How to form an LLC in Washington

Washington SOS charges $200 online (or $180 by mail) to file the Certificate of Formation. The annual report is $70, due by the end of the anniversary month. Realistic year-one cost: $200. Ongoing yearly cost: $70 plus B&O tax on gross receipts.

Online filings through Washington SOS CCFS approve in 2 business days. Mail filings take 4–6 weeks. Pay the extra $20 for online — it's much faster.

The Business & Occupation (B&O) tax is Washington's tax on the gross receipts of nearly every business activity in the state. Rates vary by activity: 0.471% (retail), 0.484% (wholesale/manufacturing), 1.5% (most services), 1.75% (services with revenue over $1M). Unlike a typical income tax, B&O is on revenue (not profit) — so it can be brutal for low-margin businesses. Many Washington founders consider whether the no-income-tax benefit is worth the B&O cost.

Yes — no personal income tax on wages or salaries. But the B&O tax functions as a state-level business income tax in practice, especially for service businesses (1.5%+ on gross revenue). For LLC owners, the trade-off is: no personal income tax + B&O on the LLC's gross receipts. Whether that's a net positive depends on your margin profile.

By the end of the LLC's anniversary month each year. The fee is $70. File through Washington SOS CCFS. Late filings risk administrative dissolution.

No traditional franchise tax — the B&O tax functions similarly. Pass-through LLCs don't pay separate income tax (Washington has no income tax), but they pay B&O on gross receipts. LLCs that elect C-corp taxation also pay B&O (no separate corporate income tax in Washington).

Yes. Washington has no residency requirement for LLC members or managers. You only need a WA-based registered agent. Out-of-state owners commonly use a commercial registered agent service.

For Washington residents and tech businesses tied to Seattle (Microsoft, Amazon, Google, Meta) or aerospace (Boeing): yes — the talent pool and ecosystem justify the costs. The no-income-tax structure helps high-earning founders. The B&O tax on gross receipts is the main consideration for service-based and low-margin businesses. Combined sales tax averaging 9.4% is among the highest in the U.S.

Washington has no state income tax, which is a significant advantage for LLC owners compared to most other states. However, Washington LLCs are subject to the Business and Occupation (B&O) tax, which is levied on gross receipts rather than net profit — rates range from 0.138% for manufacturing to 1.5% for service businesses. LLCs with employees must also pay state unemployment insurance and workers' compensation taxes through the Washington State Department of Labor and Industries. If your LLC sells taxable goods or certain services, you must collect and remit Washington sales tax, which ranges from 6.5% to over 10% depending on the local jurisdiction.

Yes, non-residents and foreign nationals can form a Washington LLC without any residency requirement — you simply need a registered agent with a physical address in Washington to accept legal documents on your behalf. However, if you operate your business primarily in another state, that state may require you to foreign qualify your Washington LLC there, which typically involves filing a Certificate of Authority and paying that state's fees. Non-residents should also be aware that Washington's B&O tax applies to business activity conducted in Washington regardless of where the owner lives. Using a registered agent service is especially practical for non-residents who don't have a physical Washington address.

Yes — nearly all Washington LLCs must obtain a Unified Business Identifier (UBI) and a Washington State Business License through the Department of Revenue, which costs $90 for new businesses and covers multiple state-level registrations in one application. In addition to the state license, most cities and counties in Washington require a separate local business license; Seattle, for example, charges a fee based on annual gross revenue. Certain professions such as contractors, healthcare providers, and real estate agents require additional state-issued professional licenses through the relevant licensing board. Failing to obtain the required licenses can result in fines and back taxes, so it is worth checking both the state's Business Licensing Service and your local city or county requirements.

To dissolve a Washington LLC, you must file a Certificate of Dissolution with the Washington Secretary of State, which can be done online through the Corporations and Charities Filing System (CCFS) for a $20 fee. Before filing, you should settle all outstanding debts, notify creditors, liquidate or distribute assets, and cancel any business licenses and permits with the Department of Revenue and local jurisdictions. If your LLC has employees, you must also close your state tax accounts with the Department of Revenue and the Employment Security Department. Once the Secretary of State processes and approves the dissolution, the LLC's legal existence ends and you should keep records of the dissolution for at least seven years in case of future tax inquiries.

Washington State does not legally require an LLC to have a written operating agreement, but the Washington Uniform Limited Liability Company Act (RCW Chapter 25.15) strongly encourages one because it governs how your LLC is managed when no agreement exists. An operating agreement should cover member ownership percentages, profit and loss distribution, voting rights, management structure, and procedures for adding or removing members. Without one, Washington's default rules apply — for example, profits are split equally among members regardless of their capital contributions, which may not reflect your intentions. For single-member LLCs, an operating agreement also helps maintain the liability protection of the LLC structure by demonstrating that the business is a separate legal entity from the owner.