Corporation Voluntary Dissolution and Closure Packet - Washington

WASHINGTON CORPORATION VOLUNTARY DISSOLUTION AND CLOSURE PACKET

Scope gate. Use only for a consensual Washington domestic profit corporation that can satisfy or reasonably provide for its liabilities. Do not use for a disputed or judicial dissolution, insolvency or bankruptcy, nonprofit corporation, regulated entity, merger, or unresolved authority or ownership dispute.

Separate systems remain separate. Washington articles of dissolution do not themselves close federal tax, payroll, licenses, bank accounts, contracts, benefit plans, insurance, or foreign registrations.

Use this packet with the universal board resolution and universal plan of dissolution and liquidation, customized to Washington's authorization and publication rules.

1. ENTITY AND ROUTE CHECK

☐ Secretary of State record, articles, bylaws, stock ledger, shareholder agreements, and board records reviewed.

☐ Department of Revenue clearance process started early enough for the proposed filing.

2. WASHINGTON AUTHORIZATION GATE

Select one route:

☐ No shares issued — RCW 23B.14.010(1). A majority of initial directors, or a majority of incorporators if initial directors were not named or elected, approved dissolution.

☐ Board and shareholders — RCW 23B.14.020. The board proposed dissolution and made the required recommendation or communicated its basis for proceeding without one. Each shareholder received the required meeting or action-without-meeting notice.

For a corporation formed before August 1, 2024, the default approval is two-thirds of votes entitled to be cast and two-thirds of each separately voting group, subject to a valid different requirement not below a majority. For a corporation formed on or after August 1, 2024, the default is a majority of votes entitled to be cast and a majority of each separately voting group, unless a greater requirement applies.

☐ Board-only financial-distress route — RCW 23B.14.010(2). This packet does not implement that insolvency-related route; obtain Washington insolvency counsel if it may apply.

Approval record

3. ARTICLES AND REQUIRED PUBLICATION

Under RCW 23B.14.030, deliver both a Department of Revenue clearance certificate and articles stating the corporate name, approval date, and applicable approval route. Dissolution occurs on the articles' effective date.

Within 30 days after that effective date, publish dissolution notice once a week for three consecutive weeks in a newspaper of general circulation in the county of the principal office or, if none in Washington, the last registered office. The notice must request claims, describe required claim information, provide a mailing address, and state that untimely claims may be barred.

Publication and claim log

☐ Three weekly publications completed within the statutory 30-day start window.

☐ Publication proof retained.

4. WINDING UP

Under RCW 23B.14.050, the dissolved corporation continues only for winding up and liquidation. It may collect assets, dispose of property subject to liens and contractual restrictions, satisfy or reasonably provide for liabilities according to priority and pro rata within each class, distribute remaining property subject to RCW 23B.06.400, and complete other necessary acts.

☐ Ordinary business stopped except for lawful winding-up activity.

☐ Matured, unmatured, contingent, conditional, tort, contract, and statutory liabilities reviewed for payment or reasonable provision.

☐ No shareholder distribution made before the board documented adequate liability provision.

Liability and reserve log

5. WASHINGTON FILING PREPARATION

☐ Current Secretary of State profit-corporation Articles of Dissolution completed with matching name and UBI.

☐ Department of Revenue Clearance Certificate—not merely the application—attached.

☐ Any delayed effective date is no more than 90 days after filing.

As of 2026-07-29, the official form revised October 2023 states no standard filing fee and a $100 expedited-service fee. Recheck the current form, fees, filing channel, and instructions immediately before submission.

6. SEPARATE CLOSURE WORK

☐ Final payroll, wage, benefits, and employee notices completed.

☐ Federal and Washington tax and information-return work reviewed separately.

☐ Licenses, permits, trade names, contracts, insurance, subscriptions, utilities, and financial accounts separately closed or transferred.

☐ Foreign registrations separately withdrawn.

☐ Records retained at [LOCATION] by [CUSTODIAN] through [DATE].

7. FINAL CLOSURE CERTIFICATE

The undersigned certifies that corporate authorization is documented; the revenue-clearance certificate was attached; required publication was completed; liabilities were paid or reasonably provided for before distributions; and the Washington filing was accepted.

Authorized signer: [________________________________]

Signature: [________________________________] Date: [__/__/____]

SOURCES AND REFERENCES

• Washington Legislature — RCW 23B.14.010
• Washington Legislature — RCW 23B.14.020
• Washington Legislature — RCW 23B.14.030
• Washington Legislature — RCW 23B.14.050
• Washington Secretary of State — Profit Corporation Articles of Dissolution

Statutes, form, and dated filing facts verified 2026-07-29; recheck immediately before submission.