Startup Law Blog

May 12, 2024

Starting a Business in Bellevue, Washington: A Legal Guide for Startups

Explore the essential steps and legal considerations for launching a startup in Bellevue, Washington. From choosing the right business structure to getting your basic book keeping set up so that you can easily file your taxes, this post can help you get started.

Starting a Business in Bellevue, Washington: A Legal Guide for Startups

This post is written for founders interested in opening a new business in Bellevue, WA. I am hoping to write a follow up post to this one covering the best service providers in the area (e.g., lawyers and accountants), so if you are a service provider in Bellevue send me an email with your information so I can see about adding you to the list.

Choose a Legal Structure

One of the first decisions you'll encounter is choosing the right business structure. Each structure, be it a sole proprietorship, partnership, limited liability company (LLC), or corporation, carries its unique tax implications, liability protection, and operational flexibility.

Sole proprietorships and partnerships are the default options if you do not make a choice for another entity. Because these structures do not offer limited liability protection, they are typically not the right fit new ventures.

Corporations offer enormous risk mitigation and ownership flexibility, but this flexibility can come with complexity (and expense).

So although there is no one-size-fits-all solution, many small businesses can be supported with an LLC. An LLC provides both liability protection and operational flexibility, making it a popular choice for small business owners. Typically, an LLC provides pass-through taxation for each of its "members" (owners). To learn more about the differences for each of these legal structures, check out Section 3 "Choose a business structure" https://www.business.wa.gov/site/alias__business/876/small-business-guide--start.aspx

In particular, take a look at the summary table, copied below for convenience.

## Register Your Washington State LLC

Visit the Washington Secretary of State website at https://ccfs.sos.wa.gov/

Select "Create or Register a Business", choose "I would like to form a Washington State business", select "WA Limited Liability Company" and check Defer Initial Report.

You will then be asked for a Unified Business Identifier (or UBI) - select No if you do not have one and it will be assigned.

Choose a Name

In the middle of forming your LLC, you need specify a name for your business that includes "LLC" (or some variant).

The name must contain the words "Limited Liability Company", "Limited Liability" and abbreviation "Co." or the abbreviation "L.L.C." or "LLC". The name is limited to a maximum of 255 characters. If you wish to use a name longer than 255 characters, your application must be filed in paper form instead of electronically.

There is an option that allows you to look up whether somebody else is already using this name in the state of Washington. Depending on the nature of your business, you may be OK as long as you avoid a direct hit.

Although not required to form your entity, you may want to spend some time seeing if you have a reasonable domain name you can associate with business. I use GoDaddy out of habit, but any domain name provider will work.

My best advice for choosing a name: pick something that you will feel comfortable telling people when you say "Hi, I am building X which helps Y when they have a problem of Z." Find a related domain name that is not terrible (and likely not great either). And if things go amazingly well, you can upgrade your business name and domain name at some point in the future. Alternatively, you can hire a trademark attorney and a brand specialist up front, but given how much businesses change in their initial stages that may end up as burnt money and effort.

### Complete the Submission

Fill in some basic information, likely choosing yourself as the Registered Agent, Executor, and Authorized Person, and you are ready to submit $200 to have a shiny new LLC (with an UBI).

## Registering Your Business in Bellevue

After you have created your Washington LLC, Bellevue business owners must also acquire a city business license.

  1. Go to FileLocal to apply for a Bellevue business license.
  2. Click on "Create Business Account"
  3. Set up New Business Account.
  4. Login to FileLocal with the newly created account.
  5. Click "Apply for a General Business License"
  6. Complete the application process by submitting payment.

Another $120 and you are off to the races.

Create Your Operating Agreement

Every LLC needs an Operating Agreement. There are a number of places where you can download a template. Alternatively, you can hire an attorney to hand craft a solution which might be important if you have some unique considerations. Assuming you are looking for a standard operating agreement, you can use a chatbot (e.g., that has been trained on previously hand-crafted operating agreements). Here is the output of one chatbot for a "single member operating agreement for Washington State":

Operating Agreement of [Your LLC Name]

  • Article I: Formation

    1. Name: The name of the Limited Liability Company ("LLC") is [Your LLC Name, LLC].
    2. Principal Office: The principal office of the LLC is located at [Your Business Address].
    3. Formation: This LLC was formed as a limited liability company pursuant to the laws of the State of Washington on [Formation Date].

