LIMITED LIABILITY COMPANY OPERATING AGREEMENT
[COMPANY NAME], LLC
A Washington Limited Liability Company
Effective Date: [DATE]
[// GUIDANCE: Governed by the Washington Limited Liability Company Act, RCW 25.15.005 et seq. IMPORTANT: Washington is a COMMUNITY PROPERTY state. Washington has no state income tax but imposes a Business & Occupation (B&O) Tax on gross receipts. Annual reports required with the Secretary of State.]
ARTICLE I - FORMATION
1.1 Formation
The Members form a limited liability company pursuant to the Washington Limited Liability Company Act, RCW 25.15.005 et seq. (the "Act") by filing a Certificate of Formation with the Washington Secretary of State.
1.2 Name
[COMPANY NAME], LLC
1.3 Principal Office
[ADDRESS], Washington [ZIP]
1.4 Registered Agent
Agent: [NAME]
Address: [ADDRESS], Washington [ZIP]
1.5 Term
Perpetual, unless dissolved.
ARTICLE II - PURPOSE
The Company is formed for [DESCRIBE PURPOSE] and any lawful purpose under the Act.
ARTICLE III - MEMBERS
3.1 Initial Members
See Exhibit A for Members, Capital Contributions, and Percentage Interests.
3.2 Community Property
[// GUIDANCE: Washington is a community property state.]
(a) Each married Member represents the character of their Membership Interest.
(b) Spousal consent may be required for transfers.
(c) Spousal Consent attached as Exhibit B if applicable.
ARTICLE IV - CAPITAL
Initial Contributions per Exhibit A. Capital Accounts per IRC § 704(b).
ARTICLE V - ALLOCATIONS AND DISTRIBUTIONS
Profits, Losses, and Distributions per Percentage Interests.
ARTICLE VI - MANAGEMENT
☐ MEMBER-MANAGED
☐ MANAGER-MANAGED: Manager(s): [NAME(S)]
ARTICLE VII - TRANSFER RESTRICTIONS
Transfers require [majority/unanimous] consent. Right of First Refusal: [30] days.
ARTICLE VIII - DISSOLUTION
Upon Member consent, judicial dissolution, or Act requirements.
ARTICLE IX - INDEMNIFICATION
Company indemnifies Members/Managers for good faith actions per RCW 25.15.040.
ARTICLE X - TAX MATTERS
☐ Partnership/Disregarded ☐ S corp ☐ C corp
Partnership Representative: [NAME]
10.1 Washington B&O Tax
[// GUIDANCE: Washington has no state income tax but imposes a Business & Occupation (B&O) Tax on gross receipts. Rates vary by business classification (0.138% to 1.5% typically). LLCs must register with the Department of Revenue.]
ARTICLE XI - MISCELLANEOUS
Governing Law: State of Washington
EXECUTION
______________________________ Date: __________
[MEMBER NAME]
EXHIBIT A - MEMBERS
| Member | Contribution | Interest |
|---|---|---|
| [NAME] | $[AMT] | [XX]% |
EXHIBIT B - SPOUSAL CONSENT
I, [SPOUSE NAME], am the spouse of [MEMBER NAME], a Member of [COMPANY NAME], LLC. I consent to the Operating Agreement and acknowledge my community property interest, if any, is subject to this Agreement.
______________________________
[SPOUSE NAME]
Date: ______________
Governed by Washington Limited Liability Company Act, RCW 25.15.005 et seq. Washington is a community property state with no state income tax but B&O Tax applies.