What Is a Registered Agent for a Washington LLC?
A registered agent is a person or entity that an LLC authorizes to receive service of process, official notices, and legal demands on the LLC’s behalf. Under RCW 23.95.105(35), a registered agent “means an agent of an entity which is authorized to receive service of any process, notice, or demand required or permitted by law to be served on the entity.” Washington’s Uniform Business Organizations Code (Chapter 23.95 RCW) recognizes two categories of agent: a commercial registered agent, which is a person or business specifically listed with the Secretary of State to provide agent services, and a noncommercial registered agent, which is any other individual, entity, or officeholder within the LLC that agrees to accept service on the LLC’s behalf.
Under RCW 23.95.455, a compliant registered agent’s only duties are to forward process, notices, and demands to the LLC at the most recent address the LLC has provided, and to keep the agent’s own designation information current with the Secretary of State. A registered agent does not manage the LLC’s business, provide legal or tax advice, or act as the LLC’s general representative.
Is a Registered Agent Required for a Washington LLC?
Every Washington LLC must designate and continuously maintain a registered agent in the state. RCW 23.95.405 requires both domestic entities and registered foreign entities to maintain a registered agent in Washington at all times. The mandate applies to domestic LLCs formed under Chapter 25.15 RCW, foreign LLCs that have registered to do business in Washington, and professional LLCs (PLLCs) formed under the same chapter. “Continuously maintain” means the LLC may never have a gap in registered-agent coverage — not during its formation, not during an agent change, and not while awaiting a resignation to take effect. A failure to maintain a registered agent for thirty consecutive days is, by itself, a statutory ground for administrative dissolution under RCW 23.95.605.
Who May Serve as a Registered Agent for a Washington LLC?
Any individual or entity that consents to accept legal documents and maintains a physical address in Washington may serve as a registered agent. Washington draws a structural distinction between commercial and noncommercial agents but does not limit eligibility by professional title, relationship to the LLC, or residency status — the sole requirements are a Washington street address and recorded consent. The two categories are:
Option A — A Commercial Registered Agent — A person or business that files a Commercial Listing Statement with the Secretary of State and is placed on the public Commercial Registered Agent list maintained in the Corporations and Charities Filing System (CCFS). A commercial agent’s verified Washington address is already on file, so entities appointing a commercial agent need only supply the agent’s name on their formation or change-of-agent filing. Commercial agents typically serve multiple businesses.
Option B — A Noncommercial Registered Agent — Any individual, business entity, office, or position within the LLC that agrees to accept service. A noncommercial agent must provide a physical street address in Washington and a signed consent to serve. Under RCW 23.95.415(1)(b)(ii), an LLC may designate the title of an office or position — such as “Member,” “Manager,” or “President” — rather than an individual’s name, so that whichever person holds the position at any given time automatically serves as agent.
Under RCW 23.95.415(2), a registered agent “shall not be appointed without having given prior consent in a record to the appointment.” The consent must be delivered to the Secretary of State with or as part of the filing that first appoints the agent. If an individual or entity discovers it has been listed without consent, it may deliver a notarized statement to the Secretary of State, and the name will be removed immediately.
Note: The registered agent’s address must be a physical street address in Washington State. PO Boxes and private mailbox (PMB) addresses are prohibited. If a separate Washington mailing address exists, it may be listed in addition to the street address, but the street address is mandatory.
The table below summarizes the registered office requirements.
| Address Feature | Permissible | Not Permissible |
| Physical street address in Washington | Yes | — |
| PO Box as sole agent address | — | Not permitted |
| Private mailbox (PMB) | — | Not permitted |
| Additional Washington mailing address | Optional, alongside street address | — |
| Out-of-state address | — | Not permitted |
| Commercial agent address on file with SOS | Pre-verified, not resubmitted | — |
Can an LLC Member or Manager Serve as Registered Agent in Washington?
A member, manager, or any officer of a Washington LLC may serve as the LLC’s registered agent, provided that person maintains a physical street address in Washington and delivers the required consent. Washington does not restrict agent eligibility to any particular role within the LLC. A member of a member-managed LLC or a manager of a manager-managed LLC qualifies as a noncommercial registered agent. The LLC may also designate the person by position title — “Managing Member” or “Manager,” for example, under RCW 23.95.415(1)(b)(ii), so that the duty passes automatically to whoever holds the position.
