Limited Liability Company (LLC) & Professional LLC (PLLC) Filing Resource Page

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  2. Limited Liability Company (LLC) & Professional LLC (PLLC) Filing Resource Page

 

Limited Liability Company (LLC) is formed by one or more individuals or entities by filing a Certificate of Formation with the Secretary of State. Limited liability companies may engage in any lawful, for-profit business or activity other than banking or insurance. LLCs must also create an operating agreement, which is a governance document establishing the rules and operations of the LLC. For federal taxes, LLCs are typically treated like sole proprietorships if there is one owner, or like partnerships if there is more than one owner. However, by filing an entity classification election form with the IRS, LLCs can be treated like corporations for federal tax purposes. An operating agreement is not recorded by the Secretary of State. See the US Small Business Administration for an overview of what is included in an operating agreement. You can also contact your local library for examples of a blank operating agreement at no cost.

Professional Limited Liability Company (PLLC) is a Limited Liability Company business entity governed by RCW 25.15 to provide the professional services listed as the purpose of the company. It is formed by one or more individuals or entities who are duly licensed or otherwise legally authorized to perform that professional service through an operating agreement. This business entity forms by filing a Certificate of Formation with the Secretary of State with the election to have RCW 18.100 provisions apply.

 

Read Before Use: This page is not intended to provide legal advice or assist you in selecting an appropriate business structure and is intended to be informational. For assistance in determining the appropriate business structure, please visit the Start or Register a Business page for more information.

View general filing information including help options at the bottom of the page.

*All filings/service requests are subject to additional fees depending on the priority requested and delivery method.

For complete list of filing fees visit our Fee Schedule/Expedite Services Page

 

Glossary of Filings & Topics

The below links cover all items on this page and presents them categorized and in alphabetical order.
Select a topic below to review that section of this page.

 

Most Requested Filings

Annual Report

Purpose: An Annual Report is used to affirm or update business entity information recorded by the Secretary of State and must be filed yearly to maintain a business' active status. An Annual Report is due by the business entity’s expiration date, which is the last day of the month in which the business was first formed/registered with our office; and can be filed up to 180 days before the expiration date.


Submission by mail, or in-person

Annual Report - Multiple Entity Types (PDF Fillable Form)

Required Filing fees

$70 (fees & priority service information)

 

Initial Report

Purpose: An Initial Report is used within the first 120 days of a domestic business entity’s origination to record the principal office information and the business entity’s governors. The initial report can be filed with the origination document for free or it can be submitted at any point within the first 120 days of existence for an additional fee.


Submission by mail, or in-person

Initial Report - Multiple Entity Types (PDF Fillable Form)

Required Filing fees

$10 (fees & priority service information)

Amended Annual Report

Purpose: An Amended Annual Report may be used by any domestic or foreign business entity to update the principal office, governors, or the most recently recorded controlling interest questions of a business or nonprofit. Submission of this filing does not impact the business’s expiration date and cannot replace the required annual report.


Submission by mail, or in-person

Amended Annual Report - Multiple Entity Types (PDF Fillable Form)

Required Filing fees

$10 (fees & priority service information)

 

Register Your LLC or PLLC

This information is specific to Limited Liability & Professional Limited Liability Companies. If you have not confirmed or decided on what business entity structure your business will be, review different business entity structures and the small business handbook located at business.wa.gov.

This Business Entity type can register as a Domestic and Foreign Business Entity.

If you have questions on How to Start a Business, visit one of the linked pages below.

Name Reservation

Purpose: A Name Reservation may be used by any business entity to reserve a business name prior to registering with the Secretary of State and receiving the Unified Business Identifier (UBI) Number. Per RCW 23.95.310, a name reservation shall reserve the name for the applicant's exclusive use for 180 days. After this period the name reservation will expire and it cannot be renewed.

Submission by mail, or in-person
Name Reservation - Multiple Entity Types (PDF Fillable Form)

Required Filing fees
$30 (fees & priority service information)

Domestic LLC Certificate of Formation

Purpose: Certificate of Formation for a Limited Liability Company governed by RCW 25.15 is used to create a new business entity that has not previously been registered with the Office of the Secretary of State; or is beyond its five (5) year reinstatement period.

