Washington Articles of Dissolution

Introduction

Key Things to Know

1. 1

   Washington Articles of Dissolution is the Secretary of State filing that ends a domestic for-profit corporation's existence under RCW 23B.14.030. A single form serves a profit corporation, a profit professional service corporation and a social purpose corporation. A Washington LLC or PLLC does not use this filing and does not need a revenue clearance certificate.

2. 2

   The Department of Revenue Clearance Certificate gates the filing rather than running alongside it. RCW 82.32.260 tells the Secretary of State not to file any certificate of dissolution until the Department of Revenue certificate has been furnished, and RCW 23B.14.030(1)(a) lists a copy of it among the records delivered. In the Corporations and Charities Filing System, if you do not have a clearance certificate you are unable to submit the filing at all.

3. 3

   Request the certificate on form REV 31 0037, the Revenue Clearance Certificate Application for the withdrawal or dissolution of a corporation. Email it to DORCD@dor.wa.gov or send it to the Audit Division, PO Box 47474, Olympia, WA 98504. A corporate officer or a stockholder signs it, and the signature carries a guaranty to pay on demand any tax or penalty later found unpaid. An accurate and complete application is issued within ten business days.

4. 4

   Question 6 of that application asks whether all tax returns have been filed and paid through the last date of business activity in Washington, and the form states that if all excise tax returns have not been filed and paid the application cannot be processed. An unfiled final combined excise tax return therefore stops a dissolution one step upstream of the Secretary of State, not at its counter.

5. 5

   There is no filing fee. RCW 23.95.260(2)(b) provides that there is no fee for filing articles of dissolution, and the published fee schedule and the form face agree. Expedited service adds $100 per business entity, generally processed within three working days, and same-day service is $150. File by mail to PO Box 40234, Olympia, WA 98504-0234, or online at ccfs.sos.wa.gov.

6. 6

   The shareholder vote depends on when the corporation was formed. Under RCW 23B.14.020(5)(a) a corporation formed before August 1, 2024 needs two-thirds of the votes entitled to be cast by default, and the articles cannot drop that below a majority. A corporation formed on or after that date needs a majority. A corporation that has issued no shares can be dissolved by a majority of its initial directors or incorporators under RCW 23B.14.010(1).

7. 7

   Creditor notice happens after the filing here, not before it. RCW 23B.14.030(3) requires a dissolved corporation to publish notice within thirty days after the effective date, once a week for three consecutive weeks, in a newspaper of general circulation in the county of its principal or last registered office. Skipping publication does not undo the dissolution, but it locks the corporation out of the claim-cutoff machinery in RCW 23B.14.060 and RCW 23B.14.065.

Washington Requirements for Articles of Dissolution

• Department of Revenue Clearance Certificate Attached

  RCW 82.32.260 tells the Secretary of State not to file any certificate of dissolution until proof in the form of a certificate from the Department of Revenue has been furnished that every license fee, tax, increase, or penalty has been paid or provided for. RCW 23B.14.030(1)(a) lists a copy of that revenue clearance certificate among the records delivered for filing, and item 4 of the 6.2025 form is the checkbox confirming it is attached.

• Form REV 31 0037 and the Ten Business Day Wait

  The certificate is requested from the Department of Revenue on form REV 31 0037, emailed to DORCD@dor.wa.gov or sent to the Audit Division at PO Box 47474, Olympia, WA 98504. A corporate officer or a stockholder must sign and date it, the signature carries a guaranty to pay any tax or penalty later found unpaid, and the Department issues the certificate within ten business days of an accurate and complete application.

• All Excise Tax Returns Filed and Paid First

  Question 6 of form REV 31 0037 asks whether all tax returns have been filed and paid through the last date of business activity in Washington, and the form states that if all excise tax returns have not been filed and paid the application cannot be processed. A return is still needed for a partial period with no activity, so an unfiled final combined excise tax return stops the dissolution before the Secretary of State ever sees it.

• Articles of Dissolution, Profit Corporation, Revised 6.2025

  Washington uses the name this page is titled for. The Secretary of State publishes no numeric form number, only the title Articles of Dissolution with the revision date 6.2025, covering a profit corporation, a profit professional service corporation and a social purpose corporation under RCW 23B.14. There is no intent-to-dissolve step and no separate short form; the pre-shares route is one of the two checkboxes at item 5.

• No Filing Fee, $100 to Expedite

  RCW 23.95.260(2)(b) provides that there is no fee for filing articles of dissolution, and the published fee schedule and the form face both read No Fee. Expedited service adds $100 per business entity and is generally processed within three working days; same-day service is $150. Filing fees are non-refundable. A Corporations and Charities Filing System submission adds an online processing fee at checkout.

• Vote Threshold Turns on the August 1, 2024 Formation Date

  Under RCW 23B.14.020(5) a corporation formed before August 1, 2024 needs two-thirds of the votes entitled to be cast, and its articles cannot set that below a majority; one formed on or after that date needs a majority. RCW 23B.14.010 gives two other routes: a majority of initial directors or incorporators where no shares were issued, and a board-only dissolution on an insolvency finding after ten days notice to all shareholders.

• Publish Notice Within Thirty Days of the Effective Date

  RCW 23B.14.030(3) requires a dissolved corporation to publish notice of its dissolution within thirty days after the effective date, once a week for three consecutive weeks, in a newspaper of general circulation in the county of its principal or last registered office. Failure to publish does not affect the validity or effective date of the dissolution, but RCW 23B.14.060 and RCW 23B.14.065 are open only to a corporation that has published.

• One Hundred Twenty Day Revocation, Three Year Survival

  RCW 23B.14.040 allows revocation of the dissolution within one hundred twenty days of its effective date, relating back so the corporation carries on as if it never dissolved; after that the Secretary of State treats the entity as permanently dissolved. Separately, RCW 23B.14.340 preserves remedies unless no action is commenced within three years after the effective date of a dissolution effective on or after June 7, 2006.