Washington Foreign Registration / Withdrawing

Withdrawing a foreign LLC's Washington registration

To end its Washington registration a foreign LLC delivers a Statement of Withdrawal to the Secretary of State. Withdrawing an LLC carries no fee, against $180 to register. We prepare the statement for $199.

The withdrawal at a glance

Filing: Statement of Withdrawal
Fee: None
Foreign corporation: Also needs a revenue clearance certificate
Statute: RCW 23.95.530
After a default: Reinstatement, $140 plus missed reports

What the statement says

The statement gives the entity's name and jurisdiction of formation; that it is not doing business in Washington and withdraws its registration; that it revokes the authority of its registered agent to accept service; and an address to which service of process may be made.

What survives

Claims that arose during the registered years can still be served after withdrawal, by the ordinary service rule, with the Secretary of State as the last resort.

When withdrawal happens automatically

Conversion to a Washington entity counts as withdrawal on the day it takes effect. An entity that has dissolved and finished winding up must file a statement of withdrawal.

Withdrawal against termination

Withdrawal is a decision the entity makes; termination is one the state makes, after not paying a fee, interest or penalty owed; not delivering the annual report when due; having no registered agent; not filing a statement of change when the agent's name or address changes; signing a document knowing it was false in a material respect with intent that it be filed; or the Secretary of State receiving a certificate that the entity has dissolved or disappeared in a merger at home, a notice and 60 days to cure. Termination leaves the registered agent's authority in place.

Getting back after termination

A terminated LLC can be reinstated for $140 plus every missed annual report fee, so one missed report comes to $210 and two to $280.

Corporations

A foreign corporation withdrawing must send a copy of a revenue clearance certificate with its statement. An LLC does not.

The agent at exit

Resigning as registered agent is a separate filing, and it costs nothing. The withdrawal statement itself deals with the agent's authority to accept service.

Why a statement and not a letter

A foreign LLC ends its registration the way it began, with a filing. The LLC act says a foreign LLC may withdraw by delivering a statement of withdrawal under the general rule, so a letter or a phone call does not do it.

The four things the statement must say

The statement says the entity's name and jurisdiction of formation; that it is not doing business in Washington and withdraws its registration; that it revokes the authority of its registered agent to accept service; and an address to which service of process may be made.

Withdrawal and the annual report

A company that withdraws before its next report date has no report to file afterward.

Dissolution at home

Dissolving at home does not end the Washington record: a registered foreign entity that has dissolved and completed winding up delivers a statement of withdrawal.

Merging into a non-registered entity

If the registered entity merges into one that is not registered in Washington, the successor can apply to transfer the registration without a gap, or the entity can withdraw.

Leaving versus letting it lapse

An LLC that lets its registration lapse pays $140 plus each missed report fee to return, $210 after one missed report. One that withdraws first pays nothing to leave.

Who signs the withdrawal

The entity executes the statement, so whoever is authorized to act for the company signs it. We prepare it from your answers, and you read it before it goes in.

Cost comparison

Reports keep the registration alive at $70 a year, while withdrawal carries no fee. An LLC finished with Washington saves $70 for every year it no longer reports.

The revenue clearance for corporations

A foreign corporation attaches a copy of a revenue clearance certificate issued under RCW 82.32.260 to its statement of withdrawal. An LLC files without one. If your entity is a corporation, tell us so we can add the clearance to the order.

Withdrawal fees for other entities

The no-fee withdrawal is the LLC rate. A corporation, partnership or nonprofit withdrawing has its fee quoted when you order.

How we handle a withdrawal

Tell us the company has stopped doing business in Washington. We prepare the statement and file it for $199.

Withdrawing through us

Say the company is leaving
We turn your answers into the statement.
Sign
An authorized person executes it.
We file
Online, by mail or in person.

Registered agent: first year included, then $149 a year

$199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.

Withdrawal questions

What does withdrawing cost?

Withdrawing an LLC carries no fee.

Does a corporation withdraw the same way?

Yes, with a revenue clearance certificate added.

Does service on the company stop after withdrawal?

No. Claims from the registered years can still be served.

What you pay

Register in Washington

$199

+ $180 Washington fee

$180 is Washington's fee for an LLC and for any profit entity. A nonprofit pays $30. $199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.

The Foreign Registration Statement, written from your answers
A home certificate of existence ordered so it is under sixty days old at filing
A Washington registered agent, ours or one you name
The filed registration, passed on to you
Renewal: after the first year, the agent service renews at $149 a year

Sources

Operating in Washington?

Order now and the registration goes in before more unregistered years pile up.