Is an llc operating agreement required in washington state

What we’ll cover

• Washington LLC Operating Agreement FAQs
• Washington LLC Operating Agreement checklist

What is a Washington LLC Operating Agreement?

A Washington LLC Operating Agreement is a legal document that outlines how a Washington LLC will be run. Washington LLC Operating Agreements list all LLC owners (known as “Members”), their contribution amounts, and their ownership interest percentages. They also establish the general operating rules of your LLC, including how voting will work, buy-out provisions, and the management structure.

When can you use a Washington LLC Operating Agreement?

• You are starting or managing an LLC and need to open a business bank or credit account, buy property, or secure funding.
• You run or manage an LLC with one or more partners and want to outline how much they each contributed and how the business will protect their interests.
• You want to run your LLC or distribute profits and losses differently than the state's default method.
• You want to establish a clear distinction between yourself and your LLC by further defining and documenting it as a separate legal entity.

Is an LLC Operating Agreement required in the state of Washington?

The state of Washington does not require an LLC Operating Agreement, but it may still be recommended for many LLCs. Without an Operating Agreement, disputes are governed by the default LLC operating rules outlined in Washington law (WA Rev Code § 25.15). These state rules may work fine for simple business arrangements, but they might not be the best fit when members' contributions and ownership percentages differ significantly. They may also fall short of expectations when what you want is more flexibility in defining operating rules and roles beyond the state's standard provisions. LLC Operating Agreements also can help maintain a clear separation between personal and business affairs, which is particularly valuable for protecting the limited liability status of single-member LLCs.

Additionally, even though the state may not require LLC Operating Agreements, they could still be necessary when dealing with business partners, investors, or financial institutions. These outside entities often expect to see a formal agreement in place to understand how the LLC operates and how potential disputes are resolved.

Take the next step: Register your LLC now

Many business owners opt to register their LLC after creating an LLC Operating Agreement. If this sounds like you, Rocket Lawyer can make your next step easy.

With Rocket Legal+, you can get fast, personalized support to start your LLC. Your first registration is FREE*, and you can keep your LLC compliant with HALF OFF professional services for trademarks, taxes, and more. *See details