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Limited Liability Company (LLC) & Professional LLC (PLLC) Filing Resource Page | WA Secretary of State
Limited Liability Company (LLC) & Professional LLC (PLLC) Filing Resource Page | WA Secretary of State
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Limited Liability Company (LLC) & Professional LLC (PLLC) Filing Resource Page
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Limited Liability Company (LLC) & Professional LLC (PLLC) Filing Resource Page
Limited Liability Company (LLC)*
is formed by one or more individuals or entities through a special written agreement. The agreement details the organization of the LLC, including provisions for management, assignability of interests, and distribution of profits or losses. Limited liability companies are permitted to engage in any lawful, for-profit business or activity other than banking or insurance. Doing business as an LLC may yield tax or financial benefits.
Professional Limited Liability Company (PLLC)*
is a Limited Liability Company that provides Professional Services. It is formed by one or more individuals or entities through a special written agreement. This business entity is governed by
RCW 25.15
with the election to have
RCW 18.100
provisions apply.
Governing Statute:
RCW
25.15
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
FAQs page
for more information.
For general filing information including help options,
please click here
to view general information at the bottom of the page.
*Filings are subject to additional fees depending on the priority requested and delivery method.
For complete list of filing fees visit our
Fee Schedule Page
Glossary of Filings & Topics
The below links cover all items on this page and presents them categorized and in alphabetical order.
Click a topic below to be brought to that section of this page or scroll down the page.
All Filings & Forms
Amended Certificate of Formation (LLC)
Amended Certificate of Formation (PLLC)
Amended Annual Report
Annual Report
Certificate of Closure (WA LLC & PLLC)
Certificate of Formation (LLC)
Certificate of Formation (PLLC)
Conversions (WA LLC)
Foreign Registration (Non-WA LLC)
Foreign Registration Amendment
Initial Report
Name Reservation
Reinstatement (WA LLC & PLLC)
Requalification (Non-WA LLC & PLLC)
Statement of Correction
Statement of Withdrawal (Non-WA LLC)
Withdrawal of Filed Record
Other Topics
General Filing & Form Information
Submitting Filings Online
Most Requested Filings
Annual Report
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.
Click here for a link to this form and instructions
Initial Report
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.
Click here for a link to this form and instructions
Amended Annual Report
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. This form can also be used by a nonprofit corporation, nonprofit miscellaneous and mutual corporation, or a limited liability
partnership to initially list the principal office and governors if needed prior to filing its first annual report. Submission of this form does not impact the business’s expiration date and cannot replace the required annual report.
Click here for a link to this form and instructions
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. You can review different business entity structures here or review the small business handbook located at
business.wa.gov
If you have questions on How to Start a Business, please click our
page dedicated to this topic
This Business Entity type can register as a Domestic and Foreign Business Entity.
Domestic LLC
Domestic Business
means your business will be a Washington business and has filed origination documents with Washington State Office of the Secretary of State.
Certificate of Formation
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.
Can you File this Online?
Online Filing Instructions
Mail-In Forms
Filing Fees
Yes
Not Available
Form
$180
Domestic PLLC
Professional Limited Liability Company (PLLC)*
is a Limited Liability Company that provides Professional Services. It is formed through a special written agreement by one or more licensed individuals or entities providing the same professional service. This business entity is governed by RCW 25.15 with the election to have RCW 18.100 provisions apply.
Certificate of Formation
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.
Can you File this Online?
Online Filing Instructions
Mail-In Forms
Filing Fees
Yes
Not Available
Form
$180
Foreign LLC
Foreign Business
means your business is governed by the law of a jurisdiction other than the state of Washington, or already registered in a different state, territory or country.
Foreign Registration
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 refers to the place where the business’s creation documents were filed.
Can you File this Online?
Online Filing Instructions
Mail-In Forms
Filing Fees
Yes
Not Available
Form
$180
Maintenance Filings
These filing types facilitate the maintenance of information for a business on record. These filings include Articles of Amendment, Name Reservations, Withdrawal of Filed Record, etc.
For Registered Agent Filings,
please click here
For our Most Requested Filings, including Annual Reports, Initial Reports and Amended Annual Reports,
please click here
Domestic LLC
Amended Certificate of Formation
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.
Can you File This Online?
Online Filing Instructions
Mail-In Forms
Filing Fees
Yes
Not Available
Form
$30
Domestic PLLC
Amended Certificate of Formation
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.
Can you File This Online?
Online Filing Instructions
Mail-In Forms
Filing Fees
Yes
Not Available
Form
$30
Foreign
LLC
Foreign Registration Amendment
A Foreign Registration Amendment is used to record changes to the business entity’s information that have also been recorded in its home jurisdiction.
Can you File This Online?
Online Filing Instructions
Mail-In Forms
Filing Fees
Yes
Not Available
Form
$30
Universal Domestic Forms
Statement of Correction
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 this office. The original filed document will not be corrected; however, the data maintained by the filing system will be corrected to reflect the changes.
Can you File This Online?
Online Filing Instructions
Mail-In Forms
Filing Fees
Yes
Not Applicable
Form
$30
Name Reservation
A Name Reservation may be used by any foreign or domestic business entity to reserve a business name prior to registering with the Secretary of State and receiving the Unified Business Identifier (UBI) Number. A Name Reservation is not able to be renewed and the intention is that the business entity will register with the Secretary of State.
A Name Reservation may be used to hold a business name for up to 180 days prior to filing documents with the Secretary of State.
*A name reservation may not be renewed.
Can you File This Online?
Online Filing Instructions
Mail-In Forms
Filing Fees
Yes
Not Applicable
Form
$30
Withdrawal of Filed Record
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.
