Fees
Washington LLC formation costs
$200 Certificate of Formation + $60/yr annual report fee = ~$260 first-year cost (before registered agent service) — no state income tax, but Washington's B&O gross-receipts tax applies to most Seattle LLC revenue
| Fee | Amount | Notes |
|---|---|---|
| Certificate of Formation filing fee | $200 | One-time Washington Secretary of State filing fee for online submissions. Higher than most states in the coverage set: Delaware ($90), Wyoming ($100), Colorado ($50), Virginia ($100), Nevada ($75). Comparable to Florida ($125) and Texas ($300). |
| Annual Report fee | $60/year | Due each year on the LLC's anniversary date. Online filing fee. Late filing results in administrative penalty and eventual dissolution. Among the mid-tier annual obligations: higher than Wyoming ($60/yr same), Colorado ($10/yr), Virginia ($50/yr), lower than Nevada ($550/yr) and Delaware ($300/yr). |
| Business & Occupation (B&O) tax | 0.471%–1.5% of gross receipts annually | NOT a filing fee — Washington's gross-receipts tax on all WA-nexus business revenue. Services/professional services rate: 1.5%. Retailing: 0.471%. Manufacturing/wholesale: 0.484%. Small Business B&O tax credit available for businesses with annual taxable revenue under $125,000 (no B&O owed). Paid to Washington Department of Revenue on a monthly, quarterly, or annual basis depending on taxable revenue. This is the primary tax differentiator that makes Washington more expensive in practice than other no-income-tax states. |
| Name reservation (optional) | $30 | Reserves the LLC name for 180 days via the Washington Secretary of State. Optional — most filers proceed directly to filing the Certificate of Formation. |
| Registered agent service (if not self-serving) | $50–$150/year | Required for out-of-state owners who cannot maintain a Washington physical address for service of process. Washington residents may self-serve as RA. |
| EIN application | Free | IRS Form SS-4 — free online at irs.gov/ein. No state fee. |
Affiliate slot
Form your LLC with a service
LLC formation services — Bizee primary placement.
Requirements
What you need to know before filing
- Name must contain 'LLC', 'L.L.C.', 'Limited Liability Company', 'Limited Liability Co.', 'LC', or 'L.C.' — Washington accepts standard designators.
- A registered agent with a Washington physical street address (no PO boxes) must be maintained at all times. Washington residents may self-serve as RA; out-of-state owners typically use a commercial RA service.
- Certificate of Formation is filed with the Washington Secretary of State. Online filing is available at sos.wa.gov. Member names are not required on the public Certificate of Formation.
- An Operating Agreement is not filed with the state but governs internal LLC operations; Washington LLC Act (RCW 25.15 et seq.) provides default rules.
- Washington LLCs must file an Annual Report each year. The fee is $60 for online filing. Due on the LLC's anniversary date. Late filing results in an administrative penalty; continued non-compliance leads to administrative dissolution.
- An EIN from the IRS is required to open a business bank account and for federal tax filing.
- Washington has NO state personal income tax and no corporate income tax — LLC pass-through income is not subject to Washington state income tax.
- CRITICAL: Washington's Business & Occupation (B&O) tax applies to gross receipts of Washington-nexus LLCs. The rate varies by activity classification: services/professional services 1.5%; retailing 0.471%; manufacturing and wholesale 0.484%. The B&O tax applies even when the LLC is not profitable — it is a gross-receipts tax, not an income tax.
Documents
What you'll need to file
- Certificate of Formation — filed with the Washington Secretary of State. Requires LLC name (with valid designator), registered agent name and WA street address, principal office address, and organizer signature. Online filing at sos.wa.gov.
- Registered agent consent — RA must accept appointment and maintain a physical Washington street address.
- Operating Agreement — not filed with the state but governs member rights, profit allocation, management structure, and dissolution.
- IRS SS-4 (EIN Application) — completed online at irs.gov/ein after the Certificate is filed.
- Washington Department of Revenue registration — required if the LLC has Washington-nexus revenue subject to B&O tax. Register at dor.wa.gov.
