Voluntary Business Closure
Read Before Use: This page offers general guidance on the steps required to close a business registration with the Secretary of State and does not constitute legal advice. Each business may have unique obligations depending on the nature and scope of its operations. Consult legal counsel for additional questions.
Closing a business with the Secretary of State is a voluntary legal act initiated by the governing person(s) of the business entity and permanently ends the entity’s registration with the Secretary of State. The Unified Business Identifier (UBI) and filing history cannot be reactivated.
A business entity listed as administratively dissolved means the Secretary of State dissolved the business due to not meeting certain statutory requirements (e.g. maintaining a registered agent or timely filing of the required annual report).
Administrative dissolution does not serve as the formal process for closing a business and is not a substitute for voluntarily dissolving. The business entity may still have legal, tax, or contractual obligations that can only be properly satisfied through the voluntary dissolution process. For example, an entity holding charitable assets must obtain approval from the Attorney General’s Office for its plan of distribution of those charitable assets.
If the business plans to continue operating, it may be eligible to apply for reinstatement, if it does so within 5 years of the administrative dissolution date. If the business is permanently closed, the entity should complete the voluntary dissolution process.
Close a Business
- Step 1:
-
For-profit and nonprofit corporations must complete the following step. For other business entity types, proceed to Step 2: Voluntary Dissolution or Withdrawal.
Corporations require a Revenue Clearance Certificate from the Department of Revenue. Complete the Revenue Clearance Certificate Application form and include the generated certificate with the submission to the Secretary of State.
- Step 2:
-
Select the business entity type for information on filing a voluntary dissolution or withdrawal with the Secretary of State.
- Close an LLC or Professional LLC (PLLC) - RCW 25.15 & 23.95
- Close a Profit, Professional Service, or Social Purpose Corporation - RCW 23B & 18.100
- Close a Nonprofit (NP) or Nonprofit Professional Service (NPPS) Corporation - RCW 24.03A
- Close a Nonprofit Misc. & Mutual Corporation - RCW 24.06
- Close a Limited Liability Partnership (LLP) - RCW 25.05.500
- Close a Limited Partnership (LP) or Limited Liability Limited Partnership (LLLP)- RCW 25.10
Next Steps
- Department of Revenue (DOR)
-
Step 1: Close your business account.
Other Requirements:
- File final excise tax return by the 25th of the following month.
- Pay use tax on inventory converted to personal use.
- Retain business records for five years.
Learn more about closing Your Account with DOR
- File final excise tax return by the 25th of the following month.
- Employment Security Department (ESD)
-
Step 1: Complete and submit the Business Change Form.
Step 2: File final quarterly Unemployment Tax and Wage Reports within 10 days of closure.
Learn more about closing your business tax account with ESD
Step 3: Submit final Paid Family and Medical Leave report.
Step 4: Respond to any notices regarding former employees’ unemployment claims.
- Department of Labor & Industries (L&I)
-
Step 1: Cancel your workers’ compensation insurance policy.
Step 2: Notify L&I if you are a registered contractor or have active permits.
Step 3: Pay any outstanding premiums or assessments.
Contact the Washington State Department of Labor & Industries
- Office of the Attorney General
-
Step 1: If your business is involved in regulated industries (e.g., charities, consumer protection), notify the AG’s office of closure.
Step 2: Ensure no pending investigations or complaints.
Are you looking for other information?
Click on an administrative action below for more information.