How to Dissolve an LLC in Washington
A Washington LLC is dissolved when a statutory dissolution event occurs—most commonly written consent of all members for the standard voluntary-consent route. The LLC then winds up and may file a Certificate of Dissolution with the Washington Secretary of State. The current filing fee is $0. Washington LLCs do not need a Department of Revenue Clearance Certificate to dissolve.
For a standard voluntary Washington LLC closeout, document the dissolution event—typically written consent of all members—wind up the LLC, pay or provide for liabilities, close Washington tax/employer accounts that actually apply, and file the Certificate of Dissolution with the Secretary of State. The filing fee is currently $0.
- Filing authority
- Washington Secretary of State
- State filing
- Certificate of Dissolution
- Current state fee
- $0
- Default voluntary approval
- Written consent of all members
- Filing method
- Online, mail, or in person
- Effective date
- Filing date or up to 90 days later
- Revenue clearance
- Not required for LLCs
What Dissolving a Washington LLC Means
Washington separates the event of dissolution from the Secretary of State filing that gives public notice of it. Under RCW 25.15.265, an LLC dissolves when the first applicable statutory event occurs, including a dissolution date in the certificate of formation, an event stated in the LLC agreement, written consent of all members, certain last-member events, judicial dissolution, or administrative dissolution.
After dissolution, the LLC continues only to wind up its activities. RCW 25.15.297 expressly says the dissolved LLC may file a Certificate of Dissolution with the Secretary of State to provide notice that it is dissolved. Washington does not use a separate domestic LLC “articles of termination” filing after this process.
Before You File: Approve the Dissolution
Check the certificate of formation and LLC agreement first. If a specified dissolution date or governing-document event applies, document that event. For the standard voluntary-consent route under RCW 25.15.265(3), the statute requires written consent of all members.
Keep the written consent or other dissolution record with the company’s permanent records. This is not a generic majority-vote matter: RCW 25.15.121(2)(j) specifically lists dissolution under RCW 25.15.265(3) among actions requiring approval of all members.
Wind Up the Washington LLC
Under RCW 25.15.297, the people responsible for managing the LLC are generally responsible for winding it up. The LLC may preserve business or property for a reasonable time, prosecute or defend proceedings, transfer property, settle disputes, and perform other necessary acts. It must discharge liabilities, settle and close its activities, and marshal and distribute its assets.
Pay Creditors and Handle Liabilities Before Distributions
Washington requires a dissolved LLC to pay or make reasonable provision for its claims and obligations before distributing the remaining assets to members. RCW 25.15.305 covers known, contingent, conditional, and unmatured obligations and places creditor liabilities ahead of member distributions.
After filing a Certificate of Dissolution, the LLC may use Washington's optional known-claim procedure under RCW 25.15.301. Written notice can require a claim to be received by a deadline that is at least 120 days after the claimant receives the notice. A timely claim that is rejected can also be barred if the claimant does not sue within 90 days after receiving the rejection notice.
Do not invent a publication requirement. The current Washington LLC provisions reviewed here provide an optional written procedure for known claims. The Secretary of State's LLC dissolution filing instructions do not make newspaper publication a prerequisite to the Certificate of Dissolution.
File the Washington Certificate of Dissolution
The Washington Secretary of State uses the Certificate of Dissolution — LLC & PLLC for a domestic Washington LLC. The current required filing fee is $0. The Secretary's filing resource page provides online submission instructions and the fillable paper form for mail or in-person filing.
The filing identifies the UBI and LLC name and attests that the company is dissolved under RCW 25.15.265. Under the current Secretary form instructions, the filing may be effective on the date of filing or on a future date no more than 90 days after filing.
The Secretary also states that after 120 days from the accepted Certificate of Dissolution, the entity is no longer eligible for reinstatement or revocation and is considered permanently dissolved. That 120-day rule is different from the optional 120-day known-claim notice period under RCW 25.15.301.
Washington profit LLCs normally file a $70 annual report while active. The current LLC dissolution instructions do not state that a separate annual-report catch-up payment is a universal attachment to the $0 Certificate of Dissolution, so do not present one as a filing prerequisite unless the entity's record shows a separate status problem.
Close Washington Tax, License, and Employer Accounts Separately
A Washington Secretary of State dissolution does not by itself finish the Department of Revenue closeout. The Department of Revenue expressly says LLCs, PLLCs, LLPs, and LPs do not need a Revenue Clearance Certificate to dissolve with the Secretary of State. That certificate is required for corporations, not ordinary LLC dissolution.
Close the applicable Washington tax and business-license accounts through My DOR or by using the Business Information Change Form. DOR says that after account closure, the business must complete its excise tax return and pay outstanding taxes by the 25th of the following month. Use tax may also apply to inventory converted to personal use if sales tax was not previously paid.
If the LLC had employees, Washington Employment Security requires employers closing their unemployment tax account to submit the Business Change Form and a final quarterly tax and wage report within 10 days of closing the business tax account. A final Paid Family and Medical Leave quarterly report is also required where applicable.
Revenue-clearance distinction: do not attach or request a Washington Revenue Clearance Certificate merely because the entity is an LLC. DOR's current guidance explicitly says LLCs do not need one for Secretary of State dissolution.
What Happens After Washington Files the Certificate
The Certificate of Dissolution gives public notice of the LLC's dissolved status while the company completes or has completed its winding up. Keep the filed certificate, written member consent or governing-document record, final accounting, creditor records, DOR account-closure confirmation, final tax returns, employer closure records, and distribution records with the company's permanent files.
Remember the Secretary's separate 120-day permanence rule: after 120 days from the accepted dissolution filing, the business is no longer eligible for reinstatement or revocation and is considered permanently dissolved.
Close the Remaining Business Accounts
- Washington Department of Revenue: close applicable excise-tax and license accounts and complete final returns/payments.
- Employment Security Department: close the unemployment tax account and submit final quarterly reports if the LLC had employees.
- Licenses and permits: cancel state, city, county, professional, and industry registrations separately where required.
- Federal EIN: complete the IRS business-account closeout process where appropriate.
Common Washington LLC Dissolution Mistakes
- Assuming a majority vote is enough when using the statutory voluntary-consent route; Washington requires written consent of all members.
- Confusing the LLC process with corporation dissolution and unnecessarily requesting a Revenue Clearance Certificate.
- Filing the Secretary certificate but leaving My DOR, license, or employer accounts open.
- Distributing assets to members before paying or making reasonable provision for liabilities.
- Confusing the Secretary's 120-day reinstatement/revocation cutoff with the separate 120-day optional known-claim notice deadline.
Official Sources
Washington LLC Dissolution — FAQ
Ahmad Adil is the founder and CEO of LLC School. Use the official filing and tax-account sources linked in this guide for your LLC’s closeout. Requirements depend on the entity’s status and circumstances.
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