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Washington Dissolution Package to Dissolve Corporation

Washington Dissolution Package to Dissolve Corporation

Category:

Corporations - Dissolution

State:

Washington

Control #:

WA-DP-0001

Format:

Instant download

Understanding this form

The Washington Dissolution Package to Dissolve Corporation provides all necessary forms and instructions to legally dissolve a corporation in Washington State. This package streamlines the voluntary dissolution process, allowing incorporators or directors to terminate corporate existence efficiently. It is specifically designed for corporations that have not issued shares or commenced business activities, distinct from administrative and judicial dissolution methods.

Key components of this form

Articles of Dissolution: The primary document needed for initiating dissolution.
Resolution of Directors: Required if the corporation has issued stock; documents board recommendation.
Notice of Special Meeting: Notifies shareholders about the vote on dissolution.
Written Consent: Allows shareholders to agree to the dissolution without a meeting.
Notice of Dissolution and Request for Claims: Informs claimants about the dissolution process.
Revenue Clearance Certificate: Confirms no outstanding taxes, required for filing dissolution.

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Common use cases

This form package is necessary when the owners of a corporation in Washington decide to voluntarily dissolve the business. Situations may include: corporate restructuring, cessation of operations, or when it is no longer economically viable to continue business. This package ensures compliance with state laws during the dissolution process.

Who this form is for

Eligibility for using the Washington Dissolution Package includes:

Corporation owners or initial directors desiring to dissolve a corporation.
Corporations that have not issued shares or commenced business operations.
Legal representatives acting on behalf of the corporation in dissolution matters.

How to prepare this document

Identify whether your corporation has issued stock or commenced business.
If no stock has been issued, complete the Articles of Dissolution and include a revenue clearance certificate.
If stock has been issued, adopt a resolution from the board of directors recommending dissolution.
Notify all shareholders of a special meeting to vote on the dissolution, or obtain their written consent.
Submit completed Articles of Dissolution along with required attachments to the Secretary of State.

Does this document require notarization?

Notarization is generally not required for this form. However, certain states or situations might demand it. You can complete notarization online through US Legal Forms, powered by Notarize, using a verified video call available anytime.

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Make edits, fill in missing information, and update formatting in US Legal Forms—just like you would in MS Word.

Download a copy, print it, send it by email, or mail it via USPS—whatever works best for your next step.

Sign and collect signatures with our SignNow integration. Send to multiple recipients, set reminders, and more. Go Premium to unlock E-Sign.

If this form requires notarization, complete it online through a secure video call—no need to meet a notary in person or wait for an appointment.

We protect your documents and personal data by following strict security and privacy standards.

Typical mistakes to avoid

Failing to obtain a revenue clearance certificate before filing.
Not properly notifying all shareholders about the dissolution plan.
Missing deadlines for submitting claims or notices after dissolution.
Not following the correct voting requirements for shareholders when dissolving.

Why use this form online

Convenient access to all required documents and instructions in one package.
Editable forms that allow for quick personalization to your corporationâs information.
Reliable legal language drafted by licensed attorneys for accuracy and compliance.
Instant downloads and easy-to-follow steps facilitate a smooth dissolution process.

Legal use & context

This form package complies with Washington State laws regarding voluntary dissolution of corporations.
Proper completion and submission ensure that the dissolution process is legally recognized.
Failure to adhere to guidelines may result in delays or complications in the dissolution process.

Key takeaways

The Washington Dissolution Package facilitates the voluntary dissolution of corporations.
It includes critical forms and instructions to ensure compliance with state law.
Understanding the necessary steps is crucial for a smooth dissolution process.

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FAQ

Involuntary dissolution is a judicial process where the court separates the warring partners by forcing a sale of ownership from one to the other, or by forcing a sale of the entire business. You use this process when all else has failed for a dispute between owners of a corporation or an LLC in California.

A state may bring an action to dissolve a corporation on one of five grounds: failure to file an annual report or pay taxes, fraud in procuring incorporation, exceeding or abusing authority conferred, failure for thirty days to appoint and maintain a registered agent, and failure to notify the state of a change of

When a corporation is dissolved, it no longer legally exists and, in most cases, its debts disappear as well. State laws usually give additional time beyond the dissolution for creditors to file suits for failure to pay any corporate debts or for the wrongful distribution of corporate assets.

Dissolve the Legal Entity (LLC or Corporation) with the State. An LLC or Corporation needs to be officially dissolved. Pay Any Outstanding Bills. You need to satisfy any company debts before closing the business. Cancel Any Business Licenses or Permits. File Your Final Federal and State Tax Returns.

Definition. The ending of a corporation, either voluntarily by filing a notice of dissolution with the Secretary of State or as ordered by a court after a vote of the shareholders, or involuntarily through government action as a result of failure to pay taxes.

Administrative dissolution is the process by which the state administrator overseeing business entities takes away the rights, powers and authority of a corporation, LLC or other business entity, due to the entity's failure to comply with certain obligations of the business entity statute.

Failing to dissolve the corporation allows third parties to continue to sue the corporation as if it is still in operation. A judgment might mean that shareholders use the money received from distributed assets when the corporation closed down to satisfy judgments against the corporation.

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Washington Dissolution Package to Dissolve Corporation

WASHINGTON CORPORATE DISSOLUTION

STATUTORY REFERENCE REVISED CODE OF WASHINGTON, Â§Â§ 23B.14.010 through 23B.14.400

There are three ways to dissolve a business corporation in the State of Washington: administratively, judicially, and voluntarily.Â This summary addresses only voluntary dissolution.

