How to Dissolve an LLC in Washington: Certificate, Fees

How to dissolve an LLC in Washington, in order

Washington's Secretary of State publishes a voluntary business closure checklist that is more complete than most states'. It treats closing as a voluntary legal act that permanently ends the entity's registration, including its Unified Business Identifier (UBI). For LLCs there is no tax clearance step; that applies only to corporations. The steps common to every state are in how to dissolve an LLC.

• Members approve the dissolution under the LLC agreement.
• Wind up: settle debts and contracts and distribute what is left.
• File the Certificate of Dissolution with the Secretary of State online or by mail.
• Close the Department of Revenue account, then file the final excise tax return by the 25th of the following month.
• Send the Employment Security Department its Business Change Form and final quarterly reports within 10 days, plus the final Paid Family and Medical Leave report.
• Cancel the workers' compensation policy with Labor and Industries and pay remaining premiums.
• Keep records for five years and export data before cancelling software.

Source: Washington Secretary of State: voluntary business closure

Filing the Washington Certificate of Dissolution

The Certificate of Dissolution for an LLC or PLLC can be filed online or sent by mail or in person. Online, the filing fee is $0, plus the online processing fee, which WAC 434-112-075 sets at $20 for every online filing except annual reports, registered agent statements, certificates and charity filings. You can add expedited priority for $100 at checkout; expedited filings are generally processed within three working days. Mailed and in-person filings pay no processing fee, and the fee schedule lists dissolution and withdrawal as no fee.

Know what the 120 days mean. 120 days after the certificate is filed, the LLC is no longer eligible for reinstatement or revocation and is considered permanently dissolved. Until then, a mistaken dissolution can still be undone. After it, the UBI and filing history cannot be reactivated.

This guide is general information, not legal or tax advice. Fees and forms change: confirm them with the agency before you file, and ask an attorney or accountant about your situation.

Source: Washington Secretary of State: LLC and PLLC filing resource page

Closing the Department of Revenue account

The Department of Revenue says the fastest way to close the account is online through My DOR; the paper route is the Business Information Change Form. The information is shared with Business Licensing, Employment Security and Labor and Industries where it applies, but each still has its own final filings.

After closing, complete an excise tax return and pay all outstanding taxes by the 25th of the following month. If the owners keep inventory for personal use and sales tax was never paid on it, use tax is due on it. Washington DOR also tells closing businesses to keep their records for five years.

Source: Washington Department of Revenue: close my account

Employment Security and Labor and Industries

Employers close the ESD tax account by sending the Business Change Form by email, mail or fax. The final quarterly unemployment tax and wage report is due within 10 days of closing the account, and ESD wants it even if there were no employees or no payroll that quarter. A final Paid Family and Medical Leave quarterly report is due too, and former employees' unemployment claims can still bring notices that need answers.

Labor and Industries runs workers' compensation in Washington. Cancel the policy, tell L&I if the business was a registered contractor or held permits, and pay outstanding premiums. Federally, the IRS expects a final return and final payroll filings.

Source: Washington Employment Security Department: closing your business tax account

Dissolving a Washington corporation: the revenue clearance

Corporations have one extra step that LLCs do not. A Revenue Clearance Certificate is required to dissolve a corporation registered in Washington, and the Secretary of State cannot process the voluntary dissolution until DOR issues it. A corporate officer signs the application, and DOR says a complete, accurate application is answered within ten business days.

The Articles of Dissolution themselves carry a $0 filing fee, plus the $20 processing fee when filed online. The Secretary of State warns that submitting them without the clearance certificate is a common reason for rejection. Federal steps include IRS Form 966 after the plan to dissolve is adopted; see how to dissolve a corporation.

Source: Washington Department of Revenue: revenue clearance certificate

Administrative dissolution and reinstatement in Washington

A Washington LLC that misses its annual report or loses its registered agent can be administratively dissolved. The Secretary of State is explicit that this is not a substitute for voluntarily dissolving: the business may still have tax and contract obligations that only a voluntary dissolution properly settles.

Reinstatement is available within 5 years of the administrative dissolution date. It costs $70 per missed annual report year for LLCs and other profit entity types, plus a $140 penalty fee, and an optional $100 expedite. Miss the 5-year window and the UBI cannot be used again.

Source: Washington Secretary of State: reinstate an LLC or corporation online

Withdrawing a foreign LLC from Washington

An LLC formed in another state files a Statement of Withdrawal to stop transacting business in Washington; the filing fee is $0, plus the $20 processing fee if filed online. If the LLC has dissolved or converted in its home state, Washington has a separate Statement of Withdrawal on Dissolution or Conversion. Either way, once the filing is accepted the UBI number can no longer be used, so close the DOR and ESD accounts in the same week.

Source: Washington Secretary of State: LLC and PLLC filing resource page

Washington records rules and exporting data

Washington DOR asks for five years of business records, which is longer than the federal 3-year baseline for most income tax records; employment tax records need at least 4 years. Keep the Certificate of Dissolution, the final excise return and the ESD confirmations together.

Export before you cancel subscriptions. Point-of-sale, payroll, accounting and support tools may delete data after an account closes. See export company records before closing and business records after closing.

Source: Washington Department of Revenue: close my account

Where the records may still have value

A Washington company that ran for years often holds software repositories, support transcripts, design reviews and operating procedures. AI developers license material like this under written terms, usually after personal information is removed. Whether an archive qualifies depends on volume, rights and quality, and it is only possible to check while the data still exists. See selling company data after closing.

Closing the company? Before you cancel software or delete files, find out whether its records are worth licensing: years of tickets, work orders, email and code can be. Get a free estimate of what your records could be worth.