Submission by mail, or in-person
Certificate of Formation - Limited Liability Company (PDF Fillable Form)

Required Filing fees
$180 (fees & priority service information)

Domestic Professional LLC (PLLC) Certificate of Formation

Purpose: Certificate of Formation for a Professional Limited Liability Company governed by RCW 25.15 with the election to have RCW 18.100 provisions apply is used to create a new business entity that has not previously been registered with the Office of the Secretary of State; or is beyond its five (5) year reinstatement period.

Submission by mail, or in-person
Certificate of Formation - Professional LLC (PDF Fillable Form)

Required Filing fees
$180 (fees & priority service information)

Foreign LLC & PLLC Registration

Purpose: A Foreign Registration Statement is used for LLCs & PLLCs whose home state is a different state or country for the purpose of registering to do business in Washington State. Home state/jurisdiction refers to the place where the business’s creation documents were filed.

Submission by mail, or in-person
Foreign Registration Statement - Profit Entity Types (PDF Fillable Form)

Required Filing fees
$180 (fees & priority service information)

 

Update an LLC or PLLC

The following filing types facilitate the maintenance of information for a business on record. These filings include Articles of Amendment, Withdrawal of Filed Record, etc.

For Registered Agent Filings, visit our Filings, Forms & Information - Registered Agent Section.

For filing including Annual Reports, Initial Reports and Amended Annual Reports, review the Most Requested Filings section of this page.

Domestic LLC Certificate of Formation Amendment

Purpose: Amended Certificate of Formation is used to record changes to the business entity’s previously recorded certificate of formation or its most recently recorded amendment. Amendment filings are most commonly used to change to the business entity’s name.

Submission by mail, or in-person
Amended Certificate of Formation - LLC (PDF Fillable Form)


Required Filing fees
$30 (fees & priority service information)

Domestic Professional LLC (PLLC) Certificate of Formation Amendment

Purpose: Amended Certificate of Formation is used to record changes to the business entity’s previously recorded certificate of formation or its most recently recorded amendment. Amendment filings are most commonly used to change to the business entity’s name.

Submission by mail, or in-person
Amended Certificate of Formation - Professional LLC (PDF Fillable Form)


Required Filing fees
$30 (fees & priority service information)

Foreign LLC & PLLC Registration Amendment

Purpose: A Foreign Registration Amendment is used to record changes to the business entity’s information that have also been recorded in its home state/jurisdiction.

Submission by mail, or in-person
*Amendment of Foreign Registration - All Entity types (PDF Fillable Form)


Required Filing fees
$30 (fees & priority service information)

*If you filed a name change in your home jurisdiction, you must submit a copy of the filed document in which the name was changed along with a completed Amendment of Foreign Registration Statement form.

Foreign LLC & PLLC Transfer of Registration

Purpose: Transfer of Registration is used when two foreign businesses merge into one when one of the business entities is not registered with our office. Within the merger, the non-surviving business, which is a registered foreign business entity in Washington State, transfers its unified business identifier “UBI” to the surviving business, which is not currently registered in Washington State as a foreign business entity, but qualifies as transacting business in Washington State based on the merger.

Submission by mail, or in-person
Transfer of Foreign Registration - Multiple Entity Types (PDF Fillable Form)


Required Filing fees
$30 (fees & priority service information)

Statement of Correction

 Purpose: A Statement of Correction may be used by any domestic or foreign business entity to correct an error that was made on a filing recorded with the Secretary of State. The original filed document will not be corrected; however, the data/public record maintained online will be corrected to reflect the changes.

Online Submission

Submission by mail, or in-person
Statement of Correction - All Entity Types (PDF Fillable Form)


Required Filing fees
$30 (fees & priority service information)

 Withdrawal of Filed Record

Purpose: A Statement of Withdrawal of a Filed Record may be used by any domestic or foreign business entity to withdrawal a filed record prior to the record taking effect.

Submission by mail, or in-person
Statement of Withdrawal of Filed Record - All Entity Types (PDF Fillable Form)

Required Filing fees
$10 (fees & priority service information)

 

Reactivate an LLC or PLLC

If a business is no longer in active status and now has the status of “administratively dissolved” or “terminated”, review the below information specific to your home state/jurisdiction.

