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Washington LLC Operating Agreement Forms

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The Washington LLC operating agreement is a legal document that is used by managing members/owners of companies to negotiate and form the policies and procedures of their company. The State of Washington does not require that any company file this document. However, it’s vitally important to implement the document if the members are interested in creating a protection between the financial aspects of all members/owners and the business. Without the document, should any issues arise involving creditors or litigation, all of the members would be financially responsible, taking from their personal financial accounts and investments.

The documents are workable for multi-member companies and sole owner businesses. In the State of Washington, once the document is complete, it must be filed with the State. There should be copies provided to all members and they should keep them in a safe location and which is easily accessible.

Definition – RCW 25.15.006(7)

Laws – RCW 25.15.018

Table of Contents

Types

Multi-Member – For use by contributing members of any company that has more than one (1) member.

Single-Member – For use by a sole proprietor and sole manager of a business.

How to Form an LLC in Washington

One of the more important steps of the LLC filing process is the choice of a business name which has not already been taken or reserved by another business; any duplicate or like names will be rejected by the State. To verify the availability of your business name, search for it in the Washington Secretary of State’s records.

Step 1 – Choose your Registered Agent

A Registered Agent must be elected by the LLC to act as a contact in the event of service of process or other legal demand to be delivered upon the company. The agent may be an individual with legal residence in the State or a business operating in the State.

Step 2 – Which LLC Type

Choose your LLC type and fill in the subsequent application:

  • Domestic LLC – Form a new company within Washington
  • *Foreign LLC – Expand an existing company (formed in an outside jurisdiction)

*Foreign applicants will need to include a Certificate of Existence in Adobe PDF or JPEG format.

Step 3 – Processing Fee

Next, a processing fee must be supplied in order to complete your application:

  • Online Fee – $200
  • Paper Fee – $180

Pay the online fee with your credit card, or, if you are filing a paper application, enclose a check made payable to the ‘Secretary of State’ and mail all filings to the following address:

Secretary of State, Corporations Division, P.O. Box 40234 Olympia, WA 98504-0234

Step 4 – Operating Agreement

An operating agreement allows LLC owners to create a suitable operating structure for the company by establishing the rights, duties, and financial investments of each member. There is no State law requiring the form, though it is highly recommended that one be implemented once the LLC has been filed with the Secretary of State.

Step 5 – Employer Identification Number (EIN)

An Employer Identification Number (EIN) must be acquired if your LLC plans to hire/pay employees or conduct major financial transactions under the company name. It is free to obtain an EIN on the IRS Website as well as through the submission of Adobe PDF Form SS-4.

How to Write

Step 1 – Once the document is downloaded, establish the company by entering the name into the line at the top of the form.

Step 2 – Agreement – Enter the document’s effective date in dd/mm/yy format – Enter the following:

  • Check the applicable box
  • All required information
  • Single-Member – The name of the company and state of location. Enter also the full name of the owner and the owner’s business address
  • Multi-Member – Names of all members, include their addresses

Step 3 – Name and Principal Place of Business – Provide the following:

  • The registered name of the company
  • Business address
  • City of the business’s location

Review all remaining information. Submit all other required information into the required fields.

Formation –

  • Review all information in the following titles:
  • Purpose
  • Term

Member Capital Contributions –

  • Check box that applies
  • Single-Members – Review the information associated with this section
  • Multi-Members – Submit each member’s name and contribution amounts

Distributions –

  • Select the applicable box and check
  • Single-Members – Read the information
  • Multi-Members – Enter each member’s names and Percentage Interest
  • Members – Review all remaining information

Step 4 – Books, Records and Tax Returns –

  • Check the box
  • Review information

Continue by reviewing the following titles:

  • Bank Accounts
  • Management of the Company
  • Select and check the applicable box
  • Single-Member – Read the information
  • Multi-Members – Review the information and continue
  • Submit the appropriate maximums in each of the lines provided

Step 5 – Titled Sections – Check the box that applies – Review all of the following:

  • Meetings of Members – Enter the annual member meeting date
  • Assignment of Interests
  • Ownership of Company Property (Sole Proprietor)
  • Right of First Refusal
  • Admission of New Members
  • Withdrawal Events
  • Dissolution and Liquidation – Check a box that will apply and read the information
  • Representations of Members
  • Certificates Evidencing Membership (Multi-Member) – Provide the company name and effective date in dd/mm/yyyy format
  • Notices
  • Arbitration
  • Amendments
  • Indemnification (Owners/Single owners)
  • Miscellaneous

Step 6 – Signatures –

  • Enter the document’s date of execution
  • A company representative must apply their signature in witness
  • Members’ signatures

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