Washington Certificate of Formation: What an LLC Files, the $180 Fee and the Free Initial Report
Washington Certificate of Formation: What an LLC Files, the $180 Fee and the Free Initial Report
Washington LLC requirements start with one document: the Certificate of Formation. Washington does not use the Articles of Organization name that many other states use. The certificate creates your LLC on the Secretary of State's records, and the answers you give on it carry forward into your annual report and your state business license. This guide covers what the certificate must contain, what it costs, how the initial report works, and what to file once the Secretary of State accepts it.
What Washington Calls Your Formation Document
Washington LLCs are formed under chapter 25.15 RCW. You file the Certificate of Formation online through the Corporations and Charities Filing System (CCFS) at ccfs.sos.wa.gov, which the Secretary of State's Corporations and Charities Division runs. The filing fee is $180. The filing also includes your initial report, which is why the official product name is Certificate of Formation with Initial Report.
Sole proprietors and general partnerships do not file with the Secretary of State. If you operate alone under your own name, you skip this step, though you may still need a state business license and possibly a trade name registration. An LLC exists on state records only after the Secretary of State accepts this filing.
What the Certificate Must Contain
Under RCW 25.15.071, the certificate states the items below. Have each answer ready before you open CCFS, because changing them later means additional paperwork.
- The LLC name. The name must include Limited Liability Company, Limited Liability Co., L.L.C. or LLC. Under RCW 23.95.305, it must also be distinguishable from every other business name on the Secretary of State's record. The name cannot contain bank, banking, banker, trust, cooperative, any combination of industrial and loan, or any combination of two or more of building, savings, loan, home, association and society. Search the business search before you commit to a name.
- The registered agent's name and Washington address. The rules for this are covered in the next section.
- The principal office address. This is the address where the LLC's main business is conducted.
- A dissolution date, only if you choose one. Leave this out unless you have a specific end date in mind.
- Any other matters the members choose to include. These are optional provisions the members want stated in the public filing.
- The name and address of each person executing the certificate. This is the person signing the document.
Registered Agent Requirements
Washington uses the term registered agent for the person or company that receives legal papers and official notices for your LLC. Every domestic LLC must designate and maintain one in Washington under RCW 23.95.405, and the designation appears on your certificate. The agent may be a commercial registered agent listed with the Secretary of State, or a noncommercial agent such as an owner or employee. Either way, the agent must consent to serve, supply an email address, and have a physical street address in Washington State.
The address rule catches many first-time filers. A PO Box is not accepted, and neither is a private mailbox address from a shipping store. Use a real street address where someone is available during business hours to accept service. If you change agents or move the registered office later, there is no fee to make the change.
The $180 Filing Fee and Related Secretary of State Fees
The $180 filing fee covers the Certificate of Formation with the initial report. The table below lists the Secretary of State fees you are most likely to encounter in the first year. Confirm current amounts on the Secretary of State's Corporations and Charities page before you pay, because agencies update their fee schedules.
| Item | Amount | When It Applies |
|---|---|---|
| Certificate of Formation with Initial Report | $180 | At formation |
| Name reservation | $30 | Holds a name for 180 days |
| Expedited service | $100 per business entity | Generally processed within three business days |
| Annual report | $70 | Every year, due by the last day of the month you formed the LLC |
| Late annual report | $95 total | Includes the delinquency fee |
You may file the annual report up to 180 days before its due date, which is useful if your calendar is already full in the final weeks of the month.
The Free Initial Report
The initial report names your principal office and your governors. Governors is Washington's term for the people who manage the company. Confirm who counts as a governor for your ownership and management structure with the Secretary of State or your attorney, because the answer depends on how the LLC is run.
Filing the initial report with the certificate costs nothing extra, since the $180 fee already covers it. If you file the initial report later, the fee is $10. The report is due within 120 days of formation.
Have the governor names and addresses ready when you file. Filing them together with the certificate avoids a second filing, a separate $10 charge, and a deadline you have to track.
How Long Processing Takes
The Secretary of State does not publish a standard turnaround for online business filings. Filings are worked in the order received, and expedited and same-day orders move through a separate priority queue. Expedited service costs $100 per business entity and is generally processed within three business days. You can select it online at checkout, or mail your filing with the envelope marked EXPEDITE.
