Washington Secretary of State Llc Operating Agreement

Washington Secretary of State LLC Operating Agreement: A Comprehensive Guide

If you are forming a limited liability company (LLC) in the state of Washington, you will need to create an operating agreement. While an operating agreement is not required by the state of Washington, it is highly recommended that you create one. An operating agreement is a legal document that outlines the ownership and management structure of your LLC, as well as the rights and responsibilities of all members.

The Washington Secretary of State provides a template for an operating agreement, which you can use as a starting point. However, it is important to remember that each LLC is unique, and your operating agreement should be tailored to the specific needs and goals of your company.

What Should Be Included in a Washington Secretary of State LLC Operating Agreement?

1. Company Information

Your operating agreement should start with basic company information, such as the name of your LLC, the purpose of your business, and the state where it is registered. This section should also include the names and addresses of all members of the LLC.

2. Ownership Structure

The next section of your operating agreement should outline the ownership structure of your LLC. This includes the percentage of ownership for each member, as well as the initial contributions that each member made to the company.

3. Management Structure

You will also need to outline the management structure of your LLC. This section should describe the roles and responsibilities of each member, as well as how decisions will be made within the company. You can choose to have a manager-managed or member-managed LLC, depending on your preference.

4. Profit and Loss Sharing

Your operating agreement should also describe how profits and losses will be allocated among members. This includes how much each member will receive in distributions, as well as how losses will be shared among members.

5. Transfer of Ownership

It is important to include a section in your operating agreement that describes how ownership interests can be transferred. This includes the procedures for buying and selling ownership interests, as well as any restrictions on the transfer of ownership.

6. Dissolution

Your operating agreement should also include a section on dissolution, which outlines the procedures for winding up the business in the event that the LLC is dissolved.

7. Amendments

Finally, your operating agreement should include a section on amendments. This outlines how the agreement can be amended over time, as the needs of the company change.


Creating an operating agreement is an essential part of forming an LLC in the state of Washington. While the Secretary of State provides a template for an operating agreement, it is important to customize your agreement to the unique needs of your business. By including detailed information on ownership structure, management, profit and loss sharing, transfer of ownership, dissolution, and amendments, you can ensure that your LLC is structured in a way that meets your specific needs and goals.

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