Are you looking to form a limited liability company (LLC) in Washington, but you’re not sure how the process works? There are several important steps to create a compliant Washington LLC that can do business in the state.
To get started, please reference our 6-step guide below or hire an affordable online LLC formation service.
What is a Washington LLC?
The Washington LLC is one of the most popular business structures in the state. It’s a more casual and flexible type of business than a corporation but includes the personal asset protection that’s lacking from sole proprietorships and general partnerships.
LLCs in Washington have simple formation and maintenance requirements, several options for how they can be taxed, and flexible management. From one-person businesses to multi-member LLCs with several owners, the LLC is a popular choice for a reason.
Setting up a brand-new Washington LLC in 6 Steps
For the first part of this guide, we’ll cover the 6 essential steps to setting up a Washington business that doesn’t have employees yet. These steps also apply to businesses with employees, but we’re keeping things streamlined to start. If you do have employees, make sure you complete these steps and the steps for employers (which we’ll cover later in the guide).
Step One: Choose a business name
Your LLC’s name is often the first impression you get to make on potential customers, and therefore it goes without saying that this is an important step. There are a few different aspects to consider when naming your business.
In the state of Washington, you’re required by law to meet several requirements for your business name. Here’s a quick glimpse at the rules for LLCs:
- Your name must include the phrase “limited liability company” or the abbreviation “LLC” or “LC” (with a few permitted variations)
- Your name cannot include words or phrases like “bank,” “trust,” “insurance,” or other words that are restricted by law
- Your name must be “distinguishable on the records,” or distinct from the names of other state businesses
For more information on business names in Washington, check out the Name of Entity Article within Washington’s Uniform Business Organizations Code.
Another aspect to consider is including language that explains what your business does ― for example, if you’re starting a coffee shop, put the word “coffee” or “brew” in your LLC name. Additionally, if your business has strong values like being environmentally friendly, you can indicate that by including the word “green.” This helps potential customers know exactly what to expect from your business.
Matching Business Domain
Behind every successful business is a user-friendly website, which means you need a URL. A website is not a legal requirement, but we highly recommend it, and the best URLs match or closely reflect their business’s name.
To register a URL, we recommend GoDaddy. They make it easy to build a website for your company, guaranteeing that no one else can use or take the URL you want.
Once you’ve picked the perfect name for your business, you don’t want to lose it to another aspiring entrepreneur. Thankfully, Washington allows you to reserve your business name if you’re not quite ready to register your business. To do that, you’ll need to file the Name Reservation Application and pay a $30 fee.
Filing this reservation protects your chosen name for your exclusive use for a full year. You can learn more about name reservations here.
Step Two: Appoint a Registered Agent
Every LLC in Washington is required to designate a registered agent, which is the individual or registered agent service that receives government correspondence on behalf of your business, then forwards those documents to you.
When you appoint a Washington registered agent, here are the state requirements to be mindful of:
- Every entity that files with the Secretary of State (both domestic and foreign) must appoint a commercial or noncommercial registered agent
- The commercial registered agent is one that has registered to be included on the state database, usually offering services for a fee
- A noncommercial agent may be an individual resident of the state OR an individual within the business itself that will accept service of process
- The agent must commit to the appointment
- An agent must be continuously maintained
You can find a full rundown of the state laws here.
Without a registered agent, you could lose your good standing with the state of Washington, and the state also has the right to dissolve your LLC if they decide to. In a worst-case scenario, you could miss the alert regarding a lawsuit against your company, which could even lead to a judgment against your business because you didn’t defend yourself.
Guru Tip: We recommend designating an online service to handle these requirements. This eliminates junk mail and keeps your personal and/or business address off the public record.
Step Three: File Formation Documents
Once you are ready to form your Washington limited liability company, you will fill out the Certificate of Formation. You can either do this on your own or hire a Washington LLC service. Some services, like ZenBusiness, even offer discounts on their service.
