LLC Operating Agreement Requirements in Washington
At a glance
| Governing law and document name | Washington Limited Liability Company Act; 'limited liability company agreement' (chapter 25.15 RCW, especially RCW 25.15.006(8)) |
|---|---|
| Required or optional | Optional; the Act governs internal matters the agreement does not address (RCW 25.15.018(1)-(2)) |
| Permitted form and signatures | Oral, implied, in a record (including electronic), or combined; no general signature, witness, acknowledgment, or notary condition in the LLC Act (RCW 25.15.006(8), (17)) |
| Adoption timing and effect | No general deadline or express preformation-effect rule. Initial admission occurs no earlier than formation and at the agreement's stated time or, absent one, when company records reflect admission (RCW 25.15.071(2), 25.15.116(1)) |
| Single member and assent | Definition expressly covers the member or members, so a sole member may have an agreement. It governs member-company relations; the Act has no general rule deeming every later member or unsigned manager to assent (RCW 25.15.006(8), 25.15.018(1), 25.15.116) |
| Management and authority defaults | Member-managed unless the agreement vests management in manager(s). Members or managers, respectively, are ordinary-course agents; ordinary member-managed differences use majority-member approval (RCW 25.15.006(9)-(12), 25.15.151, 25.15.154) |
| Voting, economic, and transfer defaults | Majority of members for ordinary approvals; unanimity for admission, amendment, and outside-course acts. Distributions follow agreed contribution value. A transfer gives distributions, not management or information rights (RCW 25.15.116, 25.15.121, 25.15.206, 25.15.251) |
| Nonwaivable rules and duties | Cannot eliminate good faith, intentional-misconduct/knowing-law duties or liability, distribution limits/liability, required records, reasonable information and action rights, court dissolution, or outsider rights. Other duties may be modified, expanded, restricted, or eliminated consistently with law (RCW 25.15.018(3), 25.15.038(6)-(7), 25.15.136, 25.15.231, 25.15.236, 25.15.274) |
| Amendment, filing, and records | Default unanimous amendment, but agreement may authorize amendment without any member vote. Agreement is private; keep record-form agreement and amendments at principal office with specified records for inspection (RCW 25.15.121(2)-(3), 25.15.136(1)-(2)) |
Requirements one by one
Washington recognizes oral, implied, electronic, and sole-member agreements
RCW 25.15.006 defines the document as a limited liability company agreement, not an operating agreement. It may be oral, implied, in a tangible or electronic record, or any combination. Because the definition covers "the member or members," one person can have an agreement. Chapter 25.15 does not add a general signature, witness, acknowledgment, or notarization condition.
The agreement is optional. RCW 25.15.018 says it governs member-company relations and manager rights and duties, while the Act governs any covered matter it does not address. A separate transaction can still need a signed or recorded instrument under another law.
Initial membership cannot begin before formation
The LLC forms when the secretary of state files its certificate unless a permitted delayed date applies (RCW 25.15.071). Under RCW 25.15.116, an initial member's admission occurs at the later of formation or the time stated in the agreement; if there is no stated time or agreement, admission occurs when reflected in company records. The Act supplies no general agreement-adoption deadline or separate rule making an agreement operate before the company forms.
Later direct admissions and transferee admissions follow the agreement. If it is silent or absent, all members must consent and the admission must be reflected in the specified records (RCW 25.15.116). Washington does not separately deem every admitted member or unsigned manager to have assented to every existing term.
The private agreement chooses member or manager management
An LLC is manager-managed only if its agreement vests management in one or more managers; otherwise it is member-managed (RCW 25.15.006). In the default structure, management belongs to the members, an ordinary-course difference is decided by a majority of members, and each member is an ordinary- course agent (RCW 25.15.151).
In a manager-managed LLC, management and ordinary-course agency belong to the manager or managers, and a member acting only as a member is not an agent (RCW 25.15.154). Unlike Virginia, Washington's statutory definition does not require manager-managed status to appear in the public certificate.
Voting is per member, while distributions follow contributions
For an approval that the Act sends to members, RCW 25.15.121(1) uses a majority of the members, not a majority of contribution value. Every member must approve admission, amendment, and acts outside the ordinary course under the statutory defaults. The agreement can replace those rules, create classes, remove voting rights, or use per-capita, profit-share, class, group, or another basis (RCW 25.15.121).
Economic defaults use a different measure. RCW 25.15.206 allocates distributions in proportion to the agreed value of contributions made and contributions required but not yet made. A transfer gives the transferee the transferred distribution right, but not management or ordinary information rights (RCW 25.15.251). Full member status still requires the admission route in RCW 25.15.116.
The agreement cannot contract around the statutory floor
Washington broadly allows duties to be modified, expanded, restricted, or eliminated, but RCW 25.15.038 preserves the implied contractual duty of good faith and fair dealing and the duty to avoid intentional misconduct, knowing violations of law, and unlawful distributions. Those same categories limit contractual exculpation.
RCW 25.15.018 adds further boundaries. The agreement cannot vary required records, unreasonably restrict information or derivative-action rights, eliminate improper-distribution liability, vary the court's dissolution power, or restrict statutory rights of outsiders. RCW 25.15.231 prohibits insolvent distributions, RCW 25.15.236 imposes liability under its stated knowledge and duty-of-care conditions, and RCW 25.15.274 preserves judicial dissolution when operation is impracticable or equity otherwise requires it.
Unanimity is only the default amendment rule
All members must approve an amendment when the agreement supplies no replacement rule. But RCW 25.15.121(3) expressly allows an agreement to authorize amendment without the vote or approval of any member or class. This is broader than a rule merely allowing majority amendment.
The agreement itself is not filed publicly. RCW 25.15.136 requires the LLC to keep at its principal office a copy of every record-form agreement and record-form amendment, plus the certificate, contribution terms, recent tax and financial records, and recent member consents and votes. A member may inspect the required records on ten days' demand without stating a particular purpose.
What trips people up
Voting and distributions use different default measures. Ordinary member approval is by member count; distributions are proportional to agreed contribution value.
Unanimous amendment is replaceable. The agreement can authorize an amendment with no member vote at all, subject to the Act's nonwaivable limits.
Oral validity does not eliminate recordkeeping for written terms. If an agreement or amendment is made in a record, the LLC must keep a copy at its principal office.
Common questions
Must a Washington LLC agreement be written or signed?
No. RCW 25.15.006 recognizes oral, implied, record-form, and combined agreements.
Does a sole member need another contracting party?
No. The statutory definition expressly covers an agreement of "the member or members."
Does a transferee receive voting rights?
Not from the transfer alone. RCW 25.15.251 gives the transferee distributions, while management and ordinary information rights require member status under RCW 25.15.116.
Statutes and sources
- RCW 25.15.006, .018, .038, .071, .116, .121, .136, .151, and .154 — definition, form, scope, nonwaivable limits, formation, admission, voting, amendment, records, management, and authority. Official Washington Legislature RCW pages (accessed 2026-07-26).
- RCW 25.15.206, .231, .236, .251, and .274 — distributions, improper-distribution limits and liability, transfer rights, and judicial dissolution. Official Washington Legislature RCW pages (accessed 2026-07-26).
Source links
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