How to Dissolve an LLC in Washington: Complete 2026 Guide

How to Form an LLC: Step-by-Step

1. 1

   Vote to Dissolve

   Washington LLCs must follow their operating agreement's dissolution procedures. If no operating agreement exists, Washington law requires unanimous consent from all LLC members to dissolve. Document this decision in writing with meeting minutes or a written consent resolution signed by all members. Include the effective date of dissolution and the reason for dissolving.

   Pro tip: Keep detailed records of your dissolution vote. The Washington Secretary of State may request proof that proper procedures were followed when you file your Certificate of Dissolution.
2. 2

   File Certificate of Dissolution with the Washington Secretary of State

   Submit the Certificate of Dissolution form to the Washington Secretary of State along with the $30 filing fee. You can file online at https://www.sos.wa.gov/corps/llc.aspx for faster processing, or mail a paper form. Processing times vary depending on the filing method and current workload. The certificate must include your LLC's name, date of dissolution, and a statement that dissolution was authorized.

   Pro tip: Filing online typically results in faster processing than mailing paper forms. Keep a copy of your filed Certificate of Dissolution for your records and any future reference needs.
3. 3

   Notify Creditors and Settle Debts

   Washington law requires you to notify known creditors of your LLC's dissolution, though the specific notice period varies by state statute depending on the type of creditor and debt. Send written notice to all creditors, including the dissolution date and instructions for submitting claims. Pay all outstanding debts and obligations before distributing remaining assets to members.

   Pro tip: Create a comprehensive list of all creditors, including suppliers, lenders, landlords, and service providers. Consider setting aside funds for potential unknown claims that might arise after dissolution.
4. 4

   Close Washington State Tax Accounts

   File your final Washington state tax returns with the Department of Revenue and close all state tax accounts. This includes business and occupation (B&O) tax, sales tax, and any other applicable state taxes. While Washington doesn't require formal tax clearance for dissolution, ensure all tax obligations are satisfied to avoid future complications.

   Pro tip: Contact the Washington Department of Revenue directly to confirm all tax obligations are satisfied and to formally close your tax accounts. Request written confirmation when possible.
5. 5

   Cancel Your EIN with the IRS

   Send a letter to the IRS to cancel your Employer Identification Number (EIN). Mail your letter to: Internal Revenue Service, Cincinnati, OH 45999. Include your LLC's legal name, EIN, business address, and the reason for closing (dissolution). Also file your final federal tax return (Form 1065) and send final K-1s to all members.

   Pro tip: Send your EIN cancellation letter via certified mail to create a paper trail. The IRS doesn't issue confirmation letters for EIN cancellations, so keep your certified mail receipt as proof.
6. 6

   Distribute Remaining Assets to Members

   After paying all debts and obligations, distribute remaining LLC assets to members according to your operating agreement or, if none exists, according to each member's ownership percentage. Washington law requires debts and obligations to be paid first, then any liquidation preferences, followed by return of capital contributions, and finally profits distributed per membership interests.

   Pro tip: Document all asset distributions with written agreements signed by all members. This creates clear records and helps prevent future disputes about who received what during dissolution.
7. 7

   Confirm Dissolution is Complete

   Verify that your Certificate of Dissolution has been processed and your LLC is officially dissolved by checking the Washington Secretary of State's business database. Keep copies of all dissolution documents, final tax returns, and asset distribution records. Your LLC's legal existence ends once the Certificate of Dissolution is filed and accepted.

   Pro tip: Retain all dissolution-related documents for at least seven years in case of future audits or legal questions. Store digital copies in multiple locations for safekeeping.

Winding-Up Checklist

• Cancel all Washington business licenses and permits

  Contact each licensing agency that issued permits to your LLC and formally cancel them. This prevents ongoing fees and compliance obligations.

• Close business bank accounts

  Close all business bank accounts after paying final debts and distributing remaining funds to members. Obtain final account statements for your records.

• Cancel business insurance policies

  Cancel general liability, property, and other business insurance policies. You may be entitled to refunds for unused coverage periods.

• Notify vendors, suppliers, and customers in writing

  Send formal written notice to all business relationships about your LLC's dissolution and the effective date. Include instructions for final invoicing or payments.

• File final payroll tax returns and W-2s (if you had employees)

  Submit final quarterly payroll tax returns to the IRS and Washington state, and distribute final W-2s to employees by January 31.

• Retain business records per Washington retention requirements

  Keep tax returns, financial records, and dissolution documents for at least seven years. Store contracts and legal documents permanently.