How to dissolve an LLC in Washington

What does it cost to dissolve an LLC in Washington?

The direct filing cost in Washington is small. The Secretary of State charges a modest fee to record a Certificate of Dissolution, often cited around $20, though the Corporations and Charities Division sets the current figure and there can be a difference between online and paper filing, so confirm before you file.

Washington has no state income taxwhich removes one common cost other states impose. The obligation that people miss instead is on the excise-tax side: the business and occupation (B&O) tax administered by the Department of Revenue. Closing that account and filing final returns is part of a clean dissolution. Compare Washington against other states in the main dissolution guide.

Fees and rules change; we confirm the current figures with the Secretary of State and the Department of Revenue before we file.

How do you dissolve an LLC in Washington, step by step?

The order matters. The most common Washington oversight is filing the dissolution with the Secretary of State while leaving the Department of Revenue account open behind it.

1. Vote to dissolve and record it. Approve the dissolution the way your operating agreement requires, and keep a short written record of the decision.
2. Wind up the business. Notify known creditors, settle or set money aside for debts, collect receivables, and distribute anything left to members. Handle debts before distributionsnot after.
3. File the Certificate of Dissolution. Submit it to the Secretary of State through the Corporations and Charities Filing System. This is the step that ends the entity with the state.
4. Close your Department of Revenue account. File final excise (B&O) returns and close the business account so Revenue stops expecting returns.
5. Close the IRS account. File final federal returns and send the IRS a letter to close the business account attached to your EIN.
6. Cancel everything else. City business licenses (Washington cities often license separately), permits, DBAs, and any foreign registrations in other states.

Which form do you file in Washington?

A Washington LLC files a Certificate of Dissolution with the Secretary of Statetypically through the online Corporations and Charities Filing System. That document ends the LLC's existence with the state. It is Washington's version of what many states call articles of dissolutionthe label differs, but the function is the same.

Filing this certificate is the state half of the job. It does not, by itself, close your Department of Revenue account or your IRS account, those are separate steps. Treating the Secretary of State filing as the whole process is the mistake that leaves a B&O account or a federal account quietly open.

Does Washington require tax clearance first?

Washington does not generally issue a pre-clearance certificate that the Secretary of State demands before accepting your Certificate of Dissolution. The tax obligation runs through the Department of Revenue instead: you close your business account and file final excise returns. Because there is no state income tax, there is no income-tax clearance letter, but the B&O account is real and does need to be closed. Confirm your account's standing with Revenue as part of winding up.

Closing your B&O tax account

Washington funds itself differently from most states. Rather than an income tax, it levies a business and occupation (B&O) tax on gross receipts, collected by the Department of Revenue through periodic excise-tax returns. If your LLC was registered for B&O, most active Washington LLCs are, you file final excise returns and formally close the Revenue account when you dissolve.

This is the single most-missed piece of a Washington dissolution. The Secretary of State can show your LLC as dissolved while the Department of Revenue account sits open, still expecting returns and potentially generating notices. Closing both is what makes the dissolution actually complete. Confirm the current process and any final-return requirements directly with Revenue, since procedures are periodically updated.

How long does it take in Washington?

The paperwork itself is quick, a day or two to prepare the Certificate of Dissolution. Online filings through the Secretary of State's system are often processed quickly, sometimes within a few business days; paper filings take longer. Closing the Department of Revenue account is a separate step with its own timing.

Confirm current processing times with the Secretary of State and Department of Revenue before relying on a date.

What about your EIN and final taxes?

Filing the Certificate of Dissolution closes the Washington entity. It does not touch your federal tax life. The IRS does not cancel an EIN, the number is permanent and never reassigned, so what you actually do is close the IRS business account behind it. The IRS will not close that account while final returns are outstanding, and the Washington filing gives the IRS no signal at all.

On the state side, file your final B&O returns and close the Department of Revenue account. Because Washington has no income tax, there is no state income return to mark final, but the excise account is the piece that keeps the state satisfied.

What if you never used the Washington LLC?

If the LLC never really traded and never registered for B&O, the job is lighter, often just the Certificate of Dissolution with the Secretary of State. If it never obtained an EIN either, a state-only dissolution is usually the whole job.

If it did register for B&O or obtained an EIN, you still have those accounts to close even if the business never earned anything. A specialist can confirm which route your facts put you in before you pay for anything.

Rather have it handled?

We prepare and file the Certificate of Dissolution, guide the final B&O returns and Department of Revenue closure, and, if your LLC ever had an EIN, close the IRS business account too. Two situations, two prices, a specialist call in both. If you're not sure which is yours, a specialist is on WhatsApp 24/7 and will tell you straight, even when the honest answer is the $99 or nothing at all.