Is an operating agreement required for Washington LLCs?

This page has not confirmed whether Washington law requires an LLC to have an operating agreement, so it does not answer yes or no. A written agreement signed by every member is worth having either way. It records who owns what share of the LLC, who makes decisions, and how profits are divided. To learn what Washington requires, check the website of the state agency that registers LLCs in Washington, or ask a business attorney licensed in Washington.

Can I write my own Washington LLC operating agreement?

Yes, you can write your own Washington LLC operating agreement. It should cover each member's ownership share, voting rights, how profits are divided and how the LLC is closed down, because the default rules in Washington's LLC law can apply where the agreement is silent. Read the guidance for LLCs on the website of the state agency that registers them in Washington, and consider having a business attorney licensed in Washington review your draft before the members sign it.

Does a Washington LLC operating agreement need to be notarized?

This page has not confirmed whether Washington law asks for an operating agreement to be notarized. Have every member sign and date it and keep it with the LLC's records. A bank or lender may ask for notarized signatures, so ask before you sign.

What happens if my Washington LLC doesn't have an operating agreement?

Without an operating agreement, members have no written terms to settle a disagreement. Where the members have no agreement on a point, the default rules in Washington's LLC law can apply instead. Read the guidance for LLCs on the website of the state agency that registers them in Washington before you draft the agreement.

Can I amend my Washington LLC operating agreement after it's created?

Yes. An operating agreement can be changed by following the amendment procedure it sets out, such as a vote or the written consent of the members it names. If the agreement says nothing about amendments, the default rules in Washington's LLC law can apply, so check them, or ask a Washington business attorney, before you change a term. Put each amendment in writing, have the members sign it, and keep it with the agreement. To amend the LLC's Certificate of Formation on file with the state, Washington uses a separate filing, the Amended Certificate of Formation.

Washington LLC Operating Agreement: What to Include

What to put in an operating agreement for your Washington LLC, and how single-member and multi-member agreements differ.

By Edmond Hui · Last updated: October 2026

Affiliate disclosure: We may earn a commission at no extra cost to you.

Form your LLC with Northwest ($39 + state fee)Includes a year of registered agent service. After year one, registered agent service is $125/yr. That enrolls you by default in annual report filing at $100 plus state fees, charged automatically to your saved payment method and cancellable any time.

Not sure which service is right? Compare formation services →

Key sections of a Washington LLC operating agreement, listing the 7 provisions the document should cover. — What a Washington operating agreement should contain, section by section. Source: Washington Secretary of State.

What to Include in Your Operating Agreement

Ownership & membership

Define each member's ownership percentage, capital contributions, and membership interests. This section establishes who owns what portion of your Washington LLC.

Management structure

Specify whether your LLC is member-managed or manager-managed and outline day-to-day operational responsibilities. This determines who has authority to make business decisions.

Voting rights

Establish voting procedures, quorum requirements, and decision-making processes for major business matters. Clear voting rules prevent disputes and ensure smooth operations.

Profit/loss allocation

Detail how profits and losses will be distributed among members and specify distribution timing and methods. This section matters for tax reporting and member expectations.

Member duties

Outline each member's roles, responsibilities, and obligations to the LLC. This includes fiduciary duties, non-compete clauses, and confidentiality requirements.

Dissolution process

Define the circumstances that trigger LLC dissolution and the process for winding up business affairs. This protects all parties if the business needs to close.

Amendment procedures

Establish how the operating agreement can be modified, including required member approval percentages. This ensures changes are made fairly and with proper consent.

Read this guide for another state:

Frequently Asked Questions

: This page has not confirmed whether Washington law requires an LLC to have an operating agreement, so it does not answer yes or no. A written agreement signed by every member is worth having either way. It records who owns what share of the LLC, who makes decisions, and how profits are divided. To learn what Washington requires, check the website of the state agency that registers LLCs in Washington, or ask a business attorney licensed in Washington.
: Yes, you can write your own Washington LLC operating agreement. It should cover each member's ownership share, voting rights, how profits are divided and how the LLC is closed down, because the default rules in Washington's LLC law can apply where the agreement is silent. Read the guidance for LLCs on the website of the state agency that registers them in Washington, and consider having a business attorney licensed in Washington review your draft before the members sign it.
: This page has not confirmed whether Washington law asks for an operating agreement to be notarized. Have every member sign and date it and keep it with the LLC's records. A bank or lender may ask for notarized signatures, so ask before you sign.
: Without an operating agreement, members have no written terms to settle a disagreement. Where the members have no agreement on a point, the default rules in Washington's LLC law can apply instead. Read the guidance for LLCs on the website of the state agency that registers them in Washington before you draft the agreement.
: Yes. An operating agreement can be changed by following the amendment procedure it sets out, such as a vote or the written consent of the members it names. If the agreement says nothing about amendments, the default rules in Washington's LLC law can apply, so check them, or ask a Washington business attorney, before you change a term. Put each amendment in writing, have the members sign it, and keep it with the agreement. To amend the LLC's Certificate of Formation on file with the state, Washington uses a separate filing, the Amended Certificate of Formation.

Sources

3 documents

Each entry below is a document recorded in our verified Washington sources, and each entry says what the document is. Some statutory text is read from an accurate mirror rather than from the state's own host, and those say so.

app.leg.wa.gov/RCW/default.aspx?cite=25.15Washington statute: RCW 25.15 (Washington Limited Liability Company Act)
app.leg.wa.gov/RCW/default.aspx?cite=25.15.206Washington statute: RCW 25.15.206 (allocation of distributions)
sos.wa.gov/corporations-charities/business-entities/limited-liability-company-llc-professional-llc-pllc-filing-resource-pageWashington Secretary of State: business entity filings

More for Washington LLCs

Start and set up

Taxes, money and growth

Stay compliant

Operate in other states

Compare structures

By owner type

Forming an LLC in Washington?

See how Northwest Registered Agent, Bizee, ZenBusiness and LegalZoom, the formation services we partner with, compare on 3-year cost, BBB rating and Trustpilot score before you choose.

Compare Services →

Ready to Form Your Washington LLC?

Affiliate disclosure: We may earn a commission at no extra cost to you.

Not sure which service is right? Compare formation services →

Edmond Hui · Founder, MyStateLLC

Edmond Hui is a software engineer and serial entrepreneur based in New York who has founded multiple online businesses across e-commerce, media, and information publishing. Before transitioning into tech, he spent years as a commercial real estate professional closing deals totaling over 100,000 square feet, giving him firsthand experience with business formation and entity structuring. He built MyStateLLC to provide the free, state-specific LLC guidance he wished existed when forming his own companies.

How we check facts

What to Include in Your Operating Agreement

Ownership & membership

Management structure

Voting rights

Profit/loss allocation

Member duties

Dissolution process

Amendment procedures

Frequently Asked Questions

Sources

More for Washington LLCs

Start and set up

Taxes, money and growth

Stay compliant

Operate in other states

Compare structures

By owner type

By profession

Ready to Form Your Washington LLC?

More Washington LLC Guides

Related guides