A majority of the incorporators or initial directors of a corporation that has not issued shares or has not commenced business may dissolve a corporation by delivering to the Secretary of State a copy of a revenue clearance certificate issued pursuant to RCW 82.32.260 and articles of dissolution that set forth: 1. The name of the corporation;
2. The date of its incorporation;
3. Either that none of the corporation's shares has been issued or that the corporation has not commenced business;
4. That no debt of the corporation remains unpaid;
5. That the net assets of the corporation remaining after winding up have been distributed to the shareholders if shares were issued; and
6. That a majority of the incorporators or initial directors authorized the dissolution. A corporation's board of directors may propose dissolution for submission to the shareholders.Â For a proposal to dissolve to be adopted: 1. The board of directorsÂ must recommend dissolution to the shareholders unless the board of directors determines that because of conflict of interest or other special circumstances it should make no recommendation and communicates the basis for its determination to the shareholders; and
2. The shareholders entitled to vote must approve the proposal to dissolve. The board of directors may condition its submission of the proposal to dissolve on any basis.

The corporation must notify each shareholder, whether or not entitled to vote, of the proposed shareholders' meeting in accordance with Â§ 23B.14.020(5). The notice must also state that the purpose or one of the purposes of the meeting is to consider dissolving the corporation.

Unless the articles of incorporation or the board of requires a greater vote or a vote by voting groups, the proposal to dissolve to be adopted must be approved by a two-thirds majority of all the votes entitled to be cast on the proposal to dissolve.

At any time after dissolution is authorized, the corporation may dissolve by delivering to the Secretary of State a copy of a revenue clearance certificate issued pursuant to RCW 82.32.260 and articles of dissolution that set forth: 1. The name of the corporation;
2. The date dissolution was authorized;
3. If shareholder approval was required for dissolution, a statement that dissolution was duly approved by the shareholders in accordance with RCW 23B.14.020. A corporation is dissolved upon the effective date of its articles of dissolution.

A dissolved corporation continues its corporate existence but may not carry on any business, except that appropriate to wind up and liquidate its business and affairs, including: 1. Collecting its assets;
2. Disposing of its properties that will not be distributed in kind to its shareholders;
3. Discharging or making provision for discharging its liabilities;
4. Distributing its remaining property among its shareholders according to their interests; and
5. Doing every other act necessary to wind up and liquidate its business and affairs. Dissolution of a corporation does not: 1. Transfer title to the corporation's property;
2. Prevent transfer of its shares or securities, although the authorization to dissolve may provide for closing the corporation's share transfer records;
3. Subject its directors or officers to standards of conduct different from those prescribed in chapter 23B.08 RCW;
4. Change quorum or voting requirements for its board of directors or shareholders, change provisions for selection, resignation, or removal of its directors or officers or both, or change provisions for amending its bylaws;
5. Prevent commencement of a proceeding by or against the corporation in its corporate name;
6. Abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution; or
7. Terminate the authority of the registered agent of the corporation. A dissolved corporation may dispose of the known claims against it by following the statutory procedures.

The dissolved corporation can notify its known claimants in writing of the dissolution at any time after its effective date. The written notice must: 1. Describe the information that must be included in a claim;
2. Provide a mailing address where a claim may be sent;
3. State the deadline, which may not be fewer than one hundred twenty days from the effective date of the written notice, by which the dissolved corporation must receive the claim; and
4. State that the claim will be barred if not received by the deadline. A claim against the dissolved corporation is be barred: 1. If a claimant who was given the statutory written notice does not deliver the claim to the dissolved corporation by the deadline; or
2. If a claimant whose claim was rejected by the dissolved corporation does not commence a proceeding to enforce the claim within ninety days from the effective date of the rejection notice. A claim does not include a contingent liability or a claim based on an event occurring after the effective date of dissolution.

Assets of a dissolved corporation that should be transferred to a creditor, claimant, or shareholder of the corporation who cannot be found or who is not competent to receive them may be reduced to cash and deposited with the state treasurer for safekeeping. If assets are transferred to the state treasurer, and if the creditor, claimant, or shareholder furnishes satisfactory proof of entitlement to the amount deposited, the state treasurer or other appropriate state official shall pay such person or such person's representative that amount.

Note: All Information and Previews are subject to the Disclaimer located on the main forms page, and also linked at the bottom of all search results.

Washington Dissolution Package to Dissolve Corporation

WASHINGTON CORPORATE DISSOLUTION

STATUTORY REFERENCE REVISED CODE OF WASHINGTON, Â§Â§ 23B.14.010 through 23B.14.400

There are three ways to dissolve a business corporation in the State of Washington: administratively, judicially, and voluntarily.Â This summary addresses only voluntary dissolution.

Note: All Information and Previews are subject to the Disclaimer located on the main forms page, and also linked at the bottom of all search results.

Washington Dissolution Package to Dissolve Corporation

Understanding this form

Key components of this form

Related forms

Common use cases

Who this form is for

How to prepare this document

Does this document require notarization?

Get your form ready online

Typical mistakes to avoid

Why use this form online

Legal use & context

Key takeaways

Looking for another form?

Viewed forms

Form popularity

FAQ

What does it mean when a corporation is involuntarily dissolved?

How may a corporation dissolve?

What happens if a corporation is dissolved?

How do I dissolve an inactive corporation?

Can the government dissolve a corporation?

What does administratively dissolved mean in Washington state?

What happens if you do not dissolve a corporation?

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