LLC Operating Agreement Washington State | The Complete Guide

Save time & be confident while starting your company. Use best professional help -
 TailorBrands - ($49 + State Fees) Online Washington LLC Setup

Starting an LLC may involve filing articles of organization with the state and establishing internal ground rules for how your business should operate. Establishing your credibility as a legal entity is a part of the plan.

Every Washington state LLC is encouraged, but not required, to have an operating agreement to safeguard the company’s operations, from organization to dissolution. It ensures that all LLC members understand their roles and responsibilities. This page guides you in making a Washington state operating agreement.

Washington State LLC Operating Agreement Content

An operating agreement is a legal document detailing the LLC’s organizational structure and operational procedures. Topics not restricted to a single member or multi-member LLC will be covered. While these provisions might not influence day-to-day operations, they must be included for legal reasons.

  • Ownership: The operating agreement details who the members are and how ownership is divided, be it a sole proprietorship or LLC. Sole proprietorship refers to a single person with total control over a business, also known as a single-member LLC. Multi-member LLC members can have either equal or varying ownership interests.
  • Management: Your LLC could be member-managed or manager-managed. The former means members can decide regarding contracts with third parties; the latter means only designated managers can do so. Using “manager-managed” instead of “hands-on” can reduce administrative work. Management’s authority is also limited in the Operating Agreement. 
  • Voting: Define each owner’s voting rights and voting thresholds, such as a majority vote, supermajority vote, and unanimous consent. A variety of approvals are needed for each type of decision.
  • Changes in Membership Structure: If someone leaves the company, how will roles and ownership be transferred? A member buyout and/or replacement procedure must be outlined in the LLC’s governing document.
  • Contributions: All types of contributions are accepted. In order to fund their ownership interests, members will have to invest in the collective funds.
  • Equity Splits: Determine equity for each member, taking into consideration things like their contributions, responsibilities, and fairness. Maintaining fairness in your equity split will help prevent future disagreements.
  • Transfers: You may want to consider outlawing transfers of ownership interests without the consent of all owners. It’s always a good idea to include permitted transfers, such as first refusal, drag-along rights, tag-along rights, and estate planning transfers.
  • Business Restrictions: To protect the privacy of the company, including confidentiality obligations. You may also ban the owners from owning competing businesses.
  • Intellectual Property: Detail; the ownership of intellectual property created by members. Make sure all company-created intellectual property is owned by the company. You can find alternative ownership/license structures if necessary. 
  • Taxation: Determine how you will be taxed and plan accordingly. Remember, however, that you must file an LLC annual report and might be required a sales tax. 
  • Guaranteed Payments: Determine if any of the members should receive Guaranteed Payments, which are like a salary, particularly if your LLC is taxed as a partnership.
  • Distribution & Dividends: Explain to all members how the funds will be allocated. A pass-through entity will impose tax distributions regardless of profit distributions.
  • Dissolution: The LLC should be dissolved if all members elect to cease operations. It is important to identify how you will end your business in your operating agreement.

Note that the operating agreement, though not a legal requirement in most states, is vital in the operation of your LLC. Should your members have issues with the business, you can deal with it with guidance from the operating agreement.

Get Help from a Registered Agent

Developing an operating agreement could be tedious at times. Besides, since it deals with how your business operates, then it would be best to have professionals help you with it to make sure you get everything right. Getting help from registered agents would be your best bet. Here are three of our best LLC services that can provide you with registered agents to free you of worries:

LLC Service

Our Rating & Pricing

Top Features

Learn More


$49 + State Fees

  • Set up LLC without hassle

  • Take you through all steps

  • Start your LLC worry-free

$299 + State Fees

  • Turnaround in a few days

  • EIN & Website Included

  • Operating Agreement Included

Importance of a Washington State LLC  Operating Agreement

Washington state doesn’t require that you create an operating agreement if you own an LLC. Most states require that all businesses be incorporated in order for them to validate the structure of their business. Washington state doesn’t require you to do this step. However, it is possible to form an LLC without penalty fees.

But, it is a crucial measure to make sure that the company and its members are safe from any misunderstandings. Here are a few reasons why you should create an LLC agreement.

