Washington: Corporation Voluntary Dissolution and Closure Requirements
The short answer
A Washington profit corporation dissolves by filing no-fee Articles of Dissolution with a Department of Revenue clearance certificate after approval by the no-share initial-director/incorporator route or the ordinary board-and- shareholder route. The shareholder threshold depends on whether the corporation was formed before August 1, 2024, and the dissolved corporation must begin a consecutive-week newspaper publication within 30 days. It then continues only for winding up, may use optional claim-disposition and court-reserve procedures, may revoke within 120 days, and has no separate later termination filing.
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This is the general rule in Washington. Ask about your specific facts and see which parts of current Washington law apply, with citations to the statutes.
| Governing law, entity, and route scope | Washington Business Corporation Act, RCW Title 23B, ch. 23B.14; an ordinary domestic profit corporation files Articles of Dissolution with the Secretary of State. Authorization, filing, mandatory publication, winding up, optional claims procedures, and revocation are distinct steps (§§ 23B.14.010-.070) |
|---|---|
| Pre-share or pre-business simplified route | Available only if no shares have been issued; business inactivity is not an alternative test. Majority initial directors—or majority incorporators if no initial directors were named or elected—approve, then the same Articles of Dissolution, revenue-clearance, and publication rules apply (§§ 23B.14.010(1), .030) |
| Board proposal, recommendation, and conditions | Board proposes and normally recommends dissolution; it may make no recommendation for conflict/special circumstances or when § 23B.08.245 applies, but must communicate the basis. Submission may be conditioned, including on a specified shareholder-group vote (§ 23B.14.020(1)-(3)) |
| Shareholder notice, vote, consent, and groups | Notify every shareholder. Meeting notice is 20-60 days and states the dissolution purpose. Pre-Aug. 1, 2024 corporation: default two-thirds of all votes entitled plus each entitled group, reducible only to majority. Later corporation: default majority of all entitled votes plus each group. Unanimous consent works; lesser consent requires articles authority and the meeting-equivalent threshold (§§ 23B.07.040, .050, .250; 23B.14.020) |
| Dissolution filing, signer, fee, and effect | Attach the revenue-clearance certificate and file Articles of Dissolution stating name, approval date, and § 23B.14.010 or board/shareholder route; current form also requests UBI. Authorized person gives name/capacity and signs or certifies. Online, mail, or in person; $0 base fee, online processing fee, optional $100 expedite; effective on filing or delayed up to 90 days (§§ 23B.14.030, 23.95.200, .210, .260; SOS form/instructions) |
| Reports, tax clearance, and agency steps | Department of Revenue clearance certificate—not its application—is a filing prerequisite. Corporate officer signs and emails the application; DOR says a complete accurate request is issued within 10 business days and cannot be expedited. Separately close the DOR account online or by form, then file/pay the final excise return by the 25th of the next month (RCW § 82.32.260; DOR) |
| Winding up, liabilities, and distributions | Existence continues only for winding up: collect assets; dispose of property subject to liens/restrictions; satisfy or reasonably provide for liabilities by legal priority and pro rata within class; then distribute the remainder by shareholder interests. Title, governance, suits, pending proceedings, and registered-agent authority continue (§ 23B.14.050) |
| Known, unknown, and contingent claims | Mandatory publication within 30 days, once weekly for 3 consecutive weeks. After publication, optional known-claim notice allows at least 120 days to submit and 90 days to sue after rejection. Optional superior-court provision may cover known/unknown, matured/unmatured, contingent/conditional claims; proceeding notice is due within 10 days (§§ 23B.14.030, .060, .065) |
| Revocation, termination, and survival | Revoke within 120 days by the original approval method unless board-only revocation was authorized; file Articles of Revocation plus the Articles of Dissolution, and effectiveness relates back. No separate voluntary termination filing; corporate wind-up existence continues, and claims/remedies generally have a 3-year post-dissolution survival period (§§ 23B.14.040, .050, .340) |
| Foreign, insolvency, and judicial boundaries | Domestic dissolution does not withdraw registrations elsewhere or close tax, license, permit, contract, title, or account obligations. Washington uses a separate statement of withdrawal for a registered foreign entity. The board-only financial-distress route, assignments/receivers, administrative dissolution, judicial dissolution, insolvency, and bankruptcy are outside this solvent consensual route (§§ 23B.14.010(2), .050(4); 23.95.530) |
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Requirements one by one
Washington uses one dissolution filing for both voluntary authorization routes.
RCW § 23B.14.010 supplies the no-share route, while RCW § 23B.14.020 supplies
the ordinary board-and-shareholder route. RCW § 23B.14.030 then requires the
same revenue-clearance attachment, Articles of Dissolution, and post-filing
publication whichever authorization route was used.
