Washington: LLC Registered-Agent and Registered-Office Requirements

Requirements one by one

Governing law and terminology

RCW 25.15.904 calls chapter 25.15 the Washington limited liability company
act. Its registered-agent provisions incorporate Article 4 of chapter 23.95
RCW. Washington uses registered agent and divides the role into commercial
and noncommercial agents.

Continuous designation duty

Every domestic LLC must continuously maintain a registered agent in Washington
under RCW 25.15.021(1) and 23.95.405. The certificate of formation must state
the agent's name and address as required by Article 4.

The maintenance duty is immediate and continuous. The later 30-day period in
RCW 23.95.605 is a threshold for starting administrative dissolution, not
permission to operate without an agent.

Eligible individual

An individual may serve as a noncommercial agent or may first become listed as
a commercial registered agent. The cited definitions and appointment
provisions do not impose a separate age, Washington-residency, citizenship, or
professional-license qualification.

For a noncommercial appointment, however, the filing must state the Washington
street address required by RCW 23.95.410. A member, manager, owner, or employee
may serve only through the same individual or office/position rules; status
inside the LLC is not a separate agent category.

Eligible entity and self-service

The noncommercial definition includes a domestic or foreign entity and certain
government bodies. The commercial route is any "person" already listed under
RCW 23.95.420, and the statutory person definition includes corporations,
partnerships, LLCs, trusts, governments, and other legal or commercial
entities.

Article 4 does not exclude the represented LLC from the entity route. Because
an LLC is both an entity and a person under RCW 23.95.105, the company may name
itself if it supplies the required Washington address and files the required
consent. Washington also permits designation of an office or position in the
LLC, so process goes to whichever individual holds it.

Registered office, address, and hours

Washington's statute focuses on the agent's filed address rather than imposing
a separately named registered-office duty on the LLC. RCW 23.95.410 requires a
Washington street address and a Washington mailing address if different. A
commercial agent's address is already in its listing, so the represented LLC
files only the commercial agent's name.

For a noncommercial agent, the current Secretary-of-State paper form calls the
street field a physical Washington address and rejects a P.O. box or private
mailbox there; a separate Washington mailing address is optional. Article 4
does not enact an exact 9-to-5 or other daily interval. The agency describes
the registered office as where the agent is located during business hours, but
does not supply a more specific statutory clock.

Consent and initial filing

The certificate must name the commercial agent or give the noncommercial
agent's name and address. An office-or-position designation instead states the
title and the address to which process, notices, and demands will be sent.

RCW 23.95.415(2) forbids appointment without the agent's prior consent in a
record. That consent is delivered to the Secretary of State with or as part of
the first appointment. The current paper form requires the agent or authorized
representative to sign and date the consent for every agent type. A person
named without consent may file a notarized statement and be removed
immediately.

Change, resignation, and replacement

The LLC changes its agent or filed agent information through an entity-executed
statement under RCW 23.95.430. A new agent's consent must accompany it. Under
the general effectiveness rule, the filing ordinarily takes effect on its
filed date and stated time. Differing agent information in an initial or annual
report is treated as a statement of change under current RCW 23.95.255(6).

A noncommercial agent files a separate statement for each represented entity
when its name or address changes and promptly notifies the LLC. A commercial
agent's single filed change updates all represented entities and likewise
requires prompt notice.

A commercial agent may terminate its statewide listing. The termination takes
effect at 12:01 a.m. on the 31st day after delivery, and the agent promptly
notifies every represented entity. Each former client then uses RCW 23.95.450's
fallback-service rules until it designates a replacement.

An agent resigns by filing the statement described in RCW 23.95.445 and
promptly notifying the LLC. Resignation takes effect on the earlier of the
31st day after filing or designation of a new agent. The section supplies no
additional replacement grace period after the resignation becomes effective.

Agent duties and service

RCW 23.95.455 makes the compliant agent's statutory duties exclusive: forward
received process, notices, and demands to the latest entity-supplied address;
send notices required by the chapter; and keep its filed information current.

Serving the registered agent serves the LLC. Service on an agent is ordinarily
in a tangible medium, although a commercial agent may list other forms and
conditions it accepts.

