Form a Partnership in Washington
Everything you need to know about forming a Partnership in Washington. Filing fees, requirements, timeline, and step-by-step guidance.
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How to File
Choose Your Partnership Type
Decide between a General Partnership (GP) or Limited Partnership (LP). GPs do not require state registration but offer no liability protection, while LPs must file with the Washington Secretary of State and provide limited liability to limited partners.
1-2 hours
Select and Reserve a Business Name
Choose a unique name that complies with Washington naming rules; LP names must include 'Limited Partnership' or 'LP.' Search the Washington Secretary of State's business name database to confirm availability before filing.
30 minutes
Draft a Partnership Agreement
Although not legally required in Washington, a written partnership agreement is strongly recommended to define each partner's roles, profit/loss sharing, decision-making authority, and dissolution procedures. This document governs the internal operations of the partnership.
2-5 hours
Designate a Registered Agent
Appoint a registered agent with a physical street address in Washington who is authorized to receive legal and official documents on behalf of the partnership. The agent must be available during normal business hours.
30 minutes
What's Next After Filing
Once your Partnership is officially formed, you'll want to complete these important steps:
- •File Certificate of Formation (LP Only) — Limited Partnerships must file a Certificate of Formation with the Washington Secretary of State online via the Corporations & Charities Filing System (CCFS) or by mail, paying the $180 filing fee. General Partnerships may skip this step but should register a trade name if operating under a DBA.
- •Obtain an EIN and Open a Business Bank Account — Apply for a Federal Employer Identification Number (EIN) from the IRS at no cost, which is required for tax filings, hiring employees, and opening a business bank account. Keep partnership finances separate from personal accounts.
- •Register with Washington Department of Revenue and Obtain Licenses — Register your partnership with the Washington Department of Revenue for a state business license ($19 fee) through the Business Licensing Service, and obtain any required local, state, or professional licenses or permits needed to legally operate in Washington.
Advantages
- ✓Pass-through taxation means partnership income is taxed only at the partner level, avoiding double taxation, and Washington has no state personal income tax.
- ✓Simple and low-cost formation for General Partnerships with no required state filing, making it easy to start a small business with a partner.
- ✓Limited Partners in an LP enjoy liability protection limited to their investment, shielding personal assets from business debts.
- ✓Flexible management structure and profit-sharing arrangements can be customized via the partnership agreement without rigid statutory requirements.
Considerations
- •General Partners face unlimited personal liability for all business debts and legal judgments, putting personal assets at risk.
- •Partnerships dissolve automatically upon the death, withdrawal, or bankruptcy of a general partner unless the agreement provides otherwise, creating potential instability.
- •Raising outside capital can be more difficult than with a corporation, as partnerships cannot issue stock and investors may prefer the structure of an LLC or corporation.
Annual Obligations
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