The fee schedule lists same-day service at $150 per entity. For now, the Corporations Division charges the $100 expedited rate on front-counter same-day transactions received before 3:30 p.m. The division says it will give 30 days notice on its website before the $150 fee takes effect. Check the site before you plan around same-day service.
Your Next Filing: The Business License Application
The Secretary of State filing does not finish your setup. Corporations, LLCs, LLPs and partnerships must file with the Secretary of State before submitting the Business License Application at the Department of Revenue's Business Licensing Service (BLS). The BLS issues your 9-digit Unified Business Identifier (UBI) number. You can start the application at the Department of Revenue's business license page.
You generally need the state business license if you plan to hire employees within 90 days, sell anything subject to sales tax, earn gross income of $12,000 per year or more, owe a tax or fee to the Department of Revenue, or need city, county or state endorsements. An LLC almost always needs it because the business operates under a name other than the owner's full legal name. The application fee to open a business is $50, plus separate endorsement fees. Online applications generally take about 10 business days, and 2 to 3 weeks longer when city or state endorsements need approval. Mailed applications can take up to six weeks.
Trade names are also registered through the BLS, not through the Secretary of State or your county. Each trade name costs $5, plus the application processing fee. If you plan to use a name other than your LLC's legal name, add it to the same application.
Taxes: B&O Instead of an Income Tax
Washington has no corporate income tax, no personal income tax on wages, and no franchise tax. Instead, virtually every business pays the state business and occupation (B&O) tax. This is a gross receipts tax with more than 50 activity classifications, and it allows no deduction for labor, materials or other costs. Your gross receipts drive the calculation, not your profit.
About 54 cities also levy their own B&O tax. The Department of Revenue does not administer these local taxes, so contact your city's finance office for its rate and filing schedule. Your entity choice does not change whether you owe B&O tax, but it can affect how you plan around other obligations, which is a question for your CPA.
Occupational and Local Licenses
Washington licenses occupations by agency or trade, so the formation filing does not cover them. Confirm which of these apply to your industry before you start operating:
- Labor and Industries (L&I): contractor registration, electrical and plumbing licenses.
- Department of Licensing (DOL): real estate, cosmetology, notaries, security and tow operators.
- Department of Health (DOH): health professions, home care and lodging.
- Washington State Department of Agriculture (WSDA): cottage food, processors and pesticides.
- Liquor and Cannabis Board (LCB): liquor, cannabis and tobacco.
- Department of Children, Youth, and Families (DCYF): child care.
- Department of Social and Health Services (DSHS): adult family homes.
- Utilities and Transportation Commission (UTC): movers and charters.
Cities and counties add their own licenses, and health district permits may also apply. Washington has 39 counties and 281 incorporated places, which means local requirements depend entirely on where you operate. The BLS application can carry city and state endorsements, so ask your city which endorsements it requires before you file.
Filing Checklist
- Search your proposed name in the business search and confirm it includes an LLC designation.
- Choose a Washington registered agent with a physical street address and an email address.
- Gather the principal office address, the governor names and addresses, and the name and address of the person signing.
- File the Certificate of Formation with Initial Report through CCFS for $180, adding expedited service for $100 if you need it.
- Submit the Business License Application at the Business Licensing Service after the Secretary of State accepts your filing.
- Calendar the annual report for $70, due by the last day of the month you formed the LLC.
Important Information
This guide is informational only. It is not legal, tax or licensing advice, and reading it does not create an attorney-client relationship. Washington statutes, agency fees and processing times change. Confirm current figures with the agencies linked in this article before you file.
When to Talk to a Professional
Consider an attorney if your LLC has multiple owners, a complex operating agreement, or plans to hold real estate or intellectual property. Consider a CPA to review how B&O tax, your entity choice and your owners' personal tax position fit together. If you want help with planning before you file, the Washington Small Business Development Center offers guidance for new business owners.
Official Resources
- Corporations and Charities Filing System (CCFS), for filing the Certificate of Formation
- Washington Secretary of State, Corporations and Charities Division, for fees and filing rules
- Department of Revenue Business License Application, for the UBI and state business license
- Washington State Department of Revenue, for B&O tax and other tax information
- Washington Small Business Development Center, for planning support