The Washington LLC Certificate of Dissolution is the official form a Washington limited liability company files with the Washington Secretary of State Corporations Division to formally end its legal existence after the members vote to close the business. Filing this form stops the clock on annual report fees, license tax exposure, and personal liability for ongoing entity obligations under RCW 25.15.265 through 25.15.300.
Washington processes more than 18,000 LLC dissolutions every year through the Corporations and Charities Filing System (CCFS), and roughly one in seven paper filings gets bounced back for missing UBI numbers, wrong effective dates, or unsigned certifications. This guide walks you through every box, every signature line, and every wind-up duty so your filing clears on the first try.
- 📋 The exact line-by-line entries for the current Certificate of Dissolution (Rev. 1/2024)
- 🧾 The pre-filing checklist of UBI numbers, member consents, and tax clearances you need before opening the form
- 💻 How to file online through CCFS, by mail, or in person — with fees, processing times, and proof-of-filing tips
- ⚠️ The 10 most common dissolution mistakes that trigger rejection or personal liability
- 🧠 Three full named-filer scenarios showing exactly what gets typed into each field
What the Form Is and Who Must File It
The Washington LLC Certificate of Dissolution (sometimes called the Statement of Dissolution on older versions) is a one-page state filing that tells the Secretary of State your LLC has voted to dissolve and is winding up its affairs. The form is authorized by RCW 25.15.270 and replaces the older Statement of Dissolution that appeared in pre-2016 versions of the Washington Limited Liability Company Act. Filing it is the legal trigger that moves your LLC from “active” status into “dissolved-winding up” status on the state’s records.
Every Washington LLC that has formally voted to dissolve must file this Certificate before it can finish winding up and submit a Certificate of Termination. That includes domestic LLCs formed under Washington law and series LLCs that have elected to terminate a single protected series under RCW 25.15.376. Foreign LLCs registered in Washington do not file this form — they instead file a Certificate of Withdrawal of Foreign Registration through the same CCFS portal.
The form does not by itself close your LLC. It starts the wind-up clock during which the LLC must collect assets, pay creditors, settle taxes with the Washington Department of Revenue Business Closure unit, notify members, and distribute remaining property. Skipping any of those wind-up duties can pierce the LLC’s liability shield under RCW 25.15.131 and expose members to personal claims for unpaid debts.
Before You Start: Documents and Information You Need
Pulling these items together before you open the form keeps the process under 15 minutes online. Missing any one of them is the single biggest reason CCFS rejects a filing or kicks it back for correction.
- UBI number. Your nine-digit Unified Business Identifier from the Washington Department of Revenue is required on every line that asks for the entity. Without it, CCFS cannot match your filing to your LLC record and will not let you proceed.
- Exact legal name of the LLC. It must match the name on file with the Secretary of State, including punctuation, “LLC” or “L.L.C.”, and capitalization. A mismatch causes a name-search failure that voids the filing.
- Date of formation. The original effective date from your Certificate of Formation. The state cross-checks this against its database to confirm the LLC exists.
- Written consent or member resolution. A signed record showing the members voted to dissolve under RCW 25.15.265. You do not file the resolution, but you must keep it for six years.
- Effective date of dissolution. Either the filing date or a future date up to 90 days out. Past dates are not accepted.
- Authorized signer’s name and title. Usually a member or manager with authority under the operating agreement.
- Final tax status from DOR. A Business License closure confirmation from the DOR business closure portal so you know no excise tax remains.
- Federal EIN closure letter or plan. The IRS guide to closing a business explains the final Form 1065 or 1120 you must file.
- Payment method. A credit card for the CCFS portal or a check made out to “Secretary of State” for paper filings.
- Registered agent confirmation. Your registered agent must remain active until the Certificate of Termination is filed under RCW 25.15.046.
Where to Get the Form and How to Access It
The current Certificate of Dissolution is available as a fillable PDF on the Washington Secretary of State LLC forms page. The form bears a revision date of 1/2024 in the bottom-left corner — confirm that revision before filing because the state rejects superseded versions.
You can also complete the same filing entirely online through the Corporations and Charities Filing System (CCFS), which auto-fills your LLC’s name, UBI, and registered agent from the state database. The online version is the fastest channel and the one the Secretary of State actively recommends in its filing tips bulletin.
In-person filers can pick up a paper form at the Secretary of State’s office at 801 Capitol Way South, Olympia, WA 98504. Mail filers download the PDF, print it on white 8.5”×11” paper, and send it to the Corporations Division at PO Box 40234, Olympia, WA 98504-0234. The state does not accept faxed or emailed Certificates of Dissolution — that channel was retired in 2019 under updated WAC 434-112.
