Dissolution of a Washington Corporation
A Washington corporation can be dissolved in several ways. The board can dissolve the corporation, without shareholder approval, if it determines that the corporation is unable to pay its liabilities as they become due in the usual course of business, or the corporation’s assets are less than its total liabilities. If neither of the above two criteria applies, the board can dissolve a corporation by recommending dissolution to the shareholders and obtaining the shareholders’ approval. Once the corporation decides to dissolve, it must obtain its revenue clearance certificate from the Washington Department of Revenue, and then attach it to the signed Articles of Dissolution, which must be filed with the Secretary of State. The Secretary of State or superior courts of Washington may also dissolve a corporation for various failures or violations. After a corporation dissolves, it can no longer carry on any business; however, the corporation continues to exist until it is completely wound up.