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How To Withdraw A Foreign Washington LLC Or Corporation


Washington Secretary of State Certificate of Authority Cancellation Requirements and Instructions

Foreign LLC registered in Washington:

To withdraw or cancel your foreign LLC in Washington, you must provide the completed Certificate of Cancellation form to the Secretary of State by mail, fax or in person.

Foreign corporation registered in Washington:

To withdraw or cancel your foreign Corporation in Washington, you must provide the completed Application for Certificate of Withdrawal form to the Secretary of State by mail, fax or in person, along with a copy of revenue clearance certificate from the Washington Department of Revenue. The Secretary of State offers the Revenue Clearance Certificate Application on their Website, but you must mail it to the Department of Revenue.

Foreign Washington LLC or Corporation Withdrawal FAQ

How much does it cost to cancel your out of state registration with Washington?

To withdraw/cancel your foreign Corporation in Washington or foreign Washington LLC, there is no filing fee required.

Washington registered agent resignation may also be necessary.

Expedited service by fax or mail is available for a $50 fee. You must write “EXPEDITE” on the outside of your envelope if filing by mail. Any fax submission in Washington State is considered an expedited service request and will be charged as such.

Do you need a Washington Department of Revenue clearance first?

A Department of Revenue Clearance Certificate is required for withdrawal of a foreign corporation, but NOT for foreign LLC cancellation.

You will need to complete the Revenue Clearance Certificate Application and send it by fax or mail to the Washington State Department of Revenue, Audit Division, PO Box 47474, Olympia, WA 98504-7474. The fax number is (360) 586-7603. After the Department receives your completed withdrawal application, they will send a Revenue Clearance Certificate to you. Then you must attach the Revenue Clearance Certificate to your Application for Certificate of Withdrawal form that you send to the Secretary of State.

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

Because you are dealing with two Washington State departments, it takes approximately one month to receive your Revenue Clearance Certificate and another month for the Certificate of Withdrawal to be processed. Once you receive you tax clearance you may request expedited processing of your withdrawal, which will take about a week. The department of revenue doesn’t offer expedited service.

You will want to request a file stamped copy in your cover letter.

What agency do you need to file the withdrawal with?

Washington Secretary of State
Corporation Division
801 Capitol Way S
PO Box 40234
Olympia, WA 98504-0234
Phone: (360) 725-0377
Fax: (360) 664-8781 or (360) 664-0055
Website: Washington State Corporations Division

What happens if you don’t file a cancellation and just let your annual report filings go unfiled?

If you do not file your Washington State Annual Renewal, you will receive a written notice by mail warning you of your delinquency and pending revocation. If you do not respond to the Washington Secretary of State notice, your business will be administratively dissolved 60 days from the date on the notice. However, the revocation of a certificate of authority does not end the authority of the registered agent.

If you just don’t file an annual report, how long before you lose your Certificate of Authority or Registration?

If you don’t cure the delinquency of your annual renewal in 60 days from the date on the warning notice, the Washington Secretary of State will administratively revoke your company’s authority to do business in Washington. This will be approximately three months from the due date of your report.

What are the late fees and penalties to re-register if you didn’t file a withdrawal correctly?

Washington State charges a $25 delinquency fee if you are filing your annual renewal late. Once withdrawn or revoked, a foreign limited liability company or a foreign corporation will have to call (360) 725-0377 to learn your reinstatement fee and procedure, as it varies depending on how many renewals were missed ($69/year) and how much interest has accumulated, and also whether the foreign corporation owes the Washington State Department of Revenue any back franchise tax.

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