Step-by-Step: How to Fill Out the Washington Certificate of Dissolution Line by Line
The form has nine numbered fields plus a signature block. Each field below includes plain English, the exact entry format, a named example, an edge case, the most common mistake, and a misconception.
Field 1: UBI Number
This field asks for your nine-digit Unified Business Identifier, the number Washington uses to track your LLC across the Secretary of State, Department of Revenue, and Employment Security.
Type the nine digits with no dashes or spaces. Do not include the two-digit location suffix that appears on your Business License — only the first nine digits.
For example, Maria Lopez of Cascade Coffee Roasters LLC writes 602 145 778 as 602145778.
If your LLC was formed before 1977 and has an older eight-digit Master Business License number, contact the DOR Business Licensing Service for the converted UBI before filing.
A common mistake is using the federal EIN here instead of the UBI, which causes CCFS to reject the filing as “entity not found” and forces a refile.
The misconception is that the UBI and EIN are interchangeable — they are not. The EIN is federal, the UBI is state, and only the UBI belongs in this box.
Field 2: Exact Name of the Limited Liability Company
This field asks for the full legal name of your LLC exactly as it appears on the Certificate of Formation.
Type the name in mixed case with the entity designator (“LLC” or “Limited Liability Company”) and any punctuation that exists on the original record. Do not abbreviate “Limited Liability Company” if your formation document spelled it out.
For example, Marcus Chen of Pacific Northwest Drone Services, L.L.C. types Pacific Northwest Drone Services, L.L.C., not Pacific NW Drone Services LLC.
If the LLC has changed names since formation, use the most recent amended name on file. You can confirm the current name through the CCFS Business Search.
A common mistake is leaving out the comma before “LLC,” which causes a name-mismatch flag and a rejection notice mailed within five business days.
The misconception is that small punctuation differences do not matter — the Secretary of State runs an exact-character match, and even a missing period kicks the filing back.
Field 3: Date of Formation
This field asks for the original effective date your LLC came into existence in Washington.
Enter the date in MM/DD/YYYY format. Use the date stamped on your filed Certificate of Formation, not the date you signed it.
For example, Janet Williams of Olympia Estate Planning LLC enters 04/12/2018.
If your LLC converted from another entity type, use the date of the conversion’s effectiveness, which appears on the Certificate of Conversion under RCW 25.15.436.
A common mistake is using the date the operating agreement was signed, which is usually different from the state-stamped formation date and triggers a verification hold.
The misconception is that the IRS EIN issuance date is the formation date — the IRS date can be later than the state filing date and is not what this field wants.
Field 4: Effective Date of Dissolution
This field asks when you want the dissolution to legally take effect.
Either leave the field blank to default to the filing date, or enter a future date up to 90 days after filing in MM/DD/YYYY format. Past dates are not accepted under RCW 23.95.260.
For example, Aisha Patel of Spokane Tutoring Group LLC writes 12/31/2026 to align dissolution with the calendar year-end.
If you need a delayed effective date longer than 90 days, you must file an amendment closer to the target date. The state does not honor open-ended future dates.
A common mistake is writing a date in the past hoping to backdate dissolution for tax purposes — the state rejects the filing and the Department of Revenue treats the LLC as active until the actual filing date.
The misconception is that dissolution can be retroactive — Washington law is clear that dissolution is prospective only, and tax obligations continue until the actual effective date.
Field 5: Reason for Dissolution
This field asks which statutory trigger caused dissolution. The form lists check-box options that mirror RCW 25.15.265.
Check the box for member consent in nearly all voluntary closures. Other boxes include event specified in the operating agreement, judicial dissolution, and administrative dissolution.
For example, Carlos Ramirez of Tacoma Food Trucks LLC checks the “consent of all members” box because the three members signed a written resolution on 03/15/2026.
If your operating agreement names a specific dissolution event (such as “the death of the founding member”), check the operating-agreement box and keep the agreement on file for six years.
A common mistake is checking “judicial dissolution” when no court order exists, which triggers a request from the state for the certified court order and stalls the filing.
The misconception is that the form requires a narrative explanation — it does not, and adding one in the margins can confuse the examiner and slow processing.
Field 6: Wind-Up Certification
This field asks the signer to certify that the LLC has begun the wind-up process required by RCW 25.15.295.
Initial the certification box to confirm the LLC will collect assets, pay creditors, give notice to known claimants, and distribute remaining property to members.
