How much does it cost to dissolve a Washington LLC?

Certificate of Dissolution costs $20 under RCW 25.15 with the Corporations & Charities Division, online or by mail. Expedite is $100 per entity for 3-business-day processing or $150 for same-day (front counter only). The subsequent Certificate of Termination is free. No Department of Revenue clearance is required for LLCs, so the SoS fees are the full cost on the state side.

How long does Washington LLC dissolution take?

Online Certificate of Dissolution filings typically process in about 5 business days. Mail filings to the Olympia office run closer to 14. Expedite at $100 drops that to 3 business days, and $150 walk-in service at the front counter is same-day. The follow-up Certificate of Termination, filed free under RCW 25.15.290, processes on a similar timeline.

Do Washington LLCs need a Revenue Clearance Certificate?

No. The Revenue Clearance Certificate under RCW 23B.14.030 is required for corporation dissolutions only. LLCs dissolving under RCW 25.15 do not need a clearance letter from the Department of Revenue. The LLC still has to close its DOR business account, file final B&O excise tax returns, and close sales tax registrations through My DOR, but that runs in parallel with the SoS filing rather than blocking it.

What vote is needed to dissolve a Washington LLC?

RCW 25.15.265 dissolves the LLC on an event specified in the LLC agreement, unanimous member consent where the agreement is silent, after 90 consecutive days without members, or on judicial dissolution. The agreement can specify a lower threshold. Record the written consent before filing. See the Washington LLC formation page for operating agreement context.

What is the difference between Certificate of Dissolution and Certificate of Termination?

Certificate of Dissolution (RCW 25.15.275) starts the wind-up period; Certificate of Termination (RCW 25.15.290) ends the LLC's existence after wind-up is complete. Both are filed with the Corporations & Charities Division, with $20 for dissolution and $0 for termination. Most filers submit dissolution, wind up affairs (pay creditors, distribute assets, close tax accounts), then submit termination within a few weeks.

What happens if I just stop filing the Washington annual report?

The Corporations & Charities Division assesses a late fee and eventually administratively dissolves the LLC for continued non-filing. Administrative dissolution is worse than voluntary: the LLC sits in terminated-for-cause status, reinstatement costs more than a voluntary dissolution, and during the grace period the entity is still on the books accruing obligations. The voluntary $20 path is the cheap exit.

Do I need to notify the IRS?

Yes. File a final federal return with the final-return box checked, file IRS Form 966 within 30 days of the dissolution resolution if the LLC had C-corp tax treatment, and write to the IRS to close the EIN. Washington's Corporations & Charities Division and the IRS are separate systems. See the IRS close-a-business page for the federal checklist.

Dissolve a Washington LLC: $20, no LLC tax clearance

$20 Filing fee Certificate of Dissolution - Washington Limited Liability Company

Online or mail Filing path Expedite $100

5 business days online Approval time

Not required Tax clearance

The quick read on dissolving a Washington LLC

At $20, Washington's dissolution fee is below the national average of $46, closer to the free end of the spectrum. Washington accepts the dissolution filing online or mail, with online approvals in about 5 business days. There is no formal tax clearance requirement, so the filing itself is the bottleneck rather than tax review.

Dissolution is a procedural filing, not a tax audit. The Secretary of State's job is limited to confirming the document is properly completed and the LLC is in good standing. What matters most for Washington filers is the order of operations: vote, file, and close the federal side. Each step is simple individually; doing them out of order or skipping the federal step is what causes problems years later.

Dissolution steps in Washington

The state-specific procedure, in order. Skip any step and the state's dissolution filing will be rejected or left incomplete.

Member vote to dissolve
Washington's LLC statute calls for a per operating agreement member vote to dissolve, unless your operating agreement specifies a different threshold. Document the vote in meeting minutes or a written consent.
File the Certificate of Dissolution - Washington Limited Liability Company with Washington Secretary of State - Corporations & Charities Division
Filing fee is $20. Online filing is available through the state portal. Mail filings are accepted. Paid expedite available for $100.
Close federal tax obligations with the IRS
File the final federal return, check the "final return" box, and file Form 966 if the LLC had C-corp tax treatment. Close the EIN by writing to the IRS. See the IRS close-a-business page for the full federal checklist.
Cancel other registrations
Sales tax permits, employer accounts, business licenses, fictitious-name registrations, and foreign-qualification filings in other states all need to be wound down separately from the LLC dissolution itself. The state won't do this automatically.

