How to Dissolve an LLC in Washington (2026)
You dissolve a Washington LLC by filing the Certificate of Dissolution with the Secretary of State. There's no filing fee for this form. Washington also skips the tax-clearance step for LLCs.
This page is for members closing a domestic Washington LLC by vote. If your LLC formed elsewhere and only registered here, you'll file a different form instead. That's covered in the FAQ below.
Quick Summary
- Read your operating agreement before you vote. Washington's default needs consent from every member instead of a majority.
- Notify known creditors before you distribute any assets. Washington gives them a minimum claim window before you can pay members.
- Close your Department of Revenue account on its own. The Secretary of State's dissolution filing doesn't do that for you.
Washington LLC Dissolution Quick Reference
Use this table to check the exact form, filing fee, expedited options and default rules before you close a Washington LLC.
| Detail | Information |
|---|---|
| Form name | Certificate of Dissolution |
| Filing fee | $0 (no filing fee) |
| Expedited options | $100 per entity (about 3 business days); $150 per entity same-day at the counter |
| Standard processing | Not published by the Secretary of State |
| Online portal | Corporations and Charities Filing System (CCFS) |
| Mail address | PO Box 40234, Olympia, WA 98504-0234 |
| In-person address | 243 Israel Rd SE, Tumwater, WA 98501 (or 960 Washington St, Cheney, WA 99004) |
| Notarization required | No |
| Tax clearance required (agency) | No for LLCs (Dept. of Revenue clearance applies only to corporations and nonprofits) |
| Online filing mandatory for | No mandate; mail, online and in-person all accepted |
| Short-form eligibility | Not applicable; one form covers all domestic LLCs |
How to dissolve an LLC in Washington: 6 steps
Want the general version instead? The hub guide covers how to dissolve an LLC in any state. The six steps below cover Washington's own rules, in order.
Step 1: Vote to Dissolve the LLC
Check your Washington LLC operating agreement first. Some agreements set their own vote rule. Others name a different trigger for closing. Washington's default rule applies if yours stays silent. Every member must then agree in writing before the company closes [1].
Hold a members' meeting and record the vote or written consent. You'll need that record when you file. The Washington Secretary of State's Corporations & Charities Division handles it.
Step 2: Notify Creditors
Send a written notice to each known creditor once you've voted to dissolve. The notice must explain what a claim needs and give a mailing address.
Set a claim deadline in that notice too. It must fall at least 120 days after the creditor receives the notice [2].
A claim that misses that deadline is barred for good. If you reject a claim you received on time, the creditor can still sue. They have 90 days from your rejection notice, or that claim is barred too.
Step 3: File Final Tax Returns and Close Your Tax Accounts
Washington skips the tax-clearance step for LLCs. Only corporations and nonprofits must get a Department of Revenue clearance certificate before they close.
Filing with the Secretary of State doesn't close your Department of Revenue account, and it doesn't cover any Washington LLC annual report you still owe either.
Submit a Business Information Change Form to the Department of Revenue, Labor & Industries and Employment Security instead. Then file a final excise tax return by the 25th of the next month.
Step 4: File the Certificate of Dissolution with the Secretary of State
File the Certificate of Dissolution once your vote and creditor notices are done. The Secretary of State charges no filing fee for this form.
Add expedited service for $100 if you want it processed in about three business days. Same-day service at the counter costs $150 instead. The Secretary of State doesn't publish a standard processing time for the regular filing.
No notary is required on this form. Washington also has no shortened version. One form covers every domestic LLC. File it online through the Corporations and Charities Filing System, by mail or in person.
Mail filings go to PO Box 40234, Olympia, WA 98504-0234. The main office is at 243 Israel Rd SE, Tumwater, WA 98501. The eastern branch at 960 Washington St, Cheney, WA 99004 also takes filings in person.
Choose an effective date when you file. Pick the date of filing, or a future date up to 90 days out. Once filed, your LLC becomes permanently dissolved 120 days later. It can't be reinstated after that.
Step 5: Distribute Remaining Assets
Once you've paid or set aside funds for known creditors, distribute what's left in order of priority. Pay creditors first, including any members or managers who are also creditors [3].
Pay members next if the LLC already owed them a distribution. Return each member's contributions last. Split any remaining balance by ownership share.
If the LLC's assets don't cover every claim, pay by priority order instead. Split what's left evenly among equal claims.
Step 6: Close Accounts and Cancel Licenses and Permits
Close your business bank accounts and credit lines once the certificate is filed. Assets should be distributed by then too. Keep a copy of the filed Certificate of Dissolution for your records.
Cancel any city or county business licenses and permits tied to the LLC. Confirm your Department of Revenue account shows closed too. Keep copies of every closure notice for your records.
What happens if you do not formally dissolve
Your Washington LLC doesn't close on its own. It stays on file with the Secretary of State, and you're still responsible for its state and tax filings until you file the Certificate of Dissolution.
Skipping the creditor notice and asset distribution steps doesn't protect you either. Members and managers can still face claims tied to the LLC's debts under the same priority rules described above.
FAQs
How Much Does It Cost to Dissolve an LLC in Washington?
It costs $0 to dissolve an LLC in Washington since the Certificate of Dissolution has no filing fee. Expedited service adds $100, and same-day service at the counter adds $150.
How Long Does It Take to Dissolve an LLC in Washington?
How long it takes to dissolve an LLC in Washington depends on the service you choose. Expedited service takes about three business days. Same-day service finishes the day you file.
Does Washington Require Tax Clearance to Dissolve an LLC?
No, Washington doesn't apply tax clearance rules to LLC dissolutions. Only corporations and nonprofits need a clearance certificate before they close.
Does Dissolving Your LLC Close Your Department of Revenue Account?
No, filing your Certificate of Dissolution doesn't close your Department of Revenue tax account by itself. That still takes a separate filing with the Department of Revenue.
How Does a Foreign LLC Withdraw From Washington?
A foreign LLC withdraws from Washington by filing a Statement of Withdrawal of Foreign Registration instead of the domestic Certificate of Dissolution. It carries no filing fee either, though expedited service adds $100.
Is Online Filing Required to Dissolve an LLC in Washington?
No, online filing isn't required to dissolve an LLC in Washington. You can mail the Certificate of Dissolution or bring it to either Secretary of State office instead.
References:
- https://app.leg.wa.gov/rcw/default.aspx?cite=25.15.265
- https://app.leg.wa.gov/rcw/default.aspx?cite=25.15.301
- https://app.leg.wa.gov/rcw/default.aspx?cite=25.15.305
