Voluntary LLC Dissolution and Cancellation Requirements in Washington
At a glance
| Governing law and scope | Washington Limited Liability Company Act, RCW ch. 25.15, Article VIII; ordinary domestic LLC dissolution, optional certificate, winding up, and claims (§§ 25.15.265-.309) |
|---|---|
| Dissolution event and approval | Certificate-of-formation date, LLC-agreement event, or written consent of all members; also 90 days after last-member dissociation unless transferees timely admit a member (§ 25.15.265) |
| Pre-filing status and tax clearance | No good-standing, tax-clearance, or final-return requirement appears in the certificate's statutory contents or current SOS form; the filing attests that dissolution occurred (§ 25.15.269; SOS form) |
| Winding-up authority and powers | Existing managers or members under the LLC's management structure wind up; last member's legal representative or majority-selected transferee appointee may act if none remain. Continue only to preserve briefly, litigate, transfer property, settle, discharge liabilities, and distribute (§ 25.15.297) |
| Creditor notice and claims | Only a filer may use optional known-claim notice: at least 120 days to submit and 90 days to sue after rejection. An unrevoked certificate creates a general 3-year action bar; no publication procedure appears (§§ 25.15.301, .309) |
| Debts, reserves, and distributions | Creditors, including member/manager creditors, first; then member-distribution liabilities, contribution return, and residual shares. Pay or reasonably provide for all known contingent, conditional, unmatured, and unidentified-holder obligations; improper-distribution actions have a 2-year limit (§§ 25.15.231, .236, .305) |
| Termination filing and signer | Optional Certificate of Dissolution—not a later cancellation/termination filing—states LLC name and that it is dissolved. Person(s) authorized to wind up sign; form also requires UBI, effective date, attestation, and signer details (§§ 25.15.086, .269; SOS form) |
| Fee, method, and effective date | $0 base fee; online or paper, optional $100 expedite. Filing is effective on acceptance/file date or a stated future date/time no more than 90 days later (§§ 23.95.210, .260; SOS form, rev. Oct. 2023) |
| Survival, revocation, and post-closure | LLC continues after dissolution only for winding up and suits. Agreement-event or unanimous-consent dissolution may be revoked; after certificate filing, file revocation within 120 days, relating back. No separate ordinary cancellation or terminal filing appears (§§ 25.15.294, .297, .309) |
Requirements one by one
Dissolution may come from the formation record, agreement, or unanimous consent
Under § 25.15.265, the first applicable event controls. A date in the certificate of formation can cause dissolution. So can an event in the LLC agreement or the written consent of every member.
If the last member dissociates, the LLC generally dissolves after 90 days unless the transferees use the statutory vote to admit one or more members by day 90. These events begin dissolution and winding up; they do not depend on a later Certificate of Dissolution filing.
The LLC continues only to wind up
Section 25.15.297 keeps the dissolved LLC in existence only for winding up. Its existing managers or members under the LLC's management structure ordinarily take charge. If none remain, the last member's legal representative may act. If the responsible people decline or fail, a majority of transferees may appoint a person to wind up.
The company may preserve the business or property as a going concern for a reasonable time, litigate, transfer property, settle disputes, and do other necessary acts. It must discharge liabilities, close its activities, marshal assets, and distribute them.
The Certificate of Dissolution is optional
RCW § 25.15.269 says a dissolved LLC “may” file the certificate. The filing states the LLC's name and that dissolution occurred under § 25.15.265. Under § 25.15.086, the person or people authorized to wind up sign it.
The current Secretary of State form also asks for the UBI, filing-effective date, dissolution attestation, return address, and authorized signer's details. Neither the statute's required contents nor the form asks for a good-standing certificate, tax-clearance attachment, or final-return statement.
Filing opens the known-claim procedure
Only an LLC that filed a Certificate of Dissolution may use § 25.15.301. The optional notice must give a known claimant at least 120 days after receiving the notice to submit a claim. A claimant whose timely claim is rejected has 90 days after receiving the rejection to sue.
