washington.
What is an LLC?
An LLC stands for Limited Liability Company. An LLC is a business structure that provides liability protection for members. One or more individuals or entities create an LLC through a special written agreement.
Step 1: Washington LLC Name Search
Per RCW 23.95.300, the name of a new LLC must be distinguishable from the name of any existing entity on the record with the Washington Secretary of State (SOS). Therefore, interested persons can use the Washington Business Name Search tool to conduct an LLC name search. Type the potential name in the search box, excluding identifiers like “LLC,” and leave all other boxes blank. Click the search button to view all entities using the same or similar names.
Per RCW 23.95.305(5), a limited liability company’s name must have the words “limited liability company” and “limited liability” and the abbreviation “Co.,” “L.L.C.,” or “LLC.” It must not contain phrases like “partnership, “cooperative,” “corporation,” or “incorporated,” or the abbreviations “Ltd.,” “Corp.,” “Inc.,” “L.P.,” “LP,” “LLP,” “L.L.P.,” “LLLP,” or “L.L.L.P.” A professional limited liability company’s name must contain the words “professional limited liability company” or “professional limited liability” and the abbreviation “Co.,” or the abbreviation “P.L.L.C.” or “PLLC.”
The applicant must mail a Name Reservation form to the SOS to reserve a business name. The filing fee is $30 and an additional $50 to expedite the process. Payments can be made by checks or money orders payable to the “Secretary of State.” Business names in Washington can be reserved for 180 days.
Step 2: Choosing an LLC Registered Agent in Washington
Per RCW 25.15.021, all domestic and foreign LLCs must continuously maintain a registered agent in Washington. An individual or entity may be appointed as a registered agent with their consent. The registered agent must have a registered office with a physical address, not a PO Box or PMB. The business owner must ensure the regstered agent signs the Consent of the Registered Agent. The business owner must print the name and title of the resident agent signing and provide the signature date. Per RCW 23.95, there are two types of registered agents in Washington: commercial registered and non-commercial registered agents. There are about 5203 registered agents currently registered with the Washington Secretary of State (SOS). Entities can either choose commercial or non-commercial registered agents that are willing to perform the following duties in accordance with RCW 23.95.455:
- To forward any process, notice, or demand served on or received on their behalf to the represented LLC.
- To provide notices to the represented entity at their address
- Noncommercial registered agents must keep current the information stated in RCW 23.95.415(1)
- Commercial registered agents must keep current the information stated in RCW 23.95.420(1)
How Do I Change My Registered Agent for My LLC in Washington?
LLCs who want to change their registered agents must file a Statement of Change/ Designation of Registered Agent form with the Washington Secretary of State (SOS) Corporations & Charities Division. The form should be sent by mail. Filing this form does not require a fee, but expedited service attracts a fee of $50. Commercial registered agents can change their information recorded with the SOS by filing a Statement of Change by Commercial Registered Agent online or by mail at no cost. Registered agents who want to resign must file a Statement of Resignation with the SOS. the form can be filed online or by mail. Filing fee is free.
Step 3: LLC Filing Requirements in Washington
The Washington Secretary of State (SOS) provides specific legal requirements and eligibility considerations for filing that must be met before any LLC registration can be approved. These filling requirements are:
- Certificate of Formation: Business owners must file a certificate of formation with the SOS to conduct business in Washington. Per RCW 25.15.071, the certificate of formation must contain the following:
- The limited liability company’s name
- A registered agent’s name and address
- The latest date on which the LLC is to dissolve
- The address of the principal office of the limited liability company
- Any other matters the LLC members want to include in the certificate
- The name and address of each person filing the certificate of formation.
- LLC operating agreement: RCW 25.15.006(8), an LLC agreement is created by the member or members regarding the affairs and the conduct of its business.
