Washington LLC Operating Agreement: What to Include (2026)

Q: Is an operating agreement required for a Washington LLC?

No. Washington law does not require an LLC to have an operating agreement, and you never file one with the Secretary of State. However, RCW 25.15 makes the agreement - which the statute calls the limited liability company agreement - enforceable and lets it override most of the statute's default rules, so having one is strongly recommended.

Q: Do I file my Washington operating agreement with the state?

No. The operating agreement is an internal document kept in your company records. Washington files only the Certificate of Formation and the annual report; the operating agreement is never submitted to the Secretary of State and is not public.

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

It is not legally required, but it is still recommended. A single-member operating agreement documents that the LLC is separate from its owner, which helps preserve the liability shield, and banks and investors often ask to see one before opening accounts or funding the business.

Q: What happens if a Washington LLC has no operating agreement?

The default rules in RCW 25.15 govern the LLC. Those defaults cover management, voting, distributions, and transfers, but they may not match what the owners want - for example, defaults on how distributions and management authority are allocated. A written agreement lets you replace those defaults with your own terms.

Q: Is a Washington LLC member-managed or manager-managed by default?

By default a Washington LLC is member-managed, meaning every member can participate in running the business, unless the certificate of formation or the operating agreement provides that it is manager-managed under RCW 25.15.154. The operating agreement is where you choose and define the structure.

Fact-checked by the LegalGlass editorial team against primary sources · Published Aug 6, 2026 · Last updated Aug 6, 2026

Washington does not legally require an LLC operating agreement, and you never file it with the Secretary of State. But under RCW 25.15, the Washington LLC Act, the agreement - which the statute calls the "limited liability company agreement" - is fully enforceable and can override most of the statute's default rules on management, voting, distributions, and transfers. Every Washington LLC, including a single-member LLC, should adopt one to control how the business is run and to protect the liability shield.

Quick Answer

Required by law?: No - but strongly recommended (RCW 25.15)
Filed with the state?: No - it is an internal, private document
Statute name: "Limited liability company agreement" (RCW 25.15.006, .018)
Default management: Member-managed unless you choose manager-managed
Single-member LLC: Recommended - supports the liability shield
Governs gaps via: RCW 25.15 default rules if you have no agreement

Is an Operating Agreement Required in Washington?

No. Washington's LLC statute, RCW Chapter 25.15, does not make an operating agreement mandatory, and there is no penalty for forming an LLC without one. You also do not file it: the only documents Washington requires are the Certificate of Formation and the yearly annual report, both filed with the Secretary of State. The operating agreement is a separate, internal contract among the members.

Even though it is optional, adopting an agreement is one of the most important steps in setting up an LLC. RCW 25.15.018 gives the agreement broad legal effect: it can define the relations among members, the management of the company, and the conduct of its business, and courts will enforce it. Without an agreement, your LLC is governed entirely by the statute's default rules, which may not reflect what you and your co-owners actually intend. For the general concept, see the national operating agreement guide.

Washington Calls It the "LLC Agreement"

A quick terminology note that trips people up: while most owners and templates say "operating agreement," Washington's statute uses the term "limited liability company agreement" (often shortened to "LLC agreement"). The two mean the same thing - RCW 25.15.006 defines the LLC agreement as any agreement, written, oral, or implied, of the members concerning the affairs of the LLC and the conduct of its business. Because an oral or implied agreement can technically count, a clear written document is far safer: it removes ambiguity and gives you something to point to if a dispute arises. Throughout this page, "operating agreement" and "LLC agreement" are interchangeable.

Why Every Washington LLC Should Have One

An operating agreement does real work even when the law does not demand it:

It overrides the defaults. RCW 25.15 supplies default rules only where the agreement is silent, so a written agreement lets you set your own terms on management, voting, and profit sharing rather than accepting the statute's.
It protects the liability shield. Documenting that the LLC is a separate entity with its own governance helps rebut any argument that the business is merely the owner's alter ego - important for a single-member LLC.
Banks and investors expect it. Financial institutions frequently ask to see the operating agreement before opening an account or lending, and investors require it before funding.
It prevents disputes. In a multi-member LLC, written rules on decisions, money, and exits head off the disagreements that most often break up small businesses.

In short, the agreement is where you convert the flexible LLC form into the specific business deal you actually want. See LLC vs corporation for how this internal governance compares with corporate bylaws.

What to Include in a Washington Operating Agreement

A thorough Washington operating agreement typically covers the following. The statute lets you tailor each of these, so adapt them to your business:

Company basics. The LLC's name, principal place of business, registered agent, and purpose.
Members and ownership. Each member's name and percentage interest, and their capital contributions.
Capital contributions. What each member contributed and rules for future contributions or capital calls.
Management structure. Whether the LLC is member-managed or manager-managed, and the authority of each.
Voting rights. How votes are weighted (per capita or by ownership) and what decisions need supermajority or unanimous consent.
Allocations and distributions. How profits, losses, and cash distributions are shared among members.
Transfers and buy-sell. Restrictions on transferring interests, rights of first refusal, and what happens on death, withdrawal, or divorce.
Dissolution. Events that trigger winding up and how remaining assets are distributed - connect this to dissolving a Washington LLC.

