How to Dissolve an LLC in Washington (2026)

To dissolve an LLC in Washington, file a Certificate of Dissolution with the Washington Secretary of State, and it's free, Washington charges a $0 filing fee for LLC dissolution (expedited service is an optional $100 add-on). You can file online or by mail. Two Washington-specific things to handle: close your business and occupation (B&O) tax account with the Department of Revenue, and be aware that 120 days after you file, the dissolution becomes permanent and the LLC can no longer be reinstated.

Here's the full process and the Washington-specific specifics.

Washington LLC dissolution at a glance

Step 1: Vote to dissolve and document it

Check your operating agreement for the dissolution procedure and hold the required member vote, then record it in writing. In Washington, filing the Certificate of Dissolution begins a winding-up period during which the LLC remains active to settle its affairs, so the documented decision starts that sequence.

Step 2: Close your B&O tax account with the Department of Revenue

Washington doesn't have a personal or corporate income tax, but it does have a business and occupation (B&O) tax, a gross-receipts tax, administered by the Department of Revenue, and this is the Washington-specific tax step. Close your business account with the Department of Revenue, file your final excise tax returns, and settle any B&O tax owed. For LLCs, Washington generally does not require you to attach a Revenue Clearance Certificate to the dissolution (that requirement applies to corporations), but you still need to close out your DOR account so the tax side knows you've stopped operating.

Step 3: Wind up the business and settle debts

Wind up the LLC's affairs: notify known creditors, pay or provide for the company's debts, and distribute remaining assets to members, creditors first. In Washington, creditors retain claim rights for a period after dissolution, around 90 days with proper notice, or up to three years without it, so notifying creditors properly shortens your exposure. Paying members ahead of creditors can create personal liability.

Step 4: File the Certificate of Dissolution

File the Certificate of Dissolution with the Secretary of State. The fastest route is online through the Corporations & Charities Filing System (CCFS) at ccfs.sos.wa.gov; you can also mail the form to the Olympia P.O. box. The filing fee is $0, though online filings carry a small processing fee, and you can add expedited service for $100 if you need faster turnaround (around 2–3 days versus standard processing of about five days or more). You may set a delayed effective date up to 90 days out.

Step 5: Mind the 120-day permanence rule, then close everything else

Note Washington's permanence rule: 120 days after your Certificate of Dissolution is successfully filed, the LLC is no longer eligible for reinstatement or revocation and is considered permanently dissolved. So if there's any chance you'll want to revive the entity, that's your window. Otherwise, finish closing the footprint: cancel local business licenses (Washington's Business Licensing Service handles many of these), close business bank accounts, cancel the EIN with the IRS if appropriate, and withdraw any out-of-state registrations.

The Washington wrinkle: free to file, but mind the B&O tax and the 120-day clock

Washington's defining features are unusual in two directions. On the easy side, dissolution is free, the $0 filing fee is rare, so the state isn't charging you to close. On the side that needs attention, Washington's tax structure is different: instead of an income tax, it has the B&O gross-receipts tax through the Department of Revenue, and closing that account is a distinct step from the Secretary of State filing. An LLC owner who files the free Certificate of Dissolution and assumes they're done can leave the B&O account open, generating excise-tax obligations.

The other Washington-specific point is the 120-day permanence cutoff. Most states let you reinstate a dissolved LLC for years; Washington gives you 120 days, after which the dissolution is permanent and irreversible. That's good for finality but means there's no long grace period to change your mind. The clean Washington dissolution is: file the free Certificate of Dissolution, close the B&O account with the Department of Revenue, and treat the 120-day window as firm, rather than relying on the drift described in can you just walk away from an LLC.

Frequently asked questions

How much does it cost to dissolve an LLC in Washington?

Nothing for the filing itself, Washington charges a $0 fee to dissolve an LLC. Online filings carry a small processing fee, and you can optionally add expedited service for $100 if you want faster turnaround. The main cost is really just settling any B&O (business and occupation) tax you owe the Department of Revenue before closing the account.

Do I need a Revenue Clearance Certificate to dissolve a Washington LLC?

Generally no, not for LLCs. Washington requires corporations to attach a Department of Revenue Clearance Certificate to their dissolution, but LLCs filing the Certificate of Dissolution generally are not required to attach one. You should still close your B&O tax account with the Department of Revenue and file final excise returns, but the clearance-certificate attachment requirement that applies to corporations doesn't apply to LLC dissolutions the same way.

Can I reinstate a dissolved Washington LLC?

Only within 120 days. Washington's rule is that 120 days after the Certificate of Dissolution is filed, the LLC is permanently dissolved and no longer eligible for reinstatement or revocation. That's a much shorter window than most states, which allow reinstatement for years. So if there's any chance you'll want to revive the entity, act within that 120-day period.

This page covers the Washington specifics; for the general framework, see our complete guide to how to dissolve an LLC, and for neighboring states, Colorado and Minnesota. Washington's official filing is at the Washington Secretary of State, and the B&O account is closed through the Washington Department of Revenue.