How this plays out in Washington

Start with the member vote. RCW 25.15.265 dissolves the LLC on an event specified in the LLC agreement, on the consent of all members (unless the agreement specifies a different threshold), after 90 consecutive days without members, or on judicial dissolution. Document the written consent.

File Certificate of Dissolution with the Washington Secretary of State through the Corporations & Charities Filing System. The base fee is $20 online or by mail. Online submissions clear in about 5 business days; mail filings to Olympia run about 14. Expedite is $100 per entity for 3-business-day processing, or $150 for same-day at the front counter. After winding up is complete, file the free Certificate of Termination under RCW 25.15.290 to end the LLC's existence.

Close the tax side. LLCs do not need a Department of Revenue Revenue Clearance Certificate (that's a corporation-only requirement under RCW 23B.14.030), but the LLC still has to close its DOR business account. File a Business Information Change Form with the Department of Revenue, file final B&O excise tax returns, and close sales tax accounts through My DOR. Finish federally: file a final federal return with the final-return box checked, file IRS Form 966 within 30 days of the dissolution resolution if the LLC had C-corp treatment, and close the EIN by letter to the IRS.

What a clean Washington dissolution actually costs

The Secretary of State fee is rarely the biggest line item. For most Washington LLC owners, the real cost is a combination of the filing fee, outstanding state tax, federal closure, and any foreign-LLC wind-downs in other states.

Cost component	Amount	Notes
Base Secretary of State filing	$20	Filed with Washington Secretary of State - Corporations & Charities Division
Paid expedite (optional)	+$100	72-hour turnaround
Final federal return (DIY)	Free	Or $200 to $800 if a CPA prepares it
Foreign-LLC withdrawals (if any)	$10 to $125 per state	Each state where you qualified as foreign LLC

How Washington compares to other states

At $20, Washington's dissolution fee is below the national average of $46, closer to the free end of the spectrum. Across all 51 US jurisdictions, the median dissolution fee is $30 and the average is $46; fees cluster between $0 and $75, with Delaware and DC at the $220 top end. By fee ranking, Washington sits at #16 from cheapest to most expensive.

Filing path matters as much as the fee. Washington's online or mail dissolution process gives you flexibility: online for speed, mail as a backup when you need an original signature for another purpose. Washington does not impose a formal tax clearance check, which shortens the overall timeline compared to states that do.

Requirements at a glance

Tax clearance required No clearance step required by state

Public notice required No publication requirement

Member vote standard per operating agreement

per operating agreement

Attorney required DIY filing permitted

Online filing https://ccfs.sos.wa.gov/

Yes

Mail filing Corporations & Charities Division, P.O. Box 40234, Olympia, WA 98504-0234

Yes

Common pitfalls

The number one Washington pitfall is confusing LLC dissolution with corporation dissolution. Older guides and some CPAs tell every entity to request a Revenue Clearance Certificate from the Department of Revenue before dissolving. That clearance is only required for corporations under RCW 23B.14.030; LLCs formed under RCW 25.15 can file a Certificate of Dissolution without waiting on a DOR clearance letter. The LLC still owes final B&O returns and must close DOR accounts, but no clearance certificate gatekeeps the SoS filing.

The second trap is the two-step structure in Washington's LLC Act. RCW 25.15.275 governs the Certificate of Dissolution (starts wind-up), and RCW 25.15.290 governs the Certificate of Termination (ends existence after wind-up). Filing Certificate of Dissolution and then walking away leaves the LLC in a dissolved-but-not-terminated state where it still has to file annual reports to avoid administrative dissolution. The free Certificate of Termination completes the process, so file it as soon as wind-up is done.

What happens after the state accepts your filing

Once the Corporations & Charities Division accepts the Certificate of Termination, the LLC is terminated under Washington law and the name returns to availability through the standard distinguishability review. Creditor claims survive dissolution under RCW 25.15.298 and 25.15.303; optional notice to known and unknown claimants shortens the claim window, and without it, members remain exposed on distributed assets for the statutory period. Keep the LLC's operating agreement, bank records, and final tax returns for at least five years because the Department of Revenue can audit prior-year B&O returns within that window. If the LLC had Washington employees, close the Employment Security Department account and any L&I workers' compensation account separately.

