Washington LLC Operating Agreement
The Washington LLC Operating Agreement is the core document that is referred to when issues
concerning a Washington limited liability
company (“LLC”) need to be resolved.
The LLC
Operating Agreement is the most important document for your Washington LLC.
In the case of a single member LLC, without the formality
of an LLC Operating Agreement, the LLC can closely resemble
a sole proprietorship, which does not limit your personal
liability for business debts of the LLC.
With respect to a multi-member LLC, the LLC Operating Agreement reflects the agreement among the members with
respect to the affairs and management of the LLC and governs
the relationship amongst the members of the LLC. By having
an LLC Operating Agreement, the members will be provided
with a clear set of rules that all members have agreed upon
greatly reducing the likelihood of disagreement between
them in the future. A LLC Operating Agreement will also
greatly reduce financial and management misunderstandings,
and make sure your business is governed by your own rules
-- not default rules created by the state of Washington.
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Whether your LLC
will have one or more members, will be managed by its members
or by elected managers, or will be granting one or more
members an interest in the LLC for the performance of services,
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agreement tailored to the needs of your business.
If you don’t want
to spend thousands of dollars on a lawyer and don’t trust
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you create a customized LLC operating agreement for your
Washington LLC.
The LLC operating
agreement does not have to be filed with any state agency.
All states, including the state of Washington will enforce
valid operating agreements entered into among LLC members.
The operating agreement will only be enforced against the
persons who are parties to the agreement. Therefore, it
is extremely important that all members of an LLC sign the
operating agreement.
Your Washington
Limited Liability Company
LLC Filing Office
Secretary
of State
Dolliver Building
801 Capitol Way South
Olympia, WA
Tel: 360-753-7115
www.secstate.wa.gov/corps/
Check Name Availability
Entity or Franchise Level Tax
Washington imposes its business and occupation
tax on all entities doing business in the state, including
partnerships and LLCs, regardless of their federal entity
classification. Depending on the type of business conducted
by the taxpayer, the tax base is one of the following: the
value of products, gross proceeds of sales, or gross income
of the business. The rate varies from 0.138 percent to 1.5 percent.
State LLC Act
The
Washington LLC Act is contained in Title 25.15 of the Washington
Code.
Important Statutory Rules
LLC Management
An
LLC is managed by its members unless the Operating Agreement
states that the LLC is to be managed by one or more managers.
Admission of Members
Unless otherwise provided, new interests in the LLC must
be issued with the consent of all the members. Unless otherwise
provided in the Operating Agreement, the admission of a
transferee as a member must be approved by the unanimous
consent of all the non-transferring members.
Amending the Operating Agreement
Unless
otherwise provided in the Operating Agreement, the Operating
Agreement can be amended with the approval of all members.
Dissolution
Unless
otherwise specified in the Operating Agreement, all members
must consent in writing to voluntarily dissolving the LLC.
GET A CUSTOMIZED WASHINGTON
LLC OPERATING AGREEMENT IN MINUTES
