How To Close A Washington Business

How to Dissolve a Washington Corporation or LLC

If you are closing a business in Washington State, it’s a good idea to go through the red tape required to make it official. Otherwise, you could still be required to pay annual report fees and accrue late fees on top of that. The good news is that it costs nothing but time and postage to dissolve your business.

7 Steps to Dissolving a Washington Corporation:

  1. Submit a Revenue Clearance Certificate Application
    This form’s purpose is for the Department of Revenue to make sure that you’ve paid all your taxes before you close your corporation. If you find you have any outstanding taxes due, you’ll need to pay the Department of Revenue before closing your business.
    You can file the Revenue Clearance Certificate Application online, or by paper. Online filings are filed faster.
    Download: Revenue Clearance Certificate Application to file by paper.

    This what you’ll need to fill out your Revenue Clearance Certificate Application:

    • Your corporation name
    • Your EIN (federal tax ID number)
    • Your UBI number
    • Your Washington business addresses
    • Type of business
    • Successor name and address (if someone else will take over your business)
    • Name, phone number and email of contact person
    • Where you want the certificate sent
    • Signature of officer

    The only way to submit the Revenue Clearance Certificate Application is by email. If you’ve signed up for service with us, as your Washington registered agent, your application will be in your online account.

  2. Wait for processing
    Expediting is not available. It will take 10 business days for the Department of Revenue to process your application, unless there is a problem with your information and the DOR has to follow up with you. In that case, it could take longer for you to dissolve your Washington corporation.
  3. Fill out Articles of Dissolution
    You can download the Articles of Dissolution for domestic Washington corporations (or a Certificate of Withdrawal for foreign corporations) from the Secretary of State’s website. Keep this document on hand until the next step.Download: Washington Profit Corporation Articles of Dissolution or Application for Certificate of WithdrawalThe Articles of Dissolution ask for:

    • Your UBI number
    • Your corporation name
    • Your return mailing addresses
    • How the dissolution of the corporation was approved
    • Effective date
    • Signature of officer or chairman

    The Certificate of Withdrawal (for foreign corporations) asks for:

    • UBI number
    • Phone number
    • Name of the corporation
    • State or country where the corporation was formed
    • Statement surrendering authority
    • Forwarding address in home state or country
    • Signature of officer or chairman
  4. Attach the certificate
    When you receive the Revenue Clearance Certificate you applied for back from the Department of Revenue, attach it to your dissolution/withdrawal paperwork. Your filing will be rejected if you don’t attach the clearance certificate.
  5. Submit Articles of Dissolution
    Now you’re ready to submit your Articles of Dissolution/Certificate of Withdrawal to the Secretary of State. Thankfully, WA State doesn’t charge a fee to dissolve or withdraw your Washington company.
  6. Wait for processing
    Unfortunately, there is no online filing option, but you can expedite it for $50, ensuring a 2- to 5-day turnaround. If you don’t choose expediting, your filing could take up to a month or more.
  7. Inform your registered agent
    Cancel your service with us if necessary.

How to Form a Washington LLC as a Tax-Free Holding Company

Steps to Dissolving a Washington LLC:

You’ll need to complete the same steps to close a Washington LLC as you would a Washington corporation, except the form you need to file with the secretary of the state is different, as indicated below.

  1. Fill out your Certificate of Dissolution
    Use the Certificate of Dissolution for a domestic Washington LLC, and a Certificate of Cancellation for a foreign (out-of-state) LLC. Download Certificate of Dissolution (Domestic/WA) or Certificate of Cancellation (Foreign/Non Washington)

    The Certificate of Dissolution asks for:

    • The exact LLC name
    • Return mailing address
    • Signature and phone number of member or manager

    The Certificate of Cancellation (for foreign LLCs) asks for:

    • The exact LLC name
    • Return mailing address
    • Date the Certificate of Registration was filed
    • Forwarding address for service of process
    • Reason for cancellation
    • Signature and phone number of member or manager
  2. Submit your paperwork to the Washington Secretary of State
    There’s no fee for this paperwork—simply mail it in and wait for processing.

You don’t have to submit any paperwork to the Department of Revenue to close an LLC. However, it’s still a good idea to pay any remaining taxes.

If you want to form a new Washington Corporation or Washington LLC, we’d be happy to help you make that happen.