Closing Costs $20. Starting Again Costs $180.
Washington charges $20 to file the Articles of Dissolution, and $180 to form a new LLC. That nine-to-one gap is the number to keep in view whenever someone suggests letting an entity lapse and dealing with it later. Letting it lapse eventually means paying the higher number. Filings run through the Secretary of State's Corporations and Charities portal at sos.wa.gov, which also issues certificates of existence and supports apostille service for owners who need documents recognized abroad.
No tax clearance certificate is required before the Secretary of State will process a dissolution. So the timetable belongs to you, not to a second agency.
The annual report is the meter
Washington's annual report is $70, due at the end of the anniversary month, with a $25 late penalty. At $70 a year, it is one of the higher recurring charges in the region. That means a Washington entity kept open out of inertia is a more expensive habit than the same decision in a $20 or $25 state.
What the filing does and does not settle
Acceptance of the Articles of Dissolution ends the entity's existence on the corporate register, which is what RCW 25.15.265 does for a limited liability company and RCW 23B.14.020 and 23B.14.030 do for a corporation. Acceptance does not close tax accounts, cancel a trade name registration, end a registered agent engagement, or touch a registration in any other state. Those are four separate actions, each with its own counterparty. Each one left undone is a recurring cost or a live obligation.
The Washington Filing Sequence
| Item | Value |
|---|---|
| Form name | Articles of Dissolution |
| Filing fee | $20 |
| Tax clearance | Not required |
| Processing time | 5-10 business days |
| Filing agency | Washington Secretary of State |
No clearance queue means the sequence below runs on your own schedule, with the anniversary month as the fixed point.
Approve and record the decision
Member or shareholder approval is required. Washington's default rules give members per-capita voting and per-capita distributions, together with the default fiduciary duties. So an LLC with no operating agreement counts members, not capital. A corporation needs the board resolution recommending dissolution, then the shareholder vote. The consent should name the date, the approving parties, and the plan for distributing what is left.
Notify creditors and settle obligations
Write to known creditors, state a claims deadline, keep proof of delivery, and pay or provide for what is owed before any money moves to owners. This is the step that separates a clean corporate wind-down from a personal one.
File, then work the tail
Submit the Articles of Dissolution with the $20 fee: standard is 5 to 10 business days, or 1 to 2 business days with the $50 expedite. Afterwards, close every state tax account, cancel the trade name registration, and close licenses and permits. File final federal returns marked final, close the EIN account if it will not be reused, update the record, and end the agent engagement in writing.
Dissolve your Washington entity
We prepare the articles of dissolution, handle any clearance the state requires, and file it. Or keep reading and close it out yourself.
Three Washington Closures in Practice
In Practice 1: a single-member design LLC in Seattle
A solo product designer with a March anniversary month stopped taking work in January. Because Washington asks for no clearance certificate, the entire project was internal: a signed single-member consent, written notice to two suppliers with a 30 day claims deadline, final state tax account closure, and the $20 Articles of Dissolution, filed once the deadline passed. The Secretary of State accepted the filing in seven business days. Total state cost: $20. The $60 annual report due at the end of March never fell due.
In Practice 2: a Tacoma corporation with four shareholders
A marine services corporation with four shareholders and two officers closed after selling its equipment. The board adopted a resolution recommending dissolution, and the shareholders approved it in a documented vote. One annual report had been missed, so the record was brought current at $60 plus the $25 late penalty. The bank required a certificate of existence before releasing the final account balance, ordered at $20. With the $20 filing fee, the direct state cost was $125 across about five weeks. The corporation closed from a current record, not a delinquent one.
In Practice 3: a Washington LLC also registered in Texas and South Dakota
A four-member logistics LLC had registered in Texas and South Dakota to serve regional contracts. One member needed an apostilled certificate for a bank overseas. The order of operations mattered: the certificate of existence and its apostille were obtained while the entity was still active. Then the members approved the closure and the $20 Articles of Dissolution went in.
Texas and South Dakota each needed their own withdrawal. Texas keeps expecting a Franchise Tax Report, with a $50 penalty for each one missed. South Dakota keeps billing a $55 annual report with a $55 late penalty. Handling all three states together is what made the closure final.
Five Mistakes That Cost Washington Owners
Mistake 1: letting the anniversary month pass first
What it is: filing the dissolution a few weeks after the annual report date, instead of a few weeks before. Why it happens: the closure is treated as tidy-up work with no deadline attached. Consequence: $60 for a report on a business that has stopped trading, plus $25 if the report itself is then missed. Prevention: identify the anniversary month, and start the closure at least three weeks before its final day.
Mistake 2: mistaking "no clearance" for "no tax work"
What it is: assuming the tax side is finished because the Secretary of State never asks about it. Why it happens: nothing in the filing path raises it. Consequence: state tax accounts stay open, and keep generating filing obligations and notices for an entity that legally no longer exists. Prevention: close every state tax account, and file final returns marked final, in the same month as the dissolution.