    Article II: Member

    1. Sole Member: The sole member and organizer of the LLC is [Your Full Name], whose address is [Your Address].

    Article III: Purpose

    1. Business Purpose: The purpose of this LLC is to engage in any lawful act or activity for which a limited liability company may be organized under Washington law.

    Article IV: Duration

    1. Duration: The LLC shall continue until dissolved in accordance with this Agreement.

    Article V: Management

    1. Management of the LLC: The management of the LLC is vested in the member. The member shall have full authority to make all decisions and to control and manage the business and affairs of the LLC.

    Article VI: Capital Contributions

    1. Contributions: The member has contributed [Specify Contribution] to the LLC in exchange for a 100% membership interest.

    Article VII: Distributions

    1. Distributions: Distributions shall be made to the member at such times and in such amounts as determined by the member.

    Article VIII: Fiscal Affairs

    1. Fiscal Year: The fiscal year of the LLC shall end on the last day of December each year.
    2. Records and Reports: The LLC shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members.

    Article IX: Amendments

    1. Amendments: This Operating Agreement may be amended only by a written agreement signed by the member.

    Article X: Miscellaneous

    1. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Washington.

    In Witness Whereof, the member has executed this Operating Agreement on the date below.

    Date: [Date of Signing]

    [Your Signature] [Your Name, Member]


    Remember, this is a basic template and might need additional sections or specific clauses based on the nature of your business, local regulations, or personal preferences. Consulting with a legal advisor to tailor this agreement to your specific situation is recommended.

Get a Checking Account

In your operating agreement (above), you specified some amount of money that you used as initial capitalization. At a minimum, you should capitalize it with enough for your initial year's worth of likely expenses.

  • $200: Washington LLC Formation
  • $120: Bellevue License
  • $180: 1 year of Xero accounting software
  • $15: 1 year of Domain name
  • $150: 1 year of Google Workspace (email, Google Docs, etc)
  • $100: Wordpress Hosting at Bluehost
  • $240: ChatGPT
  • $240: Coffee Budget

The total of all these expenses is $1,225. This is just the beginning, and it's important to budget for additional expenses as well as unexpected costs that may arise as you establish and grow your business. It's wise to regularly review and adjust your budget as your business evolves.

Set Up Your Books

Xero: $15/month

I will revisit this page and fill out the details of how to set up your accounting so that it is easy to file all of your required taxes. Stay tuned!

Still To Do

  • Annual report. Washington requires LLCs to file an annual report on or before the last day of the anniversary month of the company’s incorporation. The cost is $69.

  • Submit Initial Report within 120 days. See RCW 23.95.255.

  • Pay Your Annual Taxes: see details at https://dor.wa.gov/file-pay-taxes/filing-frequencies-due-dates

  • Set up your website: subject of a future post.

  • Set up Google Workspace: subject of a future post.

If you are interested in more details of anything mentioned in this topic, email me using the link above or grab time from my calendar at meet.dyor.com. Good luck with your venture!

More Posts
How to Sell a Patented Invention: A Guide for Solo Inventors

How to Sell a Patented Invention: A Guide for Solo Inventors

Are you looking for a patent attorney to help you patent your idea? Or are you looking for tutorials to help you file your own patent application? STOP! Before investing time and money in patenting an invention, consider a Plan B: figure out who the future buyer is going to be first, and work backwards from this eventual patent sales to guide your patenting efforts.

Published Jun 8, 2024

Can You Patent Accessories and Improvements on Other's Products?

Can You Patent Accessories and Improvements on Other's Products?

Yes you can! In fact, most inventions can be seen as an improvement on the prior art. Let's jump into the details.

Published Apr 5, 2024

Writing a DIY provisional patent application

Writing a DIY provisional patent application

Let's cover the steps of filing provisional patent applications and how these patent applications can play a role in your licensing and sales efforts when you want to commercialization of your invention.

Published Feb 27, 2024

Patent Strategies for Bootstrapped Startups

Patent Strategies for Bootstrapped Startups

Maximizing Resources and Protection for early stage self-funded startups

Published Feb 24, 2024

Law for Startup Founders

Law for Startup Founders

I have spent the last 20 years trying to figure out how to bring product ideas to life: as an inventor with over 100 issued patents; as a patent attorney; and as a startup founder. This blog is focused on the legal issues that founders will face as they go from idea to prototype to operating company. If you have questions about your idea, invention, or startup company feel free to click "Ask Legal Question" at the top of the page. Good luck with your startup!

