If necessitated by a difficult business environment, the decision to figure out how to dissolve an LLC in Washington might not have been an easy one for you. It marks the end of a journey, one that began with hopes and dreams of taking the business to new heights. Whether it’s because of that or you’re dissolving the LLC simply because it has achieved its purpose, you must do so with care so that there are no problems in the future. 

Let’s look at all the steps you need to follow to begin the dissolution process and see it through. Different states have different processes that they require LLC owners to follow. That’s the case in Washington as well. By going through the process based on the steps highlighted below, you can move forward with the LLC dissolution in an effective manner.

Understanding LLC Dissolution in Washington

Anyone who wants to wind up their business entity will need to go through the LLC dissolution process. It’s the formal process through which you notify the state that you wish to terminate the existence of the entity. 

You’ll usually be required to file paperwork as well as pay a filing fee for the Secretary of State to process your application. There may also be state-specific regulations, such as seeking a vote from all members of the LLC or settling any debts to known creditors first before the application is made. 

Why Dissolve an LLC in Washington?

Your reasons for dissolving your Washington LLC may be entirely different from the next person. For example, if your LLC was set up to manage a specific investment property, and now that property has been sold, this is the triggering event for its dissolution. 

Maybe your business continues to make a loss and it’s no longer feasible to keep running it as such, therefore, the challenging business environment will force your hand and make you want to dissolve the LLC. 

How to Dissolve an LLC in Washington in 7 Steps

It’s important to make the filings properly so that there are no hiccups when your application for dissolution is being processed. Study all the steps provided in this guide very carefully. Double-check all your paperwork before submission so that the possibility of errors can be eliminated. You can make the process go very smoothly with just a bit of due diligence. 

1. Review Your LLC’s Operating Agreement

Think of an LLC’s operating agreement as its blueprint. This is the document that highlights many of the processes that must be followed for tasks such as decision-making, dispute resolution, and of course, dissolution. It’s important to carefully study the operating agreement of your LLC to figure out if it requires you to make any specific steps before proceeding with the dissolution. 

The operating agreement is also where you’ll find the triggering events that will lead to the dissolution of the LLC. In the aforementioned example, the sale of the investment property would be mentioned as the triggering event in the operating agreement. It will also provide the method and manner in which this process is to be carried out. For example, if notices need to be provided to all members for a meeting to call a formal vote for the dissolution. 

2. Vote to Dissolve an LLC

You may be required to call a formal vote from all members of the LLC who are eligible to vote in order for the dissolution to be approved. You must give members notice so that they can ensure their participation in the meeting. The operating agreement may mention how much in advance the notice is to be given to them. 

At the meeting, the LLC dissolution proposal will come under discussion. Take the point of view of all members before calling the vote. If you’re required to obtain the votes of all members, the dissolution process can proceed to the next step.

3. File Articles of Dissolution

You’ll need to file a Certificate of Dissolution with the Washington Secretary of State to dissolve your LLC. It can be sent via mail or submitted online. The information that you need to provide in this form includes the entity’s UBI number, the current name of the business entity, the effective date of filing, and the signature of the person authorized to make this filing.

There is no filing fee so it’s not going to cost you anything to dissolve your Washington LLC. It takes about a month for the process to be completed. You can pay an additional $100 as the expedited service fee to have the application processed within one week. 

4. Notify Tax Agencies and Pay the Remaining Taxes

There’s no requirement for a Washington LLC that seeks voluntary dissolution to obtain clearance from the Department of Revenue. While this requirement exists in some other states, Washington makes no such demand of the LLCs registered there. 

In the interest of tying up loose ends though, it’s recommended that you notify the IRS about the business being wound up. This can be done using Form 966, which is sent to the Internal Revenue Service to tell them about the dissolution of the LLC.

5. Inform Creditors and Settle Existing Debt

Any known creditors need to be informed, even if the state of Washington doesn’t place any such requirement for it to process the dissolution application. Think of this as tying up a loose end that could cause problems for you in the future. 

Notify any known creditors that your LLC owes money to and settle the debts. If you don’t do that, the creditors could file claims against you in the future that you knowingly dissolved the LLC to get out of paying the debts. That’s going to be a headache that can easily be avoided if you take the time to notify the creditors. 

Even if you face difficulties in settling the debts, it would be better to inform them and negotiate a settlement instead of trying to avoid paying them altogether.