Serving as one’s own registered agent has both advantages and drawbacks. The member’s or manager’s personal name and address become part of the public record maintained in the Corporations and Charities Filing System (CCFS), and the agent must be available at the registered address to accept hand-delivered service of process during normal business hours. A professional commercial registered agent, by contrast, provides a layer of privacy, maintains staffed office hours, and handles document intake as a core service.
| Factor | Self-Service (Member or Manager) | Professional (Commercial Registered Agent) |
| Privacy | Personal name and home or office address on public record | The service company’s address appears on public record |
| Availability | Must be personally available during business hours | Staffed office ensures consistent availability |
| Flexibility | Address changes require a new filing with the Secretary of State | The agent manages address changes across all represented entities |
| Document handling | Member receives process directly; must forward internally | The agent receives, logs, and forwards documents to the LLC |
| Cost | No additional fee beyond the formation filing | Annual service fee charged by the commercial agent |
How to Designate a Registered Agent on Your Washington LLC Certificate of Formation
A Washington LLC designates its registered agent when it files its Certificate of Formation with the Secretary of State. The registered agent and registered-office address appear in Section 5 of the Certificate of Formation — Limited Liability Company (LLC_COF). The form instructions require the LLC to select one type of agent — commercial or noncommercial — and provide the corresponding information. Regardless of agent type, the appointed agent must sign the Consent to Serve statement included on the form.
- Obtain the agent’s consent. Before completing the Certificate of Formation, confirm that the intended registered agent — whether a commercial agent, an individual, a business entity, or an officeholder within the LLC — has agreed in a record to serve. The agent’s signature on the form’s consent statement satisfies the requirement under RCW 23.95.415(2).
- Complete Section 5 of the Certificate of Formation. If using a commercial registered agent, provide the agent’s name only; the address is already verified on file. If using a noncommercial registered agent, provide the agent’s name (individual, business, or office/position title), a physical street address in Washington, and an email address. A phone number and separate mailing address are optional.
- Confirm the address meets registered-office requirements. The address must be a physical street location in Washington — no PO Boxes or PMBs.
- Complete the remaining sections of the form. Enter the LLC name (Section 2), period of duration (Section 3), effective date (Section 4), principal office address (Section 6), and executor information (Section 8).
- Submit the filing and pay the fee. The Certificate of Formation may be filed online through the Corporations and Charities Filing System (CCFS) or by mail to PO Box 40234, Olympia, WA 98504-0234. The filing fee is $180. Online submissions incur an additional online processing fee. Expedited service adds $100 to the filing fee and is generally processed within three business days.
An initial report is due within 120 days of the effective date of the Certificate of Formation. If the initial report is submitted together with the Certificate of Formation, no additional fee applies; if filed separately, a $10 filing fee is assessed.
The table below shows the formation-related filings, forms, and fees for Washington LLCs.
| Entity Type | Form | Filing Fee |
| Domestic LLC | Certificate of Formation — LLC (LLC_COF) | $180 |
| Domestic PLLC | Certificate of Formation — Professional LLC (PLLC_COF) | $180 |
| Foreign LLC | Foreign Registration Statement (Profit_FO_Reg) | $180 |
| Change of Registered Agent | Statement of Change/Designation of Registered Agent (RA_SOC) | No fee |
| Resignation of Registered Agent | Statement of Resignation | No fee |
| Reinstatement | Application for Reinstatement | $140 + all missed annual report fees |
Registered Agent Information in Your LLC Operating Agreement
Washington law does not require an LLC to identify its registered agent in the limited liability company agreement (the term Washington uses for the operating agreement). Under RCW 25.15.018, the limited liability company agreement governs the relations among members and between members and the LLC, as well as the rights and duties of managers. The agreement is a private, internal document that is not filed with the Secretary of State. The official registered-agent designation is made exclusively through filings with the Secretary of State — first in the Certificate of Formation, and thereafter through a Statement of Change if the agent changes.
An LLC may choose to reference its registered agent in the limited liability company agreement for practical reasons: providing members with a quick internal reference, documenting the process for appointing a replacement agent, or establishing a procedure for notifying members when the agent changes. Including the agent’s identity in the agreement can be helpful for multi-member LLCs where members need to know who is receiving service of process and official correspondence. Updating the registered agent information in the limited liability company agreement, however, does not constitute an official change — the LLC must separately file a Statement of Change with the Secretary of State to update the public record.