- Annual Report — filed each year on the LLC's anniversary date. Fee: $60.
- Business bank account documentation — EIN letter, Certificate of Formation, and Operating Agreement.
Registered agent
Who receives legal mail for your LLC
Required in every state. Florida requires a physical FL street address.
- Required?
- Yes
- Who can serve
- Washington resident individual with a physical WA street address, or a business entity authorized to act as registered agent in Washington (no PO boxes)
- Can I serve myself?
- Yes
- Commercial RA cost
- ~$75/yr
Washington does not require member names on the Certificate of Formation. Using a commercial RA service keeps the RA's address as the only public address on the filing. Washington does not have Wyoming's or Nevada's explicit statutory anonymity framework.
Affiliate slot
Need a registered agent?
Commercial RA service — Northwest Registered Agent placement.
Process
How to form a LLC in Washington
Sequential — each step gates the next.
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Check name availability with the Washington Secretary of State Search the Washington SOS entity database at sos.wa.gov to confirm your desired LLC name is available. The name must include a valid designator (LLC, L.L.C., Limited Liability Company, etc.) and must not be deceptively similar to an existing Washington entity. Optional: reserve the name for 180 days ($30) while you prepare documents.
-
Appoint a Washington registered agent Designate a registered agent with a physical Washington street address (no PO boxes). Washington residents may self-serve as RA. Seattle tech and SaaS founders who have a physical office in Washington may use the office address; out-of-state owners use a commercial RA service ($50–$150/yr).
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File the Certificate of Formation File online at sos.wa.gov. The Certificate requires the LLC name, registered agent information, principal office address, and organizer signature. Pay the $200 filing fee. Standard processing is typically 2–5 business days.
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Draft an Operating Agreement Washington's LLC Act (RCW 25.15) provides default rules but an Operating Agreement is especially important for Seattle tech and SaaS LLCs: define equity splits, vesting schedules, management authority, IP assignment, and B&O-tax allocation responsibilities among members.
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Obtain an EIN from the IRS After the Certificate of Formation is approved, apply for an EIN at irs.gov/ein. Required for bank account opening and federal tax filing. The online application is immediate.
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Register with the Washington Department of Revenue for B&O tax Most Washington-nexus LLCs must register with the WA Department of Revenue at dor.wa.gov to report and pay B&O tax. The B&O tax applies to gross receipts from Washington business activity. Register online — free to register. B&O filing frequency (monthly, quarterly, annual) is determined by taxable revenue level. LLCs with annual taxable revenue under $125,000 may qualify for the Small Business B&O Tax Credit and owe no B&O.
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Obtain local business licenses if required Seattle-based LLCs typically need a Seattle Business License from the Seattle Office of Finance and Administrative Services. Many Washington cities have local B&O taxes in addition to the state B&O — Seattle has a separate city B&O tax for high-revenue businesses. Check with the City of Seattle at seattle.gov/license.
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File the Annual Report on the anniversary date each year Washington LLCs must file an Annual Report and pay the $60 fee each year on the LLC's anniversary date. File online at sos.wa.gov. Late filing results in administrative penalty; continued non-compliance results in administrative dissolution.
Annual obligations
What your LLC owes every year
Year-2+ costs most formation guides omit.
| Obligation | Due date | Fee | Consequence if missed |
|---|---|---|---|
| Washington Annual Report | Anniversary date of LLC formation each year | $60.00 | Administrative penalty for late filing; continued non-compliance results in administrative dissolution. |
| Washington B&O Tax (gross receipts) | Monthly, quarterly, or annually depending on taxable revenue level | $0.00 | DOR assessments, penalties, and interest for non-filing or underpayment. Small Business B&O Tax Credit eliminates obligation for LLCs with annual taxable revenue under $125,000. |
Provenance
Statute basis & official sources
Last verified 2026-05-06.
Washington Limited Liability Company Act, RCW 25.15 et seq.; Washington B&O tax: RCW 82.04; Washington annual report requirement: RCW 23.95.255; IRS guidance on single-member LLC disregarded entity treatment.
