Dissolving an LLC in Washington isn’t rocket science, but you do need to file a Certificate of Dissolution with the Secretary of State. To officially close an LLC, the members have to vote to dissolve and then submit the Certificate of Dissolution—there’s no filing fee, which is a nice perk.
This step ends the company’s legal existence in Washington and cuts off future tax or reporting requirements. Before you file, make sure all business debts and taxes are paid up.
Washington asks for a Revenue Clearance Certificate to prove the LLC doesn’t owe any taxes. If you skip this, you could hit annoying delays or headaches down the road.
Step-By-Step Process to Dissolve an LLC in Washington
Dissolving an LLC in Washington means following state rules and your own company’s guidelines. You’ll need to review your legal documents, get member approval, file paperwork, and deal with debts or claims.
Review Your LLC’s Operating Agreement and State Requirements
Start by digging into your LLC’s operating agreement. It usually spells out how to dissolve the business, including voting rules or steps to follow.
Stick to these rules to avoid arguments or delays. Washington law also sets basic requirements for dissolution—what forms to file and how to do it right.
If you ignore these, you could face penalties or fail to close the business properly.
Obtain Member Approval for Dissolution
Before filing anything, the members have to agree to dissolve the LLC. Usually, this means holding a vote or meeting.
The percentage needed for approval depends on your operating agreement or state law if the agreement’s silent. Once you’ve got approval, write it down—Washington wants proof that everyone’s on the same page.
File the Certificate of Dissolution With the Washington Secretary of State
To make it official, file a Certificate of Dissolution with the Secretary of State. This form gives the state your LLC’s details and confirms you’re closing up shop.
There’s no fee for this in Washington, which is honestly refreshing. Just provide your Unified Business Identifier (UBI) number and follow the instructions—once it’s accepted, your LLC’s no longer active.
Notify Creditors and Settle Outstanding Debts
After you file for dissolution, let all creditors know the LLC is closing. This means suppliers, lenders—anyone the business owes money to.
Notifying them gives folks a chance to make claims before you split up the assets. Settle any outstanding debts or obligations so you don’t get hit with claims later.
Once debts are cleared, you can divide what’s left among the members. For more info about filing, check out the Certificate of Dissolution of a Limited Liability Company.
Final Tasks and Legal Considerations
Once you’ve filed the paperwork, there are still a few things to wrap up. You’ll need to settle tax matters, cancel licenses, and distribute whatever’s left.
Close Tax Accounts and Fulfill Final Tax Obligations
The LLC needs to file all final tax returns with both Washington and the IRS. That includes income, employment, and excise taxes.
Request a Revenue Clearance Certificate from the Department of Revenue to show you’re squared away on taxes. If you collected sales tax, file a final return and pay up.
Don’t forget payroll tax reports if you had employees. Leaving tax accounts open or taxes unpaid can lead to penalties or interest—never fun.
Cancel Business Licenses and Permits
Before you’re truly done, cancel all business licenses and permits from local, state, or federal agencies. This might be a city business license, health permit, or something industry-specific.
Usually, you’ll need to send in a written request or fill out closure forms. Hang onto those cancellation records just in case; leaving licenses active can rack up fees or legal problems.
Distribute Remaining Assets to Members
After debts and taxes are handled, split any remaining property or funds among the LLC members. Usually, you do this based on ownership percentages in the operating agreement.
Assets might be cash, equipment, or other property. Give members clear statements showing what they’re getting—this helps avoid arguments and makes sure everyone gets their fair share.
Using an LLC formation service
Dissolving an LLC in Washington? Yeah, it can get complicated fast. An LLC formation service takes a lot of that hassle off your plate.
These companies handle the paperwork and make sure you follow Washington’s rules. You won’t have to stress about missing a step.
Most services help with filing the Certificate of Dissolution. They fill out forms for you and send them to the Washington Secretary of State.
One option a lot of folks like is Bizee. It walks you through the whole process, step by step.
Bizee sends reminders and offers support, so you don’t trip up on the usual stuff people miss. Honestly, that’s a relief if you’re worried about making mistakes.
Why bother with a service like Bizee?
- Saving time on paperwork
- Reducing errors in filing
- Access to expert support
- Tracking the process from start to finish
If you’re busy or just not into legal forms, this route makes closing your LLC way less stressful. Sometimes, it’s worth paying for peace of mind, right?
