Short answer
Washington’s Secretary of State dissolved the LLC for a compliance failure, such as a missed annual report. The LLC still exists but may only wind up or apply for reinstatement. Reinstatement must be sought within five years. The online reinstatement charges $70 per missed report year plus a $140 penalty.
Key takeaways
- RCW 23.95.605 lists four grounds for administrative dissolution. They are an unpaid fee, an annual report more than 120 days late, no registered agent for 30 consecutive days, and an expired period of duration.
- The Secretary of State’s status page lists six statuses. Four of them apply to a Washington LLC: administratively dissolved, delinquent, inactive and voluntarily dissolved.
- Under RCW 23.95.615, an administratively dissolved LLC may apply for reinstatement not later than five years after the effective date of dissolution. A reinstatement relates back to the date of dissolution.
- The Secretary of State’s reinstatement instructions list $70 for each annual report year missed plus a $140 penalty fee. WAC 434-112-085(7)(s) lists “Reinstatement from administrative dissolution” at “One hundred forty dollars plus all delinquent annual report fees.”
- The annual report goes to the Secretary of State. The Department of Revenue says annual reports “must be filed directly with the Secretary of State, Corporations and Charities Division.”
- RCW 23.95.250 lets the Secretary of State deliver a record to the registered agent’s address, the principal office address, or another address the LLC provides. Email addresses are required in the registered agent and principal office sections of the annual report.
What “administratively dissolved” means for a Washington LLC
An administratively dissolved Washington LLC is one the Secretary of State dissolved for a compliance failure. The owners did not ask for it. The state’s status page says the status means the domestic entity “has failed to remain compliant.” The status does not mean the LLC is gone.
The rules sit in two chapters. The Washington LLC Act, chapter 25.15 of the Revised Code of Washington (RCW), points to another chapter for administrative dissolution. RCW 25.15.279 says the Secretary of State may start the proceeding “under the circumstances and procedures provided in Article 6 of chapter 23.95 RCW.” RCW 25.15.289 points to RCW 23.95.615 for reinstatement. So the grounds, the procedure and the reinstatement rules for an LLC are in chapter 23.95, which covers corporations, partnerships and LLCs together.
The older LLC sections on this topic are gone. The Legislature’s dispositions table shows RCW 25.15.280, 25.15.285 and 25.15.290 as “Repealed by 2015 c 188 § 108, effective January 1, 2016.” An article that cites those sections is using pre-2016 law.
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The six statuses on the Secretary of State’s status page
The Secretary of State publishes a page called “Return a Business to Active Status.” On October 17, 2026, we downloaded that page and counted the status entries with a script. The script counted each status label in the page’s definition list. There were six. “Active” is not one of the six. The page explains how a business in each listed status can return to active status, where that is possible.
| Status on the page | What the Secretary of State says | Applies to |
|---|---|---|
| Administratively Dissolved | The domestic entity failed to remain compliant. A reinstatement may be filed within 5 years of the dissolution date. | Washington (domestic) entities |
| Delinquent | The entity failed to file its annual report. A domestic entity has 120 days from the notice date to file the past due report. | Washington and foreign entities |
| Inactive | The entity is still legally recognized but is not in good standing. The page says this “typically occurs when required filings, such as annual reports, have not been submitted.” | Not limited on the page |
| Terminated | The foreign entity failed to remain compliant. It may file for requalification. | Foreign (non-Washington) entities |
| Voluntarily Dissolved | The domestic entity closed its registration itself. The page says the action is not reversible after 120 days. | Washington (domestic) entities |
| Withdrawn | The foreign entity closed its Washington registration itself. | Foreign (non-Washington) entities |
Status entries on the Secretary of State’s “Return a Business to Active Status” page, counted by script on October 17, 2026. The summaries are ours. The quoted words are the page’s.
For a missed annual report, the status page describes two statuses in order. Delinquent comes first. The same entry gives the deadline twice, as 120 days from the notice date and as “four months of this date.” The page says that failure to file within that time “will result in administrative dissolution of their registration.” Washington does not dissolve an out-of-state LLC. It terminates that LLC’s Washington registration.
