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How to Dissolve a Washington Corporation

How do you dissolve a Washington Corporation?

To dissolve your domestic corporation in Washington State, you submit the completed Articles of Dissolution form to the Secretary of State by mail, fax or in person. You will need to attach a Department of Revenue Clearance Certificate to your completed Articles of Dissolution.

A dissolved corporation may not carry on any business except as appropriate to wind up and liquidate its business and affairs. Filing of Articles of Dissolution does not terminate the authority of the registered agent.

Washington Corporation Dissolution FAQ

Is there a filing fee to dissolve or cancel a Washington Corporation?

There is no filing fee for dissolving your Washington corporation, if submitted by mail or in person. However you may request expedited service or fax file your articles of dissolution for $50.

Do you need a Department of Revenue clearance before the Washington Secretary of State will accept your dissolution?

Yes, a Department of Revenue Clearance Certificate is required for dissolution of a Washington Corporation. You will need to complete the Revenue Clearance Certificate Application and mail it to Washington State Department of Revenue, Audit Division, PO Box 47474, Olympia, WA 98504-7474, or fax it to (360) 586-7603.

The Department of Revenue will check your tax status and process your application. If your franchise taxes are current, they will send a Revenue Clearance Certificate to you. Then you attach the Revenue Clearance Certificate to your Articles of Dissolution form and deliver it to the Secretary of State. The Revenue Clearance Certificate Application is located on the Secretary of State Website at the link below.

How long does it take the state to process the filing?

The Washington Department of Revenue could take up to a month to furnish you with your tax clearance certificate. It will take the Washington Secretary of State approximately the same amount of time to process the dissolution once they receive it. You may fax file it or request expedited service from the Secretary of State for one week processing. The Department of Revenue offers no expedite options.

How long before someone can take your business name?

The day after a company is dissolved, the business name can be requested by another entity.

A corporation may revoke its dissolution within 120 days of its dissolution date. You will need to call to make sure the business name has not already been taken by another entity. If the name is unavailable, file Articles of Amendment to change to a new corporate name. Pay the filing fee and attach the amendment to your revocation of dissolution.

What is the penalty if you do not dissolve properly and just don’t file your annual reports?

The Washington Secretary of State will administratively dissolve a corporation or LLC in approximately three months if you just ignore your annual renewal filing and fee. You can regain your good standing prior to the administrative dissolution by filing and paying the annual renewal ($69) and the late penalty ($25). Once your corporation is administratively dissolved you must call the Secretary of State at (360) 725-0377 to find out what the fees and reinstatement procedure is for your company. There is no reinstatement form furnished on the Website. An administratively dissolved corporation in Washington is eligible for reinstatement for five years after the dissolution.

Tax Clearance Application:

Washington State DOR Revenue Clearance Certificate Filing Form

If you’d like help establishing another company, you may find our incorporation filing service and Washington registered agent service helpful. We provide all the forms and filing instructions you may need in your online account, or you can just hire us to do the filing for you.

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