6. Wind Up Other Business Affairs

There will also be many other business affairs that you need to get in order before winding up your Washington LLC. For example, if you had employees, you’d want to inform them about the business shutting down several weeks in advance. This provides them with the opportunity to look for other employment and doesn’t catch them by surprise. 

If you work with suppliers, take time to notify them as well, so that any remaining payment matters and deliveries can be worked out. Give enough advance notice as a gesture of goodwill so that they’re willing to cooperate with you. Customers need to be informed in a similar manner. People have been relying on your products and services. They will need time to find alternatives. If they have payments stuck with you, make sure you clear them as well.  

Settle any payment issues, whether with clients, suppliers, or employees, before closing down the bank accounts of your company.

7. Distribute Remaining Assets

It is only once all the liabilities have been settled, including any debts that may be owed to known creditors, that you may go ahead and distribute whatever’s left among the members of the LLC. 

For example, your LLC may be holding on to some physical assets like properties or cash in the bank when it’s being wound up. Consult the operating agreement to be sure how these assets are to be distributed among the members. If something is to be sold out, how it’s to be sold off will likely be provided in the agreement. 

That’s also where you’ll find the percentages in the distributions for each member. Make the distributions based on them so that everyone receives precisely what they’re entitled to.

How Much Does It Cost to Dissolve an LLC in Washington?

There is a $0 filing fee for the Certificate of Dissolution with the Washington Secretary of State, so it’s not going to cost you anything. However, you will have to wait for about a month for your application to be processed. If you pay a $100 expedited service fee, you can get a response from them within one week.

Should I Dissolve My LLC Myself or Hire an LLC Dissolution Service in Washington?

This guide on how to dissolve an LLC in Washington highlights the steps that you need to follow to compliantly wind up your business entity. While it may seem simple enough, you’d be surprised to know that a lot of people run into problems during the process. 

That’s either because they may find it difficult to figure some steps out or have a hard time getting all the paperwork in order. That’s why a lot of business owners who want to dissolve their Washington LLC decide to go with a professional service provider. 

The fee is a small price to pay for the peace of mind that it brings. You know that the dissolution process for your LLC is being handled by professionals and that nothing will slip through the cracks and cause problems for you down the line.

Experience Professional and Swift Washington LLC Dissolution with doola

doola’s LLC dissolution service has helped countless business owners compliantly and properly dissolve their LLCs across the US. Our professionals will handle the entire process for you from start to finish, making sure that it’s done in full compliance with the regulations of your state. 

It’s easy to get started. Reach out and provide some basic information about your LLC to our dissolution experts. They’ll start putting the paperwork together and reach out if any additional documentation or information is required. They’ll then make the filing with the Secretary of State and liaise with the department should they require any further information.

After the Secretary of State processes the application and the LLC is dissolved, you’ll be notified promptly so that you can start looking toward the future and put this dissolved LLC where it belongs: in the past.

FAQs

How long does it take to dissolve an LLC in Washington?

It takes about 30 days to dissolve an LLC in Washington. There is an option to pay a $100 expedited service fee to get a response on your dissolution application from the relevant government agency within seven days. 

Can I dissolve my LLC without notifying my members in Washington?

Notifying the members may be required by your operating agreement if your LLC has multiple members. This provides everybody an opportunity to have their say in the discussion. So it’s best that you go ahead and notify them.

Can I dissolve my LLC if I have pending lawsuits in Washington?

You can dissolve your LLC if you have pending lawsuits in Washington but that doesn’t do anything to prevent those lawsuits from continuing. The legal actions will continue independently even if the business entity is dissolved.

Can I cancel my EIN once my LLC is dissolved in Washington?

The question of canceling your EIN doesn’t arise because EINs can’t be canceled. They remain unique to the entity to which they were initially assigned. The IRS doesn’t reassign or reuse EINs.

What happens if I don’t properly dissolve my LLC in Washington?

There may be problems down the road if you don’t properly dissolve your LLC in Washington. For example, you may be required to pay any unpaid debts or taxes that were owed by the LLC.

Can I reopen a dissolved LLC in Washington?

Washington allows you to reopen your dissolved LLC as long as you file the Revocation of Dissolution within 120 days of the dissolution. It won’t be possible to reopen it after 120 days have passed. The relevant form has to be submitted along with a filing fee of $30.

Adnan Farooqui
Adnan Farooqui
Content Specialist
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