Washington Limited Liability Company Certificate of Formation

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Last Revised: April 13, 2024.

About this Form

A certificate of formation form, known in other states as an articles of organization, is the document that one must complete and submit to the state to establish the creation of an LLC within the State of Washington. It sets forth the name of the proposed company, and it may set forth other provisions, provided that they are not inconsistent with state law. The purchased version of this form is guaranteed compliant with the laws of the State of Washington. It comes complete with instructions and filing information for creating an LLC within the state.

Accepted Filing Methods

Washington accepts the filing of a certificate of formation form via U.S. mail or online via the Washington Secretary of State's online system for e-filing documents.

Name Availability & Requirements

 The requirements for naming an LLC within the state are set forth in Wash. Rev. Code § 23.95.300 and § 23.95.305. The name of the LLC must contain the words "limited liability company," the words "limited liability" and abbreviation "Co.," or the abbreviation "L.L.C." or "LLC". The name must be distinguishable from those of all other entities on file with the state. It may not infringe on any active trademark registered with the state or the U.S. Patent and Trademark Office. One may search online Washington's trademark database and the USPTO's trademark database.

One may determine the availability of a proposed business name for use within Washington by querying the state's official Business Search tool.

Required Fees

Washington imposes a fee of $180 for the filing of certificate of formation. Expedited service is available from the state for an additional fee of $100.

Statutory Authority & Requirements

The statutory authority for an LLC within the state is the Washington limited liability company act (Wash. Rev. Code § 25.15 et seq).

The statutory requirements for a valid certificate of formation filing are codified in Wash. Rev. Code § 25.15.071. The text of the statutes read as follows:

RCW 25.15.071  Formation—Certificate of formation.

(1) In order to form a limited liability company, one or more persons must execute a certificate of formation. The certificate of formation must be delivered to the office of the secretary of state for filing in accordance with Article 2 of chapter 23.95 RCW and set forth:
(a) The name of the limited liability company;
(b) The name and address of the registered agent for service of process required to be maintained by RCW 25.15.021 and Article 4 of chapter 23.95 RCW;
(c) The address of the principal office of the limited liability company;
(d) If the limited liability company is to have a specific date of dissolution, the latest date on which the limited liability company is to dissolve;
(e) Any other matters the members decide to include; and
(f) The name and address of each person executing the certificate of formation.
(2)(a) Unless a delayed effective date is specified in accordance with RCW 23.95.210, a limited liability company is formed when its certificate of formation is filed by the secretary of state.
(b) The secretary of state's filing of the certificate of formation is conclusive proof that the persons executing the certificate satisfied all conditions precedent to the formation.
(3) A limited liability company formed under this chapter is a separate legal entity and has a perpetual existence.
(4) Any person may apply to the secretary of state under RCW 23.95.235 to furnish a certificate of existence for a domestic limited liability company or a certificate of registration for a foreign limited liability company.

STATE of WASHINGTON 
LIMITED LIABILITY COMPANY
CERTIFICATE OF FORMATION

First: The name of the limited liability company is ____________________________________________.

Second: The street address of the principal office of the limited liability company is _________________________________________. 

Third: The following provision shall apply: (Choose only one:)
____ The name of the commercial registered agent for service of process of the limited liability company in Washington, defined by RCW 23.95.105(3), is ________________________________.
____ The name of the noncommercial registered agent for service of process of the limited liability company in Washington, defined by RCW 23.95.105(21), is ________________________________. The street address of the noncommercial registered agent in Washington is: _________________________________________.

Fourth: The effective date of formation of the limited liability company shall be upon filing by the Secretary of State.

Fifth: The tenure of the limited liability company shall be perpetual existence.

Sixth: Certificate of Acceptance of Appointment of Resident Agent: I, ________________________________, hereby consent to serve as Registered Agent in the State of Washington for the above named entity. I understand it will be my responsibility to accept service of process, notices, and demands on behalf of the entity; to forward mail to the entity; and to immediately notify the Office of the Secretary of State if I resign or change the Registered Office Address.
 

__________________________________
Signature of Resident Agent


__________________________________
Date

NAME, ADDRESS AND SIGNATURE OF EACH EXECUTOR: (attach additional pages if necessary:)

__________________________________ [name]
__________________________________ [address, line 1]
__________________________________ [address, line 2]
__________________________________ [cite, state, zip]

This document is hereby executed under penalties of perjury, and is, to the best of my knowledge, true and correct.


__________________________________
Signature of Executor

__________________________________
Printed Name of Executor

__________________________________
Date

  

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