What is the process for dissolution of a corporation?
The process for dissolution of a corporation in Washington is governed by the Washington State Business Corporation Act. When a corporation wishes to dissolve, the board of directors must formally pass a resolution to dissolve the corporation, and the required resolution must specify the date of dissolution. The resolution of dissolution must also be approved by a majority of the shareholders, who then must give their written consent to the dissolution of the corporation. Once the resolution of dissolution has been passed and approved, the corporation must file a Certificate of Dissolution with the Washington Secretary of State. This certificate must be accompanied by a filing fee and must include the name of the corporation, the date the dissolution was authorized, and the principal address of the corporation. The Secretary of State will then review the documents submitted and, if accepted, will issue a Certificate of Dissolution. Additionally, the corporation must provide notice to any individual or entity to whom the corporation owes money. Once the Certificate of Dissolution has been issued, the corporation is officially dissolved. The corporation must then wind up its affairs and distribute its assets to its creditors and shareholders. Once all of the corporation’s liabilities have been paid, the remaining assets must be distributed to its shareholders. Once all of these steps have been completed, the corporation is officially dissolved and ceases to exist.
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