The process of Legally Closing a Corporation in Washington is called Dissolution.  After a Washington Corporation has been Dissolved, it ceases to be Legally Active in the Washington Secretary of State's records and may no longer Legally conduct business in the state of Washington.

A Washington Corporation is created when the WA Secretary of State approves the Formation Documents - Articles of Incorporation.  A record of the Washington Corporation is added to the list of Corporations which have officially registered with the Washington Secretary of State.  Once a Corporation is registered with the Washington Secretary of State, that Corporation immediately has both reporting and tax obligations which incur penalties if the obligations are not met by the required deadlines.

If you've registered a Washington Corporation with the Washington Secretary of State and want to cease business activities you have to let the WA Secretary of State know that you intend to close your company.  Only after the WA Secretary of State has made sure that all of the obligations of the Washington Corporation have been fulfilled will the Secretary of State approve of the closure of the company.

When the Washington Secretary of State approves the closing of a WA Corporation, that Washington Corporation is said to be Dissolved.  The process of Dissolving a Washington Corporation is called Washington Corporation Dissolution.

A Washington Corporation must obtain a Tax Clearance Certificate from the Washington Department of Revenue. The Tax Clearance Certificate must be attached to the Articles of Dissolution of the WA Corporation when the Articles of Dissolution are submitted to the WA Secretary of State for approval.

As soon as a Washington Corporation is registered with the WA Secretary of State, that Corporation is responsible for recurring obligations of the Washington Secretary of State and the Washington Department of Revenue.  If a Washington Corporation does not file its required reports or pay its tax obligations, then that WA Corporation could be responsible for penalties which compound as time goes by.

Unless you Dissolve (Legally Close) your Washington Corporation with the Washington Secretary of State that WA Corporation will be responsible for all recurring fees and penalties until the company has been legally closed.

Washington Corporation Dissolution is one part of a larger process commonly called the "Winding Up" process.

There are things you need to do before you can request approval of Corporation Dissolution from the Washington Secretary of State; and things that you have to do after the WA Secretary of State has approved Dissolution of the Washington Corporation. 

When a Washington Corporation is originally created, the Organizers may create Bylaws that define how the Corporation will be run.  The Bylaws may include pretty much anything that has to do with running the Corporation, including specific requirements which need to be followed before the Corporation may be Legally Closed.  Before you do anything else, you should review the Bylaws for anything that needs to be done before the Business is Legally Closed.

What you have to do both before and after the Washington Corporation is Dissolved largely depends on how much stock, if any, has been issued and how much and what kind of debts and liabilities that the Washington Corporation has.  If the Washington Corporation has not commenced business then the WA Corporation Dissolution process is easier.

1. Hold a Board of Directors meeting and record a resolution to Dissolve the Washington Corporation
   
   If a Board of Directors has been appointed for the Washington Corporation, then the Board is required to adopt a resolution to Dissolve the WA Corporation.  There should be a majority of Board Members who vote Yes to Legally Close the company.  A formal date on which the Corporation will be closed should be specified.  Minutes of the meeting should be recorded and retained in the business records.  If the Board of Directors has not been appointed then the Incorporator(s) have to apply for Dissolution of the Washington Corporation.
   
   We can transcribe and compile any minutes or approvals into a form that is legally recognized by the Washington Secretary of State.
   
   
2. Hold a Shareholder meeting to approve Dissolution of the Washington Corporation
   
   If a Washington Corporation has issued shares of stock then a meeting of the Shareholders (owners) must be held and recorded. A majority of Corporate Shareholders must approve the Dissolution plan.  The approval actions should be documented and kept in the business records.
   
   If no shares have been issued then the Washington Corporation Dissolution process is easier.
   
   
3. File all required Annual Reports with the Washington Secretary of State
   
   The Washington Secretary of State will not approve the Dissolution of a WA Corporation until all required administrative reports have been filed.
   
   We can file any required Annual Reports with the WA Secretary of State.
   
   
4. File all required tax returns with the Washington Department of Revenue
   
   The Washington Secretary of State will not approve the Dissolution of any WA Corporation until that Corporation has fulfilled all its tax obligations with the Washington Department of Revenue.
   
   
5. Clear up any business debts
   
   All creditors of a Washington Corporation should be given notice of the pending Corporation Dissolution. Each creditor should be given a mailing address to which they may submit claims as well as a deadline by which claims may be submitted.
   
   
6. Pay all taxes and administrative fees owed by the Washington Corporation
   
   The Washington Secretary of State will definitely not approve the Dissolution of a Washington Corporation until all outstanding taxes and applicable registration and administrative fees have been paid.

1. Distribute all remaining assets of the Washington Corporation
   
   If the Washington Corporation has any remaining assets, these may be divided according to the Shareholders' ownership interests in the WA Corporation. All distributions to Corporate Shareholders must be reported to the IRS.  Refer to the Corporation Bylaws for specific requirements, if any, for asset distribution.
   
   
2. Close all business bank accounts of the Washington Corporation
   
   If there are any business accounts that have been opened for the Washington Corporation then those accounts must be closed.  If any Corporate business accounts are left open there may be liability and obligations of the Dissolved Washington Corporation which could lead to legal problems.
   
   
3. Cancel all local business licenses and permits of the WA Corporation
   
   If the Washington Corporation has obtained any state, regional, county or city business licenses or permits, there may be cancellation requirements associated with those licenses or permits.  Each of those must be cancelled to avoid any reporting or fiscal obligations the Washington Corporation may have.  This includes business registration licenses as well as reseller permits.
   