Lapse consequences and fallback service

An absent agent does not block suit. Current RCW 23.95.450 uses a layered
sequence when the LLC has no agent or reasonable diligence cannot reach the
agent:

1. Registered or certified mail with return receipt requested, or similar
   commercial delivery, goes to the principal office in the most recent annual
   report.
2. If that fails, a copy may be handed to the individual in charge of a regular
   place of business or activity, provided that individual is not a plaintiff.
3. If none of those routes works, the Secretary of State is the LLC's agent for
   service.

Separately, having no Washington registered agent for 30 consecutive days is a
ground for an administrative-dissolution proceeding under RCW 23.95.605(3).
The Secretary of State serves notice, and RCW 23.95.610 gives the LLC 60 days
after service to cure or disprove the ground before administrative dissolution.

What trips people up

Commercial registration is a status of the agent, not of the LLC. If the
agent is already listed under RCW 23.95.420, the LLC files the agent's name
only. A noncommercial appointment instead provides the name or office title and
Washington address.

Consent is a filed prerequisite. It is not enough for the organizer simply
to type another person's name into the certificate. Every first appointment
needs prior consent in a record filed with the appointment.

The dissolution clock and resignation clock are different. Resignation
generally ends on day 31 after filing. Only after the LLC actually lacks an
agent does the separate 30-consecutive-day dissolution ground accrue, followed
by notice and a 60-day cure opportunity.

Common questions

Can a Washington member serve as registered agent? Yes, if the member uses
the individual route and supplies the required Washington street address and
consent, or holds the designated office or position. Membership alone is not a
special qualification.

Can the LLC serve as its own agent? Article 4 does not exclude it. The
definitions include an LLC within both "entity" and "person," so the subject
LLC may use the noncommercial entity route if the filing and consent
requirements are met.

Can the agent use a P.O. box? Not for the required street-address field.
The current official paper form requires a physical Washington address and
rejects a P.O. box or PMB there, while allowing a different Washington mailing
address.

When does resignation take effect? On the earlier of day 31 after the
Secretary of State files the resignation or the date a new agent is
designated.

What if the agent cannot be served? The plaintiff moves through the
principal-office delivery and person-in-charge routes in RCW 23.95.450 before
the Secretary of State becomes the fallback service agent.

Statutes and sources

• RCW 25.15.021, 25.15.071, and 25.15.904 — continuous duty, formation
  certificate, and Act title.
  https://app.leg.wa.gov/RCW/default.aspx?cite=25.15.021
  (accessed 2026-07-27)
• RCW 23.95.105 and 23.95.405-.420 — definitions, maintenance, address,
  appointment, consent, and commercial listing.
  https://app.leg.wa.gov/RCW/default.aspx?cite=23.95.415
  (accessed 2026-07-27)
• RCW 23.95.210, 23.95.255, and 23.95.430-.445 — effectiveness, report
  changes, entity and agent changes, commercial termination, and resignation.
  https://app.leg.wa.gov/RCW/default.aspx?cite=23.95.445
  (accessed 2026-07-27)
• RCW 23.95.450-.455 — direct and fallback service and exclusive agent
  duties.
  https://app.leg.wa.gov/RCW/default.aspx?cite=23.95.450
  (accessed 2026-07-27)
• RCW 23.95.605-.610 — 30-day no-agent ground, notice, and 60-day cure.
  https://app.leg.wa.gov/RCW/default.aspx?cite=23.95.610
  (accessed 2026-07-27)
• Washington Secretary of State, Certificate of Formation—LLC (revised June
  2025) — current paper fields, physical-address instruction, agent email,
  consent signature, and executor execution.
  https://www.sos.wa.gov/sites/default/files/2025-12/6.2025%20-%20Certificate%20of%20Formation%20-%20LLC%20%28Fillable%20Form%29.pdf
  (accessed 2026-07-27)

CTA audit

The live Ezel Washington formation template distinguishes commercial and
noncommercial agents, requests the conditional Washington address, and
includes the agent-consent and executor-signature blocks. It omits the
registered-agent email that the current official paper form marks required.
The page therefore cannot produce the complete current paper filing, and this
cell intentionally has no CTA template slug.