- Age requirements: The SOS has no age restrictions for forming an LLC in Washington, but the minimum employment age in Washington is 14. However, there are certain occupations prohibited for minors in the state. Review the Prohibited Duties page on the Indiana Department of Labor and Industries website for more information on jobs minors should not undertake within an LLC.
Do You Need a Washington Address for LLC?
Yes, Washington law requires all domestic and foreign LLCs in the state to maintain a registered office. This must be a physical address in Washington, not a PO Box address. The street address of the LLC’s registered office must be included in the formation paperwork for their registration with the SOS to be valid. Additionally, the Washington Secretary of State (SOS) requires all LLCs to provide a principal office address while filling out formation documents. The principal office must be a physical address place where the LLC’s records are kept. The address of the principal office must be in Washington state and should not be a PO Box or PMB.
How to Get a Virtual Address for LLC in Washington
A virtual address is an actual street address that can be used as a mailing or business address without the business needing to occupy that place physically. A virtual address is not a PO box. Some LLCs use virtual addresses to receive business mail and packages. Business owners can get virtual addresses from several third-party online vendors in Washington. Virtual address providers have different pricing and service plans with unique features.
Do well to compare pricing and services from at least three providers before settling for one. Settle for a virtual address package that offers the best service at a cost-effective rate.
How to File for an LLC in Washington
Individuals can file for an LLC via the SOS online system or by mail. Online filers must create a user account on the registration portal. Mail applicants will have to file different documents depending on the type of LLC they want to register. Domestic mail filers may submit a Certificate of Formation – Washington Limited Liability Company or a Certificate of Formation of a Professional Limited Liability. Foreign mail applicants must submit a completed Foreign Entity Registration form to the SOS. All forms should be sent to the following mailing address:
Washington Secretary of State
Corporations & Charities Division
PO Box 40234
Olympia, WA 98504-0234
Phone: (360) 725-0377
In-person applications can be made during business hours between 8 a.m. and 4 p.m. Monday through Friday, except for legal holidays. The Office is located at :
Washington Secretary of State
Corporations & Charities Division
801 Capitol Way South
Olympia, WA 98501–1226
Email: corps@sos.wa.gov
Phone: (360) 725-0377
Online filings cost $200, and paper submissions cost $180. An additional $50 must be added to the filing fee if an expedited service is requested. Payments can be made by credit card, checks, or money orders, depending on the filing method.
How to Create an LLC Online in Washington
The first step to creating an LLC online is to create a user account on the Washington Corporation and Charities Filing System. Then, log in with the User ID and secured password. Here is a step-by-step process for creating an LLC online:
- Log in to the Corporations and Charities Filing System
- Select “Create or Register a Business” at the left navigation menu
- Select the appropriate statement regarding the type of business intended to be formed or registered.
- Select the business type, check “Defer Initial Report,” and then click the Continue button
- Fill out the Certificate of Formation of Foreign Registration Statement form.
- Complete the following sections:
- Unified Business Identifier (UBI): Enter a 9-digit UBI number in the appropriate search box. Filers without UBI numbers should select “No” and continue with the filing. If “No” is selected, the SOS will issue a UBI number upon successful completion of the filing
- Business Name: Provide the LLC’s name in the appropriate section.
- Registered Agent: Select one type of agent which could be commercial or non-commercial.
- Certificate of Formation: The filer must select if they have prepared Certificate of Formation they would like to upload. If yes, they can upload the document with a size limit of 10 MB. The document must be in anny of the following formats: tif, jpg, pdf, jpeg, doc, png, docx)
- Principal Office: Type the principal office address. A principal office should be a physical address place where the LLC’s records are kept. The SOS does not accept PO Box or PMB and the address does not need to be in Washington State.
- Period of Duration: Select a period of duration for the LLC. The filer can select a perpetual duration, a specified date, or a specified number of years.
- Effective Date: Select the date the filing is to be effective. If “Date of Filing” is selected, the effective date will be when the SOS completes the submission. A future effective date may be specified, which must not exceed 90 days after the filing date.
