Requirements to form an LLC in Washington

Creating a Washington LLC involves meeting specific legal requirements under RCW 25.15. Missing any step can result in administrative dissolution within months of filing, effectively ending your right to operate with liability protection in the state.

These requirements include:

• Naming requirements
• Registered agent requirements
• Certificate of Formation filing
• Initial Report filing within 120 days
• Ongoing compliance obligations, including annual reports

1. Name Requirements

Your LLC name must end with "Limited Liability Company," "LLC," or "L.L.C." Washington won't approve your Certificate of Formation without this designation. Professional LLCs use "Professional Limited Liability Company" or "PLLC."

Next comes distinguishability. Your name cannot be confusingly similar to existing Washington businesses on file. The Secretary of State ignores differences in punctuation, spacing, capitalization, and common articles like "the." Check the state's business database thoroughly before filing, or you'll waste $200 on a rejected application.

Certain names are prohibited regardless of availability:

• Words suggesting incorrect entity types like "Corporation" or "Incorporated" are banned
• Terms requiring regulation such as "bank," "trust," or "credit union" need special approval
• Professional titles governed by state licensing boards require documentation

You can reserve your chosen name for 180 days by filing a Name Reservation with the Washington Secretary of State for $30.

Planning to operate under a trade name? You'll need to register the assumed name separately after formation. This creates a business alias while maintaining your legal entity name for official purposes.

2. Registered agent requirements

Washington law requires every LLC to maintain a registered agent continuously throughout the company's existence. This person or entity serves as the official contact point for legal documents and state communications.

You have two options:

• Any Washington resident who is at least 18 years old and maintains a physical street address within the state during normal business hours can serve. P.O. boxes are not acceptable, and the agent must provide written consent before you can list them on your Certificate of Formation.
• Alternatively, hire a commercial registered agent service authorized to conduct business in Washington. These services guarantee availability, maintain proper addresses, and often provide additional compliance support.

Either way, your agent must be available during standard business hours to receive legal papers and official notices. If your agent becomes unavailable and you don't promptly update your registration, Washington can administratively dissolve your LLC, eliminating your liability protection when you need it most.

3. Certificate of Formation requirements

Filing your Certificate of Formation creates your Washington LLC officially. This document serves as your company's legal birth certificate and must contain specific information required by state law.

Required elements include:

• LLC name with proper legal designation
• Physical street address of your principal office in Washington
• Registered agent name and complete Washington address
• Duration (most choose "perpetual" for ongoing operations)
• Effective date (immediate upon filing or delayed up to 90 days)
• Return address for official correspondence
• Email addresses for both principal office and registered agent

The organizer must sign the document, either handwritten or electronically. You cannot simply type a name—Washington requires an actual signature for processing.

You have two filing methods:

• Online filing costs $200 and typically processes within five business days. Paper filing costs $180 but takes three to four weeks during normal processing periods.

Washington offers one efficiency many miss: when filing online, you can include your Initial Report at no additional charge. This saves the separate $10 fee and eliminates the 120-day deadline pressure.

4. Initial Report requirements

Washington requires all new LLCs to file an Initial Report within 120 days of formation. This report updates the state with current business information and confirms your active status.

When you file your Certificate of Formation online, you can submit the Initial Report simultaneously at no extra cost. File it separately later, and you'll pay a $10 fee plus face the stress of meeting the 120-day deadline.

The Initial Report requires:

• Current principal office address
• Registered agent information
• Management structure details
• Member or manager information as applicable

Missing the 120-day deadline marks your LLC as delinquent with the Secretary of State. Continued non-compliance leads to administrative dissolution, stripping away the liability protection you formed the entity to obtain.

5. Initial and ongoing compliance requirements

After Washington approves your Certificate of Formation, several immediate and ongoing obligations begin. 

• Obtaining an Employer Identification Number (EIN) from the IRS is your first priority—required for banking and tax purposes.
• Open a dedicated business bank account using your approved Certificate of Formation and EIN. Mixing personal and business finances undermines the liability protection that motivated your LLC formation.
• Washington requires an annual report each year by the last day of your anniversary month. The fee is $70 for most LLCs, with a $25 late penalty applied immediately after the deadline. If deadlines continue to be missed, the state moves toward administrative dissolution.

Additional compliance includes:

• Maintaining current registered agent information through prompt filing updates
• Registering for Washington Business & Occupation (B&O) tax if conducting business in the state
• Obtaining the required business licenses specific to your industry and location
• Filing federal tax returns based on your chosen tax classification

Your registered agent information must stay current at all times. Agent resignations or address changes require immediate updates to prevent service of process failures and potential default judgments.

Consequences of non-compliance

Washington enforces compliance through escalating penalties that can destroy your business protection quickly. Missing your annual report deadline triggers an immediate $25 late fee, with additional consequences following rapidly.

Immediate consequences include:

• Late penalties: $25 fine for missed annual report deadlines
• Delinquent status: Public records show non-compliance to potential partners and lenders
• Administrative dissolution notices: Final warnings before entity termination
• Loss of good standing: Complete inability to conduct legal business operations
• Frozen banking relationships: Financial institutions may restrict account access
• Unenforceable contracts: Courts may refuse to hear disputes involving dissolved entities
• Personal liability exposure: Compromised liability shield opens personal assets to business creditors

Reinstatement after administrative dissolution requires filing all overdue reports, paying accumulated penalties (approximately $140 plus back fees), and submitting a formal reinstatement application. Even after restoration, the business relationships lost during dissolution may take years to rebuild.

Ensure Washington LLC compliance with Discern

Discern files your Initial Report during formation, automatically submits annual reports before deadlines, and maintains your registered agent requirements with a compliant Washington address.

Real-time compliance tracking ensures you never face late fees or administrative dissolution that threaten your business standing. Ready to eliminate Washington compliance uncertainty? Book a demo of Discern today.