The shortcut turns on issued shares, not business activity
RCW § 23B.14.010(1) permits a majority of the initial directors to approve
dissolution when the corporation has issued no shares. If initial directors were
neither named in the articles nor elected, a majority of the incorporators acts.
Unlike statutes in some states, Washington does not make “no business commenced”
an alternative eligibility fact.
The shortcut changes internal approval, not the filing or closure sequence. RCW
§ 23B.14.030 applies after authorization under either § 23B.14.010 or
§ 23B.14.020, so the no-share corporation still obtains revenue clearance, files
Articles of Dissolution, and completes the required publication.
Section 23B.14.010(2) also contains a board-only financial-distress route after
notice to all shareholders. That is an insolvency-related route and is outside
this survey's ordinary solvent scope.
The board may condition its proposal
Under RCW § 23B.14.020, the board proposes dissolution and normally recommends
it. The board may communicate why it is making no recommendation when a conflict,
special circumstances, or RCW § 23B.08.245 applies. It may also condition
submission on a stated basis, including approval by a shareholder group that
would not otherwise vote separately.
That conditioning power matters before counting votes. The statutory default is
not necessarily the final threshold if the articles or a valid board condition
requires something different.
Formation date controls the default shareholder vote
For a corporation formed before August 1, 2024, RCW § 23B.14.020(5)(a) starts
at two-thirds of all votes entitled to be cast, plus two-thirds of each other
separately entitled voting group. The articles may set a different threshold,
but cannot reduce it below a majority of all entitled votes and a majority of
each separately entitled group's votes.
For a corporation formed on or after August 1, 2024, subsection (5)(b) uses a
majority of all votes entitled to be cast and a majority of each separately
entitled group, unless the articles or a board condition requires more. These
denominators use all entitled votes, not merely votes cast at the meeting.
RCW § 23B.07.050 gives every shareholder 20 to 60 days' notice of a dissolution
meeting, and § 23B.14.020 requires the notice to state the dissolution purpose.
RCW § 23B.07.250 generally uses a majority of each group's entitled votes as its
meeting quorum unless the articles or Title 23B provide otherwise.
RCW § 23B.07.040 allows unanimous written consent. Less-than-unanimous consent
works only when the articles authorize it, uses at least the vote that would be
needed if every entitled share were present and voted, and must reach sufficiency
within 60 days after the earliest delivered consent was executed. The section
also requires the solicitation and post-sufficiency notices described in its
subsection (3).
Revenue clearance comes before the Secretary of State filing
RCW § 82.32.260 bars the Secretary of State from filing the dissolution until a
Department of Revenue certificate shows that license fees, taxes, increases, and
penalties have been paid or provided for. RCW § 23B.14.030 therefore requires a
copy of that certificate with the Articles of Dissolution.
The Department of Revenue distinguishes the application from the issued
certificate. Its current instructions require a corporate officer to sign the
application and direct it to the listed email address. If an accurate, complete
application needs no follow-up, the Department states a 10-business-day issuance
time and says the request cannot be expedited.
The filing is free, but online processing can add a charge
The Articles of Dissolution state the corporation's name, approval date, and
whether approval used RCW § 23B.14.010 or the board-and-shareholder procedure in
§ 23B.14.020. The current Secretary of State form also requests the UBI and the
authorized signer's signature, printed name/title, and date.
RCW § 23.95.200 requires an authorized person to execute an entity filing and
give the individual's name and capacity. RCW § 23.95.260 makes Articles of
Dissolution a no-fee filing. The current online instructions confirm a $0 filing
fee but add an online processing fee; optional $100 expedited priority is
generally processed within three working days. Paper filing is available by mail
or in person, and the Secretary's instructions also provide an online route.
Under RCW § 23.95.210 and the current form, the articles may take effect on the
filing date or at a specified delayed date no more than 90 days after filing.
RCW § 23B.14.030(2) makes that effective date the dissolution date.
Publication is mandatory even though it does not create dissolved status
Within 30 days after the articles become effective, RCW § 23B.14.030(3) requires
notice once a week for three consecutive weeks in a general-circulation newspaper
in the county of the principal office, or the last Washington registered office
if there is no principal office in the state. The notice requests claims,
describes the information a claim must contain, provides a mailing address, and
warns that untimely claims may be barred under the chapter.
Failure to publish does not invalidate or change the effective date of the
dissolution. It still violates the statutory publication command and prevents
the corporation from invoking the post-publication procedures in RCW
§§ 23B.14.060 and 23B.14.065.
Liability provision comes before shareholder distributions
RCW § 23B.14.050 continues corporate existence only for winding up. The
corporation may collect assets, dispose of property subject to liens and
contractual restrictions, satisfy or reasonably provide for liabilities in
their legal priority and pro rata within each class, and then distribute the
remainder according to shareholder interests.
The board may determine that insurance, security, assumption by a solvent person,
or another reasonably calculated method adequately provides for matured,
unmatured, contingent, or conditional liabilities. Dissolution does not transfer
title, stop new or pending litigation, or end the registered agent's authority.