For example, Maria Lopez initials “ML” inside the certification box, signaling she has begun notifying Cascade Coffee Roasters’ suppliers and landlord.
If wind-up has not yet started, do not file the Certificate yet — file only after the LLC has at least begun creditor notice, because the certification is sworn under penalty of perjury under RCW 9A.72.085.
A common mistake is initialing the box before sending creditor notices, which can be treated as a false certification and used by creditors to argue the liability shield should be ignored.
The misconception is that wind-up only means “stop doing business” — it actually requires affirmative steps like creditor notice, asset liquidation, and final tax filings.
Field 7: Return Address
This field asks where the Secretary of State should mail the filed and stamped copy of your Certificate.
Enter a complete street address or PO Box, city, state, and ZIP. Use an address that will be valid for at least 30 days because that is the typical mail-back window.
For example, Janet Williams enters 1420 Capitol Way S, Suite 200, Olympia, WA 98501.
If you have already vacated your business address, use the address of a member, attorney, or registered agent who can receive mail on the LLC’s behalf.
A common mistake is using the LLC’s old business address that is no longer staffed, which means the stamped copy gets returned undeliverable and you lose your only proof of filing.
The misconception is that CCFS online filings do not need a return address — they do, because the system still mails a paper confirmation in addition to the email PDF.
Field 8: Authorized Signer Name and Title
This field asks for the printed name and title of the person signing on behalf of the LLC.
Print the full legal name and the title (Member, Manager, Managing Member, or Authorized Person) on the lines provided. The signer must have authority under the operating agreement.
For example, Carlos Ramirez prints “Carlos M. Ramirez, Managing Member”.
If the LLC is manager-managed, only managers should sign. If it is member-managed, any member with authority can sign. An attorney signing under power of attorney must attach the POA.
A common mistake is having a non-member employee sign, which voids the filing because RCW 25.15.270 limits signing authority to members, managers, or court-appointed receivers.
The misconception is that the registered agent can sign the dissolution — they cannot, unless they are also a member or manager.
Field 9: Signature and Date
This field is the actual signature line plus the date of signing.
Sign in blue or black ink for paper filings, or apply the digital signature in CCFS. Enter the signing date in MM/DD/YYYY format.
For example, Aisha Patel signs in blue ink and writes 05/22/2026.
If multiple signers are required by the operating agreement, attach an addendum with all signatures. The form’s single signature line is enough only if one signer has full authority.
A common mistake is signing in pencil or with a stamped signature, both of which the state rejects under its handwritten-original rule.
The misconception is that an electronic signature pasted onto a PDF is acceptable for mail filings — it is not. Only CCFS digital signatures count as electronic; mail filings need wet ink.
Three Filled-Out Examples Using Real Scenarios
Scenario 1: Maria Lopez, Single-Member LLC Closing Voluntarily
Maria runs Cascade Coffee Roasters LLC out of Bellingham and is retiring after eight years.
| Form Section | What Maria Enters |
|---|---|
| UBI Number | 602145778 |
| Exact LLC Name | Cascade Coffee Roasters, LLC |
| Date of Formation | 06/01/2018 |
| Effective Date of Dissolution | 06/30/2026 |
| Reason for Dissolution | Checks consent of sole member |
| Wind-Up Certification | Initials ML |
| Return Address | 2210 Cornwall Ave, Bellingham, WA 98225 |
| Authorized Signer | Maria Lopez, Sole Member |
| Signature/Date | Signs in blue ink, dated 05/22/2026 |
Scenario 2: Marcus Chen, Multi-Member LLC Dissolving by Vote
Marcus is the managing member of Pacific Northwest Drone Services, L.L.C., which three members voted to dissolve.
| Form Section | What Marcus Enters |
|---|---|
| UBI Number | 603889112 |
| Exact LLC Name | Pacific Northwest Drone Services, L.L.C. |
| Date of Formation | 03/15/2021 |
| Effective Date of Dissolution | Blank (defaults to filing date) |
| Reason for Dissolution | Checks consent of all members |
| Wind-Up Certification | Initials MC |
| Return Address | 500 Union St, Suite 900, Seattle, WA 98101 |
| Authorized Signer | Marcus T. Chen, Managing Member |
| Signature/Date | CCFS digital signature, 05/22/2026 |
Scenario 3: Janet Williams, Administratively Dissolved LLC Winding Up
Janet’s Olympia Estate Planning LLC was administratively dissolved for missing two annual reports and now needs a voluntary Certificate to clean up the record.
