How to Form an LLC in Washington (2026)
Reviewed by DocDraft Legal Team · Washington · Last updated 2026-08-06
A limited liability company (LLC) is a business structure that legally separates the company from the people who own it, so the owners are generally not personally responsible for the company's debts. Forming one in Washington means filing a formation document with a state agency and paying its fee to bring the company into legal existence. In Washington you create an LLC by filing the Certificate of Formation with the Secretary of State's Corporations and Charities Division and paying a $200 filing fee, which you can submit online through the Corporations and Charities Filing System. Two features shape the real cost of running the company. First, Washington charges no franchise tax or minimum annual tax on the LLC itself, but the state does levy a Business and Occupation (B&O) tax on gross business receipts, collected by the Department of Revenue. Second, every Washington LLC must file an annual report with the Secretary of State for a $70 fee to stay in good standing. Washington LLCs are governed by the Washington Limited Liability Company Act, RCW Chapter 25.15. This guide explains what an LLC is, the exact Washington steps and fees, and the deadlines that keep the company in good standing.
Find out where you stand in Washington
Where are you in forming your LLC?
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How do you form an LLC in Washington?
File the Certificate of Formation with the Washington Secretary of State's Corporations and Charities Division and pay the $200 filing fee, submitted online through the Corporations and Charities Filing System. You must name a registered agent with a Washington street address. After forming, you file an annual report with the Secretary of State for a $70 fee.
Does a Washington LLC pay a franchise tax?
No. Washington does not charge a franchise tax or a minimum annual tax on an LLC's existence. Instead, the state levies a Business and Occupation (B&O) tax on the gross receipts of the business, administered by the Department of Revenue. The B&O tax applies to gross income rather than net profit, and rates vary by business activity classification.
Does a Washington LLC have to file an annual report?
Yes. Every Washington LLC must file an annual report with the Secretary of State to remain in good standing, and the fee is $70. The first annual report is due within 120 days of formation, then once each year. The report confirms the LLC's registered agent, principal office, and governor information on file with the state.
Does Washington require newspaper publication to form an LLC?
No. Washington does not require an LLC to publish notice of its formation in a newspaper. This is unlike New York, Arizona, and Nebraska, where publication is a condition of forming or operating. In Washington the Certificate of Formation filing and the ongoing annual report are handled entirely through the Secretary of State, with no separate publication step.
Washington LLC formation at a glance
You form a Washington LLC by filing the Certificate of Formation with the Secretary of State's Corporations and Charities Division for a $200 filing fee, submitted online through the Corporations and Charities Filing System. What sets Washington apart is how it taxes business. Washington has no state income tax and no franchise tax on the LLC itself, so there is no fixed minimum annual tax on existence the way California charges $800. Instead, the state levies a Business and Occupation (B&O) tax on gross receipts, collected by the Department of Revenue, which applies to gross income rather than net profit and carries different rates depending on the business activity. Washington requires an annual report filed with the Secretary of State for a $70 fee to keep the LLC in good standing, with the first report due within 120 days of formation. Every LLC must name and maintain a registered agent with a physical Washington street address. Washington does not require newspaper publication. The governing statute is the Washington Limited Liability Company Act, RCW Chapter 25.15.
Forming a two-owner Washington LLC, step by step
Suppose two friends in Seattle want to open a small design studio as an LLC. First they search the Washington Secretary of State's business search to confirm their name is available and includes a designator such as LLC, and they can reserve the name for a $30 fee while they prepare paperwork. Next they appoint a registered agent: one owner lives in Washington and agrees to serve, using a Washington street address, not a P.O. box, where legal papers can be delivered during business hours. They then file the Certificate of Formation through the Corporations and Charities Filing System and pay the $200 filing fee. The LLC legally exists once the Secretary of State files it. Within 120 days they file the initial annual report with the Secretary of State for $70, confirming the registered agent, principal office, and governors. Because they have two members, they also write an operating agreement setting each owner's percentage and how profits split, even though Washington does not require them to file it. They apply to the IRS for a free EIN so the partnership can file taxes and open a bank account, and they register with the Washington Department of Revenue for a business license and B&O tax reporting. Finally they calendar the annual report each year and their B&O tax filing schedule so the studio stays in good standing.
