A Washington LLC operating agreement is the internal contract that governs how a limited liability company runs. Washington uniquely lets it be oral, implied, or written under RCW 25.15.006(8). Without one, default rules in RCW 25.15 take over, and they rarely match what most owners actually want.
Choose the version that matches your Washington LLC structure.
Does a Washington LLC Need an Operating Agreement?
A separate written agreement is not a statutory condition of forming the LLC. Washington’s statute expressly contemplates situations where a limited liability company agreement “does not exist,” and its definition allows the agreement to be oral, implied, in a record, or a combination of those forms. Washington Secretary of State guidance nevertheless tells LLCs to create an operating agreement as their internal governance document.
What the state actually files is the Certificate of Formation. The operating agreement stays with the business and is not recorded by the Secretary of State. The current state filing fee for a domestic LLC Certificate of Formation is $180, with an additional processing fee for online filing. See the Washington Secretary of State’s domestic LLC filing instructions.
Chapter 25.15 contains no requirement that the LLC agreement be notarized, and the statutory definition does not require a particular signing form.
What Washington Law Calls an LLC Agreement
“Limited liability company agreement” means the agreement, including the agreement as amended or restated, whether oral, implied, in a record, or in any combination, of the member or members of a limited liability company concerning the affairs of the limited liability company and the conduct of its business.
Washington uses the statutory term “limited liability company agreement.” The definition is intentionally broad: the agreement can take several forms and covers the LLC’s affairs and the conduct of its business.
Washington does not limit the agreement to a traditional signed document. An oral understanding, implied agreement, written record, or a combination of those forms can qualify under the statute.
RCW 25.15.018(1)–(2) gives the LLC agreement priority for relationships among members, between members and the company, and for the statutory rights and duties of managers. Chapter 25.15 supplies the rule when the agreement does not address the matter.
The agreement cannot override everything. RCW 25.15.018(3) preserves a number of mandatory rules, including requirements concerning company records and information and a manager’s statutory power to resign.
Washington LLC Default Rules Worth Replacing in Writing
Washington’s defaults are especially important where ownership percentages and decision-making power are not meant to be the same thing. For the state’s detailed approval rules, see Washington’s member voting statute, RCW 25.15.121.
The LLC is member-managed unless its agreement places management in one or more managers. In a member-managed LLC, each member can bind the company in ordinary-course matters.
§§ 25.15.006, 25.15.151Differences over ordinary-course business in a member-managed LLC are decided by a majority of the members. The default is based on members, not how much each person invested.
§ 25.15.151Without a different agreement rule, all members must approve matters such as amending the LLC agreement, admitting a new member, dissolving the LLC, or selling substantially all company property outside the ordinary course.
§ 25.15.121If the agreement does not provide a distribution formula, distributions follow the agreed value of each member’s contributed and promised contributions. They are not automatically divided equally.
§ 25.15.206A member may withdraw at any time, but withdrawal alone gives that person no right to be paid by the LLC. The former member generally keeps the economic interest only as a transferee.
§ 25.15.131In a manager-managed LLC, a majority of the members appoints, removes, or replaces managers by default. A manager may be a nonmember and does not have to be an individual.
§ 25.15.154This combination makes the written agreement particularly useful in Washington. A 70 percent investor, for example, does not automatically receive 70 percent of the voting power simply because of the investment percentage, and a departing member does not automatically trigger a statutory buyout.
