What happens if your Washington LLC misses its annual report, and how to reinstate it
Washington’s own word for it: “Delinquent”, then “administratively dissolved”. Time limit to get back: 5 years. Tax clearance: No.
Checked against the Washington Secretary of State, Corporations and Charities Division, September 2026.
- What Washington calls it
- “Delinquent”, then “administratively dissolved”
- Tax clearance
- No
- Time limit to get back
- 5 years
How it unfolds in Washington
- MissedAnnual report
- Status“Delinquent”, then “administratively dissolved”
- The way backReinstatement in CCFS (“Reactivate a Business”)
Washington Secretary of State, Corporations and Charities Division
What does Washington call a company that missed its filings?
“Delinquent”: the annual report was not filed by the expiration date. “Administratively dissolved”: the Secretary of State has dissolved the LLC under RCW 23.95.610 by a ‘statement of administrative dissolution’. The SOS glossary describes administrative dissolution as ‘(terminated)’ and reinstatement as returning the entity ‘to active status’.
What triggers it in Washington?
The SOS may start administrative dissolution if the LLC (1) does not pay a fee, interest or penalty owed to the SOS when due; (2) does not deliver its annual report within 120 days after it is due (the report is due by the last day of the formation month); (3) has no registered agent in Washington for 30 consecutive days; or (4) reaches the end of a period of duration stated in its certificate of formation.
Before it happens
Before the annual report is due, the SOS sends a courtesy notice 30 to 90 days ahead (the SOS says 60 days) warning that the LLC will be administratively dissolved if it does not file and pay; not receiving it is no excuse. Once grounds exist, the SOS serves notice of its determination. The LLC has 60 days after service to cure or show that no ground exists. If it does neither, the SOS files a statement of administrative dissolution.
How do you reinstate a Washington LLC?
A Reinstatement, filed online in the SOS Corporations and Charities Filing System (CCFS): log in, choose ‘Reactivate a Business’, and search by UBI number or name. A pop-up shows the dissolution date and the last date the entity can reinstate. The filer can choose to also pay the current annual-report year. The filing restates the name, principal office, registered agent, governors and business description, and includes Department of Revenue controlling-interest questions. By statute the application states the name, principal office, registered agent, effective date of dissolution, and that the grounds did not exist or have been cured.
Where to file
Washington Secretary of State, Corporations and Charities Division (Olympia), online via CCFS.
Missed filings and fees
Yes. The LLC pays all annual license or renewal fees that would have been assessed while it was dissolved, a penalty fee set by SOS rule, and the fee for the year of reinstatement. The SOS charges the annual report fee for each annual-report year missed, plus a penalty fee.
Is there a deadline to reinstate a Washington LLC?
Not later than five years after the effective date of administrative dissolution (SOS: ‘A Reinstatement is due within 5 years of the business entity’s dissolution date’).
Not yet confirmed against the Washington Secretary of State, Corporations and Charities Division — check with the office.
Do you need tax clearance in Washington?
No
Not required. RCW 23.95.615 lists only SOS fees and penalties, and the SOS instructions list no Department of Revenue clearance. The Department of Revenue appears only through (a) the controlling-interest transfer questions in the reinstatement filing, required by DOR under RCW 82.45.220, and (b) the shared UBI number. DOR’s Business Licensing Service handles business licenses and trade names separately, and DOR checks SOS good standing before issuing a reseller permit.
What happens to the company name meanwhile?
The name is not held. The application must state that the name still meets RCW 23.95.300. If it does not, an amendment changing the name must be delivered with the application. The SOS says that if the name lookup shows ‘Not Available’, an amendment must be filed and accepted before the reinstatement is processed.
What changes once it is fixed?
Reinstatement relates back to and takes effect as of the effective date of the administrative dissolution. The LLC resumes its activities as if the dissolution never occurred, except for rights of a person who relied on the dissolution before knowing of the reinstatement. While dissolved, the LLC continues to exist but may only wind up or apply for reinstatement, and its registered agent’s authority continues.
