Washington Administrative Dissolution and Reinstatement: $140 Plus Missed Annual Report Fees

If the Washington Secretary of State has dissolved your LLC, the company may still be recoverable. Washington LLC reinstatement is filed online and generally costs $140 plus every annual report fee you missed. The timing matters: you must apply within 5 years of the dissolution date. This guide covers what triggers dissolution, the notice and cure periods, what reinstatement costs, and how to file through the Corporations and Charities Filing System (CCFS).

This content is informational, not legal or tax advice. Dissolution affects liability, contracts and tax filings. Consult a qualified Washington attorney or CPA if your situation is complex, especially if you have unpaid taxes, pending contracts or a lawsuit.

What Administrative Dissolution Means in Washington

Administrative dissolution is an action the Secretary of State takes against an entity that has fallen out of compliance. The owners do not choose it. Under RCW 23.95.605, the Secretary of State can start the process for reasons that include:

• An annual report was not delivered within 120 days after it was due.
• Fees owed to the Secretary of State remain unpaid.
• The entity has had no registered agent for 30 consecutive days.

The registered agent requirement catches many owners off guard. Under RCW 23.95.405, every domestic entity and registered foreign entity must designate a registered agent, which must have a physical street address in Washington State. PO Boxes and private mailbox addresses are not accepted. The agent must consent to serve and supply an email address. If your agent resigned, moved or stopped accepting service, dissolution can follow even when your annual report is current. There is no fee to change the registered agent or registered office, so this is one of the cheapest problems to fix.

The Notice and Cure Period

Before dissolving a domestic LLC, the Secretary of State serves notice. Under RCW 23.95.610, you then have 60 days to cure the problem. The Secretary of State's status page gives a longer window, stating that a domestic entity has 120 days from the notice date. Plan around the shorter number. If you are close to the deadline, cure the problem now and then confirm your status on the Business Search page.

Foreign entities, meaning businesses formed in another state and registered to do business in Washington, follow a different track. Under RCW 23.95.550, a foreign entity that does not cure within 60 days after notice is terminated. The Secretary of State's page says 90 days. Termination is not the end of the road, because a terminated foreign entity can requalify online.

What a Dissolved Entity Can and Cannot Do

A dissolved entity has limited authority. It may only wind up its affairs or apply for reinstatement. It should not sign new contracts, take on new customer work or keep operating as usual under the LLC name. Doing so can put the liability protection the LLC was formed to provide at risk. Ask an attorney how this applies to your facts.

Dissolution does not erase obligations. Taxes still owed, contracts still in force and debts to creditors survive the administrative status. Washington has no corporate income tax and no personal income tax on wages. Most businesses instead pay the state business and occupation (B&O) tax, a gross receipts tax with more than 50 activity classifications and no deduction for labor, materials or other costs. Confirm with the Department of Revenue at dor.wa.gov which returns and payments still apply for the period you operated.

What Reinstatement Costs

Reinstatement is $140 plus every missed annual report fee. The statute requires three components: the fees for each dissolved year, a penalty set by Secretary of State rule, and the current-year fee. The annual report fee for an LLC or corporation is $70. The penalty amount is set by rule, so confirm the current figure on the Secretary of State fee schedule before you file.

Cost component	Amount	Notes
Reinstatement fee	$140	Flat fee, paid once per reinstatement
Missed annual report fee	$70 per missed year	Covers each dissolved year
Penalty	Set by Secretary of State rule	Confirm the current amount on the SOS fee schedule
Current-year annual report	$70	Due in addition to the missed years

For example, an LLC that missed three annual reports would owe $140, plus three missed reports at $70 each ($210), plus the current year's $70. That totals $420 before the penalty.

Nonprofits have a separate schedule. Reinstatement is $35 plus missed reports. Confirm the missed report fee for nonprofits on the Secretary of State site, since this guide does not list it.

The Five-Year Reinstatement Window

Under RCW 23.95.615, you must apply for reinstatement within 5 years of the dissolution date. After that window closes, reinstatement is generally not available, and you would need to form a new entity. Reinstatement relates back to the dissolution date, so the record generally treats the entity as continuing rather than as a new company. That matters for contracts, bank accounts and liability questions. It does not erase tax or contract obligations that arose during the dissolved period.

