Washington LLC Operating Agreement: Free Templates

Why You Need One (Even Though Washington Doesn't Ask)

The agreement governs internal terms within statutory limits. RCW 25.15.018 lets the agreement govern member relations and manager rights and duties, while preserving specified duty/liability, records, distribution, court-dissolution, winding-up and third-party protections. The statute governs unaddressed matters.

Bank documents: ask the institution what ownership and authority records it needs; it may request a written operating agreement.
Written terms document governance and decisions. They do not guarantee liability protection or make an operating agreement a statutory prerequisite to charging-order protection.
It settles the hard questions early: profit splits, buyouts, a member's death or exit — answered while everyone still agrees.
It can document B&O tax classification decisions: if your LLC engages in multiple business activities with different B&O tax rates, your operating agreement is a useful place to document how the business is actually organized.

Statutory defaults fill matters the agreement leaves unaddressed. RCW 25.15.006 recognizes oral, implied, recorded or combined LLC agreement terms of the member or members. A signed written document is recommended evidence. Record the actual deal and check applicable limits before changing defaults.

Washington Agreement Rules and Defaults

Form and adoption

RCW 25.15.006 recognizes oral, implied, recorded or combined LLC agreement terms of the member or members. A signed written document is recommended evidence.

Statutory defaults and limits

Approval and amendments

Record management, contributions, distributions, voting and amendment procedures. Review statutory limits before changing default terms and keep dated evidence of approvals.

Start with the free national templates below. Customize ownership, contributions, management, voting, distributions, transfers and exits for your company and state law. Bank requirements vary; an agreement does not guarantee liability protection.

Washington RCW 25.15.006: agreement definition Washington RCW 25.15.018: nonwaivable provisions

Free Operating Agreement Downloads for Your Washington LLC

Choose the template that matches your LLC's ownership and management. These are LLC School's national master templates, also available in the core operating agreement guide. Customize the document for your company and Washington law before signing.

OA-01 · PDF

Single-Member

For one member who owns and generally controls the LLC.

Download single-member PDF

OA-02 · PDF

Multi-Member / Member-Managed

For multiple members who participate directly in company management.

Download member-managed PDF

OA-03 · PDF

Manager-Managed

For LLCs whose members delegate management authority to designated managers.

Download manager-managed PDF

Before signing: Fill the applicable blanks, remove clauses that do not fit, confirm ownership and management terms, and review state-specific limitations. Seek professional legal or tax advice for complex arrangements. Read the national template guidance.

Build Your Clause Checklist

Washington Operating Agreement Clause Builder

3 questions · custom clause checklist · educational, not legal advice

How many members?

Management structure

Are contributions equal across members?

Checklist is educational. Multi-member LLCs with significant assets or unequal deals should have a Washington business attorney review the final agreement.

The Core Sections Every Washington Agreement Needs

Formation & purpose

Name, formation date (from your confirmed Certificate), registered agent, and a broad purpose clause.

Members & ownership percentages

Who owns what, each member's capital contribution, and how new members are admitted.

Profit & loss allocation

How profits split — by percentage or a documented custom formula — and when distributions happen.

Management & voting

Member- vs manager-managed, decision thresholds, and any items requiring unanimity.

Transfer restrictions & buy-sell

Right of first refusal, valuation method, and triggers: exit, death, disability, divorce.

Dissolution & wind-down

What ends the company and how assets are distributed under Washington law.

Plus: tax classification and representative, banking authority, indemnification, amendment procedure, and severability. Start from the free template in our national operating agreement guide.

Single-Member LLCs: Yes, Still

For one owner, document ownership, authority and succession. Keep company finances and records separate. A bank may request governance documents; the agreement does not guarantee protection from personal liability.

Keeping It Current

Revisit the agreement when ownership changes, a member's role shifts, or you elect S-Corp taxation. Amendments follow whatever procedure the agreement sets — which is why the amendment clause matters on day one.

Optional Formation Service

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Next Step · Step 5 of 8

Get Your Free EIN from the IRS

15 minutes at IRS.gov — then register with WA Revenue if needed.

Step 5: EIN

Frequently Asked Questions

Washington LLC — FAQ

Is an operating agreement required for a Washington LLC?

RCW 25.15.006 recognizes oral, implied, recorded or combined LLC agreement terms of the member or members. A signed written document is recommended evidence.

What happens if my Washington LLC has no operating agreement?

RCW 25.15.018 lets the agreement govern member relations and manager rights and duties, while preserving specified duty/liability, records, distribution, court-dissolution, winding-up and third-party protections. The statute governs unaddressed matters. RCW 25.15.006 recognizes oral, implied, recorded or combined LLC agreement terms of the member or members. A signed written document is recommended evidence.

Does a single-member Washington LLC need an operating agreement?

RCW 25.15.006 recognizes oral, implied, recorded or combined LLC agreement terms of the member or members. A signed written document is recommended evidence. For one owner, document ownership, authority and succession. Keep company finances and records separate. A bank may request governance documents; the agreement does not guarantee protection from personal liability.

Do I file my operating agreement with the Washington Secretary of State?

No. It's an internal document — keep signed copies with your records and provide them to your bank, lenders, or investors on request.

How much does a Washington operating agreement cost?

LLC School’s national templates above are free. Customize them for your ownership and state law; professional drafting or review costs separately.

Should my operating agreement mention B&O tax classifications?

It can be useful, especially if your LLC engages in multiple business activities taxed at different B&O rates — documenting how the business is organized helps support your tax reporting.

Can we change our Washington operating agreement later?