- Executor Information: The filer must provide the name, address, and signature of the person(s) creating the LLC. These people are called executors.
- Return Address for this Filing: The filer can provide a return address where the confirmation regarding the registration will be sent.
- The filer can upload additional documents and provide information about the authorized person
- Check the certification box to confirm that the information provided are accurate.
- Once the required fields are completed, select “Continue” to advance to the review page.
- Follow the prompts and pay the required fees. r account
Can You Have Multiple Businesses Under One LLC in Washington?
No, the Washington Secretary of State does not provide paperwork for registering multiple businesses under one LLC. However, interested persons can contact the SOS main office to inquire about having multiple businesses under one LLC. The main office is located at:
Washington Secretary of State
Legislative Building
416 Sid Snyder Ave SW
Olympia, WA 98501
Phone: (360) 902-4151) (Legislative Building)
(360) 725-0377 (Corporations and Charities Division)
Email: secretaryofstate@sos.wa.gov
How Long Does it Take to Set Up an LLC in Washington?
The length of time it takes to set up an LLC in Washington depends largely on the filing method. For example, online applications are normally processed within two business days. Mail filings are processed in the order received. Mailed expedited filings are usually processed within 2 to 3 business days, and in-person expedited filings received before 3:30 pm are usually handled the same day, often within an hour.
Step 5: How to Get an EIN for LLC in Washington
The Internal Revenue Service (IRS) assigns a nine-digit number called employer identification number (EIN) to businesses. The IRS uses EIN to identify taxpayers who must file various business tax returns. U.S. applicants can get an EIN online, by fax, or by mail. Online applications can be made from Monday to Friday from 7 a.m. to 10 p.m. (Eastern time). Fax and mail applicants must submit a complete Form SS-4, Application for Employer Identification Number, to the appropriate fax number or mailing address:
(For US applications)
Internal Revenue Service
Attn: EIN Operation
Cincinnati, OH 45999
Fax: (855) 641-6935
(For applicants with no legal residence or place of business in the US)
Internal Revenue Service
Attn: EIN International Operation
Cincinnati, OH 45999
Fax: (855) 215-1627 (within the U.S.)
Fax: (304) 707-9471 (outside the U.S.)
The processing time for fax applications is four business days, while mail applications take about four weeks to process. International EIN applicants should call (267) 941-1099 from 6 a.m. to 11 p.m. (Eastern time) Monday through Friday to obtain an EIN. The caller must be authorized to receive the EIN and answer questions concerning Form SS-4.
Step 6: Do LLCs Pay Taxes in Washington?
All LLCs conducting business in Washington are required to pay taxes to the State Department of Revenue (DOR). The state does not have a corporate or personal income tax, but LLCs might be subject to all or any of the following taxes:
- Business and occupation (B&O) tax: All LLCs are subject to this tax. The B&O tax is divided into the following classifications:
- Retailing B&O tax: This tax classification applies to LLCs that are involved in selling or renting goods and certain services to customers.
- Wholesaling B&O tax: This tax classification applies to LLCs that sell goods and certain services to retailers
- Manufacturing B&O tax: This tax classification applies to LLCs that manufacture products, whether for their own use or sale (as tangible property) to others.
- Service and other activities B&O tax: This tax classification applies to LLCs that provide professional or personal services.
- Retail sales/use tax: Retail sales tax applies to LLCs that sell tangible personal property to consumers or provide certain services like title insurance, charges by abstract, escrow, and credit bureau businesses. Use taxes are collected from in-state consumers if retail sales tax has not been collected.
- Personal property tax: This tax applies to personal properties of an LLC, like furniture, equipment, and supplies. Personal property taxes are paid to county assessors and treasurers.
- Local B&O tax: LLCs physically located in some cities in Washington may be required to pay local B&O taxes. This local tax is separate from the state B&O tax.
How Are LLCs Taxed in Washington?