Documents and filings checklist

Written consent or meeting minutes
Record the member vote to dissolve. Keep with corporate records.
Certificate of Dissolution - Washington Limited Liability Company
Filed with $20 fee at Washington Secretary of State - Corporations & Charities Division. Form PDF.
Final federal return
Form 1065 (multi-member), Schedule C on 1040 (single-member), or 1120/1120-S if corp-taxed. Check the "final return" box.
IRS Form 966
Only if the LLC had C-corp tax treatment. Due within 30 days of the dissolution resolution.
IRS EIN closure letter
Sent to the IRS requesting the EIN be closed. See the IRS close-a-business checklist.
State tax permit cancellations
Sales tax, employer withholding, unemployment insurance. Each is a separate filing with the state tax and labor agencies.
Foreign-LLC withdrawals
Certificate of Withdrawal filed with each state where the LLC was registered to do business as a foreign LLC.

Filing agency

Washington Secretary of State - Corporations & Charities Division

Website: www.sos.wa.gov/corporations-charities
Phone: (360) 725-0377
Email: corps@sos.wa.gov
Mail: Corporations & Charities Division, P.O. Box 40234, Olympia, WA 98504-0234
Office: 801 Capitol Way S, Olympia, WA 98501-1226
Hours: 8:00 AM to 5:00 PM Pacific, Monday to Friday

Frequently Asked Questions

How much does it cost to dissolve a Washington LLC?

Certificate of Dissolution costs $20 under RCW 25.15 with the Corporations & Charities Division, online or by mail. Expedite is $100 per entity for 3-business-day processing or $150 for same-day (front counter only). The subsequent Certificate of Termination is free. No Department of Revenue clearance is required for LLCs, so the SoS fees are the full cost on the state side.
How long does Washington LLC dissolution take?

Online Certificate of Dissolution filings typically process in about 5 business days. Mail filings to the Olympia office run closer to 14. Expedite at $100 drops that to 3 business days, and $150 walk-in service at the front counter is same-day. The follow-up Certificate of Termination, filed free under RCW 25.15.290, processes on a similar timeline.
Do Washington LLCs need a Revenue Clearance Certificate?

No. The Revenue Clearance Certificate under RCW 23B.14.030 is required for corporation dissolutions only. LLCs dissolving under RCW 25.15 do not need a clearance letter from the Department of Revenue. The LLC still has to close its DOR business account, file final B&O excise tax returns, and close sales tax registrations through My DOR, but that runs in parallel with the SoS filing rather than blocking it.
What vote is needed to dissolve a Washington LLC?

RCW 25.15.265 dissolves the LLC on an event specified in the LLC agreement, unanimous member consent where the agreement is silent, after 90 consecutive days without members, or on judicial dissolution. The agreement can specify a lower threshold. Record the written consent before filing. See the Washington LLC formation page for operating agreement context.
What is the difference between Certificate of Dissolution and Certificate of Termination?

Certificate of Dissolution (RCW 25.15.275) starts the wind-up period; Certificate of Termination (RCW 25.15.290) ends the LLC's existence after wind-up is complete. Both are filed with the Corporations & Charities Division, with $20 for dissolution and $0 for termination. Most filers submit dissolution, wind up affairs (pay creditors, distribute assets, close tax accounts), then submit termination within a few weeks.
What happens if I just stop filing the Washington annual report?

The Corporations & Charities Division assesses a late fee and eventually administratively dissolves the LLC for continued non-filing. Administrative dissolution is worse than voluntary: the LLC sits in terminated-for-cause status, reinstatement costs more than a voluntary dissolution, and during the grace period the entity is still on the books accruing obligations. The voluntary $20 path is the cheap exit.
Do I need to notify the IRS?

Yes. File a final federal return with the final-return box checked, file IRS Form 966 within 30 days of the dissolution resolution if the LLC had C-corp tax treatment, and write to the IRS to close the EIN. Washington's Corporations & Charities Division and the IRS are separate systems. See the IRS close-a-business page for the federal checklist.
How long does LLC dissolution take in Washington?

Online filings are processed in about 5 business days through the state portal. Mail filings take about 14 business days once received. Paid expedite for $100 cuts processing to 72 hours.
Can I file the Certificate of Dissolution - Washington Limited Liability Company online?

