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Washington Corporate Requirements

Operating Agreement: After the articles of organization are filed, the LLC should have an organizational meeting where an operating agreement is adopted. This agreement contains any other provisions, which the members elect to set out for the regulation of the internal affairs of the limited liability company. A standard Operating Agreement would include: the domicile, object, duration, names and details of managers and members, duties and responsibilities of the managers and members, voting rights and contributions of capital, among other important matters in the business affairs of the LLC. The Operating Agreement is not a matter of public record.

Capital: The contributions to capital of a member to the limited liability company may consist of cash or other property, promissory notes or services rendered or to be rendered.

Managers/ Members: An LLC may be managed by its members (owners) or by selected managers. If the LLC is to be managed by its members, it operates much like a partnership. Member management is the normal default rule of state law. This means that if managers are not selected in the articles of organization, the members will direct the affairs of the LLC.

Registered Office / Agent: The LLC must have an authorized “resident agent” with a Washington State address. The registered agent may be an individual or any other organization registered by the Corporations Division to do business in Washington.

The registered agent receives license renewals and other notices and forwards them to the LLC. The agent also accepts legal papers or notices served on the LLC. The organizing documents or application to incorporate in Washington must contain or be accompanied by a statement signed by the registered agent indicating consent to serve.

 

Taxations and Fees

The LLC allows for pass through taxation, thereby subjecting it only once to taxation. Every Washington LLC must annually pay a license fee and file a list of members and managers.