The Act does not prescribe a parallel newspaper-publication process for an LLC. Instead, § 25.15.309 gives an unrevoked certificate a broader consequence: an action on a claim is barred if it is not commenced within three years after the certificate was filed.
Creditors and reserves come before owners
Under § 25.15.305, creditors come first, including members and managers who are creditors. Member-distribution liabilities follow. Members then receive return of contributions and the residual interests in their distribution proportions.
The dissolved LLC must pay or make reasonable provision for every known claim and obligation, including contingent, conditional, and unmatured obligations and obligations whose holder is not identified. Section 25.15.231 separately bars a distribution that would leave the LLC unable to pay debts as they become due or with liabilities exceeding the statutory asset measure.
Improper-distribution exposure lasts two years
Under § 25.15.236, a member or manager who consents to an excessive distribution and fails the duty-of-care standard may owe the excess to the LLC. A recipient who knew the distribution violated § 25.15.231 may also owe the excess received. An action under § 25.15.236 must begin within two years after the distribution.
The filing costs nothing and may be delayed
RCW § 23.95.260 provides no fee for articles of dissolution, and the Secretary of State applies that no-fee rule to the LLC Certificate of Dissolution. The form may be filed online or on paper. Optional expedited service costs $100.
Under § 23.95.210 and the form, the filing may take effect on the filing date or at a stated future date and time no more than 90 days later. That is the certificate's effective date, not a substitute for the earlier internal event that caused dissolution.
Revocation has a 120-day filing clock
Under § 25.15.294, revocation is permitted when dissolution arose from an LLC- agreement event or all members' written consent. Ordinarily, revocation uses the same approval method as dissolution; an agreement-event dissolution instead uses the method needed to amend the relevant agreement provision.
If no certificate was filed, revocation becomes effective on approval. If one was filed, the LLC must file a Certificate of Revocation of Dissolution no more than 120 days after the dissolution certificate. Revocation relates back and lets the LLC resume as though dissolution never occurred.
What trips people up
Washington's Certificate of Dissolution is not a post-winding-up cancellation document. Filing is optional and can occur after dissolution starts. The LLC then remains limited to winding up under § 25.15.297 rather than disappearing from the law.
The form calls the entity permanently dissolved after 120 days because ordinary revocation or reinstatement is then unavailable. That statement should not be read to erase § 25.15.309's surviving remedies or the LLC's power to prosecute and defend claims in its own name.
The choice not to file has consequences. It avoids the certificate's formal revocation clock, but it also leaves the LLC outside § 25.15.301's known-claim procedure and § 25.15.309's three-year general claim bar.
Common questions
Must the LLC file a Certificate of Dissolution?
No. RCW § 25.15.269 makes the filing optional. Filing provides public notice and access to claim-bar procedures, but it is not a mandatory later cancellation.
Do all members have to consent?
All members must give written consent when that is the route used. A date in the certificate of formation or an event in the LLC agreement can instead cause dissolution under its own terms.
Must the LLC notify every creditor?
The Act's claim notice is optional, not universal. If a filer uses § 25.15.301, the known claimant receives at least 120 days to submit the claim.
Is there a separate filing after winding up is complete?
No ordinary terminal filing appears in Article VIII. The optional Certificate of Dissolution records a dissolution that has already occurred; the LLC then continues only for statutory winding-up and claim purposes.
Statutes and sources
- RCW §§ 25.15.265, .269, and .294 — dissolution events, the optional certificate, and revocation. Washington Legislature, accessed July 28, 2026.
- RCW §§ 25.15.297, .301, .305, and .309 — winding up, claims, distribution priority, and surviving remedies. Washington Legislature, accessed July 28, 2026.
- RCW §§ 25.15.231 and .236 — distribution limits and two-year liability. Washington Legislature, accessed July 28, 2026.
- RCW §§ 25.15.086, 23.95.210, and 23.95.260 — signer, filing effect, and fee. Washington Legislature, accessed July 28, 2026.
- Washington Secretary of State, Certificate of Dissolution—LLC & PLLC, revised October 2023 and accessed July 28, 2026.
Source links
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