A Domestic Business Entity must reactive (reinstate) a business within 5 years of the business entity’s administrative dissolution date. A reinstatement will require an annual report fee for each year an annual report was not filed. In addition, a penalty fee of $140 is assessed.

Failure to file within the 5-year window of the business entity’s dissolution date will mean you are not able to use the assigned UBI and will have to create a new entity formation and you will be assigned a new UBI you will have to bring to the Department of Revenue’s Business Licensing program. Upon registration your Congratulations letter will include additional steps that will need to be taken.

A Foreign Business Registrations has an unlimited reactivation (requalification) window. A requalification is due when a foreign business entity has been terminated.

Domestic LLC & PLLC Reinstatement

Purpose: A Reinstatement is used by a domestic business entity that is currently administratively dissolved and is within five years of its administrative dissolution date to return it to active status.

 

Online Submission

 

Request a for mail or in-person submission

To request a paper form emailed or sent to you by mail, email our office at [email protected] ensuring the subject line is as follows: Reinstatement Form Request – [your UBI #]

In the body of the email include the information below.

Business Entity Name UBI number Indicate how you would like the Requalification delivered (email or postal mail).

If mail is requested, provide the mailing address.


Required Filing fees

Paper Reinstatement forms include a cover letter with an explanation of all fees as they are unique to the business’ expiration date and the current date of request. Fees & priority service information
Foreign LLC & PLLC Requalification

Purpose: A Foreign Requalification is used to reactivate a foreign business entity that was previously registered with this office and is currently in a terminated status for failure to maintain an active registration.

 

Online Submission

 

Request a for mail or in-person submission

To request a paper form emailed or sent to you by mail, email our office at [email protected] ensuring the subject line is as follows: Requalification Form Request – [your UBI #]

In the body of the email include the information below.

Business Entity Name UBI number Indicate how you would like the Reinstatement delivered (email or postal mail).

If mail is requested, provide the mailing address.
 

Required Filing fees

Paper Requalification forms include a cover letter with an explanation of all fees as they are unique to the business’ expiration date and the current date of request. Fees & priority service information

 

Domestic LLC Conversions

Conversion information provided by our office is intended to provide examples of possible conversions for Domestic Limited Liability Companies only.

While the business type’s governing law may allow for a Conversion of entity type; the law governing the entity type attempting to convert to may prohibit it.  Review both laws prior to submitting Conversion documents. If you have questions on Business Entity Conversions. 

LLC Converting to a For-Profit Corporation - RCW 23B

Required Documents

Required Filing fees

$190 ($10 conversion fee + $180 origination fee) Fees & priority service information

LLC Converting to a For-Profit Prof. Service Corporation - RCW 23B

Required Documents

Required Filing fees

$190 ($10 conversion fee + $180 origination fee) Fees & priority service information

LLC Converting to a Social Service Corporation - RCW 23B

Required Documents

Required Filing fees

$190 ($10 conversion fee + $180 origination fee) Fees & priority service information

LLC Converting to a Nonprofit Corporation - RCW 24.03A

Required Documents

Required Filing fees

$50 or $90 ($10 conversion fee + $40 or $80 origination fee)
The default incorporation fee is $80 unless the business provides a voluntary certification of its gross revenue being less than $500,000 in the most recent fiscal year, which qualifies them for the reduced $40 fee, making to total fee for conversion $50.

Fees & priority service information

LLC Converting to a Nonprofit Prof. Service Corporation - RCW 24.03A

Required Documents

Required Filing fees

$50 or $90 ($10 conversion fee + $40 or $80 origination fee)
The default incorporation fee is $80 unless the business provides a voluntary certification of its gross revenue being less than $500,000 in the most recent fiscal year, which qualifies them for the reduced $40 fee, making to total fee for conversion $50.
Fees & priority service information

LLC Converting to a LP or LLLP - RCW 25.10

Required Documents

Required Filing fees

$190 ($10 conversion fee + $180 origination fee) Fees & priority service information

LLC Converting to a LLP - RCW 25.05

Required Documents

Required Filing fees

$190 ($10 conversion fee + $180 origination fee) Fees & priority service information


 

Closing an LLC or PLLC

The following information is for the purposes of voluntary act by the governing persons to dissolve a Limited Liability Company.

