How to Dissolve an LLC in Washington: Steps (2026)

Fact-checked by the LegalGlass editorial team against primary sources · Published Aug 6, 2026 · Last updated Aug 6, 2026

You dissolve a Washington LLC by filing a Certificate of Dissolution with the Washington Secretary of State, which has no filing fee. First, approve the dissolution and wind up the business - pay debts and distribute remaining assets - then file final B&O and sales tax returns and close your business license account with the Department of Revenue. Skipping these steps leaves annual report and tax obligations running.

Dissolution vs. Winding Up in Washington

Closing a Washington LLC is a two-part legal process under the Washington Limited Liability Company Act, RCW Chapter 25.15. First, the LLC is dissolved - the decision to stop carrying on business. Second, it is wound up - assets are collected, debts are paid, and anything left is distributed to members. Only after winding up is the entity's existence ended by filing the Certificate of Dissolution with the Secretary of State. Filing the certificate without doing the wind-up work leaves creditors and tax agencies with claims that can fall on the members. For the concept in general, see the national how to dissolve an LLC guide.

There are two ways a Washington LLC can be dissolved. Voluntary dissolution is the planned wind-down described on this page, initiated by the members and completed by filing the Certificate of Dissolution. Administrative dissolution is involuntary: the Secretary of State dissolves an LLC that fails to file its annual report or maintain a registered agent. Both end the entity, but only a proper voluntary wind-up protects the members by ensuring debts and taxes are handled in the correct order. If your goal is to close cleanly and avoid lingering liability, follow the voluntary process below rather than letting the state dissolve the LLC for non-compliance.

How to Dissolve a Washington LLC, Step by Step

The process has five practical steps. The order matters: settle obligations before you file the certificate.

1. Approve the dissolution. Follow your operating agreement's procedure, or the default rules in RCW 25.15, to authorize dissolution - usually a vote or written consent of the members. Record the decision in your minutes or a written consent.
2. Wind up the business. Stop new business, collect receivables, sell or distribute assets, notify known creditors, and pay or make provision for debts. Any remaining assets are distributed to members according to the operating agreement and RCW 25.15.
3. Settle Washington taxes. File your final B&O tax and sales tax returns and close your tax account with the Department of Revenue so no further liability accrues. Also handle any final federal returns and, if you had employees, final payroll filings.
4. File the Certificate of Dissolution. File the certificate with the Washington Secretary of State, typically online through CCFS. There is no filing fee; add $100 only if you need expedited service.
5. Close remaining accounts. Close your business license, cancel local endorsements and professional licenses, close bank accounts and credit lines, and cancel any DBA. Keep your records after dissolution in case of later claims or audits.

Cost to Dissolve a Washington LLC

Washington keeps dissolution inexpensive. The table below lists the fees involved. The Certificate of Dissolution itself is free; the real "cost" is settling taxes and debts before you file.

If your LLC was already administratively dissolved for missed reports, you may need to reinstate first (paying $70 per delinquent year) before filing a voluntary dissolution, depending on your situation.

Compared with the cost of forming an LLC, dissolution is cheap on paper - the Certificate of Dissolution has no state fee at all. The real expense sits in the obligations you must clear before and during winding up: final tax due, outstanding debts, any delinquent annual reports, and the time to notify creditors and distribute assets correctly. Budgeting for dissolution therefore means budgeting for those liabilities, not for a filing fee. See Washington LLC cost for the formation-side figures and how they compare.

Settling Washington Taxes Before Dissolution

Washington does not require a tax clearance certificate before you file the Certificate of Dissolution, but you should still close out cleanly with the Department of Revenue. File your final B&O tax return and any retail sales tax return, then close your tax registration so returns stop being expected. Because Washington has no state income tax, there is no state income return to file, but federal returns still apply. See Washington LLC annual report and taxes and the national business tax overview.

Registered Agent and Records After Dissolution

Keep your registered agent in place until the dissolution is complete, because claims and notices can still arrive during winding up. After dissolution, retain the LLC's books, tax records, and dissolution documents. Members generally remain protected from business debts they did not personally guarantee, provided the wind-up was done properly and assets were not distributed ahead of creditors.

Notifying creditors is a practical part of winding up. Providing known creditors with notice of the dissolution and a deadline to submit claims helps limit the LLC's exposure and gives the members confidence that assets can be distributed. Anything the LLC owns at the end - cash, equipment, receivables - should be applied first to debts and taxes, and only the remainder distributed to members in proportion to their interests, following the operating agreement and RCW 25.15. Rushing a distribution before liabilities are covered is the most common way owners lose the liability protection that made the LLC worthwhile in the first place.