| Form Section | What Janet Enters |
|---|---|
| UBI Number | 601447003 |
| Exact LLC Name | Olympia Estate Planning LLC |
| Date of Formation | 04/12/2018 |
| Effective Date of Dissolution | 05/22/2026 |
| Reason for Dissolution | Checks administrative dissolution acknowledged |
| Wind-Up Certification | Initials JW |
| Return Address | 1420 Capitol Way S, Suite 200, Olympia, WA 98501 |
| Authorized Signer | Janet R. Williams, Member |
| Signature/Date | Signs in black ink, dated 05/22/2026 |
How to File the Completed Form
Washington offers three filing channels, and each has different fees, processing times, and proof-of-filing rules under the Secretary of State fee schedule.
Online through CCFS. Log in at the Corporations and Charities Filing System and select “File Documents.” The fee is $20 standard or $50 for two-hour expedited service. Pay with Visa, Mastercard, Discover, or e-check. Standard processing is two business days; expedited is two business hours. Save the emailed PDF receipt and the CCFS confirmation number as your proof of filing.
By mail. Print the completed PDF and mail with a $20 check payable to “Secretary of State” to PO Box 40234, Olympia, WA 98504-0234. Processing takes 5–7 business days from receipt. Keep the certified mail receipt and the file-stamped copy that the state mails back as your proof of filing.
In person. Bring the completed form and $50 expedited fee (or $20 standard) to 801 Capitol Way South, Olympia, WA 98504, between 8:00 a.m. and 5:00 p.m. Monday through Friday. The cashier accepts cash, check, or credit card. Same-day expedited filings are returned with a file stamp at the counter, which is your strongest proof of filing.
What Happens After You File
Once the Secretary of State accepts the Certificate, your LLC’s status on the CCFS Business Search changes from “Active” to “Dissolved – Winding Up.” That status can last from a few weeks to several years depending on how long wind-up takes.
During wind-up, the LLC retains legal capacity only for the limited purposes listed in RCW 25.15.295 — collecting assets, paying creditors, defending lawsuits, and distributing property. New business activity outside those purposes can strip the liability shield and expose members personally.
You must also close the LLC’s Department of Revenue Business License, file a final federal tax return through the IRS closing-a-business process, cancel city and county licenses, and notify Employment Security if you had employees. Once all wind-up is complete, file the Certificate of Termination with the Secretary of State to end the LLC’s legal existence permanently.
Mistakes to Avoid When Filling Out the Form
These are the errors the Corporations Division flags most often. Each one can delay your filing or expose you to personal liability.
- Using the EIN instead of the UBI in Field 1 — the filing is rejected as “entity not found.”
- Misspelling the LLC name or omitting a comma — exact-match search fails and the form is returned.
- Using a past effective date — Washington law forbids backdating and the filing is rejected.
- Signing before wind-up begins — false certification can void the liability shield in later litigation.
- Letting a non-member employee sign — unauthorized signatures void the filing under RCW 25.15.270.
- Using a stale return address — the state’s mail-back gets returned and you lose proof of filing.
- Forgetting to close the DOR Business License — excise tax keeps accruing on a “dissolved” LLC.
- Skipping creditor notice under RCW 25.15.298 — known claimants can sue members personally for two more years.
- Filing while annual report fees are unpaid — the Secretary of State rejects the dissolution until fees clear.
- Treating dissolution as termination — the LLC still legally exists until you file the separate Certificate of Termination.
Do’s and Don’ts
Do confirm the form revision date is 1/2024 or later before filing because earlier versions are rejected.
Do send written creditor notice under RCW 25.15.298 because it cuts the claim window from three years to 120 days.
Do keep the member consent resolution for six years so you can prove authority if challenged.
Do close the DOR Business License within 10 days of the effective date because excise tax otherwise continues.
Do save the CCFS confirmation email as your primary proof of filing because the mailed copy can be lost.
Do keep the registered agent active until the Certificate of Termination is filed because dissolved-winding-up LLCs still need service of process.
Don’t backdate the effective date because Washington rejects the filing and the IRS can treat it as fraud.
Don’t distribute remaining property before paying creditors because RCW 25.15.300 makes members personally liable for the shortfall.
Don’t ignore administrative dissolution notices because reinstatement is cheaper than starting a new LLC.
Don’t assume dissolution erases tax debt because the Department of Revenue can still collect from members on a successor-liability theory.
Don’t sign in pencil or with a stamp because the state rejects non-original signatures on paper filings.
Don’t use the form to dissolve a foreign LLC because foreign LLCs need a Certificate of Withdrawal instead.