LLCs in Washington are taxed based on their location, business type, what they sell, and income. For example:
- LLCs that sell or rent goods and certain services to customers will pay a Retailing B&O tax rate of 0.471% (.00471) of their gross receipts.
- LLCs that sell goods and certain services to retailers must pay a Wholesaling B&O tax rate of 0.484% (0.00484) of their gross receipts.
- LLCs that manufacture products, whether for their own use or sale (as tangible property) to others, will pay a Manufacturing B&O tax rate of 0.484% (0.00484) of their gross receipts.
- LLCs that provide professional or personal services will pay a Service and Other Activities B&O tax rate of 1.5% (0.015).
- LLCs that sell tangible personal property to consumers or provide certain services must pay a retail sales tax of 6.5% (state level).
Tax Benefits of an LLC in Washington
Here are the two major tax benefits of an LLC in Washington:
- Flexibility: LLCs in Washington enjoy flexible taxation. This is because they can choose to be taxed as a sole proprietor, partnership, C corporation, or S corporation. With this flexibility, business owners can choose the best tax approach for their LLCs.
- Avoiding double taxation: LLCs tend to avoid double taxation by choosing to be taxed as sole proprietorships or partnerships. Double taxation occurs when a company pays taxes at the business level and shareholder levels. LLCs who do not choose to be taxed as a corporation will not be taxed twice.
Do You Have to Renew LLC Every Year in Washington?
Yes, the Washington Secretary of State (SOS) requires all domestic and foreign LLCs to file an annual report. This filing helps LLCs to remain in good standing and keeps their Unified Business Identifier (UBI) active. The due date of an annual report is the last day of the month in which the LLC was originally formed. Failure to file an annual report can result in delinquent business status and administrative dissolution. An annual report should be filed within 180 days before the expiration date. LLC owners can file their annual reports online through the SOS’ Corporations and Charities Filing System. Filings cost $60, but annual report filings with delinquency attract a fee of $85.
How Much Does It Cost To Start an LLC in Washington
Per RCW 25.15.806, LLCs operating in Washington are subject to the applicable fees by the secretary of state (SOS) under RCW 23.95.260 and 43.07.120. Below is the breakdown of the expenses likely to be accrued while filing an LLC in Washington:
- Filing formation paperwork: Online filing of domestic and foreign formation documents costs $200, while paper submissions cost $180.
- Reports: All LLCs in Washington are required to file initial reports and annual reports with the SOS. Filing initial reports costs $10, while annual reports cost $60. Filing an annual report with delinquency attracts a fee of $85.
- Registered agent fees: Washington law requires all LLCs conducting business in the state to continuously maintain registered agents. The job of a registered agent is to forward to the represented LLC any process, notice, or demand served on or received on their behalf. The cost to hire a registered agent is between $50 and $300 per year.
- Business license fees: The cost of a business license varies. Application for the endorsements, registrations, or permits needed for the LLC attracts additional fees.
- Business tax: LLCs in Washington are subject to business and occupation (B&O) tax, retail sales/use tax, and/or personal property tax. Many Washington cities impose a local B&O tax on LL, which is separate from the state tax. The cost of these taxes varies depending on several factors.
- Optional fees: There are some optional fees a business owner may have to pay while trying to create an LLC in Indiana. These fees are:
- Name reservation: Name reservation costs $30 in Washington, and the name will be reserved for 180 days.
- Amendment to filing: The filing fee for the Amended Certificate of Formation or Foreign Registration Statement is $30 each.
Can You Form an LLC In Washington For Free?
No, but individuals can minimize costs by submitting their applications by mail or in-person. Generally, business owners need to file appropriate formation paperwork with the Secretary of State (SOS) before they can form an LLC in Washington. Online filing of the paperwork costs $200, while paper submissions cost $180.
