Articles of Organization

In any Washington LLC formation process, articles of organization must be signed by one or more persons and delivered to the Secretary of State. Washington state law requires that certain information be included in the articles of organization during the process of Washington LLC formation. This information must include:

  • The company name
  • The address of the registered office and the name and address of the registered agent
  • The address of the principal place of business of the limited liability company;
  • The period of the LLC’s duration (this may be perpetual or for a set amount of time)
  • A statement as to whether the LLC is to be managed by managers
  • The name and address of each person executing the certificate of formation
  • Any other matter the members deem to include

Filing

Your LLC is considered organized once the original articles of organization and one duplicate or conformed copy is delivered to the Secretary of State. A filed document must include a signature by a member, manager, organizer or fiduciary (if the LLC is the hands of a receiver, trustee or other court-appointed fiduciary) and indicate the name and the title (capacity) of the person signing the document.

Additionally, Washington LLC formation generally requires inclusion and/or consideration of the following:

Operating agreement

Although not required, LLC member may adopt an operating agreement to regulate the internal affairs of the company, which may be amended or repealed as allowed by the agreement or applicable law.

Membership

A limited liability company must have one or more members. Requirements:

  • Minimum Number of Members: One or more
  • Eligibility Requirements:
  • Procedure for Membership: The member may acquire an interest in the LLC upon the later to occur of
    • The formation of the LLC or
    • The time provided in the operating agreement, or if one does not exist, then admission is reflected in the records of the LLC
  • After the formation of the LLC, a person may acquire an interest in the LLC
    • Directly from the LLC, in compliance with an operating agreement, upon the consent of all members, or as reflected in the record
  • An assignee, after the formation of the LLC, may acquire an interest in the LLC
    • At a time provided in the LLC operating agreement or
    • When reflected in the records of the LLC

Resignation of Membership

Certain prohibitions exist surrounding the ability of a member to resign from the company.

  • A member may not resign from a LLC unless the operating agreement provides a specific time or if no time is provided, then the member may not resign without the written consent of all other members at the time of dissolution and wind up

Contribution

The contribution of a member to a limited liability company may be made in cash, property or services rendered, or a promissory note or other obligation to contribute cash or property or to perform services.