Direct filing portal: https://ccfs.sos.wa.gov/
If you skip the LLC
- Operating as a sole proprietor with no LLC means unlimited personal liability — a business debt or lawsuit can reach your personal assets.
- Without an LLC, Seattle tech and SaaS founders lose credibility with enterprise clients, investors, and potential co-founders who expect a formal entity before signing agreements.
- Sole proprietors cannot elect S-corp tax treatment (available to LLCs) once revenue justifies it, forfeiting potential self-employment tax savings.
- Banks, payment processors, AWS/Azure enterprise agreements, and commercial landlords require an EIN and formal business entity.
- Failure to register with the Washington Department of Revenue and pay B&O tax can result in assessments, penalties, and interest from the DOR — the B&O obligation exists regardless of LLC formation status for Washington-nexus revenue.
Formation context
Who should form in Washington?
- Recommended for
- Seattle tech and SaaS LLCs with actual Washington operations who want to avoid foreign qualification costs; Founders building Washington-nexus businesses who accept the B&O gross-receipts tax as part of operating in a no-income-tax state; Software and professional services firms below the $125,000 B&O small business credit threshold who effectively pay no state business tax; Washington-resident founders who want their formation state to match their physical operating state
- Tax treatment (default)
- Pass-through by default at the federal level: single-member LLCs are disregarded entities (Schedule C); multi-member LLCs are partnerships (Form 1065). Washington has no state income tax. However, Washington's B&O gross-receipts tax applies to Washington-nexus revenue at rates of 0.471%–1.5% depending on business activity classification. The B&O is paid to the Washington Department of Revenue, not the Secretary of State. The $60/yr Annual Report fee is a separate administrative filing fee.
Washington is primarily used as a formation state by businesses that actually operate in Washington. Formation-only LLCs (formed in DE, WY, or NV) that have physical Washington presence must foreign-qualify and pay the $60/yr Annual Report in addition to the formation state's fees — and the B&O tax obligation applies to Washington-nexus revenue regardless of formation state. For Washington-nexus businesses, forming in Washington and registering for B&O directly is simpler and cheaper than dual-state formation.
No publication requirement in Washington — unlike New York or Nebraska, you do not need to publish notice in a newspaper after filing.
FAQ
Common Washington (Seattle) LLC formation questions
Does Washington have a state income tax for LLCs?
No. Washington has no state personal income tax and no corporate income tax. LLC pass-through income is not subject to Washington state income tax. However, Washington's Business & Occupation (B&O) tax applies to gross receipts of Washington-nexus LLCs regardless of profitability. The B&O is a gross-receipts tax, not an income tax — it applies even when the LLC has no net profit. For most Seattle tech and SaaS LLCs, the B&O at the services rate (1.5% of gross receipts) is the primary Washington state tax obligation.
What is Washington's B&O tax, and how much will my LLC owe?
The Business & Occupation (B&O) tax is Washington's primary business tax — it applies to gross receipts from Washington-nexus business activity. Key rates: services/professional services 1.5%; retailing 0.471%; manufacturing and wholesale 0.484%. Example: a Seattle SaaS LLC with $500,000 in annual revenue owes $7,500/yr in state B&O (at 1.5%). The Small Business B&O Tax Credit eliminates B&O for most LLCs with annual taxable revenue under $125,000. Seattle also has a separate city B&O tax for higher-revenue businesses. Unlike states with no income tax (WY, NV, TX, FL) that truly have no revenue-based obligation, Washington's B&O is a meaningful ongoing cost for most active Seattle businesses.
How does Washington's 'no income tax' compare to Wyoming or Nevada?
Washington, Wyoming, Nevada, Texas, and Florida all have no state personal income tax. However: Wyoming and Nevada impose no gross-receipts tax — WY charges only $60/yr minimum and NV $550/yr in flat administrative fees. Washington's B&O tax at 1.5% (services rate) applies to every dollar of gross revenue from Washington-nexus activity. For a profitable $1M revenue LLC: WY owes $60 state fees; WA owes $15,000 in state B&O alone. Washington is only comparable to WY/NV/TX/FL on income-tax savings — the B&O makes Washington materially more expensive for active operating businesses with significant Washington nexus.
