Updated August 24, 2026. Quick answer: Washington’s LLC Act does not contain the reinstatement rules, and several of the sections people cite for them no longer exist. RCW 25.15.279 and 25.15.289 are one-sentence stubs that point out of the chapter to Article 6 of chapter 23.95 RCW, the Uniform Business Organizations Code, where the grounds, the notice, the deadline and the fee formula actually live. Once you are there: the annual report has to be more than 120 days late before the state may even start, then a 60-day cure, then five years to reinstate. The Secretary of State’s current price is a $140 penalty plus $70 for each annual report year you missed, plus the current year’s renewal.
If you’d rather have the reinstatement filed for you
Bizee can prepare and file the Washington reinstatement paperwork above on your behalf. State filing fees and any back taxes owed are separate, and you pay those directly either way.
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Both LLC Act sections are signposts, and the neighbours are repealed
Here is the whole of Washington’s LLC-act treatment of administrative dissolution:
“The secretary of state may commence a proceeding to administratively dissolve a limited liability company under the circumstances and procedures provided in Article 6 of chapter 23.95 RCW.”
RCW 25.15.279
And of reinstatement:
“A limited liability company that has been administratively dissolved under RCW 23.95.610 may apply to the secretary of state for reinstatement in accordance with RCW 23.95.615 .”
RCW 25.15.289
That is it. Two sentences, both pointing somewhere else. What makes this worse than North Carolina’s equivalent cross-reference is that the surrounding neighbourhood is a graveyard: the legislature gutted and renumbered most of chapter 25.15 effective 1 January 2016 when it enacted Title 23.95. Plausible-looking citations such as RCW 25.15.291, 25.15.293 and 25.15.020 now return “citation not found” or a repeal-disposition notice. An older article, an old form, or an old letter from a registered-agent service may still cite them.
The fuse is longer than you think: 120 days, then 60 more
A late annual report is not immediately a ground. It has to be properly late:
“The entity does not deliver an annual report to the secretary of state not later than one hundred twenty days after it is due;”
RCW 23.95.605(2)
Only then can the Secretary of State serve notice, and the notice starts its own clock:
“If a domestic entity, not later than sixty days after service of the notice required by subsection (1) of this section, does not cure or demonstrate to the satisfaction of the secretary of state the nonexistence of each ground determined by the secretary of state, the secretary of state shall administratively dissolve the entity by executing a statement of administrative dissolution that recites the grounds for dissolution and the effective date of dissolution.”
RCW 23.95.610(2)
So roughly six months of runway from the missed due date, in two distinct stages, before anything is dissolved. That is worth knowing in both directions: if you have just realised the report is three months late, nothing has happened yet and filing it ends the story.
Five years, measured from the effective date on the statement
“A domestic entity that is dissolved administratively under RCW 23.95.610 may apply to the secretary of state for reinstatement not later than five years after the effective date of dissolution.”
RCW 23.95.615(1)
The effective date is recited on the statement of administrative dissolution; the same document that lists the grounds. The Secretary of State’s online reinstatement screen shows you both the dissolution date and whether you are still inside the window, which is the fastest way to find out where you stand.
The statute sets the formula; the agency sets the numbers
“To be reinstated, an entity must pay the full amount of all annual license or renewal fees which would have been assessed during the period of administrative dissolution had the entity been in active status, plus a penalty fee established by the secretary of state by rule, and the license or renewal fee for the year of reinstatement.”
RCW 23.95.615(2)
Three components, and the statute deliberately prints none of them: the penalty is “established by the secretary of state by rule.” The office’s own current figures, read on two of its pages this session, are $70 per annual report year missed, a flat $140 penalty, and the current year’s renewal, with an optional $100 for expedited service.
| Annual report years missed | Missed years at $70 | Plus the $140 penalty | Subtotal before the current year |
|---|---|---|---|
| 1 | $70 | $140 | $210 |
| 2 | $140 | $140 | $280 |
| 3 | $210 | $140 | $350 |
| 5 | $350 | $140 | $490 |
The last column deliberately stops short of the current year’s renewal, because the statute requires that too and the amount depends on when you file.
