Washington: Domestic LLC Formation Filing Requirements

Requirements one by one

Governing law and filing record

Washington forms an ordinary domestic LLC by filing a Certificate of
Formation with the Secretary of State under RCW 25.15.071 and the common filing
rules in chapter 23.95 RCW. The current paper certificate is revised June 2025,
and the online equivalent runs through the Corporations and Charities Filing
System.

Executor and signature

One or more people may form the LLC. RCW 25.15.086 requires the original
certificate to be executed by the person or persons forming it, and RCW
23.95.200 requires each individual signer's name and capacity. Washington's form
calls these signers executors and requires each executor's name, address,
signature, printed name or title, and date.

Required entity, address, and service terms

RCW 25.15.071 requires the LLC name, registered agent's name and address,
principal-office address, any specific dissolution date, other member-selected
matters, and every executor's name and address. RCW 23.95.305(5) supplies the
LLC designators and prohibited entity-type wording.

The current form makes both the registered-agent email and principal-office
email required. A noncommercial agent supplies a Washington physical address
and signed consent; the principal office is also a physical address but may be
outside Washington. If no UBI already exists, the state assigns one after a
successful filing.

Management and owner disclosure

The Certificate of Formation does not require a member-managed/manager-managed
election or member, manager, or owner names. That disclosure arrives through the
Initial Report: RCW 23.95.255 requires the names of the entity's governors,
and RCW 23.95.105(12) defines those as the managers of a manager-managed LLC or
the members of a member-managed LLC.

Optional provisions

RCW 25.15.031 permits any lawful purpose, so the ordinary certificate needs no
purpose clause. The LLC is perpetual unless a duration is selected. Section
25.15.071 also permits other matters the members decide to include.

The online system accepts an uploaded prepared certificate or an attachment for
“other provisions.” It does not record the operating agreement, which remains a
separate internal document.

Filing method, fee, and attachments

The paper base fee is $180. Online filing is available for the same $180 base
plus an online processing fee. Optional priority service adds $100. The
paper form allows an additional executor list, and the online route permits a
prepared certificate or other-provisions attachment.

Formation and effective date

Under RCW 25.15.071(2), the LLC forms when the Secretary of State files the
certificate. Filing is conclusive proof that the executors satisfied the
formation conditions.

RCW 23.95.210 permits a specified later date and time no more than 90 days
after filing. If the certificate gives a date but no time, it takes effect at
12:01 a.m. on that date.

Publication and Initial Report

Washington requires no newspaper or database publication and no
proof-of-publication filing.

The Initial Report is mandatory within 120 days after the certificate becomes
effective. It may be included with formation at no additional fee; filing it
later costs $10. The report supplies the entity and jurisdiction, agent and
principal-office information, governor names, business description, and UBI.

What trips people up

The emails are filing fields, not optional contact conveniences. The current
paper form and online instructions require email addresses for both the
registered agent and principal office. A certificate copied from an older form
or generic template can omit them.

Executors and governors answer different questions. Executors sign the
formation certificate. Governors are the managers or members publicly named in
the Initial Report. One list does not substitute for the other.

The 90-day delay runs from filing. It is not measured from signature,
mailing, payment, or the date the form was first uploaded.

Common questions

Must the certificate state a business purpose? No. RCW 25.15.031 permits any
lawful purpose, and the current ordinary-LLC form does not require a purpose
statement.

Can I upload my own prepared certificate? Yes. The online instructions allow
a prepared certificate and an “other provisions” upload. They expressly do not
record the LLC's operating agreement.

Do I need a UBI before filing? No. Enter an existing UBI if the business
already received one from another Washington agency; otherwise the state issues
one after successful formation.

Statutes and sources

• RCW 25.15.031, .071, .086, and .106 — lawful purpose, certificate
  contents, executor signatures, formation, and Initial Report duty.
  https://app.leg.wa.gov/RCW/default.aspx?cite=25.15.071
  (accessed 2026-07-29)
• RCW 23.95.105, .200, .210, .255, .305, and .415 — governor definition,
  filing execution, 90-day delay, report contents, name, agent filing, and
  consent.
  https://app.leg.wa.gov/RCW/default.aspx?cite=23.95.255
  (accessed 2026-07-29)
• Washington Secretary of State Certificate of Formation—LLC (Rev. 6.2025)
  and online instructions — required emails and fields, $180 base, priority
  charge, attachment routes, and Initial Report fee mechanics.
  https://www.sos.wa.gov/sites/default/files/2025-12/6.2025%20-%20Certificate%20of%20Formation%20-%20LLC%20%28Fillable%20Form%29.pdf
  (accessed 2026-07-29)