How to Start an LLC in Washington For Free/At Minimal Cost
The Washington Secretary of State (SOS) does not provide an option for individuals to start an LLC in the state at no cost. However, individuals can minimize costs in several ways when starting an LLC in Washington. For Example, individuals can save $20 when they file for an LLC Certificate of Formation by mail or in person rather than online. An additional $30 can be saved if business owners ensure all information provided on their certificate of formation are accurate, so there is no need to file amendment documents.
What Businesses Should Consider Forming an LLC in Washington?
The U.S. Small Business Administration (SBA) reports that an LLC is a good choice for businesses with medium or high risks. An LLC business structure is also a good option for business owners with significant personal assets and those desirous of paying low taxes than they would with a corporation.
What are the Benefits of An LLC in Washington
Washington State offers various structures for business owners to operate their businesses. These structures range from the simplest simple (sole proprietorship) to the more complex (C corporation). One extremely popular business structure is the limited liability company (LLC). Its popularity is derived from its unique hybrid that combines a partnership’s flexibility with a corporation’s asset protection. Below are the benefits of an LLC in Washington:
- Separate legal identity: An LLC is a separate business entity from its owners, who are called members. An LLC has its own rights, responsibilities, and liabilities. This means that an LLC can sue and be sued in its own name. Additionally, an LLC can acquire its own real or personal property, lend money, make its own contracts and guarantees, and invest funds.
- Limited liability: LLC members enjoy limited liability because the company is separate from its members. This means members’ assets cannot be used to satisfy the LLC’s debts and obligations.
- Perpetual existence: LLCs have perpetual existence unless the certificate of formation specifies differently. This means that a member’s death, retirement, or withdrawal from the company cannot trigger the dissolution of the company. Review RCW 25.15.265 for information on factors that can make an LLC dissolve in Washington.
- Flexible management structure: Unlike a corporation, the management structure of an LLC is very flexible. Members or managers can handle the management of an LLC. The managers can be members of the LLC or non-members based on the provisions in the operating agreements. The flexible management structure of LLCs makes it suitable for a few owners interested in running the business together and for a business venture with many owners spread across the United States.
- Pass-through taxation: LLCs are “pass-through” tax entities, making it possible for them to be taxed at the member level. LLC LLC’s profits, losses, deductions, income, credits, and other tax items flow through to the member(s). LLC members must report taxes on their personal income tax returns and pay taxes at individual tax rates. The IRS and DOR do not subject an LLC to entity-level taxation unless it elects to be taxed as a C corporation.
How Does an LLC Work in Washington
Per RCW 25.15.054, members of an LLC can be individuals resident within and outside Washington. A certificate of formation must be filed with the Secretary of State (SOS) to form an LLC in Washington (RCW 25.15.071). Additionally, each domestic and foreign LLC conducting business in the state must file initial and annual reports with the SOS (RCW 25.15.106). An LLC can be member-managed or manager-managed. Per RCW 25.15.151, a member-managed LLC is a type of LLC where the management of business activities lies in the hands of the members. A manager-managed LLC is a type of LLC where management duties lie in the hands of one or more managers (RCW 25.15.154).
LLC VS S Corp in Washington
An LLC and a S corp differ significantly from one another in terms of ownership, management, and ongoing formality. Washington law allows LLCs to have unlimited members, but the shareholders of S corps cannot exceed 100. Non-U.S. citizens/residents can be LLC members but cannot be shareholders in an S corps. An LLC must be registered with the Washington Secretary of State (SOS), but a corporation must submit Form 2553, Election by a Small Business Corporation, to the Internal Service Revenue (IRS) to become an S corporation.
LLC vs. Sole Proprietorship in Washington
A sole proprietorship is a business owned by one individual or married couple, while an LLC is formed by one or more individuals/entities through an operating agreement. The owner of a sole proprietorship is called a sole proprietor, while LLC owners are called members. A sole proprietor has unlimited liability for debts and taxes, while LLC members are not liable for business debts and taxes. Sole proprietorships are usually not registered with the Washington Secretary of State, but LLCs are usually registered with the SOS.