Do not forget federal wind-down items. File a final federal return for the LLC's tax classification, issue final wage statements if you had employees, and close your federal payroll accounts. Your EIN is not cancelled, but the IRS will close the business account associated with it on request once final returns are filed. Keeping the paperwork organized now prevents headaches if a question arises years later.

Common Mistakes to Avoid

• Just walking away. Abandoning the LLC does not end it. The Secretary of State may administratively dissolve it, but unpaid B&O tax and penalties keep accruing until you formally close the tax account.
• Distributing assets before paying creditors. Members who take distributions ahead of creditors can be personally liable to repay them.
• Forgetting local licenses. City business licenses, professional endorsements, and permits do not close automatically.
• Missing the final tax return. An unfiled final return keeps your DOR account open and can trigger estimated assessments.

Reinstating Instead of Dissolving

If your LLC was administratively dissolved for a missed annual report but you want to keep operating, you can generally reinstate rather than start over. The Secretary of State's reinstatement process requires filing the missed annual reports and paying $70 per delinquent report year, plus any current fees. Reinstatement restores the LLC as if it had remained in good standing.

Choose deliberately between reinstating and dissolving. Reinstate if the business is still operating or holds assets, contracts, or a valuable name you intend to keep using - reinstatement is usually cheaper and simpler than forming a brand-new entity and re-registering everything. File a voluntary dissolution if the business has genuinely ended, because that is what stops future annual report and B&O tax expectations and gives creditors formal notice. What you should not do is leave the LLC in a dissolved-but-unresolved limbo, where tax accounts stay open and penalties can accrue while the entity does no business.

Foreign LLCs and Multi-Owner Considerations

If your LLC was formed in another state but registered to do business in Washington, you do not file a Washington Certificate of Dissolution to end the entity - you dissolve in your home state and withdraw your Washington registration, while still settling Washington taxes with the Department of Revenue. For a domestic multi-member LLC, confirm that the vote or written consent to dissolve meets both your operating agreement and the default thresholds in RCW 25.15, and document how remaining assets are split among members. Disputes over final distributions are far easier to avoid with a clear written record than to resolve after the fact. When ownership or structure is complicated, this is a point where advice from a licensed attorney or CPA is worth the cost. Compare entity choices at S-corp vs LLC if you are restructuring rather than fully closing.

Frequently Asked Questions

How much does it cost to dissolve an LLC in Washington?

There is no filing fee for the Certificate of Dissolution. Expedited processing adds $100 per entity. You must still settle any outstanding B&O tax, sales tax, and annual report obligations.

What form dissolves a Washington LLC?

The Certificate of Dissolution for a Limited Liability Company, filed with the Washington Secretary of State, usually online through CCFS.

Do I need a tax clearance to dissolve a Washington LLC?

No. Washington does not require a tax clearance certificate to file the Certificate of Dissolution, but you should file final B&O and sales tax returns and close your DOR account.

What happens if I just stop filing instead of dissolving?

The Secretary of State can administratively dissolve the LLC for a missed annual report, and unpaid B&O tax and penalties keep accruing. Formal dissolution ends those obligations cleanly.

Can I reinstate a dissolved Washington LLC?

Yes. Reinstate by filing the missed annual reports and paying $70 per delinquent report year, plus any current fees, through the Secretary of State.

Related

• How to dissolve an LLC (cluster hub)
• How to form an LLC in Washington
• Washington LLC annual report and taxes
• Washington registered agent requirements
• Washington LLC cost and filing fees
• How to get a business license in Washington
• What is an LLC?

Sources

1. Washington Secretary of State - Fee Schedule / Expedited Service (no fee for Certificate of Dissolution; $100 expedite; $70 per year reinstatement).
2. Washington Secretary of State - Reinstate an LLC Online (reinstatement process).
3. Washington Secretary of State - Annual Reports (delinquency and administrative dissolution).
4. Washington Legislature - RCW 25.15, Limited Liability Company Act (dissolution and winding up).
5. Washington Department of Revenue - Close my business (final returns and closing the account).
6. Washington Department of Revenue - Business & occupation tax (B&O tax obligations).
7. Washington Department of Revenue - Business licensing and renewals FAQs (closing a business license).
8. Washington Legislature - RCW 23.95, Uniform Business Organizations Code (registered agent during winding up).
9. IRS - Closing a business (final federal returns).
10. Legal Information Institute - Dissolution (Wex legal definition).

LegalGlass provides general information for educational purposes and is not a law firm or a substitute for advice from a licensed attorney or tax professional. Laws, fees, and thresholds change; verify current requirements with the Washington Secretary of State and Washington Department of Revenue before acting.