Washington · Operating agreement
Washington LLC operating agreement
What Washington's LLC act says about operating agreements, what applies without one, and a free template to build yours.
Build my Washington operating agreementWhat Washington’s LLC act says
Washington calls the document a limited liability company agreement. It covers the members' understanding about the company's affairs and the conduct of its business. 2
Washington defines the limited liability company agreement as one that may be oral, implied, in a record, or any mix of these, made by the member or members. 2
What Washington’s act does not let an agreement change:
- Cannot vary the company's power to sue and be sued 1
- Cannot unreasonably restrict members' right to records or information 1
- Cannot vary a court's power to decree dissolution 1
One-member company. Washington's definition of the agreement refers to the member or members, and an LLC may have one or more members, so a one-member company can have an agreement. 2
Not confirmed for Washington from an official source: whether a Washington agreement is filed with the state.
What happens with no agreement
In Washington, an LLC is member-managed unless it is manager-managed. A company is manager-managed only when its agreement vests management in one or more managers. 2
If a Washington LLC's agreement says nothing, distributions go to members in proportion to the agreed value of the contributions each made or must still make. 3
What the template covers in Washington
- Company Details. The company's name, state, effective date and principal office.
- Members & Management. Who the members are, whether there is one or several, and who runs the company.
- Capital & Distributions. What each member puts in and how profit is paid out.
- Taxes. The federal tax treatment the company reports under.
- Transfers & Buyout. What happens when a member sells, leaves or is bought out.
- Governance & Legal Terms. How votes, outside work, confidentiality and disputes are handled.
- Succession. Who takes over a single-member company if its member cannot act.
- Notarization. An optional notary acknowledgment page.
Washington’s default management and profit rules are in the sections above. In the template you pick member-managed or manager-managed, and ownership share or equal shares for profit.
You also choose single-member or multi-member. The text is built in the Document Builder, not printed here.
Where it fits when you form a Washington LLC
You form a Washington LLC by filing with Washington’s Secretary of State.
The Washington annual report is due the last day of your formation anniversary month. 4
Search the Washington business records at the Secretary of State before you file: Washington entity search.
The operating agreement for a Washington LLC is separate from the Washington formation filing.
Common questions
Is an operating agreement required for an LLC in Washington?
Washington's LLC act does not tell an LLC to adopt a limited liability company agreement. Where the agreement does not cover a matter, the chapter governs that matter instead. 1
Is there a Washington LLC operating agreement template?
Yes, free in the Document Builder. PDF and Word downloads need a free account.
Can a single-member Washington LLC have an operating agreement?
Washington's definition of the agreement refers to the member or members, and an LLC may have one or more members, so a one-member company can have an agreement. 2
Does a Washington operating agreement need to be notarized?
None of the Washington rules quoted on this page asks for a notary. The template adds an optional notary page.
Where do I keep a Washington operating agreement, and is it filed?
We could not confirm from an official Washington source whether the agreement is filed with the state. What does go to the filing office is the formation filing, made with Washington’s Secretary of State. 5
Also in Washington
Sources 5 links, checked Sep 1, 2026 to Nov 13, 2026
- Washington LLC act app.leg.wa.gov, checked Nov 13, 2026
To the extent the limited liability company agreement does not otherwise provide for a matter described in subsection (1) of this section, this chapter governs the matter.
- Washington LLC act app.leg.wa.gov, checked Nov 13, 2026
‘Member-managed’ means, with respect to a limited liability company, that the limited liability company is not manager-managed.
- Washington LLC act app.leg.wa.gov, checked Nov 13, 2026
If the limited liability company agreement does not so provide, distributions are made in proportion to the agreed value of the contributions made and any contributions required to be made, but not yet made, by each member.
- Washington annual report ccfs.sos.wa.gov, checked Sep 1, 2026
- Official state fee schedule for LLC filings sos.wa.gov, checked Oct 17, 2026
Each source shows the date it was checked. The newest check is Nov 13, 2026.
This page explains Washington’s rules. It is not legal or tax advice.
Ready to file? Start your Washington LLC.