Yes. Washington accepts LLC dissolution filings online through the state portal. Mail is also accepted as an alternative.
Do I need a tax clearance certificate in Washington?

No. Washington does not require a separate tax clearance certificate before accepting LLC dissolution. That said, paying any outstanding state tax obligations is always advisable before filing. Ignoring them can lead to the state collecting from former members or trustees after dissolution.
What vote is required to dissolve a Washington LLC?

Washington's LLC statute specifies a per operating agreement member vote to dissolve, unless the operating agreement sets a different threshold. Most LLCs follow the statutory default. Document the vote in a written consent or meeting minutes before filing any dissolution paperwork.
Does dissolution close my federal tax obligations?

No. The Washington Secretary of State does not notify the IRS. You have to close the federal side separately: file a final federal return marked as "final," file IRS Form 966 within 30 days if the LLC had C-corp tax treatment, and close the EIN by writing to the IRS. The EIN stays on file forever; closing it flags the entity as inactive so automated notices stop. See the IRS close-a-business page for the full federal checklist.
Will my LLC name become available for someone else to use after dissolution?

In most cases yes. Washington typically releases the LLC name back to the general pool once the dissolution filing is accepted, and a third party can register a new entity under the same name shortly thereafter. If preserving the brand matters, keep a minimal LLC active or register the business name as a trademark.

Washington LLC formationOpen the Washington LLC guide →
All dissolution guidesBack to dissolution hub →
IRS close-a-business checklistFederal side of closing an LLC →

Sources

Filing fee: www.sos.wa.gov/corporations-charities/frequently-asked-questions-faqs/… · verified April 21, 2026
Washington SoS Corporations & Charities Division Fee Schedule: Certificate of Dissolution for LLCs (RCW 25.15) = $20. Same $20 fee for online and paper filings. Authority: RCW 25.15.275 and WAC 434-112-085.
Form url: www.sos.wa.gov/corporations-charities/business-entities/limited-liabil… · verified April 21, 2026
Washington SoS Certificate of Dissolution PDF for Washington LLCs and PLLCs. Must be signed by a person authorized under RCW 25.15.275. LLCs should also file the free Certificate of Termination once winding up is complete (RCW 25.15.290).
Expedited: www.sos.wa.gov/corporations-charities/frequently-asked-questions-faqs/… · verified April 21, 2026
Washington SoS expedite service: $100 per business entity for three-business-day processing; $150 per entity for same-day (front-counter only). $100 three-business-day tier recorded; applies equally to dissolution filings. Fee is in addition to the $20 state filing fee.
Tax clearance required: dor.wa.gov/open-business/close-my-business · verified April 21, 2026
Washington Department of Revenue Close My Business guide: LLCs must close their business with DOR by filing a Business Information Change Form and filing final excise tax returns (B&O). DOR can issue a Revenue Clearance Certificate, which is REQUIRED for filing Articles of Termination/Dissolution for CORPORATIONS (per RCW 23B.14.030) but is NOT required for LLCs filing a Certificate of Dissolution under RCW 25.15.275. LLCs still need to close DOR accounts administratively. Recorded as taxClearanceRequired: false for LLC dissolution.
Member vote standard: app.leg.wa.gov/rcw/default.aspx?cite=25.15.265 · verified April 21, 2026
RCW 25.15.265 provides that an LLC is dissolved upon the happening of an event specified in the LLC agreement, the consent of all members (unless the agreement specifies a different threshold), the passage of 90 consecutive days without any members, or judicial dissolution. Recorded as 'per operating agreement'.
Public notice required: app.leg.wa.gov/rcw/default.aspx?cite=25.15.298 · verified April 21, 2026
RCW 25.15.298 and 25.15.303 authorize (but do not require) a dissolved LLC to dispose of known and unknown claims through written notice or newspaper publication. No mandatory publication to effect dissolution.
Name becomes available after: www.sos.wa.gov/corporations-charities/ · verified April 21, 2026
Washington SoS does not publish a specific statutory holding period for reuse of a dissolved LLC's name. Field set to null.
Irs closure url: www.irs.gov/businesses/small-businesses-self-employed/closing-a-busine… · verified April 21, 2026
IRS canonical Closing a Business reference.

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How to dissolve a Washington LLC