Washington LLC Operating Agreement (2026)
Single-member or multi-member operating agreement under your state's LLC act: ownership, management, capital, distributions, transfers and dissolution.
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What this document covers
- Formation, name, purpose and registered agent
- Tax classification (default, S corp, C corp)
- Members, contributions and percentage interests
- Capital accounts and additional contributions
- Allocations, distributions and tax distributions
- Member- or manager-managed; voting and major decisions
- Duties, other activities and deadlock (50/50)
- Liability and indemnification
- Transfers, right of first refusal and buy-out events
- Withdrawal, dissolution, Schedule A and spousal consent
Washington rules that this document follows
| LLC statute | Washington Limited Liability Company Act (2016)Source: RCW ch. 25.15 |
|---|---|
| Formation document / filing office | Certificate of Formation — Washington Secretary of State |
| Operating agreement required? | Not required by statute, but strongly recommended (may be oral; written is far safer)Source: RCW §§ 25.15.006(5), 25.15.018 (LLC agreement may be oral, implied, in a record, or any combination) |
| Formation fee | $200.00 |
| Annual report | $70.00 — Annual report due by end of anniversary monthSource: RCW § 25.15.106; WAC 434-112-085 |
| State LLC / franchise tax | No income/franchise tax; Business & Occupation tax on gross receipts (RCW ch. 82.04) |
| Community property | Yes — a married Member's spouse may own half of the interest; the Spousal Consent page is generated for married Members |
| Duty-of-loyalty waiver | May be limited only if not manifestly unreasonable; competing activities require disclosureSource: RCW §§ 25.15.116 (majority of members), 25.15.211 (distributions per agreed value of contributions), 25.15.256 (charging order exclusive; foreclosure permitted) |
| Charging order exclusive remedy (SMLLC) | unclearSource: RCW §§ 25.15.116 (majority of members), 25.15.211 (distributions per agreed value of contributions), 25.15.256 (charging order exclusive; foreclosure permitted) |
Rules current as of 2026-10-27. Statutes change; verify before relying on them.
How to use this LLC Operating Agreement in Washington
Sign the agreement as soon as the LLC is formed and before opening the bank account. Fill Schedule A with actual contributions and percentages — they drive profits, votes and buy-outs. Multi-member LLCs should agree on the buy-out formula now, while everyone is friendly; two 50/50 members get an automatic deadlock clause.
If you elect S-corporation status, keep every distribution strictly pro rata — a single disproportionate distribution can terminate the election.
Review annually and whenever a member joins, leaves, marries, or the tax election changes. Keep it with the Certificate of Formation, EIN letter and annual report receipts.
Frequently asked questions
Is an operating agreement required in Washington?
Not by statute (RCW §§ 25.15.006(5), 25.15.018 (LLC agreement may be oral, implied, in a record, or any combination)). Banks, investors and courts expect a written agreement, and a single-member LLC without one is easier to pierce.
What are the ongoing state fees for an LLC in Washington?
Annual/periodic report: $70.00 (Annual report due by end of anniversary month; RCW § 25.15.106; WAC 434-112-085). No income/franchise tax; Business & Occupation tax on gross receipts (RCW ch. 82.04).
Does the operating agreement get filed with the state?
No. It is an internal document. Keep the signed original with the Company records; banks and the IRS may ask for a copy.
Why does it ask whether a member is married?
Washington is a community-property state: a spouse generally owns half of a membership interest acquired during marriage. Without a signed Spousal Consent the transfer restrictions and buy-out terms do not bind the spouse, and a divorce court can award part of the interest.
Other names
- single member LLC operating agreement
- multi-member operating agreement
- LLC agreement
- company agreement
- LLC bylaws
- limited liability company agreement
- operating agreement template
- member-managed LLC agreement
Related documents
- Commercial Lease Agreement — Washington
- Demand Letter — Washington
- Bill of Sale — Washington
- Promissory Note — Washington
- All Washington forms →
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FormsByState provides self-help document templates and general information, not legal advice. We are not a law firm. For advice about your situation consult a licensed attorney in your state.
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