How to Dissolve an LLC in Washington State: Forms and Fees

Washington LLC Dissolution at a Glance

Dissolving an LLC in Washington State means filing a Certificate of Dissolution with the Secretary of State, which costs $0 before the online processing fee. No tax clearance is required for an LLC. After the filing, the business closes its Department of Revenue account, files a final excise tax return, and closes its Employment Security and Labor & Industries accounts.

Our guide to how much it costs to dissolve an LLC sets Washington's $0 beside what other states charge.

The Core Steps to Dissolve an LLC in Washington State

The core steps to dissolve an LLC in Washington State run in the order the Secretary of State lists them, and the certificate comes before any tax account. Most owners assume a tax clearance has to come first, which is true for a Washington corporation and not for an LLC. Have your operating agreement and your Unified Business Identifier (UBI) number on the desk for the first two steps.

1. Record the members' decision to dissolve. The Certificate of Dissolution asks an authorized person to attest, under penalty of law, that the LLC is dissolved under Washington's LLC law. Your operating agreement says who has to approve that decision, so get your members' approval in writing before anyone signs, while everyone remembers it the same way.
2. File the Certificate of Dissolution with the Secretary of State:
   • Online, log in to the Corporations and Charities Filing System, choose "Business Maintenance Filings", then "Dissolution/Withdrawal", and search for your LLC by name or by its UBI, the number Washington assigned to your business.
   • Pick your effective date. The default is the date the Secretary of State completes your filing, and the paper form accepts a later date up to 90 days out.
   • By mail or in person, you send the completed PDF form to the Corporations and Charities Division, whose address is printed on the form.
   • Add $100 if you want your filing expedited.
3. Close your Department of Revenue account. You can close the account online in My DOR, which the department calls the fastest way, or on paper with the Business Information Change Form.
4. File your final excise tax return. The Department of Revenue asks for your return, and payment of any outstanding taxes, by the 25th of the month after you close the account.
5. Close your employer accounts. An LLC with an employer account sends the Employment Security Department its Business Change Form and final quarterly reports, and closes its workers' compensation account with the Department of Labor & Industries.

It's easy to assume that submitting the paperwork means it's completed. Your filing is accepted once the filed documents appear in the "Notices and Filed Documents" folder of your online account. Any correction request from the Secretary of State's staff comes by email. Starcycle prepares and files the state dissolution paperwork for you, tracks the dates that follow, and keeps your confirmations in one place.

The steps every state shares are in our guide to how to dissolve an LLC. Start there too if your LLC was formed in another state and you want to close it.

The Common Misunderstanding About Dissolving an LLC in Washington State

Most business owners believe that dissolving an LLC in Washington State is just filling out a form. Washington makes that easy to believe, with a free form and no tax clearance. The certificate ends your LLC's registration with the Secretary of State, while your tax and employer accounts stay open until you close each one. The Department of Revenue uses the same UBI number the Secretary of State does, so one number can read like one account.

Simply deciding to stop operating doesn't end the company's registration either, and the annual report stays due until the certificate is filed. An LLC that stops filing it is first marked delinquent and then administratively dissolved by the Secretary of State, which can look like the same result. The office says plainly that administrative dissolution is not a substitute for voluntarily dissolving, because the business may still have legal, tax or contractual obligations. If you're shutting your business down for good, the fix is the filing above, which still costs $0.

The filing also becomes permanent on a date you can work out in advance. In the Secretary of State's words, 120 days after the certificate is filed the LLC "is no longer eligible for reinstatement or revocation and is considered permanently dissolved." Its UBI number and filing history cannot be reactivated after that. Put the 120th day on your calendar when you file.

Washington Tax Accounts and Licenses to Close

You close your Washington tax accounts and licenses agency by agency, starting with the Department of Revenue, which shares your closure with the Business Licensing Service, the Employment Security Department and Labor & Industries. It's natural to assume that sharing covers the paperwork too, but the department passes along the news, and each agency still expects its own final report. Nobody feels like filing final reports for a business that has already stopped.

The Department of Revenue's closing instructions add a few items:

• Use tax is due on inventory you keep for personal use, if sales tax was not paid on it.
• Your records outlast the LLC: the department says to keep them for five years.
• If your city is not on the department's list of city endorsements, you contact that city directly about its license.

Confirm the full list of final returns with your CPA, since your filings depend on how the LLC is taxed and whether you had employees. If you have debt, talk to your lawyer.

Federal Steps After the State Filing

The federal steps are the same in every state: you file a final federal return for the year the business closes, and final employment tax returns if you had employees. Our guide to closing a business with the IRS lists the forms by entity type. Once those are filed and paid, you can ask the IRS to deactivate the EIN, the federal tax ID number, and the letter to send is covered in how to cancel an EIN.

LLCs Registered in More Than One State

An LLC registered in more than one state files a withdrawal in each state where it registered as a foreign entity, in addition to the dissolution in its home state. Each of those states has its own form, fee and tax accounts, and the checklist above repeats once for each.

An LLC formed in another state and registered here files a Statement of Withdrawal with the Washington Secretary of State instead of a Certificate of Dissolution, and that filing fee is also $0.

Where to Start

Start with your members' decision and a closing date, because your certificate, your Department of Revenue closure and your final reports all follow from the day the business stops. A $0 filing can mislead you into thinking the whole job is that small. The hard part is keeping several agencies' forms and dates straight while you're closing out customers, vendors and a bank account.

You can take that part off your plate. Starcycle prepares and files the Certificate of Dissolution, tracks the key dates and your contract and subscription cancellation timelines, and coordinates final tax returns with a partner CPA or your own. We can also make intros to lawyers and accountants. Get started when you're ready.

Frequently Asked Questions

Is a Certificate of Dissolution the same as Articles of Dissolution in Washington?

A Certificate of Dissolution and Articles of Dissolution are two different Washington forms. The certificate is for an LLC or professional LLC, and the articles are what a Washington corporation files. A corporation also has to attach a Revenue Clearance Certificate from the Department of Revenue, which the department says it issues within ten business days of a complete application. If you're closing a corporation, start with our guide to how to dissolve a corporation.

Can a dissolved Washington LLC be reinstated?

A dissolved Washington LLC can be reinstated only within a window that depends on how it was dissolved. An LLC that the Secretary of State administratively dissolved can file a reinstatement within five years, at a fee of $140 plus every missed annual report fee. An LLC that filed its own Certificate of Dissolution is no longer eligible for reinstatement 120 days after the filing.

Do you have to cancel a trade name when you dissolve an LLC in Washington?

A trade name is canceled separately from the LLC, with the Department of Revenue. The department says a trade name stays registered indefinitely or until canceled, and that canceling one is free. You can cancel it online in My DOR or on the Business Information Change Form, using your UBI number.