Washington compliance for multi-member LLCs

Research steps and summary: Steps taken

Performed multiple targeted web searches (Secretary of State, Department of Revenue, Department of Labor & Industries, Employment Security Department, IRS, and recognized legal/compliance resources) to collect authoritative, state-specific compliance requirements for multi-member LLCs formed or doing business in Washington State.

Prioritized official state pages (Washington Secretary of State — Corporations & Charities division, Washington Department of Revenue / Business Licensing Service, Washington L&I, Employment Security Department) and key federal resources (IRS) and reputable compliance/legal guides for practical details.

Extracted and compiled verbatim guidance and key facts (fees, deadlines, required registrations, filings, and penalties) from these sources so the content can be used to produce a comprehensive blog/newsletter about Washington compliance for multi-member LLCs. Key findings and summary of Washington compliance requirements for multi-member LLCs (authoritative, actionable points) Formation & basic state filings - Certificate of Formation

File a Certificate of Formation with the Washington Secretary of State to create a Domestic LLC; the Secretary of State filing fee is $180 (online filing available). (SOS citations below). - Registered Agent: Washington requires every LLC to designate a Registered Agent with a Washington street address (commercial or noncommercial) when filing. (SOS citations). - Initial Report: The initial report is due within 120 days of the effective date of the Certificate of Formation (the online filing flow shows a "Defer Initial Report" checkbox and explains the 120-day initial report requirement). (SOS citations). - Annual Report / Ongoing filings: Washington LLCs must file an annual report each year by the end of the LLC’s registration anniversary month (SOS guidance). Sources and compliance guides indicate an online annual-report filing fee and note late-filing penalties and risk of administrative dissolution if required filings are not made. (SOS and Harbor Compliance citations). State business registration, UBI, and licensing - Unified Business Identifier (UBI): The Secretary of State filing will result in a UBI, which is the business identifier used by WA state agencies. Use the Business Licensing Service / Master Business Application to register tax and licensing endorsements with DOR, L&I, ESD, and local jurisdictions where required. (SOS and DOR citations). - Business License / Master Business Application: Register with the Washington Department of Revenue Business Licensing Service (Master Business Application) if conditions apply (e.g., gross income $12,000+ per year, hiring employees within 90 days, selling taxable goods/services, or doing business under a name other than the owner’s full legal name). DOR notes variable processing fees and specific fees for opening a new business or registering a trade name. (DOR citations). State taxes and excise taxes - B&O tax and other excise taxes: Washington does not have a corporate income tax but imposes Business & Occupation (B&O) tax on gross receipts and other excise taxes. Businesses that meet thresholds (e.g., sales tax collection, gross receipts) must register with the Department of Revenue. (DOR B&O citation). - Sales & use tax: Register and collect sales tax where applicable; DOR registration required if selling taxable goods or services. (DOR citation). Federal tax treatment & EIN - Federal classification: By default, an LLC with two or more members (multi-member LLC) is treated as a partnership for federal tax purposes (files Form 1065) unless it files an election to be taxed as a corporation (Form 8832) or as an S corporation (Form 2553). (IRS Form 1065 citation and secondary legal guidance citation). - EIN: A multi-member LLC must obtain a Federal Employer Identification Number (EIN) (Form SS-4) — required if the LLC has more than one member or has employees; EIN is commonly needed to open business bank accounts and file federal returns. (Harbor Compliance / IRS citations). Employer obligations (if hiring employees) - Employment Security (ESD): Employers must register with the Employment Security Department for unemployment insurance and meet quarterly reporting obligations; DOR/Business Licensing integrates ESD endorsements through the Master Business Application. (DOR and ESD links cited). - Labor & Industries (L&I): Employers must register with Washington L&I for workers’ compensation and industrial insurance coverage; L&I enforces employer responsibilities for workplace safety and workers’ compensation. (L&I citation). Local licensing and permits - City/county licenses and permits: Many cities and counties require local business licenses or permits; the Master Business Application and DOR resources explain how to find applicable local requirements. (DOR and Puget Law citations). Foreign LLCs and qualifying to do business in WA - Foreign Registration: Out-of-state LLCs (foreign LLCs) planning to transact business in Washington must file a Foreign Registration Statement with the Secretary of State (fee information and online filing available; fee similar to domestic filings). (SOS citation). Other compliance topics to address in content - Operating Agreement: Although Washington does not require a written operating agreement, strong practical guidance recommends drafting one to define member rights, voting, capital contributions, allocations, distributions, transfer restrictions, buy-sell provisions, and dissolution process. (legal guidance citation). - Beneficial Ownership / FinCEN BOI: Entities including many LLCs must report beneficial ownership information to FinCEN under the Corporate Transparency Act; initial deadlines vary based on formation date. (Harbor Compliance excerpt referencing BOI/FinCEN). - Penalties & risk: Late or missing annual reports, failure to register for required taxes/endorsements, or failure to maintain required employer coverage can trigger late fees, assessments, administrative dissolution, or enforcement actions. (SOS and DOR citations). Practical checklist (actionable items for a multi-member LLC in Washington)

Choose an available LLC name that meets WA naming rules and reserve name if desired. (SOS).

File Certificate of Formation with WA Secretary of State (pay applicable filing fee) and designate a Washington Registered Agent. (SOS).

File the Initial Report within 120 days (or include it with formation filing). (SOS).

Obtain EIN from the IRS (required for multi-member LLCs). (IRS/Harbor Compliance).

Complete the Master Business Application (Business License Application) with DOR to obtain a UBI and add state endorsements (B&O, sales tax, unemployment insurance, L&I as applicable). (DOR).

Register with ESD (unemployment) and L&I (workers’ comp) if hiring employees — set up payroll tax accounts and reporting. (ESD & L&I).

Draft and adopt an Operating Agreement that covers governance, capital, distributions, buy-sell rules, and dispute resolution. (legal guidance).

File annual report on schedule each year (by anniversary month) and maintain corporate records to avoid penalties/dissolution. (SOS).

If foreign LLC, file Foreign Registration Statement prior to transacting business in WA. (SOS).

File required federal returns (Form 1065 for partnership default) and issue K-1s to members (IRS). 11. Comply with FinCEN BOI reporting requirements when applicable. (FinCEN reference via compliance guides). Next recommended resources (official pages used) - Washington Secretary of State — LLC & filing resources (certificate of formation, online filing instructions, registered agent, initial report, annual report)

https://www.sos.wa.gov/corporations-charities/business-entities/limited-liability-company-llc-professional-llc-pllc-filing-resource-page and https://www.sos.wa.gov/corporations-charities/business-entities/online-filing-instructions/start-domestic-wa-limited-liability-company-llc-online - Washington Department of Revenue — Apply for a business license, B&O tax & registration guidance: https://dor.wa.gov/open-business/apply-business-license and https://dor.wa.gov/education/industry-guides/ - IRS — Form 1065 (partnership return) and SS-4 (EIN): https://www.irs.gov/pub/irs-pdf/f1065.pdf and IRS SS-4 guidance - Washington L&I: https://www.lni.wa.gov/ - Employment Security Department employer requirements: https://esd.wa.gov/employer-requirements (linked via DOR resources) Conclusion / readiness to produce content I have collected authoritative, state- and federal-level sources and practical guidance necessary to produce a comprehensive blog post and newsletter about “Washington compliance for multi-member LLCs.” The next step is to draft the written content (blog post, SEO meta, and newsletter copy) using the above findings and citations. Please confirm if you want the full blog draft now (with headings, compliance checklist, sample operating agreement provisions, and newsletter-ready summary), and whether to include citations inline and a downloadable checklist/links section.