This is THE document that will register your LLC with the state. You’ll want to ensure all of the following information is correct on the form:
- Your UBI #, if you have one (if not, one will be issued to you)
- Your chosen business name
- Name reservation name (if you filed one)
- Duration: perpetual or desired end date
- Effective date (cannot be more than 90 days after the filing date)
- Name, address, and type of registered agent
- Signature of agent consenting to the appointment
- Principal office street address and mailing address
- Phone and email address for the business (optional)
- Name, address, and signature of the person executing the document
Washington requests a lot of information on this form, but all told, it’s pretty straightforward. One of the most time-consuming sections will be getting your registered agent’s consent and signature. But it’s not a difficult one. Just be sure to include it, or your filing will be rejected.
Another important step is the Initial Report, another document that gives the state information about your business. Technically, this report doesn’t have to be filed until 120 days after your Certificate’s effective date. But the state allows you to file it in tandem with the Certificate. And doing so not only saves you some hassle but also a little cash, as the Initial Report costs $10 when filed separately. If you’d rather, you can also file these forms online.
- Total cost: $180
- Processing speed: 1-4 weeks for paper filings, 2-5 business days for online filings
- Expedited processing: $50
Step Four: Draft an Operating Agreement
After you register an LLC in Washington, create a detailed outline that explains how you will run and manage your new business. Even though it doesn’t need to be filed with the state, put one together and keep it for your records.
When you open a bank account, you may be asked for this document in order to open an account. You’ll also want to keep in mind that any future business partners or managing members may also be interested in seeing your Operating Agreement before joining your company. After all, this document essentially serves as your overall plan for success.
An attorney can help you outline your Operating Agreement or create one from a free template online. You can read more about Operating Agreements, but some of the basic information you’ll want to have includes:
- Individual members’ ownership percentages
- Rights and responsibilities
- Voting powers and meeting guidelines
- Allocation of profits and losses
- Management rules for the LLC
- Provisions for buying a member owner out, or transferring their shares in the case of illness or death
Step Five: Get Licenses & Permits
Washington law requires an LLC to obtain all necessary licenses and permits before starting operations. State law also decrees that an LLC can only provide one specific type of service. All owners of the LLC must be licensed or registered to provide the specific service under which the LLC was assembled.
The type and cost of the permits that your business may require varies depending on the nature of the services your LLC offers. In Washington, every single business needs to obtain the state general business license using the Business License Application. This license, renewed annually, costs $90 to obtain.
Depending on your industry, you may also need to obtain some industry-specific licenses, as Washington regulates a wide variety of industries. For example, Washington requires licenses for architects, cosmetologists, employment agencies, and many other professions. But it’s up to you to do the research to learn if a license is required for your business. The best place to start that search? Check out the Washington State Department of Licensing.
Last but not least, you should check with your city or county to see if they maintain any licensure requirements.
Obtain a Business Bank Account
One of the most important aspects of running an LLC is ensuring that your business funds remain separate from your personal finances. And to do that, you’ll need a separate bank account for your business.
Obtaining a business bank account is pretty simple, and you can choose the financial institution you like best. Some banks will ask to review your LLC’s operating agreement, and some also ask to see your EIN (see the Employers section below). Once you have your account, you’ll be able to get checks, make payments using your business card, and so on.
If you failed to get a business bank account, you would technically be blurring the line between your personal accounts and your business accounts. That compromises your personal asset protection.
Next Steps for Newly-Formed LLCs
1. Prepare for tax time
Regardless of how far away April 15th is, it’s never too soon to prepare for tax time and setting up accounting software. As an LLC owner, the exact tax rates you’ll pay depend on the taxation structure you choose for your business. If you choose to be taxed as a corporation, the LLC itself will pay taxes from its own funds. Meanwhile, LLCs taxed as pass-through entities don’t technically pay taxes; its members do. The profits are distributed to the LLC’s members, and each member reports that income on Schedule C of their personal taxes.
