Nonprofit Corporation Administrative Dissolution and Reinstatement in Washington
At a glance
| Entity and agency | Washington Nonprofit Corporation Act, ch. 24.03A RCW, applies the general-entity administrative dissolution rules in ch. 23.95 RCW; Secretary of State acts on status and reinstatement (RCW 24.03A.928, .934). |
|---|---|
| Report, fee, or tax failure | Any secretary-of-state fee, interest or penalty unpaid when due; annual report not delivered within 120 days after due (RCW 23.95.605(1)–(2); 24.03A.070). |
| Agent and other grounds | No Washington registered agent for 30 consecutive days, or expiration of the duration in the public organic record (RCW 23.95.605(3)–(4)). |
| Notice and cure | Secretary of State serves recorded determination through RCW 23.95.250 delivery; 60 days after service to cure or show each ground absent. A separate annual-renewal reminder goes 30–90 days before expiration, by elected postal or email route (RCW 23.95.610(1)–(2), .255(7)). |
| When status changes | After uncured 60-day period, Secretary of State executes and files a statement of administrative dissolution stating grounds and effective date, and serves a copy (RCW 23.95.610(2)). |
| Powers afterward | Entity continues only to wind up/liquidate or seek reinstatement; registered-agent authority survives. Nonprofit Act preserves claims and provides winding-up powers, including asset collection and liabilities (RCW 23.95.610(3)–(4); 24.03A.914, .930). |
| Reinstatement window | Administratively dissolved domestic nonprofit may apply within five years after effective dissolution date (RCW 24.03A.934; 23.95.615(1)). |
| Filings, payments, and name | Executed application states name/compliance, principal office, agent, dissolution date and cure; amend organic record if name is unavailable. Pay all renewal/license fees during dissolution, rule-set penalty, and current-year fee (RCW 23.95.615(1)–(2), .300(1)). |
| Effect and review | Secretary files and serves reinstatement statement; when effective it relates back to dissolution, subject to specified reliance rights. Denial must give reasons; superior-court review within 30 days after service (RCW 23.95.615(3)–(4), .620). |
Requirements one by one
Grounds, notice, and dissolution
RCW 24.03A.928 sends nonprofit administrative dissolution to the general entity rules in RCW 23.95.605–.610. The four grounds are unpaid Secretary of State fees, interest, or penalties; an annual report more than 120 days late; no registered agent for 30 consecutive days; or expiration of the duration stated in the organic record. The nonprofit annual-report duty appears in § 24.03A.070 and uses § 23.95.255.
When the Secretary of State finds a ground, RCW 23.95.610(1)–(2) requires notice served under § 23.95.250. The corporation has 60 days after service to cure or show the ground does not exist. If it does neither, the Secretary executes and files a statement giving the grounds and effective dissolution date, then serves a copy. Section 23.95.255(7) separately calls for an annual-renewal reminder 30 to 90 days before expiration and permits the elected postal or email route.
During dissolution
RCW 23.95.610(3)–(4) keeps the entity in existence for winding up and an application for reinstatement; the registered agent's authority continues. The nonprofit statute lists asset collection, property disposal, paying liabilities, distribution, and litigation among its winding-up effects (§ 24.03A.914), and preserves claims against the dissolved corporation (§ 24.03A.930).
Returning to active status
A dissolved nonprofit may seek reinstatement within five years (§§ 24.03A.934, 23.95.615(1)). Its executed application identifies the name, principal office, agent, dissolution date and cure. A name that no longer satisfies § 23.95.300 requires an amendment to its organic record. It must pay all annual license or renewal fees that accrued during the gap, the rule-set penalty fee, and the fee for the reinstatement year (§ 23.95.615(2)).
The Secretary files and serves a reinstatement statement after the statutory findings. Once effective under § 23.95.210, reinstatement relates back to dissolution, preserving the statute's exception for third-party reliance (§ 23.95.615(3)–(4)). A denial must state reasons, and the entity may seek superior-court review within 30 days after service (§ 23.95.620).
What trips people up
The annual-renewal reminder under § 23.95.255(7) precedes the separate dissolution-ground notice under § 23.95.610(1). The 60-day cure clock runs from service of the latter.
Common questions
Does a dissolved nonprofit lose its registered agent?
No. RCW 23.95.610(4) says administrative dissolution does not terminate the agent’s authority.
What if its former name is taken?
RCW 23.95.615(1)(a) requires a name satisfying § 23.95.300 and a name-change amendment with the application when it does not.
Statutes and sources
RCW 24.03A.070
Each domestic nonprofit corporation, and each registered foreign nonprofit corporation, shall deliver to the secretary of state for filing an annual report as required under RCW 23.95.255 (2).
Source: https://app.leg.wa.gov/RCW/default.aspx?cite=24.03A&full=true (accessed 2026-09-28).
RCW 24.03A.110
(1) Each nonprofit corporation shall designate and maintain a registered agent in this state. (2) The designation and maintenance of a nonprofit corporation's registered agent are governed by chapter 23.95 RCW.