  • To safeguard the business Operating agreement: It defines the rules of an LLC. In other words, the rules will be enforced by the government if any members are unable to adhere to the rules. This agreement could be used to protect the LLC from being governed by the rules of the government and to provide additional benefits.
  • It helps the LLC appear credible when investors research companies, they check to see how professional it is. The operating agreement is a great way to make the LLC appear professional. It shows that the members care about the company, and they want it to be able to comply with all laws. This is a way to draw in more investors and to create growth for the company.
  • To safeguard the legal status of LLCs the LLC’s status can be protected by defining it in operating agreements to ensure that the government isn’t confused. LLCs are generally recognized because they are a limited liability entity. It is extremely simple for sole proprietorships confuse an LLC comprised of a single member, however an operating contract can help establish that they’re different.
  • To resolve any conflicts: Future conflicts could result from decisions or distributions. The operating agreement contains the procedures, rules and guidelines for members of the company. The operating agreement allows members to quickly review the details of the agreement before they start performing the task.
  • LLC flexibility: LLCs with limited liability are meant to be flexible. They can be of this kind of nature since the operating agreement assists them. It is the operating agreement that grants the LLC its freedom.
  • To assist in opening business accounts: Often it is necessary for an official document of the operating agreement whenever the business owner wants to open the bank accounts. It will be difficult for the company to open a bank account if it doesn’t have an operating agreement

How to Edit Operating Agreement of LLC in Washington

Operating Agreement of LLC in Washington can be edited when all the members agree to the amendment(s). You do not need to file it with the state.

Whether you are planning to create a new LLC or are already a member, you will want to make sure that you have an operating agreement that outlines your responsibilities as a member of the LLC. The purpose of an operating agreement is to define the duties of each member of the LLC, and to provide a guide to issues that may arise in the future. These agreements are important for many reasons, not the least of which is that they keep the LLC running smoothly.

A properly written operating agreement is the foundation for a successful LLC. It will establish your business as a legitimate legal entity and protect your financial assets in the event of a dispute. An operating agreement is also a way for members to keep track of the many rules and regulations governing the LLC, allowing for a smooth transition from one member to the next.

An operating agreement will help you avoid the pitfalls that come with operating a Washington LLC. For instance, you may want to update your operating agreement before your business grows too large to continue running on its own. An operating agreement is also an important document to have in case you need to sell your interest in the LLC. This is especially true if you are planning to expand your business or invest additional capital in the future.

A good operating agreement will detail the various ways that a member can vote for or against amendments to the LLC. This will ensure that you and your fellow LLC members have a say in the future of the company. You may want to include a clause stating that you will only be able to propose changes to the operating agreement if you receive the support of your fellow members.

An operating agreement may also include information about how the LLC will be managed. This can include information about the registered agent and management functions of the LLC, as well as how members can buy or sell their interest. This is especially important if your business is growing or expanding, as you may want to consider a more formal hierarchical structure.

While an operating agreement isn’t legally required in Washington, it is recommended that you have one in place. It is also important to keep copies of your operating agreement along with other business records. This will help you to avoid a lawsuit in the event that you accidentally lose a copy.

Lastly, you may want to include a dissolution clause in your operating agreement. You should include a specific date for the dissolution of your LLC. If you decide that dissolution is the best option for your business, you should be able to spell it out for your fellow LLC members in a clear and concise manner.

An operating agreement is an important document that will guide you through the maze of Washington LLC laws and regulations. You should make sure that you include information about all of the important points, especially those relating to voting and dissolution.


Does Washington state require an operating agreement?

In order to clearly state the purpose of a business as well as its ownership interests, a written operating agreement is strongly advised in Washington state.

What if an LLC has no operating agreement?

You and other members of the LLC will be unable to reach any agreements if you do not have an operating agreement. Even worse, your LLC must follow the state’s default operating conditions.

Can I write my own operating agreement?

It is required by law in California, New York, Maine, and Missouri, but it is not in Washington state. Although it is not legally required, creating a written agreement is strongly advised. You may self-notarize and distribute the documents.

In Conclusion

The operating agreement is an important document for your Washington LLC. However, it is not mandatory to file in many states. It is strongly recommended to file the operating agreement even if it is not required in your state. Get a professional LLC service to file your operating agreement properly.

1 thought on “LLC Operating Agreement Washington State | The Complete Guide”

Leave a Comment