50-State Surveys / LLC Administrative Dissolution and Involuntary Termination / Washington

LLC Administrative Dissolution and Involuntary Termination in Washington

Short answer Washington’s Secretary of State may start administrative dissolution for an unpaid filing charge, an annual report more than 120 days late, 30 consecutive days without a registered agent, or an expired duration stated in the LLC’s public record. The Secretary must serve a written determination and allow 60 days to cure or disprove every ground. A later filed dissolution statement changes the LLC’s status; it continues to exist for winding up or reinstatement.
State
Washington
Statute checked
September 26, 2026
Sources
7 statutes
Survey
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At a glance

Law, agency and LLC scopeRCW 23.95.605–.615 governs administrative dissolution of domestic entities, including LLCs; RCW 25.15.265(6) makes it an LLC dissolution event.
Grounds and trigger datesUnpaid fee, interest, or penalty when due; annual report not delivered within 120 days after due; 30 consecutive days without Washington agent; stated duration expired (RCW 23.95.605).
Agency noticeSecretary may commence proceeding; if ground found, must serve LLC a record of that determination through RCW 23.95.250 delivery channels (RCW 23.95.610(1)).
Cure or response windowWithin 60 days after service of determination notice, cure or satisfy Secretary that each stated ground does not exist (RCW 23.95.610(2)).
Action and effective dateIf uncured, Secretary executes and files statement reciting grounds and effective date, then serves copy; filing effectiveness follows RCW 23.95.210 (RCW 23.95.610(2)).
Status, activity and serviceLLC continues as entity but only to wind up/liquidate or apply for reinstatement; dissolution does not end registered-agent authority (RCW 23.95.610(3)–(4)).
Special routes and effectsGeneral Secretary-of-State procedure in RCW 23.95.605–.610 applies; the stated grounds include fees, reports, agent lapse, and expired duration.
Route back and limitsApply to Secretary within five years; cure or disprove grounds and pay required fees; effective reinstatement relates back, subject to reliance rights (RCW 23.95.615).

Requirements one by one

Grounds and report timing

RCW 23.95.605 lists four grounds: an unpaid fee, interest, or penalty due to the Secretary of State; an annual report not delivered within 120 days after its due date; 30 consecutive days without a registered agent in Washington; or expiration of the duration written in the public organic record. Under RCW 23.95.255(4), the Secretary determines the annual report due date. That section also requires an advance renewal reminder, but missing the reminder does not cancel the reporting duty.

Notice, response, and action

If the Secretary finds a ground, RCW 23.95.610(1) requires service of a determination notice in a record. RCW 23.95.250 permits delivery to the registered-agent address, principal-office address, another address supplied for delivery, or in person to the filer. Under § 23.95.610(2), the LLC has 60 days after service to cure or persuade the Secretary that each ground does not exist. Only after an uncured period does the Secretary execute and file a statement of administrative dissolution reciting the grounds and effective date, then serve a copy. RCW 23.95.210 supplies the ordinary filing effective-time rules.

After the filing and route back

RCW 23.95.610(3) says the LLC continues to exist but may conduct activities only as needed to wind up, liquidate, or seek reinstatement. Subsection (4) preserves its registered agent's authority. RCW 25.15.265(6) identifies that administrative dissolution as an LLC dissolution event unless reinstatement occurs.

Under RCW 23.95.615(1), an LLC may apply for reinstatement within five years after the dissolution's effective date. The application must establish that the grounds were cured or did not exist, and subsection (2) requires fees and a rule-set penalty. If granted, subsection (4) relates reinstatement back to the dissolution date while preserving rights acquired in reliance on the dissolution.

What trips people up

A missed annual report becomes a dissolution ground only when it is still undelivered 120 days after due. The separate 60-day response clock starts with service of the Secretary's determination notice. The status changes through the later dissolution statement under RCW 23.95.610(2), not merely when the annual report becomes late.

Common questions

Can the LLC keep doing ordinary business after administrative dissolution? RCW 23.95.610(3) allows only activities necessary to wind up, liquidate, or apply for reinstatement.

Does dissolution end the registered agent's role? No. RCW 23.95.610(4) expressly preserves that authority.

Statutes and sources

  • Wash. Rev. Code § 23.95.605 — official text excerpt: “The secretary of state may commence a proceeding under RCW 23.95.610 to dissolve a domestic entity administratively” (current chapter, accessed 2026-09-26).
  • Wash. Rev. Code § 23.95.610 — official text excerpt: “(1) If the secretary of state determines that one or more grounds exist under RCW 23.95.605 for administratively dissolving a domestic entity, the secretary of state shall serve” (current chapter, accessed 2026-09-26).
  • Wash. Rev. Code § 23.95.615 — official text excerpt: “(1) A domestic entity that is dissolved administratively under RCW 23.95.610 may apply to the secretary of state for reinstatement not later than five years after the effective” (current chapter, accessed 2026-09-26).
  • Wash. Rev. Code § 23.95.250 — official text excerpt: “Except as otherwise provided by RCW 23.95.450 or by law of this state other than this chapter, the secretary of state may deliver a record to a person by delivering” (current chapter, accessed 2026-09-26).
  • Wash. Rev. Code § 23.95.210 — official text excerpt: “Except as otherwise provided in this chapter and subject to RCW 23.95.220(4), an entity filing is” (current chapter, accessed 2026-09-26).
  • Wash. Rev. Code § 23.95.255 — official text excerpt: “(1) A domestic entity shall, within one hundred twenty days of the date on which its public organic record became effective, deliver to the secretary of state for filing an” (current chapter, accessed 2026-09-26).
  • Wash. Rev. Code § 25.15.265 — official text excerpt: “A limited liability company is dissolved and its affairs must be wound up upon the first to occur of the” (current chapter, accessed 2026-09-26).

Source links

Every statute quoted above, linked, with the date we checked it.

Wash. Rev. Code § 23.95.605 · accessed 2026-09-26
Wash. Rev. Code § 23.95.610 · accessed 2026-09-26
Wash. Rev. Code § 23.95.615 · accessed 2026-09-26
Wash. Rev. Code § 23.95.250 · accessed 2026-09-26
Wash. Rev. Code § 23.95.210 · accessed 2026-09-26
Wash. Rev. Code § 23.95.255 · accessed 2026-09-26
Wash. Rev. Code § 25.15.265 · accessed 2026-09-26
This page gives general legal information about agency dissolution, cancellation, forfeiture, or termination of an ordinary domestic LLC. It is not legal or tax advice. The statute, the agency record, and the date and method of notice control a particular company's position. The table does not decide tax amounts, compliance, liability, or whether reinstatement will succeed. Confirm current official records and seek licensed advice for a specific company.

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