To close an LLC in Washington State, you need member authorization to dissolve, a wind-up period to pay creditors and distribute what’s left, a Certificate of Dissolution filed with the Secretary of State, and final tax filings with both the Washington Department of Revenue and the IRS. The state charges no filing fee for the Certificate of Dissolution, but skipping any of the surrounding steps can leave you paying renewal fees, tax penalties, or personal liability on claims against a company you thought was gone.
Get Member Approval First
Start with your operating agreement. If it sets a voting threshold or procedure for dissolution, follow it exactly and document the outcome in writing.
If the operating agreement is silent, Washington’s LLC Act requires the written consent of every member to dissolve voluntarily.1Washington State Legislature. Washington Code RCW Chapter 25.15 – Limited Liability Companies Not a majority. Every member, in writing. Record it in meeting minutes or a signed consent resolution and keep a copy in your permanent records in case anyone later questions whether the dissolution was properly authorized.
Notify Your Known Creditors
This step is optional, but it’s the one people regret skipping. Washington law lets a dissolving LLC permanently bar creditor claims by following a specific notice procedure. Skip it and creditors can surface years later with bills you thought were settled.
After you file your Certificate of Dissolution, send written notice to every creditor you know about. The notice must describe what information the creditor needs to submit with a claim, provide a mailing address, set a deadline for receipt at least 120 days after the creditor receives the notice, and state that the claim will be barred if it isn’t received by the deadline.1Washington State Legislature. Washington Code RCW Chapter 25.15 – Limited Liability Companies
If a known creditor misses your deadline, the claim is permanently barred. If you receive a claim and reject it, the creditor has 90 days to file a lawsuit or lose the right to pursue it.1Washington State Legislature. Washington Code RCW Chapter 25.15 – Limited Liability Companies
Wind Up and Distribute Assets in the Right Order
Once dissolution is authorized, the LLC enters a winding-up period. Settle obligations and liquidate assets in this statutory order:
- Creditors first. Pay or adequately provide for all known debts and liabilities, including contingent and unmatured obligations. If assets don’t cover everything, pay in order of priority, with equal-priority claims paid proportionally.
- Outstanding distributions owed to current or former members under the operating agreement.
- Return of member capital contributions, then any remaining assets divided in the proportions members share in distributions.
Whoever handles the wind-up and follows this order is personally shielded from creditor claims arising from the dissolution.2Washington State Legislature. Washington Code RCW 25.15.305 – Distribution of Assets Deviate and you lose that protection. Your operating agreement can govern how remaining assets get split among members, but it cannot override the requirement to pay creditors first.
File the Certificate of Dissolution
To end the LLC’s existence with the state, file a Certificate of Dissolution with the Washington Secretary of State. The form asks for your Unified Business Identifier (UBI) number and the exact legal name on file. Both must match the Secretary of State’s records or the filing will be rejected.3Washington Secretary of State. Certificate of Dissolution – LLC and PLLC
You choose an effective date. It can be the date the Secretary of State processes your filing, or a future date up to 90 days out.3Washington Secretary of State. Certificate of Dissolution – LLC and PLLC A future date can help if you need time to wrap up final transactions or wait out creditor claim deadlines.
There is no state filing fee.3Washington Secretary of State. Certificate of Dissolution – LLC and PLLC You can file online through the Corporations and Charities Filing System (CCFS) or by mail. Online filings carry a small processing fee. Expedited service is available for an additional $100 and is generally processed within three business days.4Washington Secretary of State. Close an LLC, PLLC, LP, LLP, LLLP Online The state sends confirmation to the address on the form and to your registered agent.
Close Your State Tax and Local License Accounts
Filing with the Secretary of State does not close your tax accounts. If you stop there, the Department of Revenue may keep assessing fees against a business you think is gone. Close your account with the Washington Department of Revenue separately, online or by mail, and file any outstanding business tax returns before requesting the closure.5Washington Department of Revenue. Close a Business
Cancel any local business licenses or permits from cities or counties where you operated. Each municipality handles this differently, so contact the licensing office directly. An open local license can generate renewal bills you don’t owe.
File Final Federal Returns and Close Your EIN
The IRS requires a final return for the year you close the business. Which form you file depends on how the LLC is classified for tax purposes:
- Single-member LLC treated as a disregarded entity: file a final Schedule C with your personal Form 1040.
- Multi-member LLC taxed as a partnership: file a final Form 1065, check the “final return” box near the top, and check the “final K-1” box on each member’s Schedule K-1.
- LLC taxed as a corporation: file a final Form 1120 (C corp) or Form 1120-S (S corp), check the “final return” box, and file Form 966 to report the dissolution plan.
Report any capital gains or losses from liquidating assets on the appropriate Schedule D for your return type.6Internal Revenue Service. Closing a Business
To close your IRS account and cancel your Employer Identification Number, send a letter to the IRS with the LLC’s legal name, EIN, business address, and the reason for closing. If you still have the original EIN assignment notice, include a copy. Mail it to: Internal Revenue Service, Cincinnati, OH 45999. The IRS won’t close the account until all required returns are filed and all taxes paid.6Internal Revenue Service. Closing a Business
Keep Your Records After Dissolution
Even after the LLC is closed everywhere, hold onto its records. The IRS generally recommends keeping tax records at least three years from the filing date, which covers the standard audit window, and employment tax records at least four years.7Internal Revenue Service. Taking Care of Business – Recordkeeping for Small Businesses If a return significantly underreported income, the IRS has six years to assess additional tax, so seven years on final-year records gives a comfortable buffer.
Beyond tax records, keep the operating agreement, the dissolution consent resolution, creditor notices and responses, the Certificate of Dissolution confirmation, and records of distributions to members. These documents protect you if a dispute surfaces after the LLC no longer exists to speak for itself.