Can you File This Online?
Online Filing Instructions
Mail-In Forms
Filing Fees
Yes
Not Applicable
Form
$10
Reactivate your Business
If your business is no longer in active status and now has the status of “administratively dissolved” or “terminated” please review the below information specific to your home jurisdiction.
Domestic LLC Reactivation
(commonly referred to as a Reinstatement)
Domestic Business Entity
must reactive (reinstate) your 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.
Reinstatement
Can you File This Online?
Online Filing Instructions
Mail-In Forms
Filing Fees
Yes
Profit Business Entity Types
If you need a paper form emailed or sent to you by mail, please email our office at
[email protected]
with the below information and the subject line: Reinstatement form request – UBI #
Business entity name and UBI number
Indicate if the Reinstatement should be delivered to you by email or mail
If mail is requested provide the mailing address
*Please note that form requests sent by mail and submissions processed by mail will be delayed due to higher-than-normal volumes.
Fees are dependent on the length of term in which the business was inactive.
Foreign LLC Reactivation
(commonly referred to as a Requalification)
Foreign Business Registrations
has an unlimited reactivation (requalification) window. A requalification is due when a foreign business entity has been terminated.
Requalification
Can you File This Online?
Online Filing Instructions
Mail-In Forms
Filing Fees
Yes
Profit Business Entity Types
If you need a paper form emailed or sent to you by mail, please email our office at
[email protected]
with the below information and the subject line:
Requalification form request – UBI #
Business entity name and UBI number
Indicate if the Requalification should be delivered to you by email or mail
If mail is requested provide the mailing address
If mail is requested provide the mailing address
*Please note that form requests sent by mail and submissions processed by mail will be delayed due to higher-than-normal volumes.
Fees are dependent on the length of term in which the business was inactive.
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, please click our
page dedicated to this topic
*Conversions
cannot
be filed online!
LLC Converting to a For-Profit Corporation
RCW 23B
Required Documents
Required Filing Fees
Examples / Forms
Drafted Articles of Conversion
(See Example)
with
Profit Articles of Incorporation
(Complete & include the Origination Form, or drafted articles are acceptable)
$190 ($10 conversion fee + $180 origination fee)
Example
Origination Form
LLC Converting to a For-Profit Professional Service Corporation
RCW 23B
Required Documents
Required Filing Fees
Examples / Forms
Drafted Articles of Conversion
(See Example)
with
Profit Professional Service Corporation Articles of Incorporation
(Complete & include the Origination Form, or drafted articles are acceptable)
$190 ($10 conversion fee + $180 origination fee)
Example
Origination Form
LLC Converting to a Social Purpose Corporation
RCW 23B.25
Required Documents
Required Filing Fees
Examples / Forms
Drafted Articles of Conversion
(See Example)
with
Articles of Incorporation for a Social Purpose Corporation
(Complete & include the Origination Form, or drafted articles are acceptable)
$190 ($10 conversion fee + $180 origination fee)
Example
Origination Form
LLC Converting to a Nonprofit Corporation
RCW 24.03A
Required Documents
Required Filing Fees
Examples / Forms
Drafted Articles of Conversion
(See Example)
with
Nonprofit Articles of Incorporation
(Complete & include the Origination Form, or drafted articles are acceptable)
Either $50 or $90, the fees are dependent on if the business provides a voluntary certification of its gross revenue being less than $500,000 in the most recent fiscal year to qualify for the reduced fee.
($10 conversion fee + $40 or $80 origination fee)
Example
Origination Form
LLC Converting to a Nonprofit Professional Service Corporation
RCW 24.03A
Required Documents
Required Filing Fees
Examples / Forms
Drafted Articles of Conversion
(See Example)
with
Nonprofit Professional Service Corporation Articles of Incorporation
(Complete & include the Origination Form, or drafted articles are acceptable)
Either $50 or $90, the fees are dependent on if the business provides a voluntary certification of its gross revenue being less than $500,000 in the most recent fiscal year to qualify for the reduced fee.
($10 conversion fee + $40 or $80 origination fee)
Example
Origination Form
LLC Converting to a
Limited Partnership or Limited Liability Limited Partnership (LP or LLLP)
RCW
25.10
Required Documents
Required Filing Fees
Examples / Forms
Drafted Articles of Conversion
(See Example)
with
Certificate of a Limited Partnership
(Complete & include the Origination Form, or drafted articles are acceptable)
$190 ($10 conversion fee + $180 origination fee)
Example
Origination Form
LLC Converting
to a Limited Liability Partnership (LLP)
RCW
25.05
Required Documents
Required Filing Fees
Examples / Forms
Drafted Articles of Conversion
(See Example)
with
Certificate of a Limited Liability Partnership
(Complete & include the Origination Form, or drafted articles are acceptable)
$190 ($10 conversion fee + $180 origination fee)
Example
Origination Form
Closing your Business
The following information is for the purposes of voluntary act by the governing persons to dissolve a Limited Liability Company.
Domestic LLC
Certificate of Dissolution
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.
Can you File This Online?
Online Filing Instructions
Mail-In Form
Filing Fees
Yes
Not Available
Form
$0
Foreign LLC
Statement of Withdrawal
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.
Can you File This Online?
Online Filing Instructions
Mail-In Form
Filing Fees
Yes
Not Available
Form
$0
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.
Per WAC 434-112-085(7) the Annual Report fee for Profit Business Entity types has increased to $70.
See
WAC 434-112-080
and
434-112-085
for more 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:
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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.
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This section is used to upload additional documents if needed. The Office does not record meeting minutes,
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, 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 our In-Person Services
Customers must arrive no later than 30 minutes prior to 4 p.m. to receive same day service.
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.
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