What Happens to a Washington LLC Without a Registered Agent?
An LLC that fails to maintain a registered agent for thirty consecutive days risks administrative dissolution. Under RCW 23.95.605, the Secretary of State may commence administrative dissolution proceedings if a domestic entity “does not have a registered agent in this state for thirty consecutive days.” The same statute also authorizes dissolution proceedings when an entity fails to pay required fees, fails to deliver an annual report within 120 days of its due date, or allows its stated period of duration to expire.
The dissolution procedure under RCW 23.95.610 follows a defined sequence. The Secretary of State first serves the LLC with notice of the determination that grounds for dissolution exist. The LLC then has sixty days to cure the deficiency or demonstrate that the grounds do not exist. If the LLC does not cure the problem within that sixty-day window, the Secretary of State executes a statement of administrative dissolution that recites the grounds and the effective date. A dissolved LLC continues to exist as an entity but “may not carry on any activities except as necessary to wind up its activities and affairs and liquidate its assets.”
Note: Administrative dissolution does not terminate the registered agent’s authority. Under RCW 23.95.610(4), the agent remains authorized to receive process even after the LLC is dissolved.
The table below summarizes additional consequences for an LLC that loses its registered agent or is administratively dissolved.
| Consequence | Authority |
| Administrative dissolution after 60-day cure period | RCW 23.95.610 |
| LLC restricted to winding-up activities only | RCW 23.95.610(3) |
| Service of process by mail to the LLC’s principal office if the agent is unavailable | RCW 23.95.450(2) |
| Secretary of State becomes a substitute agent as a last resort | RCW 23.95.450(4) |
| LLC may not carry on regular business activities | RCW 23.95.610(3) |
A dissolved LLC may apply for reinstatement under RCW 23.95.615 within five years of the effective date of dissolution. To be reinstated, the LLC must demonstrate that the grounds for dissolution no longer exist or have been cured and must pay all annual report fees that would have been assessed during the period of dissolution, plus a penalty fee and the current year’s annual report fee. The reinstatement filing fee is $140 plus back fees. When reinstatement is effective, it relates to the date of dissolution, and the LLC resumes operations as if the dissolution had never occurred.
How to Change a Registered Agent for a Washington LLC
An LLC changes its registered agent by filing a Statement of Change/Designation of Registered Agent with the Secretary of State at no charge. The filing is governed by RCW 23.95.435 for noncommercial agents and the general change-of-agent procedures under Chapter 23.95 RCW. The Statement of Change/Designation of Registered Agent (RA_SOC) may be used to appoint a new agent, change the agent’s name, or update the agent’s address. There is no filing fee for this submission.
- Obtain the new agent’s consent. Before filing, secure written or electronic consent from the incoming registered agent. The new agent must sign the consent statement on the form.
- Complete the Statement of Change form. Provide the LLC’s name and Unified Business Identifier (UBI) number, indicate whether the new agent is commercial or noncommercial, and supply the agent’s name and physical Washington street address.
- Submit the filing. The Statement of Change may be filed online through the Corporations and Charities Filing System (CCFS) or by mail. If the LLC is within its 180-day annual report filing window, the agent change can alternatively be submitted as part of the annual report.
- Confirm the filing. The change takes effect upon filing unless a future effective date is specified.
If a current registered agent resigns, the agent files a Statement of Resignation with the Secretary of State under RCW 23.95.445. A resignation takes effect on the thirty-first day after filing or on the date a new agent is designated, whichever comes first. The resigning agent must promptly notify the LLC of the resignation date, and the LLC must appoint a replacement before the resignation takes effect to avoid a gap in agent coverage.
Note: A commercial registered agent that changes its address may file a single Statement of Change by Commercial Registered Agent to update the address for all entities it represents, rather than filing individual changes for each business.
Washington LLC Registered Agent Frequently Asked Questions
Can a Washington LLC serve as its own registered agent?
