How to Dissolve an LLC in Washington: Complete 2026 Guide

How to Form an LLC: Step-by-Step

1. 1

   Vote to Dissolve

   Your operating agreement governs how a Washington LLC authorizes its own dissolution, so read it first. It usually sets the voting threshold, states who may call the vote, and says whether written consent can replace a meeting. If the agreement never addressed dissolution, the default rules in Washington's LLC act supply the standard, and it is worth confirming that standard rather than assuming a simple majority is enough. Record the decision in writing: the date, the members who consented, the interests they hold, and a clear statement that dissolution was authorized. Single-member LLCs should keep the same record. That document is the authorization behind the state filing, the bank closures, and the distributions that follow.

   Pro tip: Decide at the same time whether you want the dissolution effective on filing or on a later date, and note it in the consent. Changing the effective date after the certificate is accepted is much harder than choosing it once.
2. 2

   File the Certificate of Dissolution with the Washington Secretary of State

   Washington charges no state filing fee for the LLC and PLLC Certificate of Dissolution, so the state fee is $0. A $20.00 online processing fee applies when you file through the Corporations and Charities Filing System, and the certificate can also be submitted by mail. Start from the Secretary of State's instructions at https://www.sos.wa.gov/corporations-charities/business-entities/online-filing-instructions/close-llc-pllc-lp-llp-lllp-online. Standard online review is typically finalized within five business days, a figure the Secretary of State publishes as an estimate rather than a guarantee. Optional expedited service costs $100 per entity and is generally processed within three business days. That $100 is an expedite charge, entirely separate from the $0 filing fee for the certificate itself.

   Pro tip: Pay for expedited handling only when a real deadline depends on it, such as a lease ending or a sale closing. With the base filing free, that $100 is pure optional spend.
3. 3

   Notify Creditors and Settle Debts

   Under RCW 25.15.301 a dissolved Washington LLC may give written notice to known claimants and set a claim deadline that may not be fewer than 120 days after the notice is received. Read that number correctly: it is the minimum window you must give creditors to submit claims, not a waiting period that delays your filing. Giving notice is optional, but it is what starts the claims bar and what protects members from claims raised later, so most owners send it. If you reject a claim, the claimant is barred unless suit is filed within 90 days of the rejection notice. Washington law does not require newspaper publication of a dissolution notice. Separately, RCW 25.15.309 bars a claim not brought within three years after the certificate of dissolution is filed.

   Pro tip: Track the 120 days from when each creditor receives its notice, not from one shared send date, and keep the delivery proof. The 90-day clock on a rejected claim runs separately again.
4. 4

   Close Washington State Tax Accounts

   File a final return for every Washington tax the LLC was registered for, then close the business license account with the Department of Revenue. The Secretary of State does not require any tax or revenue clearance from the Department of Revenue before you file the Certificate of Dissolution, so do not treat a clearance letter as a precondition. Closing the Department of Revenue account is still a separate task you have to do yourself, and skipping it is how a closed business keeps receiving filing notices. If you had employees, close the state employment and industrial insurance accounts as well. Mark every final return as final and use the correct short period rather than a full year you did not operate.

   Pro tip: Save the closure confirmation for each account. Washington runs the business license and the entity record as separate systems, so closing one proves nothing about the other.
5. 5

   Deactivate Your EIN with the IRS

   The IRS cannot cancel an EIN, but it can deactivate it once any outstanding returns are filed and taxes owed are paid. See the FAQ below for the letter and mailing addresses. File your final federal return before or alongside the deactivation letter: Form 1065 for a multi-member LLC, Form 1120-S if you elected S corporation treatment or Form 1120 if you elected C corporation treatment, each with the final return box checked, or the appropriate schedule on a member's personal return for a single-member LLC. An LLC taxed as a corporation also files Form 966.

   Pro tip: Send the deactivation letter certified and keep the receipt with your dissolution file.
6. 6

   Distribute Remaining Assets to Members

   Distributions come last, and the order is what protects members. Creditors and other liabilities are paid or provided for first, including obligations you can reasonably foresee such as a disputed invoice, a warranty claim, or a final professional fee. Only the remainder goes to members, allocated as the operating agreement directs and by ownership percentage if it is silent. Washington's three-year claim window under RCW 25.15.309 is a good reason not to strip the entity bare on day one: a claim can still arrive after the certificate is filed. Value non-cash property before transferring it, log who received what and when, and have members sign for their distributions.

   Pro tip: Keep a reserve sized to the risks you actually have, not to a round number. An LLC with one open warranty claim needs a different cushion than a consulting firm with no product liability.
7. 7

   Confirm Dissolution is Complete

   Check your LLC in the Secretary of State's business search and confirm the record reflects the accepted certificate. Washington adds a deadline worth marking: under RCW 25.15.294 the members have 120 days after the certificate of dissolution is filed to revoke the dissolution, and a revocation relates back to the effective date of the dissolution. That window governs undoing a dissolution the members chose. It is not the rule for an LLC the state dissolved administratively, which has a separate reinstatement route under RCW 23.95.615. Order a certified copy for banks, landlords, insurers, and payment processors, who want state-issued proof rather than your printout. Then keep one permanent file with the member consent, the accepted certificate and certified copy, creditor notices and delivery proof, final federal and Washington returns, tax account closure confirmations, and distribution records.

   Pro tip: Put the 120-day revocation deadline in your calendar the day you file. After it passes, undoing a voluntary dissolution is no longer on the table.

Winding-Up Checklist

• Cancel all Washington business licenses and permits

  The state business license and any city endorsements attached to it renew on their own schedule and keep billing after the entity record closes. Close the license account and cancel local endorsements with the issuing city.

• Close business bank accounts

  Close only after every check clears, card authorizations settle, and recurring debits are cancelled, and bring a copy of the accepted certificate of dissolution. An open account invites deposits into an entity that no longer exists.

• Cancel business insurance policies

  Give your carrier a written effective date and ask about unearned premium refunds. Ask specifically whether tail coverage is worth buying, since Washington leaves a three-year window for claims after the certificate is filed.

• Notify vendors, suppliers, and customers in writing

  A short notice with the effective date stops new orders, ends auto-renewing contracts, and tells customers where to send final questions. Keep a copy of each notice with the wind-up file.

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

  File the final federal and Washington payroll filings, issue W-2s to employees and 1099s to contractors, and close the state unemployment and industrial insurance accounts. Payroll accounts generate penalties faster than any other registration left open.

• Retain business records per Washington retention requirements

  Keep formation documents, the operating agreement, member consents, tax returns, and dissolution paperwork for at least seven years, which covers the usual federal and state audit windows and Washington's three-year claim period. Store a second copy off site.