Mistake 3: money out before notice out
What it is: distributing the remaining balance to members before creditors have been told in writing. Why it happens: with no clearance step to slow the process, Washington closures move quickly. Consequence: an unnotified creditor can pursue the members personally for the value of what they received. Prevention: dated written notice with a claims deadline, proof of delivery, and no distribution until the deadline has run.
Mistake 4: leaving the agent, trade name and other states running
What it is: dissolving in Washington while the agent renews, the trade name stays registered, and out-of-state registrations remain live. Why it happens: three renewal cycles owned by three different people. Consequence: a recurring agent bill for a dissolved entity, and full annual report obligations in every state where the entity is still qualified. Prevention: cancel the registered agent in writing, withdraw the trade name, and file withdrawals across the qualification list in the same cycle.
Mistake 5: assuming re-forming later will be cheap
What it is: letting an entity lapse on the theory that a new one can be spun up if the business restarts. Why it happens: formation is remembered as a small one-off cost. Consequence: Washington charges $180 to form. So an owner who lets the 36-month reinstatement window close pays nine times the dissolution fee, plus a new EIN, new licenses, and the loss of the original formation date on bank and vendor records. Prevention: dissolve deliberately for $20 while the option is still yours.
Penalties That Accrue on a Dormant Washington LLC
A Washington entity that stops filing accrues $70 for each missed annual report, plus a $25 late penalty -- $95 a year. Three years of silence is $285, and five years is $475, against just $20 to have filed the Articles of Dissolution at the start. Nothing about those charges depends on whether the business earned anything.
The state's response is administrative dissolution after roughly 24 months of non-compliance. That is not the same as a voluntary closure, and should not be treated as a free one. The public record shows the entity was struck for failing to file. That is the version an acquirer's counsel or a lender reads.
The agent appointment lapses. So a claim served on the last address of record can produce a default judgment that nobody defends. Personal guarantees behind leases, equipment finance and lines of credit are entirely unaffected by the entity's status. Members who took a final distribution ahead of known creditors remain reachable for what they received.
Washington allows 36 months from administrative dissolution to file an Application for Reinstatement. Reinstating means clearing every missed report and penalty first. So a three-year lapse costs roughly $275 to reinstate and then dissolve, against just $20 done on time. Past that window, the record cannot be revived, and the replacement entity costs $180 to form. Our Washington reinstatement service prices the reinstate-and-close route against a clean start before anyone commits.
How File.Business Handles Washington Dissolution
We confirm the anniversary month, so the $70 report isn't due mid-project. We draft the member or shareholder consent, prepare and serve creditor notices, and order any certificate or apostille while the entity is still active. We file the Articles of Dissolution with the $20 fee through the Corporations and Charities portal, adding expedite when needed. Then we close the state tax accounts, cancel the agent and trade name, and file withdrawals wherever the entity is registered elsewhere. See the Washington dissolution service, our dissolution page, or the compliance service for entities staying open.
Washington dissolution FAQ
How do I dissolve an LLC in Washington?
Sign a written member consent, notify known creditors and settle what is owed, then file the Articles of Dissolution with the Washington Secretary of State and the $20 fee. File.Business runs the whole dissolution as one project.
How much does it cost to dissolve a business in Washington?
The state fee is $20, or $70 with the $50 expedite. Any missed annual reports have to be brought current first, at $70 each plus a $25 late penalty per year.
Does Washington require tax clearance before dissolution?
No. The Secretary of State processes the Articles of Dissolution without a clearance certificate. State tax accounts still have to be closed separately, and final federal returns still have to be filed and marked final.
How long does a Washington dissolution take?
Standard processing runs 5 to 10 business days. The $50 expedite returns the filed document in 1 to 2 business days, when a lender, buyer or landlord has a dated requirement.
What does leaving a Washington entity open actually cost?
About $95 a year once a report is missed: a $70 annual report plus a $25 late penalty. Three dormant years accrue $255, and a replacement LLC costs $180 to form if the reinstatement window closes.
Can I get an apostilled certificate after dissolving?
Order it beforehand. Washington issues certificates of existence and supports apostille service for entities that are active. So get any document an overseas bank, investor or immigration file needs before the Articles of Dissolution go in.
Dissolve your Washington entity
We prepare the articles of dissolution, handle any clearance the state requires, and file it. Or keep reading and close it out yourself.
Filing in Washington specifically: Washington dissolution filing covers the current fee, the Corporations and Charities portal steps, and the exact document the Secretary of State expects.
This guide is written from the official sources below. Fees, forms, and deadlines change. Confirm the current requirement with the agency before you file.
Disclosure. File.Business is a private filing service, not a government agency and not a law firm. We prepare and submit filings at your direction. Nothing on this page is legal or tax advice. Filing fees, deadlines, and statutory references are current as of the last-updated date shown above, and they can change. Confirm current requirements with the relevant state agency before you file.
