Operating Agreement Template Washington State

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

Document ID: WA-LLC-OA-2024-001
Effective Date: [Effective Date]
Version: 1.0
Governing Jurisdiction: State of Washington (RCW 25.15)

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LEGAL DISCLAIMER

This document is a template provided for educational and drafting purposes. It is designed to comply with the Washington Limited Liability Company Act (RCW 25.15). However, this does not constitute legal advice. Laws regarding LLCs are subject to legislative amendment and judicial interpretation. You are strongly advised to consult with a licensed attorney in the State of Washington to ensure this agreement is tailored to the specific tax, capital, and governance requirements of your entity.

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1. PARTIES AND RECITALS

This Operating Agreement ("Agreement") is entered into as of the [Effective Date] by and among the members listed in Schedule A (collectively, the "Members") of [Company Full Legal Name], a Washington Limited Liability Company (the "Company").

RECITALS: WHEREAS, the Members desire to form a limited liability company under the laws of the State of Washington; WHEREAS, the Members desire to set forth their rights, duties, and obligations with respect to the Company; NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

2. ORGANIZATION AND PURPOSE

2.1 Formation. The Members have filed a Certificate of Formation with the Washington Secretary of State. 2.2 Name. The name of the Company is [Company Full Legal Name]. 2.3 Purpose. The Company is formed for the purpose of engaging in any lawful business for which a limited liability company may be organized under Washington law. 2.4 Principal Office. The principal office of the Company shall be [Principal Address].

3. CAPITAL CONTRIBUTIONS AND MEMBERSHIP

3.1 Initial Contributions. Each Member has contributed the amount set forth in Schedule A. 3.2 Additional Contributions. No Member shall be required to make additional capital contributions unless unanimously agreed upon in writing. 3.3 Ownership Interests. Membership interests shall be allocated as specified in Schedule A.

4. MANAGEMENT AND VOTING

4.1 Management. The Company shall be [Member-Managed / Manager-Managed]. 4.2 Voting. Except as otherwise provided herein, all decisions shall be made by a majority vote of the Members based on their respective ownership percentages. 4.3 Authority. No Member or Manager shall have the authority to bind the Company to any contract exceeding [Amount in USD] without the prior written consent of the majority of the Members.

5. DISTRIBUTIONS AND TAXES

5.1 Distributions. Profits and losses shall be allocated to Members in proportion to their ownership percentages. Distributions shall be made at the discretion of the [Members/Managers]. 5.2 Tax Treatment. The Company shall be taxed as a [Partnership/Disregarded Entity/Corporation] for federal income tax purposes.

6. TRANSFER OF INTERESTS

6.1 Restrictions. No Member may sell, assign, or encumber their interest in the Company without the unanimous written consent of the other Members. 6.2 Right of First Refusal. If a Member receives a bona fide offer to purchase their interest, the remaining Members shall have the right of first refusal to purchase such interest on the same terms.

7. DISSOLUTION AND TERMINATION

7.1 Events of Dissolution. The Company shall dissolve upon the unanimous consent of the Members or upon the entry of a decree of judicial dissolution under RCW 25.15.274. 7.2 Liquidation. Upon dissolution, the Company’s assets shall be liquidated, and proceeds shall be applied first to creditors, then to the return of capital contributions, and finally to Members in accordance with their ownership interest.

8. INDEMNIFICATION AND LIMITATION OF LIABILITY

8.1 Limitation of Liability. To the fullest extent permitted by Washington law, no Member or Manager shall be liable to the Company or other Members for damages for any breach of duty, except for acts of gross negligence or willful misconduct. 8.2 Indemnification. The Company shall indemnify any person who is or was a party to a proceeding by reason of their status as a Member or Manager, provided such person acted in good faith and in a manner they reasonably believed to be in the best interests of the Company.

9. GOVERNING LAW AND DISPUTE RESOLUTION

9.1 Governing Law. This Agreement is governed by and construed in accordance with the laws of the State of Washington. 9.2 Dispute Resolution. Any dispute arising from this Agreement shall first be submitted to mandatory mediation. If mediation fails, the dispute shall be resolved through binding arbitration in [County Name], Washington, in accordance with the rules of the American Arbitration Association.

10. MISCELLANEOUS

10.1 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. 10.2 Entire Agreement. This document constitutes the entire agreement between the parties and supersedes all prior understandings. 10.3 Amendments. This Agreement may only be amended in writing signed by all Members.

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11. EXECUTION AND SIGNATURE BLOCKS

FOR [PARTY A / COMPANY NAME]: Signature: _____________________________________ Printed Name: [Authorized Signatory Name] Title: [Title / Role] Company: [Company Legal Name] Date: [Date]

FOR [PARTY B / MEMBER]: Signature: _____________________________________ Printed Name: [Authorized Signatory Name] Title: [Title / Role] Date: [Date]

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12. STEP-BY-STEP EXECUTION AND FILING GUIDE

1. Drafting: Utilize "Find and Replace" (Ctrl+H) in your document editor to replace all bracketed fields (e.g., [Company Full Legal Name]) with the specific entity data.
2. Schedule A: Create a separate "Schedule A" attachment that lists the names, addresses, capital contributions, and percentage interests of every Member.
3. Signatory Authority: Verify that the individual signing holds the requisite authority (typically the Manager or a Managing Member) as per the Articles of Organization filed with the Washington Secretary of State.
4. Execution: Ensure all Members sign the document. If using digital signatures (DocuSign/Adobe Sign), ensure that the "Audit Trail" feature is enabled to create a legally defensible record of execution.
5. Record Retention: Under RCW 25.15, an LLC is required to maintain its records, including this Agreement, at its principal office. Provide a copy to each Member and maintain the original in the company minute book.
6. Filing: This Agreement does not need to be filed with the Secretary of State; it is an internal governing document. However, you must ensure your Annual Report is filed timely with the state to maintain good standing.