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 whether to form a General Partnership (GP), Limited Partnership (LP), or Limited Liability Partnership (LLP). GPs require no state filing, while LPs and LLPs must register with the Washington Secretary of State.
1-2 hours
Select and Register a Business Name
Search the Washington Secretary of State's business name database to ensure your partnership name is available and not already in use. LPs and LLPs must include the appropriate designator (e.g., 'Limited Partnership' or 'LLP') in the name.
30 minutes
Appoint a Registered Agent
Designate 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
Draft a Partnership Agreement
Create a written partnership agreement outlining each partner's roles, capital contributions, profit and loss sharing, decision-making authority, and procedures for dissolution or partner exit. While not legally required in Washington, this document is strongly recommended.
3-10 hours
What's Next After Filing
Once your Partnership is officially formed, you'll want to complete these important steps:
- •File Formation Documents with the State — For LPs, file a Certificate of Limited Partnership with the Washington Secretary of State online or by mail, paying the $180 filing fee. For LLPs, file a Statement of Qualification. General Partnerships do not need to file but may register voluntarily.
- •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 needed for tax filings, hiring employees, and opening a dedicated business bank account to keep partnership finances separate.
- •Register with Washington DOR and Obtain Licenses — Register with the Washington Department of Revenue for state tax purposes and obtain any required business licenses through the Washington Business Licensing Service. A state business license costs $19 annually.
Advantages
- ✓Simple and low-cost formation, especially for General Partnerships which require no state filing fees
- ✓Pass-through taxation avoids double taxation — profits and losses flow directly to partners' personal tax returns
- ✓Flexible management structure with no required board of directors or formal corporate formalities
- ✓LLPs offer personal liability protection for individual partners from the malpractice or negligence of other partners
Considerations
- •General partners in a GP or LP bear unlimited personal liability for partnership debts and legal judgments
- •Partnerships dissolve or require restructuring if a partner leaves, dies, or becomes incapacitated without proper agreement provisions
- •Harder to raise investment capital compared to corporations, as partnerships cannot issue stock or attract venture funding as easily
Annual Obligations
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