Domestic LLC & PLLC Certificate of Dissolution

Purpose: Certificate of Dissolution is used to voluntarily dissolve the business entity. After 120 days of this submission being filed the business entity is no longer eligible for reinstatement or revocation and is considered permanently dissolved.

 

Submission by mail, or in-person
Certificate of Dissolution – LLC & PLLC (PDF Fillable Form)

 

Required Filing fees
$0 Fees & priority service information

Foreign LLC Statement of Withdrawal

Purpose: A Statement of Withdrawal can be used to voluntarily withdrawal the business entity from transacting business in Washington State. After this submission is successfully filed, the UBI number may no longer be used.


Submission by mail, or in-person
Statement of Withdrawal - All Foreign Entity Types (PDF Fillable Form)
 

Required Filing fees
$0 Fees & priority service information

Foreign LLC Statement of Withdrawal on Dissolution or Conversions

🌐 This filing is available by logging into our online filing system.

Submission by mail, or in-person

Statement of Withdrawal of Foreign Registration on Dissolution or Conversion - All Foreign Entity Types (PDF Fillable Form)


Required Filing fees
$0 Fees & priority service information


 

 

General Filing & Form Information

For those who need their documents in a hurry, the Corporations Division offers expedited service and same-day service. The fee for expedited service is $100 per business entity, and expedited filings are generally processed within three business days.

* Due to system limitations, the same-day service fee ($150 per business entity) will not be assessed. Same-day service fee for front-counter transactions will be charged as an expedited fee and processed the same day if received before 3:30 p.m. Same-day services may be limited due to business hours and the quantity of filings submitted. A 30-day notice will be provided via our website and lobby signage before implementing the $150 Same Day Service fee.

To receive expedited service by mail, enclose $100 per entity (in addition to regular fees) and write "EXPEDITE" in bold letters on the outside of the envelope.

See WAC 434-112-080 and 434-112-085 for fee schedule information.

We accept cash, checks, money orders, Visa, MasterCard, and American Express for your convenience. All payments must be received in US Dollars. Payments submitted to this office are not refundable WAC 434-112-075 & 434-112-085.

 

Do you need assistance with filing?
If you have any questions about completing forms for accessibility needs, please contact our Customer Relations team via the following methods:

  • Chat 
  • Email
  • Phone
    • To ask about available alternative methods for submitting a filing or form for the visually impaired, please call 360-725-0377. Teletype (TTY) users may use Washington Relay Service by calling 711.

       

Submitting Filings Online

If you experience any problems or have questions while using the online filing system, please contact the Corporations and Charities division using the information available on the Contact Us page.

Corporation filings can be completed by visiting our Corporations and Charities Filing System (CCFS) landing page.

If you need assistance with account creation, or with a password reset, please review the below links.

 

Upload Section

This section is used to upload additional documents if needed. The Office does not record meeting minutes, ownership information, operating agreements, bylaws, and other internal governance documents. If provided, these items will be removed from the record before completion.

*Uploading documents will delay the instant filing feature of an annual report and delay the acceptance of other filings until it can be reviewed in-office.

 

Mail Submissions -Filing by Paper Form or Drafted Documents

Mail filings have a high risk for return for corrections because the form allows customers to leave required fields blank or to submit invalid addresses that do not pass USPS address verification.

Review our Common Reasons for Returned Documents Page for more information. 

When completing the form, please use dark ink only.

Complete the entire form and enter all requested information in the fields provided.

Once you have gathered the necessary documents visit our Contact Page for more information regarding In-Person Services and our mail in options.

The post mark date is not the received date. If an annual report is received in our office past the expiration date, a delinquency fee of $25 is due for all business types except Nonprofits.

To receive expedited service by mail, enclose $100 per entity (in addition to regular fees) and write "EXPEDITE" in bold letters on the outside of the envelope.
 

In-Person Submissions - Filing by Paper Form or Drafted Documents

Visit our Contact Page for more information regarding In-Person Services and our mail in options

Customers must arrive no later than 30 minutes prior to closing to receive same day service.