Washington Series LLC: Why the State Does Not Offer One and What to Use Instead

If you have searched for a washington series llc, you have probably read about a structure that holds several assets inside one company while keeping each asset's liability separate. Washington does not offer that structure. Washington's LLC law, chapter 25.15 RCW, contains no series LLC provisions, so you cannot create a series inside a Washington LLC. This guide explains what that means, what to use instead, and what each option costs.

This article is informational content, not legal or tax advice. Entity structure affects your liability, your taxes, and your financing, so talk with a Washington attorney and a CPA before you organize your business.

What a Series LLC Is Supposed to Do

A series LLC is one company with internal series. Each series holds its own assets, keeps its own records, and, where the law creates the structure, has its liability walled off from the other series. The appeal is one filing, one registered agent, and separate protection for each property or product line. That protection only exists if a statute creates it and the series are run as truly separate pieces.

What Washington Law Says

Chapter 25.15 RCW is Washington's LLC Act. Its section list, its definitions, and its certificate of formation requirements in RCW 25.15.071 do not mention series. That leaves three practical results:

• No certificate of designation. Washington has no filing that creates a series inside an LLC.
• No statutory liability wall. A claim against the LLC can reach everything the LLC owns, regardless of which asset caused the problem.
• No series recordkeeping rules. You cannot rely on a series statute to keep assets separate, so the separation has to come from how you structure and operate the business.

Consider an LLC that owns three rental houses. If a tenant is injured at one house and wins a judgment, that judgment can reach the LLC's assets, including the other two houses. Nothing in Washington law divides the LLC into protected compartments.

Option 1: One LLC for Each Asset

The most common substitute is a separate Washington LLC for each property or business line. Each LLC holds one asset, keeps its own bank account, and signs its own leases or contracts. Liability from one asset generally stays with the LLC that owns it.

Here are the state fees that apply to each LLC:

Item	Fee	When It Applies
Certificate of Formation with Initial Report	$180	Once, when you form the LLC
Annual Report	$70	Every year
Late annual report, including delinquency fee	$95 total	If you file late
Name reservation	$30	Holds a name for 180 days
Expedited service	$100 per entity	Optional, generally processed within three business days

Using three rental houses as an example, the formation fees come to $540 (3 x $180) and the annual reports come to $210 per year (3 x $70). Your first-year state filing cost is $750 before registered agent fees, which vary by provider and are not set by the state, and before any business license costs.

Each LLC that needs a Unified Business Identifier (UBI) will need its own Business License Application. Confirm with the Business Licensing Service (BLS) how it applies your structure before you file.

Option 2: A Holding Company Over Subsidiary LLCs

A holding company is an LLC that owns the membership interests in subsidiary LLCs. Each subsidiary owns one asset. The holding company gives you one entity that oversees the others, and it can make ownership and transfers easier to manage than a loose set of unrelated companies.

The cost grows with the number of entities. A holding company with three subsidiaries means four LLCs, or $720 to form (4 x $180) and $280 per year in annual reports (4 x $70). The holding company must file its own annual report, just as each subsidiary does.

The structure protects only if the entities behave as separate businesses. Keep separate bank accounts, separate contracts, separate insurance, and separate books for each LLC, and never move money between them informally. Courts look at these facts when deciding whether to respect the separate entities, so a holding company on paper does not protect you if the business runs as one pool of money.

Other Points to Weigh

• Insurance. Entity separation does not replace liability insurance. Ask an insurance agent about separate coverage for each property or business line.
• B&O tax. Washington has no corporate or personal income tax. Instead, most businesses pay the state business and occupation (B&O) tax, a gross receipts tax with no deduction for labor, materials, or other costs. Each entity that has receipts may have its own reporting obligations, and you should check with the Department of Revenue which classifications apply to your activity.
• Local B&O. About 54 cities levy their own B&O tax, which the Department of Revenue does not administer. Check with each city where your entities operate.
• Sales tax. The state sales tax rate is 6.5%. Sales subject to sales tax require a state business license.

Registering a Series LLC From Another State

If you formed a series LLC in another state and want to do business in Washington, do not assume you can register it here. Before you file anything, ask the Secretary of State's Corporations and Charities Division at 360-725-0377 whether a foreign series LLC can register in Washington.

The legal effect of a series structure from another state on Washington assets is a separate question. A structure that protects assets in its home state may not protect Washington property the same way, and you should not assume it does. A Washington attorney can review your specific facts and tell you where your assets stand.

Filing Steps for a Washington LLC

1. Choose and check a name. The name must include Limited Liability Company, Limited Liability Co., L.L.C., or LLC. It must be distinguishable from every other business name on record with the Secretary of State and cannot contain bank, banking, banker, trust, cooperative, or certain restricted word combinations under RCW 23.95.305. Search existing names at the Secretary of State business search. If you need time, you can reserve a name for 180 days for $30.
2. Appoint a registered agent. Every business must designate a registered agent with a physical street address in Washington. PO Boxes and private mailbox addresses are not accepted. The agent must consent to serve and must supply an email address. There is no fee to change the registered agent or registered office.
3. File the Certificate of Formation with Initial Report. File through the Corporations and Charities Filing System (CCFS) for $180. The Secretary of State does not publish a standard turnaround for online filings. Expedited filings cost $100 per entity and are generally processed within three business days.
4. Obtain a UBI through BLS. After the Secretary of State files your LLC, submit the Business License Application through the Department of Revenue. The processing fee is $50 to open a business, plus any city or state endorsement fees. Online applications take about 10 business days. If city or state endorsements need approval, add 2 to 3 weeks. Mailed applications can take up to six weeks.
5. Register any trade names. If an LLC operates under a name other than its legal name, register each trade name through BLS for $5 per name, at the Department of Revenue trade name page. Trade names are not filed with the Secretary of State or the county.
6. Calendar the annual report. The annual report is due by the last day of the month in which the LLC was formed, every year. You may file up to 180 days early. The fee is $70. A late filing carries a delinquency fee, for a total of $95.

Who to Ask for Help

Washington's structure questions have different answers for different people. A Washington attorney can tell you whether separate LLCs or a holding company fits your liability exposure, and whether a foreign series LLC protects your Washington assets. A CPA can review how B&O, sales tax, and any federal filings apply to each entity. The Washington Small Business Development Center at wsbdc.org can help you think through the business side before you commit to a structure.

For the Secretary of State's position on foreign entities and filing questions, call the Corporations and Charities Division at 360-725-0377 or visit the Secretary of State Corporations and Charities page.

Bottom Line

Washington does not offer a series LLC. Chapter 25.15 RCW has no series provisions, and an LLC's liability is not divided by asset. If you want separate liability for separate assets, form a separate Washington LLC for each asset, or use a holding company over subsidiary LLCs. Budget $180 to form and $70 per year for each entity, keep each one's finances genuinely separate, and get legal and tax advice before you choose.

Reminder: this content is informational, not legal or tax advice. Consult a qualified Washington attorney and CPA for your situation.