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Why the state dissolved the LLC: the four grounds in RCW 23.95.605
RCW 23.95.605 lets the Secretary of State start an administrative dissolution for four reasons. First, the entity does not pay a fee, interest or penalty owed to the Secretary of State when due. Second, the entity does not deliver an annual report “not later than one hundred twenty days after it is due.” Third, the entity does not have a registered agent in Washington for thirty consecutive days. Fourth, the period of duration in the entity’s public organic record has expired.
RCW 23.95.610 sets the steps. The Secretary of State first serves the entity with notice of the grounds it found. If the entity does not cure each ground, or show it does not exist, within sixty days after that notice, the Secretary of State dissolves it. The Secretary of State files a statement of administrative dissolution and serves a copy on the entity.
The annual report is due by the last day of the month in which the LLC was formed. The Secretary of State calls that date the expiration date. A report may be filed up to 180 days before it.
| When | What the Secretary of State sends or does | Source |
|---|---|---|
| About 60 days before the expiration date | Annual report due date notice, sent on the 1st of the month before the LLC’s anniversary month, the calendar month it was formed | Notice verification FAQ, RCW 23.95.255(7) |
| The expiration date | Last day to file the annual report on time. The online fee for an LLC is $70 | Annual report pages |
| 1st of the month after the expiration date | Delinquency notice. Filing the report while delinquent adds a $25 delinquency fee | Notice verification FAQ, annual report instructions |
| 120 days after the expiration date | Administrative dissolution notice to domestic entities without a filed annual report | Notice verification FAQ |
From the Secretary of State’s annual report pages and its FAQ on verifying notices, and RCW 23.95.255, read on October 17, 2026.
The status page and the other sources count from different starting points. RCW 23.95.605 and the notice FAQ both count 120 days from the annual report due date, which is the expiration date. The status page counts 120 days “from the notice date.” After the notice of grounds, RCW 23.95.610 gives the LLC sixty more days to cure before it is dissolved. We did not find a Secretary of State page that matches each notice to a step in RCW 23.95.610. To check that a notice is real, look at the LLC’s filing history. The FAQ says: “If you received a notice other than a correction letter, it will be on record in your filing history.”
A missing reminder does not excuse a late report. The Secretary of State calls the reminder a “courtesy notice,” and its annual report page quotes RCW 23.95.255(7): “Failure of the secretary of state to provide any such notice does not relieve a domestic entity or registered foreign entity from its obligations to file the annual report required by this chapter or to pay any applicable annual renewal fee.”
Secretary of State or Department of Revenue: which office gets the annual report
Two Washington state offices that keep records about an LLC are easy to confuse, and the annual report goes to only one of them. The Department of Revenue runs the Business Licensing Service. Its business license page says annual reports for corporations and LLCs “must be filed directly with the Secretary of State, Corporations and Charities Division.”
The two offices share one number. The Secretary of State’s glossary says the Unified Business Identifier (UBI) number “helps identify a business with the Department of Revenue, the Business Licensing Service, and the Office of the Secretary of State.” The same glossary says the Department of Revenue checks your status before it issues a reseller permit: “DOR verifies a business is registered with this office and in good standing before they issue the permit.”
| Role | Secretary of State, Corporations and Charities Division | Department of Revenue, Business Licensing Service |
|---|---|---|
| Receives the LLC annual report | Yes, filed online in the Corporations and Charities Filing System | No. Its page sends LLCs to the Secretary of State |
| Dissolves the LLC administratively | Yes, under RCW 23.95.610 | Not named in RCW 23.95.605 or 23.95.610 |
| Takes the reinstatement | Yes, under RCW 23.95.615 | Not named in RCW 23.95.615 |
| Link between the two offices | The annual report and reinstatement forms both have a Controlling Interest section that the Secretary of State says “is required by the Department of Revenue” | Uses the same UBI number, per the Secretary of State’s glossary. Its own page says “Most city and state endorsements must be renewed annually.” |
From RCW 23.95.605, 23.95.610 and 23.95.615, the Secretary of State’s annual report and reinstatement instructions and glossary, and the Department of Revenue business license pages, read on October 17, 2026.
A current business license from the Department of Revenue does not show that the annual report was filed. Check the LLC’s status in the Secretary of State’s system. Our guide to getting a certificate of good standing explains what that certificate shows and who asks for it.
