A Washington operating agreement is the legal blueprint for your Washington State LLC. It determines the rules and structure under which your LLC will operate. The operating agreement, when signed by all members, is a legally binding contract outlining your LLC’s policies on many important issues, including voting, transferring membership interest, distributing profits and losses, and dissolution.
Since an operating agreement is an internal document, you do not need to file it with the Washington Secretary of State. However, having a strong operating agreement is essential to start your LLC off on the right foot. You can use one of our attorney-drafted templates to fill out, save, and download your operating agreement for free.
The operating agreement is the guiding document for how your Washington State LLC will manage “big-picture” situations. Your operating agreement can technically include anything not prohibited by Washington State laws. Below are some topics your operating agreement should cover:
A list of what is prohibited from Washington State operating agreements can be found in WA Rev Code § 25.15.018 (2020).
Want to focus on your business and leave the legal hullabaloo to us? Our lawyers drafted a comprehensive operating agreement you can use for free. You can even fill it out on this page, save it in a free account for later, and download a completed draft to sign.
In order to fill out our free operating agreement template, you’ll need your:
This must be your business’ legal entity name, or the name you put on your LLC Articles of Organization.
Did an LLC member contribute $500? $5k? A storefront? Put that here.
You’ll just write in 16 here since our version has a set amount of pages.
Remember, this is an internal document, so you won’t have to submit these names to the state just because they’re on here. However, you might need to add these people to your BOI Report .
Include any initial contributions, even if it’s only a small percentage.
While we recommend having a business bank account , some banks like to actually see the operating agreement before you open the account. If that’s the case, you can leave this blank for now.
This is the place your business operates from.
You can add this in later if you aren’t sure when your meeting will be held.
There’s a few different spots where you’ll need to add at least one members’ signature. These are on pages 13, 14, 15, and 16 on our template.
A Washington State LLC should have an operating agreement because a company cannot act for itself. In order to operate, LLCs require real humans (and other entities) to carry out company operations.
Washington State doesn’t require you to have a written operating agreement for your LLC. According to WA Rev Code § 25.15.006 (2020), the operating agreement may be verbal or implied. However, having a written operating agreement on file is in your company’s best interest.
Washington State doesn’t require you to list all of your members’ names on the Certificate of Formation, which is great for privacy but might make it tough to prove ownership of your Washington LLC. The operating agreement lists all members’ names and addresses, so you can use it when you need to show who owns the LLC (like when you open a company bank account).
In order to maintain limited liability, an LLC must be able to prove that it is a separate legal entity from its owners. Because your operating agreement defines the positions, rules, and processes of your LLC, it is one of your best weapons for helping to prove limited liability if your LLC ever faces a lawsuit.
Disagreements are bound to arise when sharing control of a business. The operating agreement is a great resource to consult when you run into conflict.
Without an operating agreement, your LLC will be governed by Washington State laws. These laws might not be the best fit for your LLC, so it’s essential to adopt an operating agreement that’s customized to meet your LLC’s needs.
We asked our lawyers for an example of how an operating agreement can make or break your LLC. Here’s what they said.*
“Consider the case of Pac Organic Fruit, LLC, where a member filed for bankruptcy, yet insisted they had the right to continue on as a member of the LLC despite the operating agreement stating otherwise. In this case, the member filing for bankruptcy attempted to invalidate the provisions of the operating agreement via numerous legal gymnastics. Nevertheless, because the operating agreement explicitly stated that a member who files for bankruptcy also automatically dissociates from the LLC as a a member, coupled with LLC law granting members the discretion to contract and do business on their own terms, the courts easily found in favor of the LLC and against the member who filed for bankruptcy.”
Our LLC operating agreements are written by an attorney and work for a range of situations. Find the one that best suits your LLC below.