Washington LLC Formation Checklist

Washington LLC Formation ChecklistIf you are forming a new limited liability company in Washington, you might find the below list helpful. The formation steps for forming a new Washington limited liability company are:

  • File the Certificate of Formation with the Secretary of State to create the limited liability company under state law. You probably want to indicate on the Certificate of Formation that the company is manager managed.
  • Once you receive the Certificate of Formation back from the Secretary of State, use the UBI number stamped on the front page to apply for a business license on the Washington State government’s web site.
  • You will then need to apply for and obtain any necessary city business licenses.
  • If the LLC is going to be solely owned and not have employees, it is not necessary to obtain a federal taxpayer identification number from the IRS. If the LLC is going to have multiple owners and be taxed as a partnership, or have employees, it will be necessary to obtain a taxpayer identification number from the IRS.
  • Do not forget to file the initial annual report that is returned with the file stamped Certificate of Formation.
  • The initial owners will then need to subscribe for their interests in the LLC, and write a check to the LLC for those interests.
  • The LLC should open a bank account in its own name and deposit the checks written to it by the initial members. At all times the LLC should have a separate financial life than the financial life of its owners.
  • If the LLC is a multiple member LLC, the members should consult with counsel to have an limited liability company agreement prepared for them to sign, and the owners should sign appropriate interest vesting agreements, file Section 83(b) elections, execute appropriate intellectual property assignment agreements, etc.

It is advisable to consult with counsel throughout this process.

Below is an example Certificate of Formation for a Washington, manager-managed limited liability company.

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