Dissolve a corporation in Washington

What does dissolving a Washington corporation involve?

Dissolving a corporation in Washington means formally ending the company's existence with the Washington Secretary of State and settling its obligations with the IRS and the Washington Department of Revenue. It is not the same as simply halting operations or letting the annual report lapse. Until the paperwork is filed and the tax accounts are closed, the corporation still exists, still owes its annual report, and still has open tax accounts.

A corporation carries more formality than an LLC, and its dissolution reflects that. Where an LLC in Washington can be dissolved by its members without much ceremony, a corporation needs a board resolution and a shareholder voteplus the corporation-specific federal filing, IRS Form 966. Everything else, settling debts, filing final returns, closing tax accounts, mirrors any entity closure. The general framework is laid out in the guide to dissolving a corporation; this page covers what is specific to Washington.

The steps to dissolve a Washington corporation, in order

Order matters more than any single step:

1. Board resolution. The directors adopt a resolution recommending dissolution and a plan of liquidation.
2. Shareholder approval. The shareholders vote to approve, recorded in the minutes or a written consent.
3. File articles of dissolution with the Washington Secretary of State through CCFS.
4. File IRS Form 966 within 30 days of the resolution.
5. Wind up: notify creditors, settle debts, and distribute remaining assets to shareholders.
6. Close the Department of Revenue B&O account and file final excise tax returns.
7. File final federal returns and close the IRS business account attached to the EIN.

Board and shareholder approval

This two-step approval is what most distinguishes closing a corporation from closing an LLC. First, the board of directors adopts a resolution recommending dissolution, usually with a plan of liquidation describing how the company's assets will be handled. Then the shareholders vote to approve, in most cases a majority of the outstanding shares, though the articles or bylaws can set a higher threshold.

Record both actions in writing. The minutes or written consents are what prove the dissolution was authorized. Even a single-shareholder Washington corporation should complete both steps, you adopt the board resolution and the shareholder consent, both on paper. It feels like a formality when one person wears both hats, but the written record is exactly what keeps the dissolution clean if it is ever questioned.

Articles of dissolution in Washington

Once the corporation is authorized to dissolve, you file articles of dissolution with the Washington Secretary of State, Corporations and Charities Division, through the online CCFS system. The filing tells the state the corporation is ending. Washington does not layer a formal Secretary of State tax-clearance certificate onto the dissolution the way a few states do, the tax side is handled through the Department of Revenue, covered below.

The state filing fee for articles of dissolution is modest. Because the Secretary of State sets and can revise it, confirm the current amount on CCFS before filing rather than relying on a figure that may be out of date.

IRS Form 966

Form 966, “Corporate Dissolution or Liquidation,” is the federal filing unique to corporations closing down. You file it with the IRS within 30 days after the resolution or plan to dissolve is adopted. It reports the decision to dissolve and the plan of liquidation. An LLC taxed in the default way does not file it; a corporation, and an LLC that elected corporate taxation, does.

Because the 30-day clock runs from the approval of the dissolution rather than from your Washington filing, it is one of the most commonly missed steps. People file with the state, feel finished, and never send Form 966. It is covered alongside the other federal steps on the final tax return page.

B&O tax and final returns

Washington has no corporate income tax, but it does levy a business and occupation (B&O) tax on gross receipts, administered by the Department of Revenue. Closing a Washington corporation cleanly means closing the Department of Revenue account and filing final excise tax returns, in addition to any federal returns. Rather than a pre-filing clearance certificate at the Secretary of State, the practical requirement is this close-out with the Department of Revenue.

On the federal side, a dissolving corporation files a final income tax return with the “final return” box checked, Form 1120 for a C-corp, Form 1120-S for an S-corp, plus final employment tax returns if it had employees. Checking the “final” markers is what tells the tax authorities to stop expecting returns next year.

Closing the IRS account and the EIN

Here is the step almost everyone misses. The IRS does not cancel an EINthe number is permanent and never reassigned. What you do instead is ask the IRS to close the business account attached to the EIN, a short letter with the corporation's exact legal name, EIN, address, and reason, and the IRS will not close it while final returns are outstanding. Filing articles of dissolution with the Washington Secretary of State does not do this; the state and the IRS are separate systems.

Cost and timeline

Two numbers, like any dissolution: the Washington state filing fee, a modest amount, confirmed on CCFS before filing, and, if you want it handled, our service fee. Our pricing is $99 for a corporation that never really traded and $399 for one that operated and needs its IRS and Department of Revenue accounts closed, with the state fee passing through at cost. A Washington corporation that operated and had an EIN is a Complete Closure case.

On timing, preparing the paperwork takes a day or two; Secretary of State processing runs from a few business days to a couple of weeks, and the Department of Revenue close-out and Form 966 run on their own clocks. We prepare and submit within 3 business days and quote your realistic window rather than a date we do not own. The full picture is on how long dissolution takes.

Rather have your Washington corporation closed properly?

Closing a corporation the right way means the board and shareholder approvals are recorded, the articles of dissolution are correct, Form 966 lands inside its 30-day window, the final returns are marked final, and both the Department of Revenue and IRS accounts are closed, nothing left open. That is the whole job here. If you are not sure whether your corporation needs Complete Closure or something lighter, a specialist is on WhatsApp 24/7 and will tell you straight.

This page is general information about dissolving a corporation in Washington, not legal or tax advice. Final-year corporate tax, insolvency, and contested claims can have significant consequences, confirm your specific situation with a qualified attorney or tax professional before you act.