Relevant Laws
Washington Limited Liability Company Act (RCW Chapter 25.15)
The Washington LLC Act governs the formation, management, and dissolution of every Washington LLC. It sets who may form an LLC, the required contents of the Certificate of Formation, the registered agent requirement, and the default rules for member-managed and manager-managed companies. It is the controlling statute for all domestic LLCs organized in the state.
RCW 25.15.061 (Certificate of Formation)
Requires a Washington LLC to be formed by delivering a Certificate of Formation to the Secretary of State for filing. The certificate states the LLC's name, the name and address of its registered agent, its principal office address, and whether it is member-managed or manager-managed. The LLC comes into existence when the Secretary of State files the certificate. The filing fee is $200 online.
RCW 25.15.021 (Registered agent required)
Requires every Washington LLC to designate and continuously maintain a registered agent in Washington. The agent, an individual residing in Washington or a registered corporate agent, receives lawsuits and official notices for the company at a physical Washington street address. The registered agent's name and address appear on the Certificate of Formation and the annual report.
RCW 25.15.106 (Annual report)
Requires a Washington LLC to file an annual report with the Secretary of State, confirming the registered agent, principal office, and governor information on record. The first report is due within 120 days after formation, then once each year. The fee is $70, and filing keeps the LLC in good standing and administratively active.
Washington Business and Occupation (B&O) tax (RCW Title 82)
Washington has no franchise tax or state income tax, but it imposes a Business and Occupation tax on the gross receipts of business activity, administered by the Department of Revenue. The B&O tax applies to gross income rather than net profit, and the rate depends on the business's activity classification, such as retailing, wholesaling, or service. Most LLCs doing business in Washington must register with the Department of Revenue.
IRS federal tax classification (default pass-through)
The IRS does not tax the LLC as a separate category. By default a single-member Washington LLC is disregarded and taxed like a sole proprietorship, and a multi-member LLC is taxed as a partnership, with income passing through to the owners. An LLC may instead elect S corporation or C corporation treatment. This federal classification is separate from Washington's B&O tax, which applies to gross receipts regardless of the election.
Regional Variances
How forming an LLC in Washington differs from other states
No franchise tax, but a B&O tax on gross receipts
This is the headline difference. Washington charges no franchise tax and no state income tax, so there is no fixed minimum annual tax on the LLC's existence the way California charges $800. Instead, the state taxes gross receipts through the Business and Occupation tax, collected by the Department of Revenue. Because it applies to gross income rather than net profit, a low-margin Washington LLC can owe B&O tax even in a year with little or no profit.
Annual report at $70, due within 120 days first
Washington requires an annual report filed with the Secretary of State for a $70 fee, with the first report due within 120 days of formation and then once each year. Many states set the first report a full year out or on a fixed calendar date, so the short initial window is an easy deadline to miss for a new Washington LLC.
No newspaper publication requirement
Washington does not require you to publish notice of formation in a newspaper. New York, Arizona, and Nebraska do, which adds cost and a deadline. A Washington LLC is complete once the Secretary of State files the Certificate of Formation, with no publication step.
Formation document and filing office
Washington uses the Certificate of Formation, filed with the Secretary of State's Corporations and Charities Division through the Corporations and Charities Filing System. Some states call the document Articles of Organization, and some route filings through a Division of Corporations or a Corporation Commission rather than the Secretary of State.
Filing fee of $200
Washington's $200 online filing fee to submit the Certificate of Formation sits at the higher end among states. Neighboring Oregon and Idaho charge $100, while California charges $70. The higher upfront cost is a one-time fee, and Washington offsets it by charging no franchise or minimum annual tax on the LLC itself.
