Washington Certificate of Formation: Walk Through Guide

When you form a Washington LLC, you file a Certificate of Formation with the Secretary of State. This filing legally creates your limited liability company.

A Washington Certificate of Formation is a fairly simple form, but it does require specific information about your company and its owners. This guide will walk you through the different articles in the Certificate of Formation.

Washington Certificate of Formation

1. Article 1: Name of LLC

   You must list a name for your Washington LLC. You should conduct a WA business name search first to check for availability. If you try to file with a name that is already in use by another company, your filing will be rejected.

   Be sure to write your LLC name correctly. If your name is misspelled on this form, it will be processed with the misspelling, and you will have to file another form to correct the mistake.

2. Article 2: Principal Place of Business

   This is the street address and mailing address of your Washington LLC. The principal place of business is your main headquarters, the place where your company records and financial documents are kept.

   If you hire us as your Washington registered agent, you can list our business address here. Doing so will keep your personal address out of the public record.

3. Article 3: Effective Date of Formation

   You can choose your official date of formation (the legal day of your company’s creation). You have two options: your filing date, or a specific date no later than 90 days after your filing date.

4. Article 4: Tenure

   Tenure refers to the life of your business. You have two options. You can choose a perpetual existence, in which case your LLC will exist until it is properly dissolved—either by you or by the State—or you can list a specific termination point (either a number of years or a particular date).

5. Article 5: LLC is Managed By

   A Washington LLC can be managed either by its members or by a manager. For small LLCs, it is normal for the members to make all management decisions and take part in all the daily business decisions. However, your members may prefer to leave the daily business oversight to a manager or a management company. You must select one or the other.

6. Article 6: Washington Registered Agent

   You are required to designate a Washington registered agent. You must list the name, physical and mailing address of your registered agent. A registered agent must have a physical address within Washington state.

   A registered agent must give their consent to represent your company. When you hire us, we will give you our consent, as well as the legal name that you can list on this form.

7. Article 7: Executor

   The executor is the individual who prepares and submits the Certificate of Formation. If you hire us to form your Washington LLC, then we will act as the executor. You must list the executor’s name and address.

Certificate of Formation Facts

It is important to recognize that the Certificate of Formation and all of the information on it will become part of the public record. Many business owners are understandably uncomfortable with this reality. If you are concerned about the privacy of your information, then you may be interested in our Private Washington LLC Package. This is a specially designed privacy package which will keep your name and personal information out of the public record.

When you file your Certificate of Formation, don’t forget that there is a $180 filing fee. If you are mailing the form, you should include a $50 expedite fee and mark the Expedite box. Non-expedited paper forms may take up to two months to process (online filings are automatically expedited and get processed by the state in around two to five business days).

You can make changes to your Certificate of Formation after it has been processed by filing a Washington LLC Certificate of Amendment.