LLC vs. Corporation in Washington
Owners of LLCs are called members, while owners of corporations are called shareholders. Per RCW 23.95.305, a business corporation’s name must have the word “corporation,” “company,” “incorporated,” or “limited,” or the abbreviation “Corp.,” “Inc.,” “Co.,” or “Ltd.” In contrast, an LLC’s name must contain the words “limited liability company” or “limited liability” and the abbreviation “Co.,” “L.L.C.,” or “LLC.” To form a corporation, individuals must file Articles of Incorporation, while a Certificate of Formation must be filed to form an LLC.
LLCs are taxed as pass-through entities by default which makes profits and losses be reported at the members’ level and not at the business level. In contrast, corporations are taxed twice. Corporations pay tax on their profits (corporate tax) and tax on shareholders’ dividends. The management structures of LLCs are more flexible than that of corporations. LLCs are usually managed by members, while corporations are managed by a board of directors and corporate offices who handle the day-to-day operations of the business.
Business License vs. LLC in Washington
A business license and an LLC do not perform similar functions. A business is an official document issued by a local, state, or federal agency granting permission to operate within a particular jurisdiction. Unlike a business license, LLC is a method of structuring a business for specific purposes. To get a business license, appropriate paperwork must be filed with the Washington Department of Revenue (DOR). In contrast, individuals must file formation paperwork with the Washington Secretary of State (SOS) to form an LLC. Individuals can not obtain a business license without first registering with the SOS.
Do I Need a Business Licence if I Have an LLC in Washington?
All LLCs in Washington that meets the following criteria need a business license:
- The LLC’s annual gross income is $12,000 or more.
- The LLC requires city and state endorsements.
- The LLC buys or processes specialty wood products.
- The LLC plans to hire employees within the next 90 days.
- The LLC is doing business using a name other than its legal name.
- The LLC sells a product or provides a service that requires sales tax collection.
- The LLC is required to pay taxes or fees to the Washington Department of Revenue.
LLCs that meet the above-mentioned criteria can obtain a business license online or by mail from the Washington Department of Revenue. Mail applicants must submit a completed Business License Application and supplemental forms and mail them to:
Washington Department of Revenue
Business Licensing Service
P.O. Box 9034
Olympia, WA 98507-9034
It takes between 15 and 30 minutes to complete a business license application. The cost of a business license varies. Review the information on the “Variable business license processing fees” page to determine the processing fee. Additional fees apply to the endorsements, registrations, or permits needed for the business. After filing a business licensing application, the LLC will receive a Unified Business Identifier (UBI), Business License, and information about handling sales tax and business and occupation taxes from the DOR. LLCs that intend to hire employees will receive information about employee quarterly report forms from the Washington State Department of Labor & Industries (L&I) and the Employment Security Department (ESD). The processing time for a business license is about ten business days. LLCs that need city or state endorsements should expect to receive their business licenses in additional 2 to 3 weeks.
How to Dissolve an LLC in Washington
LLCs can be dissolved online or by mail. Business owners who want to dissolve their LLCs online must:
- Visit the SOS’ Corporations and Charities Filing System (CCFS) landing page
- Log in to their CCFS accounts
- Once logged in, select “Business Maintenance Filings” from the navigation bar on the left side, then select “Dissolution/Withdrawal.” The business owner must search for their business by entering their UBI numbers or Business Names, then select the “Search” button.
- Select the desired business from the business search results, then select the “Continue” button. The page will advance to the online Certificate of Dissolution to be completed
- Once the required fields are completed and desired updates have been made, select “Continue” to advance to the review page.
- Follow the prompts to complete the dissolution.
Mail applicants must file a Certificate of Dissolution (domestic LLCs) or Withdrawal Statement on Dissolution or Conversion (For foreign LLCs) with the SOS. The SOS does not charge fees for filing dissolution forms. However, business owners who want expedited services must pay $50.