This pamphlet provides an overview on the dissolution of a limited liability company (LLC). Topics included cover the reasons for dissolution, different types of dissolution, and steps needed to dissolve an LLC.
Washington USLegal Pamphlet on Dissolving an LLC
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US-PMPH-08
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You can change members by filing an amended annual report on the Secretary of State's online portal, or you can contact the Washington Secretary of State office to obtain the appropriate form to change the members or managers of your LLC.
14.050, which states that a dis- solved corporation continues its exist- ence but may not carry on any business except that appropriate to wind up and liquidate its business and affairs. This statute allows a Washington corpora- tion to be sued while it is winding up. The Legislature also enacted RCW 23B.
Is there a filing fee to dissolve or cancel a Washington LLC? To dissolve your Washington LLC, there is no filing fee. You may request expedited service for a $50 fee. All faxed documents to the Washington Secretary of State are considered an expedited service request and your credit card will billed for such.
How to Dissolve a Washington Corporation or LLCSubmit a Revenue Clearance Certificate Application.Wait for processing.Fill out Articles of Dissolution.Attach the certificate.Submit Articles of Dissolution.Wait for processing.Inform your registered agent.
A corporation shall be administratively dissolved by the secretary of state upon the conditions prescribed in this section when the corporation: (1) Has failed to file or complete its annual report within the time required by law; or.
How to Dissolve a Washington Corporation or LLCSubmit a Revenue Clearance Certificate Application.Wait for processing.Fill out Articles of Dissolution.Attach the certificate.Submit Articles of Dissolution.Wait for processing.Inform your registered agent.
How to Dissolve an LLCConfirm the Company Is in Good Standing.Hold a Vote to Dissolve the Business.File LLC Articles of Dissolution.Notify the Company's Stakeholders.Cancel Business Licenses and Permits.File the LLC's Final Payroll Taxes.Pay Final Sales Tax.File Final Income Tax Returns.More items...?
The company is struck off the Register of Companies and ceases to exist as a legal entity. It's not possible to take legal action against a company that doesn't exist, so in order to make a claim against such a company, it's first necessary to get it reregistered. To do this you'll need to get a court order.
Washington law puts a three-year time limit on claims against a dissolved LLC, its managers, and its members, but per a 2010 amendment to the law, the clock only begins to run when a Certificate of Dissolution is filed.
Dissolution generally occurs when the business purpose of the LLC is completed or ceases to be economically viable. The members may also agree to dissolve the LLC if they are at an impasse regarding fundamental decisions concerning the LLC's business operations.
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