Naming your registered agent in the agreement is a good habit even though the official appointment is on the certificate; see Washington registered agent requirements.

Member-Managed vs Manager-Managed

One of the most important choices the agreement makes is the management structure. In a member-managed LLC, all members share authority to run the business and bind the company - this is the Washington default under RCW 25.15.151 when nothing says otherwise. In a manager-managed LLC, the members appoint one or more managers (who may or may not be members) to run day-to-day operations, while members keep certain major decisions; this structure is governed by RCW 25.15.154.

Member-management suits small, owner-operated LLCs where everyone is active. Manager-management suits LLCs with passive investors, many members, or a designated operator. Whichever you choose, spell it out in the agreement and, where required, reflect it in the certificate of formation, so third parties know who has authority to act. RCW 25.15.157 addresses delegating management rights and powers.

Single-Member vs Multi-Member Agreements

A single-member operating agreement is shorter but still valuable. Its main jobs are to document that the LLC is a distinct entity (reinforcing the liability shield), to name a successor or transfer plan if the owner dies, and to satisfy banks and lenders. Because there is only one owner, voting and distribution provisions are simple, but the separation-of-entity language matters most here.

A multi-member agreement carries the real weight. With two or more owners, the provisions on voting thresholds, capital calls, profit distributions, deadlock resolution, and buy-sell terms are what keep the business functioning when owners disagree. Multi-member LLCs are taxed as partnerships by default, so the agreement should align with the tax allocations reported on the LLC's federal return - see Washington LLC tax filing and the IRS LLC guidance.

Default Rules if You Have No Agreement

If your LLC has no operating agreement, or the agreement is silent on a point, RCW 25.15 fills the gap with its default rules. Those defaults address, among other things:

Topic	Washington default (if agreement is silent)	Statute
Management	Member-managed - all members share authority	RCW 25.15.151
Manager authority	Applies only if you elect manager-management	RCW 25.15.154
Distributions	Allocated among members per the statute's rules	RCW 25.15.206
Enforceability of the agreement	Agreement controls except for nonwaivable provisions	RCW 25.15.018

The problem with relying on defaults is not that they are unfair, but that they are generic. They will not reflect an uneven ownership split, a special profit arrangement, or restrictions on who can join the LLC. Writing your own agreement replaces the one-size-fits-all statute with terms built for your deal - and RCW 25.15.018 confirms the agreement controls except for a short list of nonwaivable provisions the statute protects.

Signing, Storing, and Updating It

Once drafted, every member should sign the operating agreement, and the LLC should keep the signed original with its company records - not file it with the state. There is no notarization requirement in Washington, and the agreement does not need to be witnessed or recorded, though the signatures and dates of every member are essential to show that each owner assented to the terms. Revisit the agreement whenever ownership changes, a member joins or leaves, you switch between member- and manager-management, or you make an S-corp election that affects distributions. Amend it in writing, following the amendment procedure the agreement itself sets out.

Keeping the agreement current matters as much as having one: an outdated agreement that no longer matches reality can be as confusing as none at all. Store it alongside your Certificate of Formation, EIN confirmation, and annual report records so your governance documents stay in one place.

Frequently Asked Questions

Is an operating agreement required for a Washington LLC?

No. Washington law does not require one and you never file it. But RCW 25.15 makes the agreement enforceable and lets it override the statute's default rules, so it is strongly recommended.

Do I file my Washington operating agreement with the state?

No. It is an internal document kept in your records. Washington files only the Certificate of Formation and the annual report; the operating agreement is never submitted and is not public.

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

Not legally, but it is recommended. It documents that the LLC is separate from its owner, which helps preserve the liability shield, and banks often ask to see one.

What happens if a Washington LLC has no operating agreement?

The default rules in RCW 25.15 govern management, voting, distributions, and transfers. Those defaults may not match what the owners want, which is why a written agreement is better.

Is a Washington LLC member-managed or manager-managed by default?

Member-managed by default under RCW 25.15.151, unless the certificate or the operating agreement makes it manager-managed under RCW 25.15.154.

Sources

Washington Legislature - RCW Chapter 25.15, Limited Liability Company Act (governing statute; default rules).
Washington Legislature - RCW 25.15.018 (effect of the LLC agreement; nonwaivable provisions).
Washington Legislature - RCW 25.15.006 (definition of "limited liability company agreement").
Washington Legislature - RCW 25.15.151 (member-managed LLCs - default management).
Washington Legislature - RCW 25.15.154 (manager-managed LLCs).
Washington Legislature - RCW 25.15.157 (delegation of rights and powers to manage).
Washington Legislature - RCW 25.15.206 (allocation of distributions).
Washington Secretary of State - LLC & PLLC Filing Resource Page (only the Certificate of Formation is filed, not the agreement).
Washington Secretary of State - Annual Reports (ongoing state filings).
IRS - Limited Liability Company (LLC) (single- vs multi-member tax treatment).
IRS - Get an Employer Identification Number (EIN for the LLC).
Legal Information Institute - Operating agreement (Wex legal definition).
Legal Information Institute - Limited liability company (Wex).

LegalGlass provides general information for educational purposes and is not a law firm or a substitute for advice from a licensed attorney or tax professional. Laws and statutory provisions change; verify current requirements in RCW 25.15 and with the Washington Secretary of State before acting.