No. Washington’s registered-agent framework under Chapter 23.95 RCW does not permit an LLC to appoint itself as its own registered agent. An agent must be either a commercial registered agent listed with the Secretary of State or a noncommercial registered agent — an individual, a separate business entity, or a designated office or position within the LLC. Under RCW 23.95.415, the agent designation must identify a person or position that can physically accept hand-delivered service of process at a Washington street address. An LLC is not a natural person and cannot independently satisfy the requirement that someone be personally available to accept service during business hours.
Can a single-member LLC owner serve as the LLC’s registered agent?
Yes. A single-member LLC owner may serve as the LLC’s noncommercial registered agent if the owner maintains a physical street address in Washington. The owner must sign the Consent to Serve statement on the Certificate of Formation (LLC_COF) or the Statement of Change form. The owner’s name and address will appear on the public record in the Corporations and Charities Filing System (CCFS). Single-member owners who prefer to keep their address off the public record may instead hire a commercial registered agent.
Does a multi-member LLC need a registered agent separate from its members?
No. A multi-member Washington LLC may appoint any one of its members as the registered agent, or it may designate an office or position title under RCW 23.95.415(1)(b)(ii) — for example, “Managing Member.” The state does not require a multi-member LLC to use an outside agent. A separate professional agent may be practical, however, when no single member wishes to have a personal address on the public record or when members are located in different states and none maintains a Washington street address. The LLC may also appoint a separate business entity as agent.
Is it required to designate a registered agent prior to submitting the formation documents for a business entity?
Yes. The registered agent information is a mandatory field on the Certificate of Formation (LLC_COF) for a domestic LLC and on the Foreign Registration Statement for a foreign LLC. The Secretary of State will not accept a formation filing that omits the registered agent’s name, address, and signed consent. The agent must consent in a record before the filing is submitted, as required by RCW 23.95.415(2).
Is the LLC’s registered agent required to be listed in the operating agreement?
No. Washington law does not require the limited liability company agreement to identify the registered agent. Under RCW 25.15.018, the limited liability company agreement governs internal relations among members and managers, but the registered-agent designation is made exclusively through filings with the Secretary of State. An LLC may reference its agent in the agreement for internal convenience, but doing so has no legal effect on the official designation. Changes to the registered agent must be made by filing a Statement of Change, not by amending the agreement.
Can I change my LLC’s registered agent online?
Yes. An LLC may file a Statement of Change/Designation of Registered Agent online through the Corporations and Charities Filing System (CCFS). There is no filing fee. The change may also be submitted as part of an annual report if the LLC is within the 180-day filing window, or through an amended annual report outside the window. Paper forms are available for mail submission to PO Box 40234, Olympia, WA 98504-0234. The Fee Schedule confirms that the Change of Registered Agent filing carries no fee.
Does a Professional LLC (PLLC) have different registered agent requirements?
No. A Washington PLLC is subject to the same registered-agent requirements as a standard LLC. Both entity types must designate an agent and maintain a registered office under Chapter 23.95 RCW. The distinctions between a PLLC and a standard LLC relate to professional licensing, ownership restrictions, and the scope of services the entity may provide — not to registered-agent obligations. A PLLC files its own Certificate of Formation — Professional LLC (PLLC_COF), which contains the same Section 5 registered-agent fields and consent requirement as the standard LLC formation form.
Can the same individual or service act as registered agent for multiple Washington LLCs?
Yes. Washington places no limit on the number of entities a single person or service may represent as a registered agent. A commercial registered agent routinely serves hundreds or thousands of businesses. If a commercial agent changes its address, it may file a single Statement of Change by Commercial Registered Agent to update the address for all represented entities simultaneously, rather than filing a separate form for each one. An individual serving as a noncommercial agent for multiple LLCs must file a separate Statement of Change for each entity if the agent’s name or address changes.
What happens if my LLC’s registered agent moves out of Washington?
The agent no longer satisfies the physical-address requirement under RCW 23.95.410, which mandates a street address in Washington. The LLC must promptly designate a new registered agent by filing a Statement of Change/Designation of Registered Agent with the Secretary of State. If the LLC goes without a registered agent for thirty consecutive days, the Secretary of State may begin administrative dissolution proceedings under RCW 23.95.605. The outgoing agent should also file a Statement of Resignation to formally end the appointment. A resignation takes effect thirty-one days after filing, giving the LLC time to appoint a replacement.