The Department of Revenue account is separate from corporate status. Current DOR
instructions allow account closure online or by the Business Information Change
Form, then require the excise return and outstanding tax payment by the 25th of
the following month and five years of business-record retention.
The claim procedures are available only after publication
RCW § 23B.14.060 permits, but does not require, direct disposition of any or all
known claims after the corporation has published under § 23B.14.030(3). The
notice gives at least 120 days to deliver the claim. If the corporation rejects
it, the claimant has 90 days from the rejection notice's effective date to begin
an enforcement proceeding.
The statutory definition reaches legally assertable matured claims and certain
unmatured, conditional, or contingent claims under executory contracts. It does
not turn newspaper publication alone into a blanket bar for every claim.
RCW § 23B.14.065 provides a separate optional superior-court application for
reasonable provision for known or unknown, matured or unmatured, contingent or
conditional claims. The corporation gives the specified known persons written
notice of that proceeding within 10 days after filing the application. Provision
in the amount and form ordered by the court bars further or greater claims based
on the same facts, dealings, or contract.
Revocation ends after 120 days
RCW § 23B.14.040 permits revocation within 120 days after the dissolution's
effective date. Approval ordinarily follows the same method used for dissolution,
unless the original authorization permitted the board alone to revoke. The
corporation files Articles of Revocation together with a copy of the Articles of
Dissolution; when effective, revocation relates back and the corporation resumes
as though dissolution never occurred.
Chapter 23B.14 does not add a later voluntary termination filing. RCW
§ 23B.14.050 instead continues the dissolved corporation for winding up, while
RCW §§ 23B.14.070 and 23B.14.340 preserve qualifying claims and remedies subject
to the applicable limitations period and the chapter's general three-year
post-dissolution survival ceiling.
What trips people up
The August 1, 2024 line changes the default vote. Use the corporation's
formation date before applying either two-thirds or majority approval. The older
corporation's articles may lower the default, but never below the statutory
majority floor.
An application is not clearance. The Secretary of State form expressly
rejects submission of the application in place of the issued Department of
Revenue certificate.
Publication is a second deadline after filing. Dissolution is effective when
the articles become effective, but the corporation then has 30 days to begin the
three-consecutive-week newspaper sequence.
The claim periods do different jobs. The 120-day number is the minimum claim-
submission period in a direct known-claim notice and also the outside window for
revoking dissolution. The 90-day period runs after rejection of a known claim;
the 10-day period concerns notice of a court reserve proceeding.
Common questions
Does a no-share corporation skip tax clearance or publication?
No. RCW § 23B.14.030 applies after authorization under either § 23B.14.010 or
§ 23B.14.020 and requires both the revenue-clearance attachment and the later
publication.
Does publishing the newspaper notice eliminate every unfiled claim?
No. Publication is mandatory and unlocks the optional procedures, but RCW
§ 23B.14.060 uses a separate written notice to dispose of known claims, and
§ 23B.14.065 uses a court proceeding to determine reasonable provision. RCW
§ 23B.14.340 generally leaves a three-year survival period for remedies.
Must Washington file another certificate after winding up?
No separate voluntary termination document appears in the complete current
Chapter 23B.14 scheme. The Articles of Dissolution create dissolved status, and
RCW § 23B.14.050 continues the corporation only for winding-up purposes.
Does Washington dissolution withdraw a registration in another state?
No. Foreign registrations use the law and filing office of each registration
state. Washington itself illustrates the distinction in RCW § 23.95.530: a
registered foreign entity withdraws by filing a separate statement of withdrawal,
and a foreign corporation attaches revenue clearance.
Statutes and sources
- RCW §§ 23B.14.010-.070 and 23B.14.340. Authorization routes, vote,
filing, publication, winding up, claim procedures, revocation, and survival.
Current official Chapter 23B.14 - RCW §§ 23B.07.040, 23B.07.050, and 23B.07.250; RCW § 23B.08.245. Written consent,
dissolution-meeting notice, and quorum. Current official §
23B.07.040,
§ 23B.07.050, and
§ 23B.07.250, and
§ 23B.08.245 - RCW §§ 23.95.200, 23.95.210, 23.95.260, and 23.95.530; RCW §
82.32.260. Execution, effective date, no-fee rule, foreign withdrawal, and
revenue clearance. Current official §
23.95.200,
§ 23.95.210,
§ 23.95.260,
§ 23.95.530, and
§ 82.32.260 - Washington Secretary of State. Current profit-corporation Articles of
Dissolution,
online filing instructions,
and voluntary-closure instructions - Washington Department of Revenue. Revenue-clearance
instructions
and account-closing instructions
Official sources accessed August 22, 2026.
Source links
Every statute quoted above, linked, with the date we checked it.
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