A Washington LLC operating agreement is an agreement of a company's member or members about the company's affairs and the conduct of its business.[1] Under Washington's LLC statute, it governs how the members deal with each other and with the company.[2] Build a free Washington LLC operating agreement template on this page and fill it out online, or download it as a PDF, Word or OpenDocument file.
Last Updated: October 2026. This guide is reviewed and updated regularly to reflect current Washington law. If you notice an error or outdated information, please contact us.
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Washington's LLC statute treats the operating agreement as the members' own agreement about the company's affairs and the conduct of its business. Section 25.15.006 defines the term. Section 25.15.018 says what the agreement governs and what happens where it leaves a matter open.[1][2]
"Limited liability company agreement" means the agreement, including the agreement as amended or restated, whether oral, implied, in a record, or in any combination, of the member or members of a limited liability company concerning the affairs of the limited liability company and the conduct of its business.
Three points in that definition matter to anyone writing an operating agreement.[1]
In practice, a signed written agreement gives every member one set of terms to point to later.
Except as other subsections of Section 25.15.018 provide, the operating agreement governs two things.[2]
To the extent the agreement does not otherwise provide for a matter it may govern, the LLC statute governs that matter.[2] So a gap in your agreement is not a gap in the rules. The statute fills it.
Read your agreement for gaps before you sign. Anything it leaves out on these topics is governed by the statute instead of by terms you chose.[2]
Popular Local Operating Agreement Forms
An LLC operating agreement establishes principles for an LLC just like articles of incorporation regulate the operation of a corporation. Below are some of the most popular local operating agreements searched by our users.
The FormsPal Washington LLC operating agreement is a single-member agreement. One person signs it as the sole equity member of the company. Work through the parts below in the order they appear on the form. The form has one signature block for the Member and no witness or notary block.
If you download the PDF, you can fill it in on screen with the FormsPal PDF editor instead of printing it.
Under Wash. Rev. Code § 23.95.300, the company name must be distinguishable on the Secretary of State's records from the names already there. Under Wash. Rev. Code § 23.95.305, it may not include words such as "corporation", "incorporated", "partnership" or "cooperative", or words another Washington law prohibits.[3]
Every Washington LLC must designate and maintain a registered agent in the state (Wash. Rev. Code § 23.95.405). The agent can be a commercial or a noncommercial registered agent, who must consent to the appointment, and the agent must forward legal papers and notices it receives to the LLC (Wash. Rev. Code §§ 23.95.415 and 23.95.455).[3]
These answers stick to what Sections 25.15.006 and 25.15.018 of the Revised Code of Washington say about an LLC operating agreement. Each one marks the section it draws on, so you can check it against the official text.[1][2] The page does not cover formation or filing steps.
Washington's LLC statute provides for an operating agreement. The agreement governs relations among the members and between the members and the company, and the rights and duties of a manager. Where the agreement does not provide for a matter, the statute governs it.[2] Your agreement is where you set your own terms.
The LLC statute governs the matter. To the extent the operating agreement does not otherwise provide for a matter it may govern, the statute fills the gap.[2] That means the statute, not terms the members chose, answers the question. Writing your own agreement lets you decide.
Yes. Under Section 25.15.018, the operating agreement governs relations among the members and between the members and the company.[2] Start from the FormsPal template on this page and set the terms yourself. The LLC operating agreement template page covers other states.
A company can be run with gaps in its agreement, because the statute supplies the rule. To the extent the agreement does not provide for a matter, the LLC statute governs the matter.[2] A topic the agreement leaves out still has a rule, and the rule comes from the statute.
Washington defines the limited liability company agreement as the agreement of the member or members about the company's affairs and the conduct of its business.[1] The statute then ties the company to that agreement in two ways.
It can be. The statute counts the agreement whether it is oral, implied, in a record, or any mix of those.[1] A signed written copy is still easier to point to later.
Yes. The definition covers the agreement of the member or members of a company, so a company with one member can have an operating agreement.[1] The FormsPal template on this page is written for one member who signs as the sole equity member.
General information, not legal or tax advice.
Unless noted otherwise, the sources below are from the Revised Code of Washington.
