Protected and Registered Series LLC Formation Requirements in Washington
At a glance
| Governing act and covered entity | Chapter 25.15 RCW, especially §§ 25.15.006, .071; ordinary domestic LLC, with no domestic protected/registered-series provision. |
|---|---|
| Domestic series route | No domestic series route in current Chapter 25.15 RCW; § 25.15.071 forms an LLC by certificate. |
| Parent LLC authorization and notice | Ordinary certificate states name, agent, office, optional dissolution date, and signers (§ 25.15.071(1)); agreement governs internal affairs (§ 25.15.018(1)); series notice N/A. |
| Who creates a series and when | N/A to domestic series; an ordinary LLC forms on filing unless a delayed date is specified (§ 25.15.071(2)). |
| Series-level public filing | N/A to domestic series; ordinary LLC certificate is delivered to the Secretary of State (§ 25.15.071(1)). |
| Series name | N/A to domestic series; ordinary certificate states the LLC name (§ 25.15.071(1)(a)). |
| Records and associated assets | N/A to domestic series; current Chapter 25.15 has no series asset-association mechanism. |
| Statutory asset segregation | N/A to domestic series; § 25.15.071(3) makes the formed LLC one separate legal entity. |
| Changes and termination | N/A to series; ordinary certificate amendment under § 25.15.076 and LLC dissolution under §§ 25.15.265, .269. |
| Outside scope and effect limits | Domestic Chapter 25.15 finding only; treatment of foreign series, tax, bankruptcy, contracts, and creditor recovery requires separate law and facts. |
Ordinary LLC procedure under current Title 25
Wash. Rev. Code § 25.15.006(7) defines a domestic LLC as an entity formed under Chapter 25.15. Under § 25.15.071(1)–(3), its organizers execute a certificate naming the LLC, agent, principal office, signers, and any chosen dissolution date; the LLC is formed when the Secretary of State files the certificate unless a delayed effective date is specified. The current official Title 25 chapter index identifies Chapter 25.15 as the LLC act. The full current chapter contains no domestic protected- or registered-series establishment provision.
What trips people up
The certificate may include other matters selected by members under § 25.15.071(1)(e), and § 25.15.018(1) lets an LLC agreement govern internal affairs. Neither provision supplies a statutory filing or asset-segregation rule for a domestic series. Ordinary certificate amendments use § 25.15.076. Company dissolution follows § 25.15.265; § 25.15.269 allows a certificate of dissolution afterward. Those records do not substitute for a domestic series designation.
Common questions
Can an internal agreement establish statutory series segregation?
§ 25.15.018(1) governs members' relations and managers' rights and duties, but the current Chapter 25.15 provides no domestic series asset-segregation regime.
Does this determine how Washington treats a series formed elsewhere?
No. This page addresses formation under Washington's domestic LLC act; recognition and enforcement involving a foreign series need a separate analysis.
Statutes and sources
- Washington Title 25 chapter index and complete Chapter 25.15 RCW, including §§ 25.15.006, .018, .071, .076, .265, and .269; current official text accessed September 27, 2026.
Source links
Every statute quoted above, linked, with the date we checked it.
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