Pros and Cons of Filing on Your Own vs. With Help
Pros of filing on your own: the $20 state fee is the only out-of-pocket cost; CCFS auto-fills most data; the form is short; you control the timeline; and you learn the wind-up process firsthand.
Cons of filing on your own: you are responsible for creditor notice; you can miss tax-clearance steps; signature authority errors can void the filing; you may not catch successor-liability traps under RCW 25.15.300; and you must track the Certificate of Termination separately.
Pros of filing with a lawyer or CPA: they coordinate state, DOR, and IRS closures; they draft creditor notice letters that trigger the 120-day claim cutoff; they review the operating agreement for signature rules; they preserve the liability shield in dispute-heavy closures; and they can defend the filing if a creditor sues later.
Cons of filing with help: legal fees typically run $500–$2,500; engagement letters take time; multi-member coordination is harder with a third party; some attorneys insist on judicial dissolution when consent would suffice; and you still must sign personally.
Certificate of Dissolution vs. Certificate of Termination
| Feature | Certificate of Dissolution / Certificate of Termination |
|---|---|
| Purpose | Starts wind-up / Ends legal existence |
| Statute | RCW 25.15.270 / RCW 25.15.300 |
| When filed | After member vote / After wind-up complete |
| Fee | $20 standard / $20 standard |
| LLC status after | Dissolved – Winding Up / Terminated |
| Annual report still due? | Yes, until termination / No |
| Liability shield | Preserved if wind-up done right / Ends with limited tail |
| Reversible? | Yes, by member vote / No |
FAQs
Do I file the Certificate of Dissolution or the Statement of Dissolution?
Yes — file the Certificate of Dissolution. The “Statement of Dissolution” is the older pre-2016 name, and the current Secretary of State form is titled Certificate of Dissolution.
Can I write a past date in Field 4 to backdate dissolution?
No — Washington rejects past effective dates under RCW 23.95.260. You can only choose the filing date or a future date up to 90 days out.
Do I write the EIN or the UBI in Field 1?
No EIN — Field 1 wants the nine-digit UBI from the Department of Revenue, not the federal EIN. Using the EIN causes an “entity not found” rejection.
Do I write “LLC” or “Limited Liability Company” in Field 2?
Yes — write whichever version appears on your Certificate of Formation. Exact match is required, including punctuation, capitalization, and the “L.L.C.” vs “LLC” choice.
Can my registered agent sign the Certificate?
No — only members, managers, or court-appointed receivers may sign under RCW 25.15.270. A registered agent who is not also a member cannot sign.
Do I need to send creditor notice before filing?
No — but you should start it soon after, because RCW 25.15.298 cuts the creditor claim window from three years to 120 days once written notice goes out.
Is the $20 filing fee refundable if my filing is rejected?
No — the Secretary of State keeps the fee even on rejection. You must pay another $20 when you refile the corrected form.
Can I dissolve an LLC that owes back annual report fees?
No — the Corporations Division will not accept the Certificate until all back annual report fees and late penalties are paid in full.
Does filing the Certificate close my Department of Revenue account?
No — you must separately close the Business License through the DOR business closure portal. Otherwise excise tax keeps accruing.
Can a single-member LLC use this same form?
Yes — single-member LLCs file the same Certificate of Dissolution and check the “consent of all members” box, with the sole member signing.
Does dissolution end my personal liability for LLC debts?
No — dissolution preserves the existing liability shield, but improper wind-up or premature distributions under RCW 25.15.300 can expose members personally.
Can I revoke the dissolution after filing?
Yes — Washington allows revocation under RCW 25.15.275 by filing a Certificate of Revocation of Dissolution within 120 days of the effective date, with member consent.
Do I file a separate form to formally end the LLC?
Yes — once wind-up is complete, file a Certificate of Termination through CCFS to fully end the LLC’s legal existence. Without it, annual reports remain technically due.
Does dissolving the LLC close my federal EIN?
No — you must send a separate letter to the IRS using the closing-a-business guide to close the EIN account.
Related reading
- How to Fill Out Massachusetts Articles of Dissolution (Corporation) + FAQs
- How to Fill Out Washington Corporation Annual Report + FAQs
- How to Fill Out Washington LLC Annual Report + FAQs
- How to Fill Out Washington LLC Certificate of Formation + FAQs
- How to Fill Out New Jersey Certificate of Dissolution (w/Examples) + FAQs
- How to Fill Out California Form LLC-3 (w/Examples) + FAQs
- How to Fill Out Georgia Form CD 100 (w/Examples) + FAQs