Dissolve a Washington LLC
Dissolving a Washington LLC is the process of legally terminating your business. Once your company is officially closed, you’ll no longer be able to conduct business within the Evergreen State.
It’s important to officially dissolve your Washington LLC with the state to reduce your personal liability. Failing to notify the state can leave you (and other members) unprotected against creditors, state penalties, and corporate identity theft.
Keep reading to learn how to dissolve a Washington LLC.
How to Dissolve an LLC in Washington State
To dissolve your LLC, you must do the following:
- Approve the dissolution internally. Typically, members must formally vote to approve the dissolution. For most companies, the procedure for voting on dissolution is outlined in their Washington LLC operating agreement.
- Wind up LLC affairs. Once you’ve decided to officially dissolve your Washington business, you’ll need to notify stakeholders, resolving outstanding financial obligations, and cancel all business licenses and permits. You’ll also need to handle final paychecks and unemployment insurance for employees.
- File a Certificate of Dissolution. Once you’ve voted and taken care of business affairs, you’ll submit a Certificate of Dissolution to the Washington Secretary of State to officially dissolve your company.
What information is required on the Certificate of Dissolution?
- UBI number
- Name of your LLC
- Effective date. If you wish to delay closing your LLC (up to 90 days), you may enter a specific date here.
- Signature of the person filing the Certificate of Dissolution.
How do I submit the Certificate of Dissolution?
You can file a Certificate of Dissolution by mail or online.
Mail:
Washington Secretary of State
Corporations & Charities Division
PO Box 40234
Olympia, WA 98504-0234
Online:
Washington Corporations & Charities Filing System
How long will it take to dissolve my Washington LLC?
The time it takes to dissolve your Washington LLC will depend on how you filed your Certificate of Dissolution.
- Online: 2-3 business days
- Mail: 7-10 business days
If you need a quicker turnaround, you can pay $100 for expedited service.
How much does it cost to dissolve an LLC in Washington state?
There is no filing fee for dissolving an LLC in Washington. However, if you file online, you will need to pay a $20 processing fee.
Washington LLC Dissolution FAQs
What happens after dissolving my Washington business?
Once your LLC is dissolved with the state, you’ll likely need to wrap up other business affairs, including:
- Notifying your Washington registered agent
- Canceling any business permits and/or licenses
- Closing company bank accounts and/or credit cards
- Distributing any remaining business assets
- Informing creditors and/or settling any business-related debts
Do I need to review my Operating Agreement before dissolving my Washington LLC?
Yes. Most operating agreements will outline the procedures for dissolving the business, including voting requirements, notification procedures for other members/managers, and asset distribution.
Note: Washington state law does not require you to review your operating agreement before dissolving your LLC. However, it is considered good practice.
Can I dissolve my Washington LLC if my business is no longer in good standing?
Yes, you can dissolve your LLC if your business is no longer in good standing (i.e., you failed to file a recent annual report or pay relevant state fees).
Do I need to obtain tax clearance before I dissolve my Washington LLC?
No, you do not need tax clearance to dissolve your Washington LLC.
Can I reinstate my Washington LLC after dissolution?
Yes, you can reinstate your Washington LLC after dissolution. However, your window to do so is small. If you wish to reinstate your Washington LLC, you must file a Certificate of Revocation of Dissolution (online only) within 120 days after dissolving your business. The filing fee is $30.
Once 120 days have passed, you will need to file a Certificate of Formation to form a new Washington LLC.