What an administratively dissolved Washington LLC can still do
A dissolved Washington LLC keeps its legal existence for limited purposes. RCW 23.95.610(3) says a dissolved entity “continues its existence as an entity but may not carry on any activities except as necessary to wind up its activities and affairs and liquidate its assets in the manner provided in its organic law or to apply for reinstatement under RCW 23.95.615.”
RCW 25.15.297 describes winding up for an LLC. It lists acts such as preserving the business for a reasonable time, prosecuting and defending lawsuits, transferring property and settling disputes. The registered agent keeps its role. RCW 23.95.610(4) says administrative dissolution “does not terminate the authority of its registered agent.”
A completed reinstatement covers the period of dissolution. RCW 23.95.615(4) says a reinstatement relates back to the effective date of the dissolution. The LLC then resumes its activities “as if the administrative dissolution had never occurred.” One exception protects a person who acted in reliance on the dissolution before that person knew or had reason to know of the reinstatement. Contracts signed during the period of dissolution are a question to bring to a Washington attorney.
Reinstating a Washington LLC: the five-year window, the steps and the fees
RCW 23.95.615(1) allows an application for reinstatement “not later than five years after the effective date of dissolution.” The application must state the entity name, the principal office address and registered agent, and the effective date of the dissolution. It must also state that the grounds did not exist or have been cured.
- 1Log in to the Corporations and Charities Filing System and select “Reactivate a Business.” Search by UBI number or business name.
- 2Select the LLC. A pop-up shows the date of the administrative dissolution and the last date the LLC can file a reinstatement.
- 3If the LLC is within six months of its next annual report date, the system asks whether you want to pay for the current annual report year as well. If you answer no, another annual report will be due in less than six months.
- 4Check the business name. If the name shows as not available, the instructions say an amendment must be filed before the reinstatement can be processed.
- 5Review the registered agent, principal office, governors and nature of business, and add email addresses for the registered agent and principal office.
- 6Sign as the authorized person, add the filing to the cart and pay. The instructions say the status returns to active after staff review and accept the filing.
| Fee item | Amount | Source |
|---|---|---|
| Reinstatement filing fee for an LLC | $70 for each annual report year missed (includes the online processing fee) | Reinstatement online instructions |
| Penalty fee | $140 | Reinstatement online instructions |
| Reinstatement from administrative dissolution, as the rule lists it | $140 plus all delinquent annual report fees | WAC 434-112-085(7)(s) |
| Expedited service (optional) | $100, generally processed within three working days | Reinstatement online instructions |
| Annual report filed while delinquent (before dissolution) | $70 plus a $25 delinquency fee | Annual report online instructions, WAC 434-112-085(7)(p) and (r) |
From the Secretary of State’s online filing instructions and Washington Administrative Code (WAC) 434-112-085, read on October 17, 2026.
We compared the online instructions for the two filings. On October 17, 2026, a script counted the section entries in each set of online instructions. The annual report instructions list ten sections. The reinstatement instructions list eleven. The one extra section is Business Name, where the system checks whether the name is still available. Another business may have taken the name while the LLC was dissolved.
If the Secretary of State denies the application, RCW 23.95.620 requires a notice that explains the reasons. The LLC may seek judicial review in superior court not later than thirty days after service of that notice. RCW 23.95.265 also lets the Secretary of State waive penalty fees in exigent or mitigating circumstances, for an entity previously in good standing. The entity must notify the Secretary of State within fifteen days of discovering the missed filing.
A voluntary dissolution follows different rules. Under RCW 25.15.294, an LLC that filed a certificate of dissolution may revoke it only within 120 days after filing. The Secretary of State’s closing instructions say that after those 120 days the entity “is no longer eligible for reinstatement or revocation and is considered permanently dissolved.” The instructions list the filing fee to close an LLC online as $0, and an online processing fee applies. For Delaware, California and other states, see our guide to reinstating an LLC that is not in good standing.
Where Washington sends the notices: registered agent, principal office and email
Two sections of chapter 23.95 RCW name the delivery addresses. RCW 23.95.255(7) covers the annual report notice. It says the notice “may be sent by postal or email as elected by the entity, addressed to its registered agent within the state, or to an electronic address designated by the entity in a record retained by the secretary of state.”
