Certificate of Formation in Washington | How to File in 2024


Steve Bennett
Steve Bennett
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File Certificate of Formation in Washington

Forming a Limited Liability Company (LLC) in Washington is popular for entrepreneurs looking to start or grow their businesses. LLCs offer numerous benefits, including limited liability protection for their owners and flexible management structures. One of the critical steps in forming an LLC is filing the Certificate of Formation with the Washington Secretary of State. This article will provide a comprehensive guide on How to File Certificate of Formation in Washington.

Webinarcare Editorial Team will help you understand the necessary steps to file for Certificate of Formation. It would be best if all the factors in this article guided you.

What is Certificate of Formation?

Certificate of Formation is a legal document filed with the Washington Secretary of State to establish a Limited Liability Company (LLC) officially. The Certificate of Formation contains essential information about the LLC, including its name, Registered Agent, and management structure. Once filed and approved by Washington, the LLC becomes a legally recognized business entity, separate from its owners, and benefits from limited liability protection and pass-through taxation.

The Certificate of Formation typically contains the following information:

  • Company name
  • The effective date of the company
  • The headquarters of the company
  • The company’s goal
  • The period of the company’s operations
  • Copy of the name registration certificate for the company
  • Registered Agent’s and organizers’ names and addresses
  • At least one company employee

Recommended: Filing Certificate of Formation is easy and hassle-free if you hire a professional service. We recommend using –

LegalZoom ($0 + State Fee)

How to File Certificate of Formation in Washington?

Aside from hiring a Registered Agent, you should also be aware that a Registered Agent should file Certificate of Formation in your Washington LLC. Here are the steps and guidelines for filing.

Step 1: Choose a Name for Your LLC

The first step in registering an LLC Certificate of Formation is selecting a unique and appropriate name for your company. Your LLC’s name must comply with your state’s naming requirements, which typically include the following:

  • The name must be distinguishable from other registered business names in the state.
  • The name must include an LLC designator, such as “Limited Liability Company,” “LLC,” or “L.L.C.
  • The name must not include prohibited words or phrases defined by your state’s regulations.

To ensure your chosen name is available through your state’s business name database, Washington Secretary of State Corporations and Charities Filing System, usually available on the Washington Secretary of State’s website.

Step 2: Appoint a Registered Agent

Registered Agent is a person or entity responsible for receiving official correspondence and legal documents on behalf of your Washington LLC. Most states require LLCs to designate a Registered Agent when filing the Certificate of Formation. The Registered Agent must have a physical address in the state and be available during regular business hours.

Choosing a reliable and responsible Registered Agent is essential, as failure to receive and respond to legal documents can seriously affect your business.

You can serve as your own Registered Agent, appoint a friend or family member, or hire a professional Washington Registered Agent Services.

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Step 3: Prepare Your Certificate of Formation

The Certificate of Formation is the legal document that officially establishes your Washington LLC. While the specific requirements in Washington, the document includes the following information:

  • The LLC’s name
  • The name and address of the Registered Agent
  • The principal office address
  • The purpose of the LLC
  • The management structure (member-managed or manager-managed)
  • The names and addresses of the initial members or managers
  • The duration of the LLC, if not perpetual

In Washington, additional information may be required, such as an organizer’s signature or specific provisions related to the LLC’s operation.

Consult the Washington guidelines to ensure you include all necessary information.

Step 4: File the Certificate of Formation

Once your LLC Certificate of Formation is prepared, please submit it to the Washington Secretary of State. The submission process may vary depending on the method of choice; Washington allow online submissions and mailing or hand-delivering the documents.

Online Process

To use the online service or download the Certificate of Formation form for your LLC, go to the website of the Washington Secretary of State. You were required to have an LLC name reserved while completing the form. Visit the Washington Business Name Search to see if the business name you want to use is available there. You must include a copy of your name reservation and your completed Certificate of Formation form when submitting.

Mail Process

It is also possible to mail the form if you wish. Please adhere to the guidelines listed below.

  • The Certificate of Formation must be downloaded in the Washington Secretary of State
  • Complete the necessary details in the form.
  • Two copies of the Certificate of Formation must be completed.
  • Include the two papers with the Washington LLC name reservation certificate in a self-addressed, stamped envelope.
  • Submit all paperwork to Secretary of State, Corporations Division. P.O. Box 40234.

Costs of Filing Certificate of Formation

Along with the filing of Certificate of Formation, you must pay a filing fee. In Washington, the Certificate of Formation fee costs around $200 which you can pay in the Washington Secretary of State. Confirm the correct fee amount and payment method for your state.

However, If you want to know more about the cost of forming an LLC, you can check out Washington LLC Cost.

