How to Move Your LLC to Washington State
Q: My LLC was formed in Nevada, but I want to move it to Washington. How does this work?
Thank you to a customer from Washington State for that great question! If you’re moving to the Evergreen State and want to bring your LLC with you, you have a few options, including foreign registration and domestication. We’ll explain the process of moving an LLC to Washington State.
Can I transfer my LLC to Washington State?
Yes. There are a few different ways to move an LLC to Washington State, including:
- Dissolution/formation. If you don’t mind starting from scratch, you can dissolve your LLC in its home state and form a new LLC in Washington. Since you’re starting a whole new business, you will need to obtain a new EIN and draft a new LLC operating agreement.
- Foreign registration. Another option is to keep your LLC in the state/jurisdiction where it was formed and register as a foreign LLC in Washington. You would be able to do business in both places, but you would also need to pay taxes and file reports in both states.
- Domestication. Often the most simple and cost-effective option is to domesticate your LLC in Washington. In this process, you file Articles of Conversion with the Washington Secretary of State and become a domestic Washington LLC.
Does Washington state allow LLC domestication?
Yes. In Washington, LLC domestication is called “conversion.” Conversion is the process of a business converting from one entity type to another or from one state to another. In this case, you are converting an LLC that was formed in another state or jurisdiction into a domestic LLC in Washington. Here’s what you need to do.
Make sure your home state allows LLC conversions
Washington only allows out-of-state businesses to convert to Washington businesses if the laws of the business’s home state allow for this process, so you should make sure that your state does.
Draft a plan of conversion and Articles of Conversion
Before you file the paperwork to domesticate your LLC in Washington, you need to create a written plan of conversion and have it approved by all LLC members. According to the Revised Code of Washington § 25.15.436, your plan of conversion should include:
- The name and entity type of your business before conversion
- The name and entity type of your business after conversion
- Your plan to transfer the LLC’s membership interest, assets, and obligations
- Your business formation documents (typically LLC Articles of Organization)
Once the plan is approved, you’ll draft Articles of Conversion. Articles should be drafted to adhere to laws of both jurisdictions and commonly include key information about both the converting and converted entity and an approval statement of the plan of conversion.
Complete the Conversion Cover Sheet
You should include a Conversion Cover Sheet with your filing. On this cover sheet, you’ll write:
- The entity type and home state/jurisdiction of your business
- The state and entity type to which you’re converting
- Business name
- UBI number (if you have one)
- New business name
- Washington registered agent address
- Name, signature, and phone number
Complete the Washington Certificate of Formation
You’ll also need to complete the Washington LLC Certificate of Formation and submit it along with your other documents.
Submit all documents and pay the filing fee
Next, you should send your Conversion Cover Sheet, plan of conversion, Articles of Conversion, and Certificate of Formation as one document to the Washington Secretary of State, along with the $190 filing fee ($50 extra for expedited processing). These documents may be submitted by mail or in person.
By mail:
Secretary of State
PO Box 40234
Olympia, WA 98504-0234
In person:
801 Capitol Way S
Olympia, WA 98501-1226
Receive verification
The Secretary of State will send you verification by mail that your application has been accepted.
Dissolve your LLC in your home state/jurisdiction
Once you have successfully domesticated your LLC in Washington, you will need to dissolve your business in its home state. This process varies by state but usually requires you to file Articles of Dissolution and pay a fee.
Do I need a new EIN when my LLC changes states?
It depends. If you dissolve your LLC first and then form a new LLC, you will need to get a new EIN (Employer Identification Number) from the IRS. However, if you foreign register your LLC in a new state, or go through the domestication process, your LLC was technically never “dissolved,” and so you don’t need a new EIN.
Learn more about How to Move a Business to Another State.