Source: https://app.leg.wa.gov/RCW/default.aspx?cite=24.03A&full=true (accessed 2026-09-28).
RCW 24.03A.914
(1) A nonprofit corporation, the dissolution of which has been authorized, continues its corporate existence but may not carry on any activities except those appropriate to wind up and liquidate its affairs, including: (a) Collecting its assets; (b) Disposing of its properties that will not be distributed in kind; (c) Discharging or making provision for discharging its liabilities; (d) Distributing its remaining property as required by the plan of distribution; and (e) Doing every other act necessary to wind up and liquidate its activities and affairs. (2) Dissolution of or authorization to dissolve a nonprofit corporation does not: (a) Transfer title to the corporation's property; (b) Subject its directors or officers to standards of conduct different from those prescribed in RCW 24.03A.495 and 24.03A.590 ; (c) Change quorum or voting requirements for its board or members; change provisions for selection, resignation, or removal of its directors or officers or both; or change provisions for amending its bylaws; (d) Prevent commencement of a proceeding by or against the corporation in its corporate name; (e) Abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution; (f) Terminate the authority of the registered agent of the corporation; or (g) Modify any gift restriction, unless the restriction is modified in accordance with RCW 24.03A.190 .
Source: https://app.leg.wa.gov/RCW/default.aspx?cite=24.03A&full=true (accessed 2026-09-28).
RCW 24.03A.928
The secretary of state may commence a proceeding under RCW 23.95.610 to administratively dissolve a nonprofit corporation for any reason set forth in RCW 23.95.605 .
Source: https://app.leg.wa.gov/RCW/default.aspx?cite=24.03A&full=true (accessed 2026-09-28).
RCW 24.03A.930
(1) Administrative dissolution does not terminate, bar, or otherwise modify any claim against the administratively dissolved corporation. (2) A person is not liable in contract, tort, or otherwise solely by reason of being a director, officer, or member of a nonprofit corporation that was dissolved under RCW 24.03A.928 through 24.03A.942 , with respect to the activities or affairs of the corporation that have been continued, without knowledge of the dissolution.
Source: https://app.leg.wa.gov/RCW/default.aspx?cite=24.03A&full=true (accessed 2026-09-28).
RCW 24.03A.934
A nonprofit corporation administratively dissolved under RCW 23.95.610 may apply to the secretary of state for reinstatement by following the procedure and meeting the requirements set forth in RCW 23.95.615 . A nonprofit corporation denied reinstatement may obtain judicial review of the denial within the time specified in RCW 23.95.620 .
Source: https://app.leg.wa.gov/RCW/default.aspx?cite=24.03A&full=true (accessed 2026-09-28).
RCW 23.95.255
(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 initial report that states the information required under subsection (2) of this section. (2) A domestic entity or registered foreign entity shall deliver to the secretary of state for filing an annual report that states: (a) The name of the entity and its jurisdiction of formation; (b) The name and street and mailing addresses of the entity's registered agent in this state; (c) The street and mailing addresses of the entity's principal office; (d) In the case of a registered foreign entity, the street and mailing address of the entity's principal office in the state or country under the laws of which it is incorporated; (e) The names of the entity's governors; (f) A brief description of the nature of the entity's business; (g) The entity's unified business identifier number; (h) In the case of a nonprofit corporation, the corporation's federal employer identification number; and (i) In the case of a nonprofit corporation, any information required under RCW 24.03A.075 . (3) Information in an initial or annual report must be current as of the date the report is executed by the entity. (4) Annual reports must be delivered to the secretary of state on a date determined by the secretary of state and at such additional times as the entity elects. (5) If an initial or annual report does not contain the information required by this section, the secretary of state promptly shall notify the reporting entity in a record and return the report for correction. (6) If an initial or annual report contains the name or address of a registered agent that differs from the information shown in the records of the secretary of state immediately before the annual report becomes effective, the differing information in the initial or annual report is considered a statement of change under RCW 23.95.430 . (7) The secretary of state shall send to each domestic entity and registered foreign entity, not less than thirty or more than ninety days prior to the expiration date of the entity's annual renewal, a notice that the entity's annual report must be filed as required by this chapter and that any applicable annual renewal fee must be paid, and stating that if the entity fails to file its annual report or pay the annual renewal fee it will be administratively dissolved. The notice may be sent by postal or email as elected by the entity, addressed to its registered agent within the state, or to an electronic address designated by the entity in a record retained by the secretary of state. Failure of the secretary of state to provide any such notice does not relieve a domestic entity or registered foreign entity from its obligations to file the annual report required by this chapter or to pay any applicable annual renewal fee. The option to receive the notice provided under this section by email may be selected only when the secretary of state makes the option available.
Source: https://app.leg.wa.gov/RCW/default.aspx?cite=23.95&full=true (accessed 2026-09-28).
RCW 23.95.250
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 it: (1) In person to the person that submitted it for filing; (2) To the address of the person's registered agent; (3) To the principal office address of the person; or (4) To another address the person provides to the secretary of state for delivery.