What changes for corporations in Washington?
No material difference found. Profit corporations are administratively dissolved and reinstated under the same chapter 23.95 RCW Article 6 (RCW 23B.14.200, 23B.14.220), with the same five-year window. The SOS uses one online reinstatement flow for LLCs, PLLCs, profit and professional service corporations. Nonprofit corporations use separate reinstatement instructions.
What should you file first?
There is no separate tax clearance step for a Washington LLC, so the filing comes first, with the missed filings and fees described above.
The filing
Reinstatement in CCFS (“Reactivate a Business”)
Where it goes
Washington Secretary of State, Corporations and Charities Division (Olympia), online via CCFS.
What does Washington ask you to file, so it does not happen again?
| Obligation | Form | Due | If late |
|---|---|---|---|
| LLC formation (Certificate of Formation) | Certificate of Formation | At formation | N/A |
| Initial Report | Initial Report (all entity types except nonprofits) | Within 120 days after the public organic record becomes effective (RCW 23.95.255) | The record stays incomplete and the entity is out of compliance until it is filed |
| Annual Report | Annual Report (multiple entity types), filed in CCFS | By the last day of the month in which the business was originally formed or registered; filable up to 180 days early without moving the expiration date | Delinquent status, which may lead to administrative dissolution |
| Change of registered agent | Statement of Change (or Annual Report / Amended Annual Report) | When the agent changes | N/A |
From the same Washington record as the Washington registered agent page. State fees change; we confirm current amounts with you before anything is filed.
Put every recurring Washington deadline in your calendar with the compliance calendar, or see what Washington requires of your registered agent.
Which Washington laws govern it?
RCW 25.15.279 and 25.15.289 (LLC Act cross-references) apply the Uniform Business Organizations Code, chapter 23.95 RCW, Article 6: RCW 23.95.605 (grounds), 23.95.610 (procedure and effect), 23.95.615 (reinstatement), 23.95.620 (judicial review of denial). Annual report: RCW 25.15.106 and 23.95.255.
Sources, checked September 2026:
- Washington State Legislature— RCW 25.15.279, 25.15.289, 23.95.605-.620, 23.95.255
- Washington Secretary of State; Washington State Legislature— SOS Annual Reports page (‘Effect of Late Filing’); SOS Glossary of Terms; RCW 23.95.610
- Washington State Legislature; Washington Secretary of State— RCW 23.95.605 (applied to LLCs by RCW 25.15.279); SOS Annual Reports page
- Washington State Legislature; Washington Secretary of State— RCW 23.95.255(7), 23.95.610(1)-(2); SOS Annual Reports FAQ
- Washington Secretary of State— Reinstate a LLC, PLLC, Profit or Professional Service Corporation Online; RCW 23.95.615(1)
- Washington Secretary of State— Online reinstatement instructions
- Washington State Legislature; Washington Secretary of State— RCW 23.95.615(2); SOS online reinstatement instructions; SOS Glossary (UBI, reseller permit, DBAs)
- Washington State Legislature; Washington Secretary of State— RCW 23.95.615(2); SOS online reinstatement instructions
- Washington State Legislature; Washington Secretary of State— RCW 23.95.615(1)(a); SOS online reinstatement instructions (‘Business Name’)
- Washington State Legislature; Washington Secretary of State— RCW 23.95.615(1); SOS online reinstatement instructions
- Washington State Legislature— RCW 23.95.615(4), 23.95.610(3)-(4)
- Washington State Legislature; Washington Secretary of State— RCW 23B.14.200, 23B.14.220; SOS online reinstatement instructions
Checked against the Washington Secretary of State, Corporations and Charities Division and the statutes above · Last checked September 2026. Not legal advice: the filing office has the final word on your entity.
Washington
Behind on a Washington filing?
Send us the entity and any notice you received. A compliance check shows where it stands with the Washington Secretary of State, Corporations and Charities Division, and state fees are confirmed with you before anything is filed.