Step-by-Step: How to File Washington LLC Reinstatement

1. Check your status. Search your entity on the Secretary of State's Business Search. Confirm whether it shows as dissolved and note the dissolution date.
2. Confirm your registered agent. Verify that the agent has a Washington street address, has consented and has an email address. If not, fix this first. There is no fee to change the agent.
3. List every missed annual report. Annual reports are due by the last day of the month in which the LLC was formed, every year. Each missed year carries the $70 fee.
4. Calculate the total. Add $140, the missed year fees, the penalty amount confirmed on the SOS fee schedule, and the current-year $70.
5. File through CCFS. Use the Corporations and Charities Filing System. Reinstatement can be filed online.
6. Choose expedited service if you need speed. Expedited service is $100 per business entity and is generally processed within three business days. You select it online at checkout or by mail, with the envelope marked EXPEDITE. Standard filings have no published turnaround, and the Secretary of State works them in the order received.
7. Verify the result. Recheck Business Search to confirm the status is active before you resume operations.

Voluntary Dissolution: The 120-Day Limit

Administrative dissolution differs from voluntary dissolution, where the owners decide to close the company. A voluntary dissolution cannot be reversed after 120 days. If you filed the dissolution yourself, check the date on that filing before you assume reinstatement is available. If the state dissolved the entity, the 5-year window in RCW 23.95.615 applies.

Foreign LLCs and Nonprofits

A terminated foreign LLC can requalify online through CCFS. This guide does not list requalification fees, so confirm them on the Secretary of State site before filing. Nonprofits, as noted above, pay $35 plus missed reports to reinstate.

Check Related Accounts Before You File

Your Secretary of State record is only one of several accounts that can depend on the entity's status. Check these after reinstatement:

• Business Licensing Service (BLS): The state business license and Unified Business Identifier (UBI) run through the Department of Revenue's Business License Application. LLCs must be filed with the Secretary of State before you submit that application. Confirm that your license account is still active.
• City B&O accounts: About 54 cities levy their own B&O tax, which the Department of Revenue does not administer. Check with your city finance office for local filings.
• Occupational licenses: Licensing is handled by agency or trade. L&I registers contractors and licenses electrical and plumbing work, DOL licenses real estate, and DOH licenses health professions. Ask each agency whether the dissolution affected your license.
• Local and health district permits: Check with your county or local health district for permits tied to the entity.

Common Mistakes to Avoid

• Waiting for a notice before filing missed reports. The annual report is due every year, whether or not the state has contacted you.
• Assuming the registered agent is fine because you have received no mail.
• Continuing to operate or sign contracts while the entity is dissolved.
• Forgetting that dissolution does not cancel tax, contract or debt obligations.

Key Deadlines at a Glance

Event	Timing	Source
Annual report due	By the last day of the month the LLC was formed, every year. May be filed up to 180 days early.	Secretary of State
Late annual report	Total of $95, including the delinquency fee	Secretary of State
Dissolution trigger	Annual report not delivered within 120 days after its due date	RCW 23.95.605
Registered agent lapse	No agent for 30 consecutive days	RCW 23.95.605
Domestic cure period	60 days under the statute. The SOS page says 120 days from the notice date.	RCW 23.95.610
Foreign cure period	60 days after notice under the statute. The SOS page says 90 days.	RCW 23.95.550
Reinstatement window	Within 5 years of the dissolution date	RCW 23.95.615
Voluntary dissolution reversal	Cannot be reversed after 120 days	Secretary of State

When to Get Professional Help

Many LLCs that missed an annual report can file reinstatement themselves. Bring in an attorney or CPA if the entity has unpaid B&O or other tax balances, pending litigation, contracts that depend on good standing, or if reinstatement would follow a distribution of the company's assets. A CPA can help reconcile your B&O filing history. An attorney can explain how dissolution affects your personal liability and existing agreements.

Government fees and deadlines change. Verify every figure on the official agency pages, including the Secretary of State Corporations and Charities Division, before you file.