Suggested Compliance Checklist
Confirm your LLC name is available and compliant
Before filing days after startingSearch the Washington Secretary of State's business search to confirm your desired name is not already in use and that it includes a required designator such as LLC or Limited Liability Company. Avoid restricted words that need special approval. You can reserve an available name with the Secretary of State for a $30 fee while you prepare your Certificate of Formation.
Appoint a registered agent
Before filing days after startingWashington requires a registered agent with a physical Washington street address who is available during business hours to accept legal documents. Decide whether you, a co-owner who lives in Washington, or a registered corporate agent service will serve. You will name the agent on the Certificate of Formation, so settle this first.
File the Certificate of Formation with the Secretary of State
To create the LLC days after startingFile the Certificate of Formation with the Washington Secretary of State's Corporations and Charities Division through the Corporations and Charities Filing System and pay the $200 filing fee. The LLC legally exists only once the Secretary of State files it. Keep the filed confirmation as proof of formation.
Adopt an operating agreement
At or soon after formation days after startingPut the ownership percentages, profit split, management structure, and exit rules in writing. Washington's LLC act expects members to have an operating agreement, but you do not file it with the state. It governs how the LLC runs and overrides the act's default rules. Attorney review of the agreement is available as an option through DocDraft.
Get a federal EIN from the IRS
Before opening a bank account or hiring days after startingApply for an Employer Identification Number free on the IRS website. Multi-member LLCs, LLCs with employees, and LLCs electing corporate tax treatment need one. Single-member LLCs with no employees usually get one anyway to open a business bank account and keep business and personal finances separate.
Register with the Washington Department of Revenue for B&O tax
Before or soon after starting business days after startingWashington has no franchise tax, but most LLCs must register with the Department of Revenue for a business license and Business and Occupation tax reporting. The B&O tax applies to gross receipts, and the department assigns a filing frequency. Confirm your activity classification and rate with the Department of Revenue.
File the initial annual report within 120 days
Within 120 days of formation, then annually days after startingFile your first annual report with the Secretary of State within 120 days after your Certificate of Formation is filed, then once each year. The fee is $70. It confirms the LLC's registered agent, principal office, and governors. Missing it can lead to administrative dissolution of the LLC.
Calendar the recurring annual report and B&O tax filings
Each year, and on your assigned B&O schedule days after startingTrack the $70 annual report deadline with the Secretary of State and your Business and Occupation tax filing schedule with the Department of Revenue. Because Washington charges no franchise tax, these two filings are the main obligations that keep the LLC active and compliant. Confirm current fees and due dates with each agency.
| Task | Description | Document | Days after starting |
|---|---|---|---|
| Confirm your LLC name is available and compliant | Search the Washington Secretary of State's business search to confirm your desired name is not already in use and that it includes a required designator such as LLC or Limited Liability Company. Avoid restricted words that need special approval. You can reserve an available name with the Secretary of State for a $30 fee while you prepare your Certificate of Formation. | - | Before filing |
| Appoint a registered agent | Washington requires a registered agent with a physical Washington street address who is available during business hours to accept legal documents. Decide whether you, a co-owner who lives in Washington, or a registered corporate agent service will serve. You will name the agent on the Certificate of Formation, so settle this first. | - | Before filing |
| File the Certificate of Formation with the Secretary of State | File the Certificate of Formation with the Washington Secretary of State's Corporations and Charities Division through the Corporations and Charities Filing System and pay the $200 filing fee. The LLC legally exists only once the Secretary of State files it. Keep the filed confirmation as proof of formation. | - | To create the LLC |
| Adopt an operating agreement | Put the ownership percentages, profit split, management structure, and exit rules in writing. Washington's LLC act expects members to have an operating agreement, but you do not file it with the state. It governs how the LLC runs and overrides the act's default rules. Attorney review of the agreement is available as an option through DocDraft. | llc-operating-agreement | At or soon after formation |