Step 5: Obtain an Employer Identification Number (EIN)

After your Certificate of Formation has been filed and approved, you should obtain an Employer Identification Number (EIN) from the Internal Revenue Service (IRS). The EIN is a unique identification number used for federal tax purposes. It is required for most LLCs, especially those with employees or elect to be taxed as an S-Corporation. You can apply for an EIN for free online through the IRS website.

The application of an EIN in Washington can be through the following:

  • Apply Online- The online EIN application is the preferred method for customers to apply for and obtain an EIN.
  • Apply by Fax- Taxpayers can fax the completed Form SS-4 application to the appropriate fax number), after ensuring that the Form SS-4 contains all of the required information.
  • Apply by Mail- The EIN application Form SS-4 can be filed via mail. The processing time frame to receive the mail is four weeks.
  • Apply by Telephone-International Applicants – International applicants may call 267-941-1099 (not a toll-free number) from 6 a.m. to 11 p.m. (Eastern Time) Monday through Friday to obtain their EIN.

Recommended: Professional services have the EIN included in their LLC formation package. We recommend using –

LegalZoom($0 + State Fee for LLC formation)

Step 6: Create an Operating Agreement

Although most states do not require an LLC Operating Agreement when registering an LLC, having one is highly recommended. The Operating Agreement in Washington is a legally binding document that outlines the LLC’s ownership structure, management, and operating procedures. It helps prevent member disputes and provides a clear framework for the LLC’s operations.

Step 7: Register for State and Local Taxes and Licenses

In Washington, you may need to register for additional state and local taxes or obtain specific licenses and permits. Common registrations include sales tax, payroll tax, and unemployment insurance tax. As an LLC, your business income will be subject to pass-through taxation, meaning profits and losses will be reported on your tax return. However, you may still be responsible for other state taxes, such as sales tax, payroll tax, or franchise tax which you can pay in Washington State Department of Revenue.

In terms of franchise tax for your LLC in Washington, there is No franchise tax. Consult your Washington State Department of Revenue and local government offices to determine which registrations and licenses apply to your LLC.

Step 8: Maintain Ongoing Compliance

Once your LLC is registered and operational, it’s essential to maintain ongoing compliance with state regulations. This typically includes filing Annual Reports in Washington, paying required fees every 1 year (last day of the anniversary month), and keeping accurate records of your LLC’s activities. Stay informed about Washington specific requirements to ensure your LLC remains in good standing.

Is the Certificate of Formation necessary to be filed in Washington?

Yes, the Certificate of Formation is necessary to be filed with Washington Secretary of State to legally establish and register a new business entity, such as a corporation or limited liability company (LLC). This document typically includes the company’s name, purpose, Registered Agent, and stock structure. Filing the Certificate of Formation is essential in forming a business and ensuring it operates legally and is recognized by Washington.

What is the best way to file Certificate of Formation? Is it online or by mail?

The best way to file Certificate of Formation depends on your specific situation and the state in which you are incorporating your business. Both online and mail-in options have advantages, and either method can be effective.

Online Filing:

  • Faster processing time, as it is usually processed within a few days or even hours.
  • Immediate confirmation of submission and payment.
  • Lower risk of errors, as the online form may provide guidance and prevent incomplete submissions.

Mail-in Filing:

  • Some people prefer the traditional method and feel more comfortable with paper documentation.
  • You can include a cover letter or additional documentation if you have specific questions or complex situations.

To determine the best method for your needs, check the Washington Secretary of State or similar department’s website for information on their preferred filing options and processing times. Online filing is more convenient and efficient, but both methods can be used effectively to submit your Certificate of Formation.