RCW 23.95.610 says the dissolution notice and the copy of the statement of dissolution are served under RCW 23.95.250. That section lists four ways the Secretary of State may deliver a record. They are by hand to the person that submitted the record, to the registered agent’s address, to the principal office address, or to another address the entity provides for delivery.
Filing confirmations follow a narrower rule. WAC 434-112-040 says confirmation of a filing is sent to the registered agent’s email address, and to the return email address for the entity, if one was provided. If the email addresses on the record are out of date, the LLC may miss the filing confirmation, and an emailed annual report notice may go to an old inbox.
| Address on the Washington record | What the Secretary of State requires | Notice route in the law |
|---|---|---|
| Registered agent street address | A physical street address in Washington. The FAQ says PO boxes, private mailboxes and virtual “real addresses” may not be used for the registered agent physical address | RCW 23.95.255(7) and RCW 23.95.250(2) |
| Registered agent email | Required on the annual report and the reinstatement | WAC 434-112-040 filing confirmations |
| Principal office street address | Must be a physical address with no PO Box or private mailbox (PMB). It does not need to be in Washington | RCW 23.95.250(3). RCW 23.95.105(28) defines the principal office as “the principal executive office of an entity, whether or not the office is located in this state.” |
| Principal office mailing address and email | The FAQ says a PO Box or PMB “can be provided as an alternate mailing address.” Email is required | RCW 23.95.250(4) covers another address the entity provides. The pages we read do not say whether the mailing address counts |
From the Secretary of State’s FAQ on addresses, its annual report and reinstatement instructions, RCW 23.95.250 and 23.95.255, and WAC 434-112-040, read on October 17, 2026.
The FAQ also reminds filers that “All information provided to the Secretary of State is considered public record and available to anyone.” If you are deciding which address to list, our guide to the registered agent address and the business address explains how the two differ. save office does not offer registered agent service. The Washington registered agent is a separate service you arrange.
The FAQ we read lists the PO Box and PMB limits for the principal office street address. It does not say whether a virtual office address is accepted there. RCW 23.95.105(28) defines the principal office as “the principal executive office of an entity.” Ask the Corporations and Charities Division before you list an address in that field.
Our Silicon Valley and Los Angeles pages describe the business addresses save office offers. Our free address checker shows the USPS classification of an address as Commercial, Residential or Unknown. The checker also shows whether the address is flagged as a commercial mail receiving agency (CMRA) and whether it is marked vacant. The checker does not tell you if an address is a PO Box. Our guide on how to tell if an address is a PO Box covers that question.
Not legal advice
We read the statutes, rules and agency pages above on October 17, 2026, and this summary is not legal advice. The Corporations and Charities Division takes questions about an entity’s record at (360) 725-0377. A Washington attorney can advise on lawsuits, debts and contracts from the period of dissolution.
Frequently Asked Questions
Sources & References
Primary sources this guide is based on.
- 1Washington State Legislature · RCW 23.95.605, Grounds for administrative dissolution (accessed October 17, 2026)
- 2Washington State Legislature · RCW 23.95.610, Administrative dissolution procedure and effect (accessed October 17, 2026)
- 3Washington State Legislature · RCW 23.95.615, Reinstatement (accessed October 17, 2026)
- 4Washington State Legislature · RCW 23.95.255, Initial or annual report for secretary of state (accessed October 17, 2026)
- 5Washington State Legislature · RCW 23.95.105, Definitions (accessed October 17, 2026)
- 6Washington State Legislature · Chapter 25.15 RCW, Washington Limited Liability Company Act (accessed October 17, 2026)
- 7Washington State Legislature · Chapter 25.15 RCW dispositions, repealed LLC sections (accessed October 17, 2026)
- 8Washington State Department of Revenue · Get or renew your business license (accessed October 17, 2026)
- 9Washington Secretary of State, Corporations and Charities Division · Return a Business to Active Status (accessed October 17, 2026)
- 10Washington Secretary of State, Corporations and Charities Division · Reinstate a LLC, PLLC, Profit or Professional Service Corporation Online (accessed October 17, 2026)
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