Is Washington state a good formation state for SaaS companies?
For Seattle-based SaaS companies with actual Washington operations, yes — forming in Washington avoids foreign qualification costs and the LLC statute (RCW 25.15) is modern and flexible. The $200 formation fee and $60/yr annual report are reasonable for a business that physically operates in Seattle. However, founders should model their B&O tax obligation from day one: a $250,000 ARR SaaS at 1.5% owes $3,750/yr in B&O. Washington is not a pure no-tax state like Wyoming — the no-income-tax benefit is offset by the gross-receipts B&O for businesses above the $125,000 small business credit threshold.
What is the Washington Annual Report fee, and when is it due?
Washington's Annual Report fee for LLCs is $60 for online filing. It is due each year on the LLC's anniversary date (the date the Certificate of Formation was approved). For example, an LLC formed on July 15 files an Annual Report each year by July 15. Late filing results in administrative penalties and eventual administrative dissolution if not resolved. File online at sos.wa.gov.
Can I form an anonymous LLC in Washington?
Washington does not require member names on the Certificate of Formation — only the registered agent's address and the organizer signature appear on the public filing. Washington does not have a statutory anonymous-LLC framework comparable to Wyoming or Nevada. For maximum anonymity and asset-protection, Wyoming remains the preferred choice. Washington formation is recommended for businesses that actually operate in the state and need the formation state to match their nexus state.
Does Washington require a registered agent?
Yes. All Washington LLCs must maintain a registered agent with a physical Washington street address (no PO boxes). Washington residents may self-serve as RA. Out-of-state owners and founders who don't have a personal Washington address use a commercial RA service ($50–$150/yr). The RA's address is the address where official state mail and service of process is received.
How do I dissolve a Washington LLC?
To dissolve a Washington LLC, file a Certificate of Dissolution with the Washington Secretary of State. Before filing, obtain tax clearance from the Washington Department of Revenue (confirm all B&O taxes are paid and returns are filed). Wind up the LLC's business: pay debts, distribute remaining assets. All outstanding Annual Report fees must be cleared. If the LLC has employees, file final payroll returns. File the Certificate of Dissolution online at sos.wa.gov after tax clearance is obtained.
Not sure yet?
Should I form an LLC?
Still deciding between an LLC, sole proprietorship, S-Corp, or C-Corp? Our entity-type comparison breaks down formation cost, tax treatment, liability shield, and compliance complexity for all four structures side by side.
LLC vs S-Corp vs Sole Prop vs C-Corp — compare all four →Is a DBA enough?
DBA vs LLC — do you actually need a full LLC?
Already operating as a sole proprietor, or wondering whether a cheap county DBA filing ($10–$100) is enough instead of forming an LLC? A DBA lets you operate under a trade name — but provides zero liability protection. Our DBA vs LLC comparison breaks down exactly when a DBA is sufficient and when you need a state LLC filing.
DBA vs LLC — cost, liability shield & when to upgrade →After you file
Next steps after forming your LLC
Your Articles of Organization are filed — now make your LLC operational. Three actions every new LLC owner needs to take:
§ A Building permits in Washington / Seattle
§ B Other states & comparisons
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- NV vs. DE LLC Formation — Compare privacy, costs & charging-order protection→
- FL vs. DE LLC Formation — Compare costs, fees & requirements→
- TX vs. DE LLC Formation — Compare costs, fees & requirements→
- LLC vs S-Corp vs Sole Proprietorship — Which entity type is right for you?→
- Best Registered Agent Services — Compare Northwest, ZenBusiness, LegalZoom & Bizee→
- All states — LLC formation guides→
§ C Companion tools
Disclaimer: Informational only — not legal advice. LLC laws change; verify with a Washington business attorney or CPA before filing.