Step 1: Agree to dissolve
Follow the LLC's operating agreement: most say what vote closes the company. Without one, Washington's default rules decide, which usually means the members' consent. Write the decision down, signed by the members or managers, and keep it with the company's records; Washington doesn't ask you to file it.
Step 2: Wind up the business
Winding up is the time between the decision and the final filing, when the LLC does only what closing requires:
- finish or hand off its contracts and stop taking new work;
- tell creditors, collect what customers owe, and pay its debts or set money aside for them;
- sell or distribute its property, then pay what's left to the members as the operating agreement says;
- cancel its licenses, permits and any trade name filings, and close its bank accounts last.
Step 3: File final tax returns
Not required for an LLC: the Department of Revenue clearance certificate applies to corporations only.
On the federal side, a multi-member LLC files a final Form 1065 (check the final return box), a single-member LLC reports its last year on the owner's return, and an LLC with employees files final payroll returns. The IRS doesn't cancel an EIN, but it will close the LLC's account if you write to it.
Step 4: File the Certificate of Dissolution with the Washington Secretary of State
What to file: Certificate of Dissolution. File online through the Corporations and Charities Filing System (Business Maintenance Filings, then Dissolution/Withdrawal), or by mail.
| Dissolving an LLC | Washington |
|---|---|
| What to file | Certificate of Dissolution |
| Fee | No fee. Online filing adds a processing fee; expedited service is $100 more. |
| How to file | File online through the Corporations and Charities Filing System (Business Maintenance Filings, then Dissolution/Withdrawal), or by mail |
| Tax clearance | Not required with the filing |
File online, or open the form or its instructions.
120 days after filing, the LLC can no longer be reinstated and is permanently dissolved. Close its Department of Revenue account separately.
Step 5: Keep the records
Keep the filed Certificate of Dissolution, the members' decision, the final returns and the records of what was paid and distributed. Tax records are usually kept for several years, and the filed document is what shows a bank, a landlord or a court that the LLC closed. On our sister site, the Washington company records show each company's status as the state's register lists it.
If you just stop filing
An LLC that stops filing its recurring report isn't closed: Washington eventually ends it administratively, but until then fees, penalties and any state tax keep adding up, and an administratively dissolved LLC can usually be reinstated, debts included. Filing the Certificate of Dissolution closes it on your terms and on the record. Washington's recurring filing, for reference: $70 each year (due by the end of the month the LLC was formed).
Sources
Read from the Washington Secretary of State's own pages and forms on October 10, 2026.
More for Washington
How to dissolve an LLC in Washington
- Vote or agree to dissolve, as the operating agreement provides, and record the decision.
- Wind up: finish contracts, notify creditors, pay debts and distribute what's left to the members.
- File final federal and state tax returns and close tax accounts.
- File the Certificate of Dissolution with the Washington Secretary of State (no fee).
- Keep the filed document and the LLC's records.
Common questions
How much does it cost to dissolve an LLC in Washington?
The Certificate of Dissolution has no state filing fee.
Can I dissolve an LLC online in Washington?
Yes. File online through the Corporations and Charities Filing System (Business Maintenance Filings, then Dissolution/Withdrawal), or by mail.
Do I need a tax clearance to dissolve an LLC in Washington?
No clearance certificate goes with the Certificate of Dissolution, but the LLC still files its final state and federal returns and closes its tax accounts.
What happens if I don't dissolve my LLC in Washington?
It stays on the register and keeps owing its recurring report, fees and any state tax until Washington dissolves it administratively, with penalties added. Filing the Certificate of Dissolution ends those obligations once the LLC has wound up.
What's the difference between dissolving and terminating an LLC?
Dissolving starts the end: the LLC stops ordinary business and winds up. Terminating is the end itself, when the state files the document that closes the LLC. In Washington one filing, the Certificate of Dissolution, closes the LLC once it has wound up.