FAQs

What is an LLC Certificate of Formation in Washington?
An LLC Certificate of Formation is a legal document that formally establishes a limited liability company in the state of Washington.
Can I file an LLC Certificate of Formation online in Washington?
Yes, you can file an LLC Certificate of Formation online through the Washington Secretary of State Corporations and Charities Division website.
How long does it take to process the LLC Certificate of Formation in Washington?
It takes about 1-2 business days to process an LLC Certificate of Formation in Washington if filed online and it may take longer if filed offline.
What is the fee for filing an LLC Certificate of Formation in Washington?
The filing fee for an LLC Certificate of Formation in Washington is currently $200 as of 2021.
Do I need an attorney to file an LLC Certificate of Formation in Washington?
No, you do not need to hire an attorney to file an LLC Certificate of Formation in Washington, but it is always recommended to consult one for legal guidance.
Is there a name availability search required before filing an LLC Certificate of Formation in Washington?
Yes, it is necessary to conduct a name availability search before filing an LLC Certificate of Formation in Washington to make sure your desired name is available.
Can I change the name of my LLC after it has been formed in Washington?
Yes, you can change the name of your LLC after it has been formed in Washington by filing a Certificate of Correction or a Certificate of Amendment.
As a non-US citizen, can I form an LLC in Washington?
Yes, non-US citizens can form an LLC in Washington as long as they have registered with the relevant government department and meet all compliance requirements.
Do I need a physical office to form an LLC in Washington?
No, you don’t need a physical office in Washington to form an LLC.
How long does a Washington LLC last?
A Washington LLC can last indefinitely, as long as it stays in compliance with the state’s requirements such as paying yearly fees and filing annual reports.
Do I need a registered agent to form an LLC in Washington?
Yes, you need to have a registered agent that resides in the state of Washington to complete formation paperwork.
Can I be my own registered agent in Washington for my LLC?
Yes, You can be your own registered agent in Washington for your LLC however your physical residence in the WA state is a requirement.
How do I file an LLC Certificate of Formation if I don’t have an SSN or ITIN?
You can file IRS Form SS-4 to obtain an EIN for your LLC, which is required when registering your company in Washington.
Can I reserve a Washington LLC name?
Yes, you can reserve a Washington LLC name by filing an application for reservation with the state.
Can more than one LLC share a name in Washington?
No, two LLCs cannot share the same name in Washington.
Do I need a business license for my Washington LLC?
Yes, all LLCs conducting business in Washington’s state must obtain a valid Business License municipal business license or Business license issued through the state of Washington’s Department of Revenue if required.
Will I receive any documents after my LLC Certificate of Formation is accepted in Washington?
Once your LLC Certificate of Formation is accepted in Washington, you will receive an acknowledgment of filing, incorporation date, tax identification number, and the certificate of formation.
What is Washington annual report?
The Washington annual report is filed once annually by the registered agent on behalf of a corporation or LLC each year.
Who is eligible to file an annual report in Washington?
The Washington state registered agent on behalf of a corporation or Limited Liability Company is required to file the annual report.
How much is the penalty fee if I fail to file my Washington annual report?
The penalty of failure to file annual report fee in Washington state LLC will continue to be assessed till the report is actually filed with WA State Department of Revenue which is $10.00/month;
How long do I have to submit my Washington Annual Report from filing date?
The Washington state LLC Annual Report must be filed by April 30 of each year or penalties may be incurred which increases accruing interest.
Can someone check my compliances without me knowing?
Yes anyone interested can check the status or compliance level of a business, including LLCs on the Washington Secretary of State’s business database.
What is a Foreign limited liability company?
A Foreign LLC is a limited liability company that originates out of-state and wishes to conduct any type of business in the Washington state.
Can I change the structure of my LLC after I have filed Certificate of Formation?
Yes, you can change the structure of your LLC after you have filed Certificate of Formations of domestic Limited liability company, by filing a Certificate of Correction with the stated period
How long does it take for processed amendments and corrections?
Amended Certificate of Formation or corrections changes can take up to two weeks or more
Question: Can you write off LLC expenses on tax return?
Yes, you can write off expenses for your LLC on your tax return, which can decrease your taxable income.
What is a corporate seal?
A corporate seal is a recognition device such as a sign, stamp, or digital record that the LLC display on official formats and business records signifying a legally incorporated business.
Am I required to issue ownership certificates for my LLC?
Ownership through shares certificate are typically only for corporations but interests ownership in LLC can be issued and kept with the business books although, not complicated by any requirement.
Are nonprofit LLC a possibility in Washington?
No, nonprofit LLCs are simply not defined by Washington state law. Nonprofit in the state of Washington must be presented as a Washington tax-exempt Corporation or a special type I gather Foundation to claim 501c3 status.
Who can file an LLC Certificate of Formation in Washington?
Anyone can file an LLC Certificate of Formation in Washington, including individuals, groups of individuals, or legal entities.
How long does it take to process an LLC Certificate of Formation in Washington?
It typically takes anywhere from 10-15 business days for the state to process an LLC Certificate of Formation in Washington.
Do I need to hire a lawyer to file an LLC Certificate of Formation in Washington?
No, you do not need to hire a lawyer to file an LLC Certificate of Formation in Washington. However, you may want to consult a lawyer if you have any legal questions or concerns.
Do I need to have a business address in Washington to file an LLC Certificate of Formation?
Yes, you need to have a physical address in Washington to file an LLC Certificate of Formation. The address can be a residential or commercial address.
How long does the LLC exist after I file an LLC Certificate of Formation in Washington?
The LLC exists indefinitely until it is dissolved by the members or the state of Washington.
Can I file an LLC Certificate of Formation by mail in Washington?
Yes, you can file an LLC Certificate of Formation by mail in Washington.
Is an LLC Certificate of Formation the same as an LLC Operating Agreement?
No, an LLC Certificate of Formation is not the same as an LLC Operating Agreement. The LLC Operating Agreement outlines the rules and structure of the LLC.
What information is required to be included in an LLC Certificate of Formation in Washington?
The LLC name, purpose, registered agent, and business address are all required information for an LLC Certificate of Formation in Washington.
What is a registered agent in Washington?
A registered agent is a person or entity that is appointed to receive legal documents on behalf of an LLC in Washington.
Can I serve as the registered agent for my own LLC in Washington?
Yes, you can serve as the registered agent for your own LLC in Washington.
What happens once my LLC Certificate of Formation is approved in Washington?
Once your LLC Certificate of Formation is approved, you will receive a Certificate of Formation from the State of Washington and your LLC will be officially established.
How do I change the name or address of my LLC in Washington?
You can file an amendment to your LLC Certificate of Formation with the State of Washington to change the name or address of your LLC.
Do I need to file an annual report for my LLC in Washington?
Yes, you need to file an annual report for your LLC in Washington. The fee for filing an annual report is $60.
When is the annual report due for my LLC in Washington?
The annual report for an LLC in Washington is due by the last day of the LLC’s anniversary month.
Can I dissolve my LLC in Washington?
Yes, you can dissolve your LLC in Washington by filing Articles of Dissolution with the State of Washington.
What happens to the assets and debts of the LLC if the LLC is dissolved in Washington?
The assets and debts of the LLC are distributed according to the terms of the LLC Operating Agreement or by state law if there is no operating agreement.
Can I reinstate a dissolved LLC in Washington?
Yes, you can reinstate a dissolved LLC in Washington. You will need to file a Certificate of Restoration with the State of Washington.
Do I need to get a business license for my LLC in Washington?
Yes, you need to get a business license for your LLC in Washington. You can get a business license through the Washington State Department of Revenue.
How do I get a Tax Identification Number (TIN) for my LLC in Washington?
You can get a Tax Identification Number (TIN) for your LLC through the Internal Revenue Service (IRS).
Do I need to file for foreign LLC registration in Washington?
Yes, you need to file for foreign LLC registration if your LLC is based in another state and is doing business in Washington.
Can I convert my LLC into another type of business entity in Washington?
Yes, you can convert your LLC into another type of business entity in Washington. You will need to file the appropriate paperwork with the state.
Can I form an LLC with just one member in Washington?
Yes, you can form a single member LLC in Washington.
Do I need to have an office in Washington to file an LLC Certificate of Formation in Washington?
No, you do not need to have an office in Washington to file an LLC Certificate of Formation. You just need to have a registered agent in the state.
Can I file an LLC Certificate of Formation in Washington if I’m not a US citizen?
Yes, you can file an LLC Certificate of Formation in Washington if you are not a US citizen.
Can I file an LLC Certificate of Formation in Washington if I do not live in the US?
Yes, you can file an LLC Certificate of Formation in Washington even if you do not live in the US, as long as you have a registered agent and a business address in the state.

