Have you decided to stop transacting business with your Washington limited liability company? The state of Washington legally requires all business entities to go through a formal dissolution process.
What does this process entail, and how does it differ for domestic and foreign entities? In this guide, we’ll answer all the tough questions about dissolving an LLC in the state of Washington.
What Does It Mean to Dissolve an LLC?
Dissolving a company is an official means of permanently closing your business. While filing the dissolution documentation with the state of Washington is certainly an important part of the process, it’s not the only step. You should also liquidate your business assets, settle any liabilities, and send legal notifications to anyone that had an interest in your company.
Keep in mind that if you fail to complete these steps, you as a business owner could be held personally liable for any outstanding debts or liabilities of your limited liability company. Now that we’ve discussed what exactly dissolving an LLC is, let’s dive into the details of how this process is carried out in the state of Washington.
How to Dissolve a Domestic Washington LLC
If your limited liability company is domestic to the state of Washington, the dissolution process involves the filing of a document called the Certificate of Dissolution. The information required to fill out this document includes:
- Your UBI#
- Name of your entity
- Attestation of the dissolution
- Return address for the filing
- Name, address, and signature of the individual authorized to complete the form
Unlike many states, Washington does not require a filing fee. However, if you want to have your filings expedited, you’ll need to pay a $50 fee. You can submit your document online, or you can print off a paper form to mail or hand-deliver it. If you choose not to file online, you can submit your form to the following address:
Office of the Secretary of State
Corporations Division
801 Capitol Way S
Olympia, WA 98504-0234
Typically, the Washington Secretary of State’s office processes business filings in the order they’re received, but if you pay the $50 expediting fee, they will process your filing in two business days. Or, if you drop off your forms in person, they’ll process them while you wait.
How to Dissolve a Foreign LLC in Washington
Do you need to dissolve a limited liability company based outside of Washington, but qualified to transact business within this state? There are actually two different processes, depending on the status of your LLC in your domestic state.
If your LLC is still active in your home state, the dissolution process for foreign LLCs in Washington starts with the filing of a Statement of Withdrawal of Foreign Registration. Like the Certificate of Dissolution, this form includes important information about the business in question. The Statement of Withdrawal is a two-page document, and it includes the following pieces of information:
- Your UBI#
- Affirmation of the following information
- Your entity no longer does business and withdraws its registration
- Your Revenue Clearance Certificate is attached (for nonprofit and profit corporations only)
- Revocation of your registered agent’s right to receive service of process
- Effective date (cannot be more than 90 days after the filing date)
- Address for service of process
- Return address for the filing
- Name, address, and signature of the individual authorized to file the form
If you are withdrawing your LLC from Washington because you dissolved or converted it into another entity in its domestic state, you will instead fill out the Statement of Withdrawal of Foreign Registration on Dissolution or Conversion form. This document requires the exact same information as the Statement of Withdrawal of Foreign Registration does.
Similar to the Certificate of Dissolution, the two different Statement of Withdrawal forms do not require a filing fee unless you choose to expedite for $50, and you can conveniently file them online. If you don’t want to file online, you can submit your forms to this address:
Office of the Secretary of State
Corporations Division
801 Capitol Way S
Olympia, WA 98504-0234
Just like with the domestic version of this filing, the state will process your filing in the order it’s received. If you expedite, you can expect it to take approximately two business days, or you can file in person and they’ll process your filing in roughly one hour.
What Else Do I Need to Know About LLC Dissolutions in Washington?
First off, it’s important to note that once your dissolution is complete, any business entity in Washington can claim your business name if they would like to use it. This is just one of many reasons that you should only dissolve your Washington limited liability company if you’re entirely certain that you’re done conducting business in this state.
You should also keep in mind that there are several scenarios that can lead to the state of Washington administratively dissolving your LLC. If you fail to file your annual report on time, your LLC will immediately lose its good standing with the state, and if you don’t file your report within 120 days following your due date, the Secretary of State will perform an administrative dissolution of your business.
If you want to reinstate your LLC after you’ve dissolved it, you have 120 days to do so. However, there is the risk that another business will claim the name you used in the meantime; you’ll need to check the name’s availability before reforming. Then, you can file a revocation of dissolution.
If you were administratively dissolved, you can still apply to be reinstated. Before you do, though, you’ll need to correct whatever caused the dissolution in the first place. This includes paying any delinquent annual report fees or other financial obligations.
Depending on the nature of your business, these steps could be just the tip of the iceberg for reinstatement, so it’s strongly advised to not dissolve your business unless you have no plans to transact business in Washington again.
Conclusion
Whether you’re dissolving a domestic or foreign limited liability company, the process isn’t complicated.
The filing of either of the two different Statement of Withdrawal of a Foreign Registration forms or a Certificate of Dissolution is essentially the same process.
Our final note in this guide is that you should make certain each step of the process outlined in this guide is followed closely, to avoid any unforeseen snags with your dissolution. We hope this article helped you to better understand the dissolution process for a Washington LLC!