   
4. File IRS Form 966
   
   A Dissolved Washington Corporations may be required to file IRS Form 966 with the US Internal Revenue Service.  This filing is required within 30 days after the final Dissolution plan is approved.  Filing IRS Form 966 lets the Federal Government know that the Washington Corporation has been legally Dissolved so that it may take the appropriate actions.
   
   
   We can prepare IRS Form 966 for you to file.
   
   
5. Cancel the IRS account associated with the WA Corporation's Federal Tax ID (EIN)
   
   A Federal Tax ID, or Federal Employer Identification Number (EIN), is like a Social Security Number for the Washington Corporation.  Once the IRS links an EIN to a Washington Corporation, that EIN stays with the Washington Corporation even after the Company has been Dissolved by the Washington Secretary of State.
   
   When the IRS processes the final tax return for the Washington Corporation, they automatically make the EIN inactive.  However, the account associated with the EIN is not automatically closed.  Closing the account associated with the EIN lessens the likelihood of any problems with the EIN account, or with the IRS, in the future.
   
   If you should decide to revive the Washington Corporation down the line the IRS will reactivate the old EIN for your new Business.
   
   Before a Washington Corporation can close an EIN account, it must be in Good Standing with the IRS.  The Washington Corporation must have filed all required tax returns and paid any applicable fees and penalties due to the IRS.  The Washington Corporation cannot close its EIN account until the IRS has received payment for any tax amounts the Company may owe.
   
   
   We can prepare the formal documents which you can sign and submit to the IRS in order to close the account associated with your EIN.
   
   
6. Publish a Notice of Dissolution of the Washington Corporation
   
   A Dissolved Washington Corporation is required to publish a Notice of Dissolution within 30 days of the date on which Dissolution was approved by the Washington Secretary of State. The Notice of Dissolution of the WA Corporation must be published once a week for three consecutive weeks in a newspaper of general circulation in the county where the Dissolved Washington Corporation's principal office (or, if none in this state, its registered office) is or was last located. The Notice of Dissolution of the WA Corporation must describe the information that must be included in a claim, provide a mailing address where a claim may be sent, and state that claims against the Dissolved Washington Corporation may be barred if not timely asserted.
   
   We can prepare a Notice of Dissolution and make sure it gets published according to the WA Secretary of State's rules.
   
   
7. Keep Records of all Pertinent Business Documents
   
   In order to avoid problems down the line, you should keep copies of all tax filings, contracts and employment records on file as well as Certified Copies of all company documents filed with the Secretary of State.  This includes your Formation Documents - your original Articles of Incorporation and any Amendments - and all Dissolution douments.

You notify the IRS that your Washington Corporation has been Closed on the final tax return that is filed for your Business. 

If you have employees and file taxes quarterly with IRS Form 941, Employers Quarterly Tax Return, check the appropriate box on that form to let the IRS know that your Corporation has Closed.  If you file yearly taxes do the same on IRS Form 944, Employers Yearly Tax Return. You should also attach a statement to the return showing the name of the person keeping the payroll records and the address where those records will be retained.

When you opened your Washington Corporation you most likely were assigned a Federal Employer Identification Number (EIN).  Once the IRS links an EIN to a Corporation, that EIN stays with the Corporation even after the Company has been Dissolved.  If you don't plan to reopen your Washington Corporation after it has been Closed, you should cancel the EIN account that has been assigned to your Company.

The time it takes to Dissolve a Washington Corporation varies depending on how long it takes to complete the actions that are required in each specific case - holding meetings, closing accounts, distributing assets, etc.

The Washington Secretary of State requires a Tax Clearance Certificate from the WA Department of Revenue before it will approve the Dissolution of a Washington Corporation.

The time it takes the WA Department of Revenue to process a request for a Tax Clearance Certificate depends on the tax status of the Washington Corporation. In some cases it could take 5-6 weeks to get a Tax Clearance Certificate from the Washington Department of Revenue.

Once the initial actions are completed, the Washington Secretary of State usually takes around 4 weeks to process the Articles of Dissolution.

Processing times for Washington Corporation Dissolution filings vary depending on the work load of the Secretary of State's staff.  We've found that normal processing of Washington Dissolution filings takes the state around 4 weeks.
We are dependent on, and have no control over, the staff and systems of the Washington Secretary of State or Washington Department of Revenue. In our experience 4 weeks is the time it usually takes the Washington Secretary of State to process a Washington Dissolution filing. We get your Washington Corporation Dissolution filing to the WA Secretary of State as soon as possible after we receive your order. Once it is at the state we have no control over the Washington Dissolution approval process.

The total cost to Dissolve a Washington Corporation varies depending on exactly what is required for each specific WA Dissolution.  We charge $249 plus any state fees for our Washington Corporation Dissolution services.

We also offer these Washington Corporation Dissolution services separately.

If there are Foreign Corporations in states other than Washington that are tied to the Domestic Washington Corporation then each of those Foreign Corporations must be Dissolved before the Washington Corporation can be legally Dissolved.

A Washington Corporation may revoke its Articles of Dissolution by filing with the Washington Secretary of State within 120 days of the date on which the WA Secretary of State approved the Articles of Dissolution of the Washington Corporation.

A Washington Corporation company name becomes available for anyone to use when the Washington Corporation is Dissolved by the Washington Secretary of State. There are no Corporation company name protections in Washington once a Washington Corporation has been Dissolved by the Washington Secretary of State.