Knowing how to dissolve an LLC in Washington State starts with submitting the correct form to the Department of Revenue. This form is called a Revenue Clearance Certificate application. You have to submit this form because the state will need to make sure you are caught up on your taxes. If you aren't, then you can't close your corporation.

Applying for a Revenue Clearance Certificate

There are two ways a company can submit a Revenue Clearance Certificate application:

  • Online
  • By paper

If you are wanting to expedite the closing of your business, it is typically faster to file online. You can download the application from the Department of Revenue website.

What Is Needed to Dissolve an LLC in Washington State?

You will need several pieces of information to dissolve an LLC, including:

  • The name of your company
  • Type of business
  • Your federal tax ID number, also known as an EIN
  • The name of your company's primary contact person as well as his or her email address and phone number
  • Your business's address
  • Address for where you want the certificate to be mailed to
  • Company's UBI number
  • Signature of a company officer

If someone is taking over your company, you need to submit the name and address of this person.

There is only one way to submit the application, and that is by email. You will have to wait for processing to take place, which generally takes about 10 business days. Unfortunately, there is no expediting the actual processing of the application. In the event there is a problem with the information you submitted, there could be a delay in the amount of time it takes to process the application.

In addition to the application mentioned above, you will also have to complete an Articles of Dissolution form. You can download this form on the Secretary of State's website. If you are a foreign corporation, you will need to fill out a Certificate of Withdrawal in place of the Articles of Dissolution.

Once your Revenue Clearance Certificate has been processed and mailed back to you, you will then attach your Articles of Dissolution or Certificate of Withdrawal form to the Certificate and submit it to the Secretary of State. In the state of Washington, there is no fee to dissolve an LLC.

When you submit the correct paperwork to the Secretary of State, it can only be submitted by mail; however, you can expedite the processing for a fee of $50. Expediting the process usually dissolves the company in two to three days. If you do not want to expedite the process, it will likely take at least 30 days for the company to be officially dissolved.

What Happens After Dissolution?

Once the dissolution has been approved, a company will still exist for a period of time. It is during this time period that final matters will be taken care of. It is usually best to have a company officer in charge of final matters to ensure everything is properly taken care of, including:

  • Collecting assets
  • Closing operations
  • Paying creditors
  • Dispersing remaining assets to the appropriate entities, such as shareholders and stakeholders

It is important that the person in charge of winding up the business be aware that he or she may be held personally liable for taking part in business activities that are not necessary in order for the company to shut down.

Ways That an LLC in Washington State Can Be Dissolved

In the state of Washington, an LLC can be dissolved in one of three ways:

  • Judicially
  • Voluntarily
  • Administratively

Who Can Legally Dissolve an LLC in Washington State?

Only certain people can dissolve an LLC in the state of Washington. A manager can dissolve it as long as he or she has not been involved in wrongfully dissolving a different LLC. An LLC's members can also dissolve it as a group, or they can appoint a specific person to dissolve the company. If there are more than one group of members, then those who have contributed more than 50 percent of the company's value can dissolve it.

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