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Washington, United States

Washington LLC Operating Agreement

Set out who owns your Washington LLC, who manages it, and how profits are split — and download a print-ready PDF. Single-member or multi-member. Free, no signup. The preview updates as you type.

Reflects current Washington rules · 2026Official source linkedFree PDF · no signup · nothing uploaded

Maintained by the SealForms editorial team · Every state-specific figure on this page is cited to its statute or official agency page · Dataset last verified 2026 · Not legal advice.

Washington LLC act rules · as of 2026

Required by law?
No — but strongly recommended
Recognized form
"the agreement, including the agreement as amended or restated, whether oral, implied, in a record, or in any combination, of the member or members ... concerning the affairs of the limited liability company and the conduct of its business" (RCW 25.15.006(8))
Governing act
Washington Limited Liability Company Act (RCW Chapter 25.15; short title, RCW 25.15.904)

Without an agreement: If the LLC agreement does not provide otherwise, "distributions are made in proportion to the agreed value of the contributions made and any contributions required to be made" — RCW 25.15.206. Source: RCW 25.15.006(8); RCW 25.15.018 · verify ↗.

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Operating Agreement

of __________ · State of Washington

This Operating Agreement (the "Agreement") is made effective __________ by the member(s) of __________ (the "Company"), a limited liability company organized under the Washington Limited Liability Company Act (RCW Chapter 25.15; short title, RCW 25.15.904), with its principal office at __________ .

1. Formation & purpose. The Company was formed under Washington law by filing its formation document with the state. Its purpose is: __________ , and any other lawful activity under the Washington Limited Liability Company Act (RCW Chapter 25.15; short title, RCW 25.15.904).

2. Members & ownership. The membership interests are: __________ — ____%; __________ — ____%. For a single-member company, the sole member holds 100% and the second line is left blank.

3. Management. The Company is __________ . If manager-managed, the manager is __________ , who may bind the Company in the ordinary course of business; major decisions (admitting members, selling substantially all assets, dissolution, amending this Agreement) require the consent of members holding a majority of the membership interests.

4. Capital contributions. The members have contributed: __________ . No member is required to make additional contributions without their written consent.

5. Allocations & distributions. Profits and losses are allocated, and distributions made, in proportion to the ownership percentages in Section 2, at the times the members (or manager) determine, subject to the Washington Limited Liability Company Act (RCW Chapter 25.15; short title, RCW 25.15.904)'s limits on distributions.

6. Records, amendment & law. The Company keeps its records at the principal office; each member may inspect them. This Agreement may be amended only in writing signed by all members. It is governed byWashington law and is binding on the members, their successors, and assigns.

Member 1 signature / date
Member 2 signature / date

Generated with SealFormsReflects Washington law · verified 2026

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    Why your Washington LLC needs this — even single-member

    • It overrides the default rules. Without an agreement, the Washington Limited Liability Company Act (RCW Chapter 25.15; short title, RCW 25.15.904) decides how profits are split and who can act for the company — not you.
    • It protects limited liability. A written agreement is core evidence that the LLC is a real, separate entity.
    • Banks and lenders ask for it. Opening a business account or getting a loan routinely requires it.

    Washington law

    No — Washington does not require an operating agreement (as of 2026): Not required. Washington calls it a "limited liability company agreement" (RCW 25.15.006(8)). RCW 25.15.018: the agreement governs relations among members and the company, and to the extent it "does not otherwise provide ... this chapter governs.". But without one, the default rules of the Washington Limited Liability Company Act (RCW Chapter 25.15; short title, RCW 25.15.904) decide ownership, management, and profit questions for you — which is why one is strongly recommended even for single-member LLCs. Source: RCW 25.15.006(8); RCW 25.15.018. Check the current Washington LLC rules before relying on any default.

    Frequently asked questions

    Is an operating agreement required in Washington?

    No — Washington does not require an operating agreement (as of 2026): Not required. Washington calls it a "limited liability company agreement" (RCW 25.15.006(8)). RCW 25.15.018: the agreement governs relations among members and the company, and to the extent it "does not otherwise provide ... this chapter governs.". But without one, the default rules of the Washington Limited Liability Company Act (RCW Chapter 25.15; short title, RCW 25.15.904) decide ownership, management, and profit questions for you — which is why one is strongly recommended even for single-member LLCs. Source: RCW 25.15.006(8); RCW 25.15.018.

    Does a single-member LLC need an operating agreement?

    It is not usually legally required, but yes in practice: a written agreement helps prove the LLC is a separate entity (protecting limited liability), is routinely requested by banks and lenders, and controls what happens if you bring in a partner or pass the business on. For a single member, it is a short document — this template works for that case.

    Does the operating agreement get filed with the state?

    No. Unlike the formation certificate (articles of organization), the operating agreement is an internal document — you sign it, keep it with your records, and give each member a copy. Banks, lenders, and courts may ask to see it, but no Washington agency records it.

    Can the agreement be oral in Washington?

    Washington's statute recognizes: "the agreement, including the agreement as amended or restated, whether oral, implied, in a record, or in any combination, of the member or members ... concerning the affairs of the limited liability company and the conduct of its business" (RCW 25.15.006(8)) (RCW 25.15.006(8); RCW 25.15.018). Even where oral or implied agreements count, put yours in writing — proving an oral term in a dispute between members is exactly the fight the document exists to prevent.

    How does Washington compare? See which states actually require an operating agreement, every claim cited to the state LLC act.

    How Washington compares

    Computed from our 51-jurisdiction dataset (as of 2026). Source for Washington: RCW 25.15.006(8); RCW 25.15.018 ↗.

    • Washington is one of 47 of 51 jurisdictions that leave the operating agreement optional (statutory default rules apply without one) (4 require an LLC to have an operating agreement).

    LLC operating agreement in other states

    More Washington legal forms

    Different state? See LLC operating agreements by state →