Certificates of formation are part of a formal legal document used to establish a limited liability company (LLC) at the state level in Washington. A limited liability company (LLC) is a business organization type in the United States whereby the owners are not personally liable for the company's debts or liabilities. Limited liability companies are hybrid entities that combine the features of a corporation with those of a partnership or sole proprietorship. If you own a business and several assets, you may want to consider forming an LLC. Each state has different laws on forming an LLC. However, submitting the Certificate of Formation is a necessary step in establishing an LLC in Washington.
This document and the operating agreement outline the rights, duties, powers, liabilities, and other responsibilities between the LLC and its members. Although the operating agreement is not required to be filed in Washington, it is still recommended to prevent future conflict among members and help members get on the same page when starting the company. It is filed with the Secretary of State and is the official document that indicates the desire to establish an LLC within the given state of filing.
In the Certificate of Formation for Washington LLC filings, you need to include the LLC name. The name of the LLC must end with “Limited Liability Company” or any of the associated abbreviations (e.g., LLC or L.L.C.). In addition, you will provide the county where the LLC office is located, the address where the secretary of state should mail a copy of the process against the LLC if served, the organizer and filer’s names and addresses if they differ, and the management structure. You are also required to list the registered agent, which can be yourself.
A template for the Certificate of Formation can be found here on the secretary of state website.
You can use this document to establish your LLC in person, via mail, or via fax.
Online filing is often preferred. This is because the processing time is often much quicker than the previous methods mentioned above. The online application can be found and submitted here.
The name must include the words limited liability company, limited liability Co., or the abbreviation LLC or L.L.C. If you do not include this in the name, it will include LLC by default. The name must also be different from any entity already registered with the Secretary of State’s office. You can perform a business search here to check that your name is unique.
You can select the period of duration and only one selection will be accepted. If you specify a date, the LLC will dissolve as recorded in this section. If you do not specify a period of duration, it will default to perpetual.
In Washington, you are required to select a registered agent. You can only select one type of agent: commercial or noncommercial. Commercial agents are an entity or individual that is registered with the Office of the Secretary of State. Their business involves receiving legal documents, notices, and demands on behalf of the LLC. A noncommercial registered agent performs similar duties but is not registered with the state. The consent of the registered agent needs to be signed.
Provide the principal office address where the business records will be kept. It needs to be a physical address and a PO box or PMB won’t be accepted. You do not have to list a Washington address.
This section is optional. If you provide an address, any documents about this filing will be sent here in addition to the registered agent address provided.
You will need to list the address and name of the executor helping to form the limited liability company. If you have more than one executor, they must all sign the certificate of formation.
The Office of the Secretary of State may reject your application. The reason is usually concerning the LLC suggested name. Other reasons may include if you forgot to pay the application fee. Make sure to include the fee in your application, especially if sending the application in person, mailing it, or by fax. The check must also be made payable to the right division where the filing is being sent. Another reason can be that you forgot to include the good standing certificate. It is also important that your papers are complete and legible. If your writing is incomplete or cannot be understood, you risk being rejected. The documents must be signed by a member of the LLC, manager, or authorized person.
It is not necessary to have a lawyer assist you in filing the articles of organization. However, it may be helpful to have an expert navigate Washington-specific laws and increase efficiency. It may also prevent the need to repeatedly send in your application after rejection. Your business attorney may also advise whether an LLC is the appropriate business structure for what you have in mind.
You should work with an attorney if you are having difficulties filling or have any additional questions. You can also contact Washington’s Corporations and Charities Division at https://www.sos.wa.gov/corps or call 360-725-0377.