Published Feb 25, 2024

Understanding the Costs of Securing a Patent for Startups

Understanding the Costs of Securing a Patent for Startups

This post offers a detailed explanation of the financial commitments startups should anticipate when seeking to secure a patent, including government fees, attorney fees, and potential hidden costs. Essential for startup owners looking to navigate the intellectual property landscape effectively.

Published Apr 8, 2024

Patent Sales and Patent Licensing

Patent Sales and Patent Licensing

A Comprehensive Guide for Solo Inventors looking to commercialize their inventions.

Published Feb 26, 2024

The Art of Modern Patent Sales: Strategies and Considerations for Innovators

The Art of Modern Patent Sales: Strategies and Considerations for Innovators

In this essential read for inventors and entrepreneurs, we explore the facets of modern patent sales, shedding light on the types of inventions that stand out in the marketplace, the extent of commercialization needed, and the strategies to navigate these transactions successfully.

Published Mar 3, 2024

Navigating Early Challenges: Key Legal Issues for Startup Founders

Navigating Early Challenges: Key Legal Issues for Startup Founders

This blog post discusses the five most common legal challenges startup founders face in their first year, providing insights into intellectual property laws, agreements, and compliance necessities that can safeguard their ventures.

Published May 4, 2024

Key Legal Requirements for Your Startup's Website: Understanding EULA, Privacy Policy, TOS, and Cookie Policy

Key Legal Requirements for Your Startup's Website: Understanding EULA, Privacy Policy, TOS, and Cookie Policy

This blog post offers a comprehensive overview of the essential legal documents every startup website must include: End User License Agreement (EULA), Privacy Policy, Terms of Service (TOS), and Cookie Policy. Learn the importance of each and why they're crucial for compliance and protecting your business.

Published Mar 4, 2024

Writing and Filing Your Own Provisional Patent Application

Writing and Filing Your Own Provisional Patent Application

Getting a patent is expensive - but getting a designation of "patent pending" and establishing a filing date can be quite affordable.

Published Mar 6, 2024

Navigating Legal Waters: Top 5 Legal Issues Every Startup Founder Must Address

Navigating Legal Waters: Top 5 Legal Issues Every Startup Founder Must Address

This comprehensive blog post dives into the critical legal areas startup founders must be aware of, including intellectual property law, contracts, company structure, compliance requirements, and shareholder agreements. By integrating authoritative legal sources, we offer startups an invaluable guide to safeguarding their visions and ensuring a solid legal foundation for their business ventures.

Published Apr 16, 2024

Protecting Your Intellectual Property on Kickstarter with Provisional Patent Applications

Protecting Your Intellectual Property on Kickstarter with Provisional Patent Applications

Are you considering a Kickstarter campaign, and want to understand how this may impact your intellectual property (IP) rights? Read on to understand the implications of Kickstarter on your IP and evaluate strategies for safeguarding your invention using a provisional patent applications. Learn about the timing, costs, and benefits of the patenting process, enhancing your Kickstarter campaign's success while securing your intellectual property rights.

Published Apr 29, 2024

The Costs of Securing a Patent: A Comprehensive Guide

The Costs of Securing a Patent: A Comprehensive Guide

This blog post offers an in-depth understanding of the financial aspects involved in obtaining a patent, with emphasis on ensuring innovators are fully informed about potential costs and the value of legal support in the patent application process.

Published Mar 14, 2024

Patent Timing: When Should I file my Patent Application?

Patent Timing: When Should I file my Patent Application?

For startups, there is always more work to be done than can be done. Rigorous prioritization and delaying work until it must be done are essential skills. But how long can you hold off on filing for patent protection until it is too late? This blog post offers some guidelines about what factors to consider when determining when to file your patent application.

Published Apr 20, 2024

Search like a Patent Examiner

Search like a Patent Examiner

Let's jump into the patent searching using the United States Patent & Trademark Office's (USPTO's) very own search engine. This guide offers step-by-step instructions to help inventors and entrepreneurs take a first step in protecting their innovations.

Published Mar 27, 2024

Disclaimer: by reading this content, you agree that no legal relationship is created between you and Attorney Mesh or you and any attorney who publishes content on Attorney Mesh or any site powered by Attorney Mesh.