| Get a federal EIN from the IRS | Apply for an Employer Identification Number free on the IRS website. Multi-member LLCs, LLCs with employees, and LLCs electing corporate tax treatment need one. Single-member LLCs with no employees usually get one anyway to open a business bank account and keep business and personal finances separate. | - | Before opening a bank account or hiring |
| Register with the Washington Department of Revenue for B&O tax | Washington has no franchise tax, but most LLCs must register with the Department of Revenue for a business license and Business and Occupation tax reporting. The B&O tax applies to gross receipts, and the department assigns a filing frequency. Confirm your activity classification and rate with the Department of Revenue. | - | Before or soon after starting business |
| File the initial annual report within 120 days | File your first annual report with the Secretary of State within 120 days after your Certificate of Formation is filed, then once each year. The fee is $70. It confirms the LLC's registered agent, principal office, and governors. Missing it can lead to administrative dissolution of the LLC. | - | Within 120 days of formation, then annually |
| Calendar the recurring annual report and B&O tax filings | Track the $70 annual report deadline with the Secretary of State and your Business and Occupation tax filing schedule with the Department of Revenue. Because Washington charges no franchise tax, these two filings are the main obligations that keep the LLC active and compliant. Confirm current fees and due dates with each agency. | - | Each year, and on your assigned B&O schedule |
Frequently Asked Questions
An LLC, or limited liability company, is a business structure that legally separates the company from its owners, called members. Members are generally not personally responsible for the company's debts or lawsuits, so a creditor usually cannot reach a member's home or savings for a business obligation. In Washington, LLCs are created and governed under the Washington Limited Liability Company Act, RCW Chapter 25.15. The structure pairs that liability protection with pass-through taxation and lighter paperwork than a corporation, which is why it is the most common choice for small Washington businesses.
You file the Certificate of Formation with the Washington Secretary of State's Corporations and Charities Division, submitted online through the Corporations and Charities Filing System, and pay a $200 filing fee. Some states call this document the Articles of Organization, but in Washington it is the Certificate of Formation. Your LLC legally exists only once the Secretary of State files the certificate, not when you submit it, so keep the filed confirmation as proof of formation.
Washington imposes no franchise tax or state income tax, but the Department of Revenue levies a Business and Occupation (B&O) tax on the gross receipts of the business. Because the B&O tax applies to gross income rather than net profit, a low-margin Washington LLC can owe it even in a year with little or no profit. The rate depends on your activity classification, such as retailing, wholesaling, or service. Confirm current rates with the Department of Revenue, since tax provisions change.
Your initial annual report is due within 120 days after the Secretary of State files your Certificate of Formation, then once each year after that. The fee is $70 each time. Many states set the first report a full year out or on a fixed calendar date, so the short 120-day initial window is easy to miss. The report confirms your registered agent, principal office, and governor information, and missing it can lead the state to administratively dissolve the LLC.
Yes. If you have chosen a name but are not ready to file, you can reserve it with the Washington Secretary of State for a $30 fee while you prepare your Certificate of Formation. First search the Secretary of State's business search to confirm the name is available and includes a required designator such as LLC or Limited Liability Company. Reservation is optional; if your paperwork is ready, you can simply claim the name when you file the certificate.
Under RCW 25.15.021, every Washington LLC must name and continuously maintain a registered agent with a physical Washington street address, not a P.O. box, available during business hours to accept lawsuits and official state mail. You can serve as your own agent, name a co-owner who lives in Washington, or hire a registered corporate agent service. You list the agent on both the Certificate of Formation and the annual report, so decide before you file.
For federal tax, yes. By default the IRS treats a single-member Washington LLC as a disregarded entity taxed like a sole proprietorship, while a multi-member LLC is taxed as a partnership, with income passing through to the owners. An LLC may instead elect S or C corporation treatment. This federal classification is separate from Washington's B&O tax, which applies to gross receipts regardless of the election. Attorney review of your setup is available as an option through DocDraft.
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