If you choose to be taxed as a corporation, you’ll pay the following rates:
- Federal: 21%
- State: none; gross receipts tax instead
Meanwhile, LLCs taxed as pass-through entities pay these rates:
- Federal: 10-37%, rising on a fixed-bracket scale
- State: none; gross receipts tax instead
In order to compliantly file and pay your taxes, you’ll fill out a complete copy of federal Form 1065 including all federal K-1s, statements, and attachments. Washington is a bit unique because they don’t have a traditional income tax for corporations or individuals. But LLCs aren’t completely off the hook for taxes; Washington does have a gross receipts tax that businesses have to pay. The actual tax burden will vary based on how your business is structured.
If you’re involved in retail sales, you’ll also be expected to collect and pay the state sales tax (6.5%). After that, some businesses will be subject to a few miscellaneous taxes and fees. For example, Washington has some industry-specific fees for syrup, watercraft, timber, and more. To learn more about business taxes, check out the Washington State Department of Revenue.
Because taxes can be incredibly complicated, we highly recommend consulting with a business attorney or accountant to ensure that you cover all requirements on the state and federal levels.
2. Be ready to file your annual report
All business owners operating in Washington must complete an annual report. Not only does this document show that your business is still open, but it also updates the state about some pertinent information about your business that may have changed over the course of the year.
This is an annual filing, and it shouldn’t be confused with the initial report that’s due after you file your Certificate of Formation. This document must be filed every year by the end of your LLC’s anniversary month. There is a $50 filing fee. We recommend filing this form online.
3. Consider business insurance
The big advantage to the LLC is that it offers you personal asset protection. But that doesn’t mean that mishaps won’t happen along the way. We highly recommend obtaining a general liability policy with the right coverage for your business.
In the event of a mishap or natural disaster, an insurance policy can help you navigate unexpected expenses. Be sure to compare your different options to get the best coverage for your particular type of business.
Extra Steps for Businesses with Employees
When you’re operating as a one- or two-person show, operating a business is relatively streamlined. Things get more complicated when you bring employees into the picture, but employees also help raise your business to new heights. But to reach those heights, you need to comply with employee-related legal requirements.
Step One: Address employee-related taxes
Any business with employees must obtain an EIN, or an Employer Identification Number. This is free registration with the IRS, and the number acts a lot like a social security number for a business. Obtaining the number also lays the groundwork for other taxes, such as social security and withholding taxes. For example, you’re required to withhold income taxes from employee paychecks, make social security and medicare tax payments, and pay unemployment fund taxes. For more information on employer taxes at the federal level, look here.
There are similar taxes on the state level. Since Washington doesn’t have a personal income tax, there aren’t withholding taxes to worry about. However, Washington still has unemployment taxes (and some others). To learn more about these taxes, check out the Employment Security Department.
Step Two: Obtain additional insurance
Almost every single business with workers (employees and sometimes even independent contractors) is required to get workers’ compensation insurance from a public provider or become a certified self-insurer. For more information on these requirements, check out the Do I Need a Workers’ Comp Account? Page by the Washington State Department of Labor and Industry.
If you haven’t already obtained a general liability policy, we highly recommend that you do so when you bring employees into the business. The more people you have involved in a business, the higher your risk of needing general liability insurance.
Of course, proper care and discretion will eliminate most problems, but incidents happen—from faulty products to an employee slipping and falling and theft and many places in between. And in some cases, insurance can be the difference between a minor hiccup and a budget-breaker.
Step Three: Enlist Help
For some entrepreneurs, part of the fun of running a business is the opportunity to wear lots of different hats: accountant, manager, marketer, quality control expert—it’s a near-endless list. And if your business is still pretty small, you might be able to handle many of these tasks yourself, especially if you’re prepared with a business administration degree.
But if you aren’t (and it certainly isn’t a prerequisite), some of these tasks may leave you feeling overburdened or out of your depth. For instance, navigating employer-related taxes might steal valuable time that you’d rather spend promoting your business or developing a new product. An accountant or tax attorney, however, knows those tasks like the back of their hand. You may decide it’s worth the added expense to enlist their help.
Ultimately, it’s your decision whether to bring in professionals or DIY. But in our opinion, it’s often worth it to get help from specialized pros.