Washington LLC Operating Agreement Template [PDF]

The Washington limited liability company (LLC) operating agreement is a legal document that regulates the relationship between the members of the company.

The LLC operating agreement, or business operating agreement, also includes details about each member’s capital contribution and their percentage of ownership interest in the company.

The operating agreement enables members to have absolute freedom to regulate their relationships and optimize their business operations as long as the provisions are not in collision with federal and state laws and regulations.

Is an Operating Agreement Required in Washington?

No, the operating agreement is not a required document for the LLC formation in Washington. Regardless, many parties still choose to make an operating agreement since this document optimizes their business and provides a certain level of security for its members.

4 Main Types of Operating Agreements

In Washington, you have four main types of operating agreements you can choose to draft for your LLC:

Types of Operating Agreements

Single-member LLC operating agreement: Used for outlining the operation of the company with only one member.
Multi-member LLC operating agreement: This type of operating agreement is used for companies with two or more members.
Member-managed LLC operating agreement: Used when members decide to personally manage the company. It defines each member’s managerial rights and duties.
Manager-managed LLC operating agreement: Here, the document outlines the managerial rights and duties of a professional manager who operates the company on a day-to-day basis.

Laws and Legal Requirements for LLC Operating Agreements in Washington

Chapter 25.15 of the Revised Code of Washington regulates the status of LLCs in Washington.

Moreover, there are a few sections of this chapter that outline the status of operating agreements in Washington:

Laws and Legal Requirements

RCW 25.15.018 - Effect of limited liability company agreements—nonwaivable provisions.
RCW 25.15.141 - Remedies for breach of limited liability company agreement by member.
RCW 25.15.171 - Remedies for breach of limited liability company agreement by manager.
RCW 25.15.801 - Construction and application of chapter and limited liability company agreement.

How to Form a Limited Liability Company (LLC) in Washington

Follow the steps below and learn the easiest way to form an LLC in Washington.

How to Form a LLC in Washington

#1. Choose a Business Name For Your LLC

The first step in this process is to choose a business name for your LLC that is distinguishable from other business names registered in Washington. Failing to do so can result in your business registration application being rejected.

To make sure your name is distinguishable, you should visit the Washington Department of Revenue’s records and do a business name search.

#2. Choose the Type of LLC

You can choose between domestic and foreign LLCs. Domestic LLCs are companies that are both established and registered in Washington. Foreign LLCs are companies that are established elsewhere but are registered in Washington.

#3. Nominate an Agent

Here, you should choose a person who will represent your LLC before the governmental agencies and receive official notifications and documents on behalf of the LLC. You can nominate someone from your company or hire a lawyer or agency to act as your registered agent.

This must be an individual with a registered address in Washington or an entity with the authority to operate in Washington.

#4. File the Registration Documents

You can visit the Secretary of State’s website and choose to open a domestic or foreign LLC online or by completing the paper form. The foreign LLCs should also provide a Certificate of Existence issued by the state agency where the company was initially established.

#5. Pay the Required Fee

The filing fee is $200 for the online application and $180 if you are submitting your application on paper.

#6. Create your LLC Operating Agreement

After registering your company, you should create an operating agreement. This document will include all the rules on how the company should be operated and outline the member’s rights and responsibilities. This document doesn’t have to be registered with any state agency.

#7. Apply For an Employer Identification Number (EIN)

The EIN will enable you to:

Open a company bank account
Complete certain transactions
Hire employees

You can obtain the EIN on the IRS website or by filling out Form SS-4.