LLC Amendment and Legal-Name-Change Filing Requirements in Washington

At a glance

Requirements one by one

Amendment duty and restatement

RCW 25.15.076 distinguishes a required fix from an elective change. A manager, or a member if there is no manager, who discovers that the certificate was false when filed or has become false in a material respect must amend it promptly. For any other proper purpose, amendment is permitted at any time.

RCW 25.15.081 permits a restated certificate to collect the operative provisions into one instrument and to make new amendments at the same time. A pure restatement says that it does not further amend. Once effective, the restatement supersedes the earlier certificate and amendments, but the original formation date stays unchanged.

Legal name and approval

RCW 23.95.300 and RCW 23.95.305(5) require a distinguishable name with an LLC designator and prohibit listed entity-type wording. A conflicting entity may consent and undertake to change its own name; a final court judgment establishing the applicant's right to the name is another statutory route. Neither name availability nor a reservation decides trademark rights.

For a voluntary amendment, RCW 25.15.121(2)(a) defaults to approval by all members. The same paragraph expressly excepts the prompt material-inaccuracy amendment under RCW 25.15.076(2). The LLC agreement can supply classes, voting bases, and action without member approval, so read the current agreement before using the default. Private lender, investor, or regulator consent matters when a separate document or law requires it, not as a universal Secretary attachment.

Filing contents, signer, channel, and fee

The statutory certificate states the current LLC name and the amendment. The current Amended Certificate of Formation form additionally asks for the UBI, current recorded name, affected change fields, effective-date choice, and signer certification. Agent, principal-office, governor, or duration information is completed only when that change is selected.

RCW 25.15.086(5) assigns execution to at least one manager, or to a member if management is reserved to the members. RCW 23.95.200 adds the signer's name and capacity and dispenses with a seal, attestation, acknowledgment, or verification. The form uses the broader label “Authorized Person,” but the LLC Act's capacity rule still controls.

The form may be filed online or mailed; the current SOS forms page also lists in-person submission. The base fee is $30. Optional expedited service adds $100.

Effective time and refusal

RCW 23.95.210 makes filing the default effective event. A specified delayed date and time cannot be more than 90 days after filing; a date without a time means 12:01 a.m.

Under current RCW 23.95.225, a refusal notice and brief explanation are due no later than 15 business days after receipt. The submitter may attach the filing and explanation to a superior-court petition to compel filing. Acceptance remains ministerial: it does not establish that the filing is valid or that its facts are correct.

Correction, agent, report, and trade-name alternatives

RCW 23.95.220 reserves a statement of correction for a record that was inaccurate when filed, defectively executed, or defectively transmitted electronically. It cannot have a delayed date and generally relates back, subject to protection for someone who relied on the uncorrected record and was adversely affected.

For registered-agent information alone, RCW 23.95.430 provides a statement of change that needs no interest-holder or governor approval; a new agent supplies consent. RCW 23.95.255 makes the annual report the current home for the principal office, governors, and agent data, and treats differing agent information in the report as a statement of change.

A different operating name is not a legal-name amendment. RCW 19.80.010 requires the LLC to register a trade name with the Department of Revenue, while RCW 19.80.025 requires a cancellation and new registration if the trade name's wording or spelling changes.

Accepted filing and company records

RCW 25.15.136 requires the LLC to keep its certificate and every amendment at the principal office, along with record-form LLC-agreement amendments, three years of member votes and consents, and the three most recent annual reports.

The accepted amendment changes the Washington public record. Because filing is ministerial under RCW 23.95.225, it does not itself validate internal approval or update tax, licensing, banking, contract, title, trademark, trade-name, or foreign-registration records. Those systems use their own update procedures.

What trips people up

• The urgent-fix route is the approval exception. The all-member default expressly excludes the prompt amendment required when the certificate becomes materially false.
• The form's “Authorized Person” label is not the whole signer rule. The LLC statute specifies a manager, or a member when management is reserved to members.
• A filed correction and a delayed amendment work differently. Correction generally relates back and cannot be delayed; an amendment may be delayed but only within the 90-day ceiling.
• The current amendment form contains operational fields, but separate routes remain available. An agent-only change does not need member approval, and an annual report can update listed office, governor, and agent information.
• Acceptance is not a merits ruling. The Secretary's filing duty is ministerial and creates no presumption that the information is correct.

Common questions

What does the filer receive after acceptance?

RCW 23.95.225(2) requires the Secretary to deliver the submitter a copy of the filed record with an acknowledgment of the processing date and time. Save it with the company records required by RCW 25.15.136.

What if the required signer refuses to execute the certificate?

An adversely affected person may petition superior court under RCW 25.15.091 and RCW 23.95.245. The court may order execution or filing and may direct the Secretary to file the record unexecuted.

Does a name reservation itself change the LLC's legal name?

No. It can hold an available name for later use, but the legal name changes only through the effective amended or restated certificate.

Statutes and sources

• RCW 25.15.076 — amendment contents, prompt material-inaccuracy duty, permissive amendment, and filing effectiveness. Official text (accessed 2026-08-21).
• RCW 25.15.081 — restated certificate contents, superseding effect, and unchanged original formation date. Official text (accessed 2026-08-21).
• RCW 25.15.086 — manager/member execution rule. Official text (accessed 2026-08-21).
• RCW 25.15.091 and RCW 23.95.245 — superior-court execution and filing route. LLC Act and common filing rule (accessed 2026-08-21).
• RCW 25.15.121 — all-member default, urgent-fix exception, and LLC-agreement voting flexibility. Official text (accessed 2026-08-21).
• RCW 25.15.136 — principal-office records. Official text (accessed 2026-08-21).
• RCW 23.95.200, RCW 23.95.210, and RCW 23.95.225 — filing formality, effective time, refusal, and ministerial effect. Formality, effective time, and filing/refusal (accessed 2026-08-21).
• RCW 23.95.220, RCW 23.95.255, and RCW 23.95.430 — correction, annual report, and agent-change alternatives. Correction, annual report, and agent change (accessed 2026-08-21).
• RCW 23.95.300 and RCW 23.95.305(5) — distinguishability, consent, judgment, designator, and prohibited wording. General name rule and LLC wording (accessed 2026-08-21).
• RCW 19.80.010 and RCW 19.80.025 — separate trade-name registration and changed-name route. Official chapter (accessed 2026-08-21).
• Washington Secretary of State, Amended Certificate of Formation—LLC (Rev. 6.2025) — current UBI/name fields, channels, fee, optional expedite, change fields, effective-date choice, and signer block. Official form (accessed 2026-08-21).
• Washington Secretary of State, Filings, Forms & Information — domestic LLC amendment form, mail/in-person route, and $30 required filing fee. Official filing table (accessed 2026-08-21).