Also Read

Can You Change or Modify Your Washington LLC Articles of Organization?

However, circumstances may change after the formation of the LLC, and modifications or changes to the Articles of Organization may be necessary. Fortunately, in Washington State, there is a process in place that allows LLC owners to make amendments to their Articles of Organization.

It is important to note that changes to the Articles of Organization should be made in a timely fashion to ensure that the LLC’s information is accurate and up-to-date. Failing to update the articles may lead to potential legal issues or complications in the future.

There are various reasons why LLC owners may need to make modifications to their Articles of Organization. This could include changing the LLC’s name, adding or removing members, altering the management structure, updating the registered agent’s information, or amending the LLC’s purpose or operating agreement.

To make changes or modifications to the Articles of Organization in Washington, LLC owners must follow specific steps outlined by the Secretary of State. The process typically involves filing a Certificate of Amendment with the Secretary of State’s office, along with a filing fee.

It is essential for LLC owners to carefully review the requirements and procedures for amending the Articles of Organization to ensure compliance with state regulations. Working with a legal professional or business advisor may be helpful in navigating the process and ensuring that the amendments are properly executed.

Once the necessary amendments have been made, it is crucial for LLC owners to keep a copy of the updated Articles of Organization for their records and to provide the amended documents to any relevant parties, such as banks, lenders, or business partners.

In conclusion, while the Articles of Organization serve as the foundational document for an LLC in Washington, they are not set in stone. LLC owners have the flexibility to make changes or modifications to their Articles of Organization to reflect any developments or updates within their business.

By following the necessary steps and procedures outlined by the state, LLC owners can ensure that their company’s information is accurate and compliant with state regulations. Keeping the Articles of Organization up-to-date and in line with the current status of the LLC is essential for maintaining the integrity and credibility of the business.

Conclusion

Registering an LLC Certificate of Formation is critical in establishing your business as a legally recognized entity. By following this comprehensive guide and researching your state’s specific requirements, you can successfully navigate the registration process and set your LLC up for success. Remember that forming an LLC is just the beginning; ongoing compliance and diligent management are necessary to ensure your business thrives in the long run.

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