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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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
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
Washington LLC Act is contained in Title 25.15 of the Washington
Important Statutory Rules
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.
Unless otherwise specified in the Operating Agreement, all members must consent in writing to voluntarily dissolving the LLC.
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