Key Takeaways

  • To dissolve an LLC in Washington, you must apply for a Revenue Clearance Certificate from the Department of Revenue and file Articles of Dissolution with the Secretary of State.
  • Both voluntary and administrative dissolution are possible; members, managers, or the court can initiate the process.
  • After dissolution, the LLC must complete “winding up” tasks like paying debts, distributing assets, and closing accounts.
  • Filing can be expedited for a fee, otherwise it may take 30 days or more.
  • Common mistakes include failing to notify creditors, neglecting final tax returns, or leaving licenses open, which can expose members to liability.

Knowing how to dissolve an LLC in Washington State starts with submitting the correct form to the Department of Revenue. This form is called a Revenue Clearance Certificate application. You have to submit this form because the state will need to make sure you are caught up on your taxes. If you aren't, then you can't close your corporation.

Applying for a Revenue Clearance Certificate

There are two ways a company can submit a Revenue Clearance Certificate application:

  • Online
  • By paper

If you are wanting to expedite the closing of your business, it is typically faster to file online. You can download the application from the Department of Revenue website.

Filing Articles of Dissolution in Washington

Once the Revenue Clearance Certificate is approved, you must file Articles of Dissolution with the Washington Secretary of State. This form officially ends your LLC’s existence. The filing can be submitted by mail, and if you choose expedited processing, you can include an additional $50 fee for quicker turnaround (generally 2–3 days). Standard processing may take 30 days or longer. Foreign LLCs that registered in Washington must instead file a Certificate of Withdrawal.

What Is Needed to Dissolve an LLC in Washington State?

You will need several pieces of information to dissolve an LLC, including:

  • The name of your company
  • Type of business
  • Your federal tax ID number, also known as an EIN
  • The name of your company's primary contact person as well as his or her email address and phone number
  • Your business's address
  • Address for where you want the certificate to be mailed to
  • Company's UBI number
  • Signature of a company officer

If someone is taking over your company, you need to submit the name and address of this person.

There is only one way to submit the application, and that is by email. You will have to wait for the processing to take place, which generally takes about 10 business days. Unfortunately, there is no expediting the actual processing of the application. In the event there is a problem with the information you submitted, there could be a delay in the amount of time it takes to process the application.

In addition to the application mentioned above, you will also have to complete an Articles of Dissolution form. You can download this form on the Secretary of State's website. If you are a foreign corporation, you will need to fill out a Certificate of Withdrawal in place of the Articles of Dissolution.

Once your Revenue Clearance Certificate has been processed and mailed back to you, you will then attach your Articles of Dissolution or Certificate of Withdrawal form to the Certificate and submit it to the Secretary of State. In the state of Washington, there is no fee to dissolve an LLC.

When you submit the correct paperwork to the Secretary of State, it can only be submitted by mail; however, you can expedite the processing for a fee of $50. Expediting the process usually dissolves the company in two to three days. If you do not want to expedite the process, it will likely take at least 30 days for the company to be officially dissolved.

Additional Legal and Financial Steps

Before dissolution is complete, the LLC should:

  • File final state and federal tax returns.
  • Cancel any Washington state business licenses and permits.
  • Notify creditors, vendors, and clients of the dissolution.
  • Close company bank accounts and credit lines.
  • Terminate leases, contracts, or service agreements tied to the business.

Completing these steps ensures that the LLC’s members and managers are not personally liable for overlooked obligations.

What Happens After Dissolution?

Once the dissolution has been approved, a company will still exist for a period of time. It is during this time period that final matters will be taken care of. It is usually best to have a company officer in charge of final matters to ensure everything is properly taken care of, including:

  • Collecting assets
  • Closing operations
  • Paying creditors
  • Dispersing remaining assets to the appropriate entities, such as shareholders and stakeholders

It is important that the person in charge of winding up the business be aware that he or she may be held personally liable for taking part in business activities that are not necessary for the company to shut down.

Winding Up vs. Dissolution

It’s important to distinguish between “dissolution” and “winding up.” Dissolution is the legal termination of the LLC with the state, while winding up refers to the process of handling final business affairs. Washington law requires winding up activities such as:

  • Collecting and liquidating assets.
  • Satisfying outstanding liabilities.
  • Distributing remaining funds or property to members according to the operating agreement.

Failure to properly wind up may expose members to lawsuits or creditor claims in the future.

Ways That an LLC in Washington State Can Be Dissolved

In the state of Washington, an LLC can be dissolved in one of three ways:

  • Judicially
  • Voluntarily
  • Administratively

Administrative Dissolution Risks

If an LLC fails to file annual reports or pay required fees, the Secretary of State may dissolve it administratively. While administrative dissolution ends the LLC’s good standing, it does not relieve members of debts or liabilities. Reinstatement may be possible within a limited time frame if the LLC corrects its deficiencies. Ignoring administrative dissolution can complicate future business opportunities and expose members to unnecessary risks.

Who Can Legally Dissolve an LLC in Washington State?

Only certain people can dissolve an LLC in the state of Washington. A manager can dissolve it as long as he or she has not been involved in wrongfully dissolving a different LLC. An LLC's members can also dissolve it as a group, or they can appoint a specific person to dissolve the company. If there are more than one group of members, then those who have contributed more than 50 percent of the company's value can dissolve it.

Common Mistakes to Avoid

Many business owners make errors that delay or complicate dissolution, such as:

  • Failing to include the Revenue Clearance Certificate with Articles of Dissolution.
  • Not notifying creditors or settling outstanding debts.
  • Forgetting to cancel licenses, permits, or tax accounts.
  • Overlooking federal tax requirements when distributing final assets.

Avoiding these mistakes helps ensure a smooth closure and protects members from future liability.

Frequently Asked Questions

  1. How long does it take to dissolve an LLC in Washington?
    Standard processing can take 30 days, while expedited filing with a $50 fee typically takes 2–3 business days.
  2. Do I need to notify creditors before dissolving my LLC?
    Yes. Notifying creditors and resolving outstanding debts protects members from future claims.
  3. Can I dissolve a Washington LLC online?
    Currently, the Revenue Clearance Certificate can be requested online, but the Articles of Dissolution must be submitted by mail.
  4. What happens if I don’t file Articles of Dissolution?
    Your LLC may remain active in state records, leaving members responsible for ongoing taxes, fees, or liabilities.
  5. Can a dissolved LLC be reinstated in Washington?
    Yes, administratively dissolved LLCs may apply for reinstatement by correcting deficiencies and paying any outstanding fees, but voluntary dissolutions are generally permanent.

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