Source: https://app.leg.wa.gov/RCW/default.aspx?cite=23.95&full=true (accessed 2026-09-28).
RCW 23.95.300
(1) The name of a domestic entity and the name under which a foreign entity may register to do business in this state , must be distinguishable on the records of the secretary of state from any: (a) Name of an existing domestic entity which at the time is not administratively dissolved; (b) Name of a foreign entity registered to do business in this state under Article 5 of this chapter; (c) Name reserved under RCW 23.95.310 ; or (d) Name registered under RCW 23.95.315 .
Source: https://app.leg.wa.gov/RCW/default.aspx?cite=23.95&full=true (accessed 2026-09-28).
RCW 23.95.605
The secretary of state may commence a proceeding under RCW 23.95.610 to dissolve a domestic entity administratively if: (1) The entity does not pay any fee, interest, or penalty required to be paid to the secretary of state when due; (2) The entity does not deliver an annual report to the secretary of state not later than one hundred twenty days after it is due; (3) The entity does not have a registered agent in this state for thirty consecutive days; or (4) The entity's period of duration stated in its public organic record expired.
Source: https://app.leg.wa.gov/RCW/default.aspx?cite=23.95&full=true (accessed 2026-09-28).
RCW 23.95.610
(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 the entity pursuant to RCW 23.95.250 with notice in a record of the secretary of state's determination. (2) If a domestic entity, not later than sixty days after service of the notice required by subsection (1) of this section, does not cure or demonstrate to the satisfaction of the secretary of state the nonexistence of each ground determined by the secretary of state, the secretary of state shall administratively dissolve the entity by executing a statement of administrative dissolution that recites the grounds for dissolution and the effective date of dissolution. The secretary of state shall file the statement and serve a copy on the entity pursuant to RCW 23.95.250 . (3) A domestic entity that is dissolved administratively continues its existence as an entity but may not carry on any activities except as necessary to wind up its activities and affairs and liquidate its assets in the manner provided in its organic law or to apply for reinstatement under RCW 23.95.615 . (4) The administrative dissolution of a domestic entity does not terminate the authority of its registered agent.
Source: https://app.leg.wa.gov/RCW/default.aspx?cite=23.95&full=true (accessed 2026-09-28).
RCW 23.95.615
(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 date of dissolution. The application must be executed by the entity and state: (a) The name of the entity and a statement that the name satisfies RCW 23.95.300 ; if the name does not satisfy RCW 23.95.300 , the entity must deliver with its application an amendment to its public organic record changing its name; (b) The address of the principal office of the entity and the name and address of its registered agent; (c) The effective date of the entity's administrative dissolution; and (d) That the grounds for dissolution did not exist or have been cured. (2) To be reinstated, an entity must pay the full amount of all annual license or renewal fees which would have been assessed during the period of administrative dissolution had the entity been in active status, plus a penalty fee established by the secretary of state by rule, and the license or renewal fee for the year of reinstatement. (3) If the secretary of state determines that an application under subsection (1) of this section contains the information required by subsection (1) of this section, is satisfied that the information is correct, and determines that all payments required to be made to the secretary of state by subsection (2) of this section have been made, the secretary of state shall: (a) Cancel the statement of administrative dissolution and prepare a statement of reinstatement that states the secretary of state's determination and the effective date of reinstatement; (b) File the statement; and (c) Serve a copy of the statement on the entity. (4) When reinstatement under this section is effective as provided in RCW 23.95.210 : (a) It relates back to and takes effect as of the effective date of the administrative dissolution; and (b) The domestic entity resumes carrying on its activities and affairs as if the administrative dissolution had never occurred, except for the rights of a person arising out of an act or omission in reliance on the dissolution before the person knew or had reason to know of the reinstatement.
Source: https://app.leg.wa.gov/RCW/default.aspx?cite=23.95&full=true (accessed 2026-09-28).
RCW 23.95.620
(1) If the secretary of state denies a domestic entity's application for reinstatement following administrative dissolution, the secretary of state shall serve the entity with a notice in a record that explains the reasons for denial. (2) An entity may seek judicial review of denial of reinstatement in the superior court not later than thirty days after service of the notice of denial.
Source: https://app.leg.wa.gov/RCW/default.aspx?cite=23.95&full=true (accessed 2026-09-28).
RCW 23.95.210
Except as otherwise provided in this chapter and subject to RCW 23.95.220 (4), an entity filing is effective: (1) On the date of filing and at the time specified in the entity filing as its effective time; (2) Unless prohibited by the entity's organic law, at a specified delayed effective date and time, which may not be more than ninety days after the date of filing; (3) If a delayed effective date is specified, but no time is specified, at 12:01 a.m. on the date specified; or (4) If subsection (1), (2), or (3) of this section does not apply, on the date and at the time of its filing by the secretary of state as provided in RCW 23.95.225 .
Source: https://app.leg.wa.gov/RCW/default.aspx?cite=23.95&full=true (accessed 2026-09-28).
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