It relates back, with the usual reliance carve-out
“It relates back to and takes effect as of the effective date of the administrative dissolution;”
RCW 23.95.615(4)(a)
The subsection immediately after preserves the rights of a third party who relied on the dissolution before they had notice of the reinstatement; the same structure North Carolina uses, and the opposite of Louisiana’s unqualified retroactivity.
The name is checked in the filing system, not held for you
The statute requires the reinstatement application to state that the name still satisfies Washington’s name rule, or to arrive with a name-change amendment. In practice the online system does the test for you: it marks the name Available or Not Available, and if it is gone, the amendment has to be filed and accepted before the reinstatement can be processed. There is no statutory reservation period holding your name during the dissolved years.
One practical note that surprises people: Washington runs reinstatement through the same UBI-numbered filing system as ordinary annual reports and business licensing, and the reinstatement screen itself asks whether you also want to pay the current annual report year. It is one transaction, not a sequence of separate cures at separate agencies.
What this page does not do
- The dollar figures are the agency’s, not the statute’s. RCW 23.95.615(2) delegates the penalty to rule and prints no amount. The $70, $140 and $100 come from the Secretary of State’s own live reinstatement and fee pages, read this session: official agency pages, not a codified fee schedule, and agency fees move.
- Chapter 23.95 was read only where it governs this. Article 6, RCW 23.95.600 through 23.95.630, was read in full, along with chapter 25.15’s dissolution entries and the repeal dispositions for the old sections. The rest of chapter 23.95 was not read, so the rule-making basis for the penalty amount was not traced beyond the cross-reference.
- The one-transaction claim is the agency’s description of its own system, not a statute. Whether a separate Department of Revenue business-licence step applies to your situation was not independently verified.
- It is not legal advice.
Related: what a Washington LLC costs to keep, how to dissolve a Washington LLC on purpose, and annual report requirements by state. The other state whose reinstatement rules live outside its LLC act: North Carolina. Also in this series: Arizona and Colorado.
Sources
Every statement of law on this page is quoted from the text below, as read on August 24, 2026. Each row links the document it was read from.
| What it establishes | Source |
|---|---|
| VERDICT: the LLC Act points out of chapter 25.15 to Article 6 of chapter 23.95 for both dissolution and reinstatement. | RCW 25.15.279 and RCW 25.15.289, app.leg.wa.gov, read 2026-08-24 |
| The annual report must be more than 120 days late before it is even a ground. | RCW 23.95.605(2), app.leg.wa.gov, read 2026-08-24 |
| The 60-day cure after service of notice. | RCW 23.95.610(2), app.leg.wa.gov, read 2026-08-24 |
| The five-year reinstatement window. | RCW 23.95.615(1), app.leg.wa.gov, read 2026-08-24 |
| The fee formula: missed years, a penalty set by rule, and the current year. | RCW 23.95.615(2), app.leg.wa.gov, read 2026-08-24 |
| The $70 per missed year and the $140 penalty. | Washington Secretary of State, reinstate a business, sos.wa.gov, read 2026-09-03 |
General consumer information, not financial, tax or legal advice. State rules are as published by the cited source on 2026-08-24 and change; your own facts govern, and a reinstatement question with money on it is one to put to a lawyer or accountant in that state.
If the company you actually want in Washington is an LLC you already have in another state, reinstating this one may not be the route: Washington has no statute that lets an out-of-state LLC become a Washington LLC while staying the same entity, and the route that works is a merger. See why you cannot move an LLC to Washington, and the merger route.
Reinstating so you can move the entity, not keep running it here? See moving an LLC out of Washington for the state-of-organization change itself, once the LLC is back in good standing.
Reinstating an LLC, not a corporation? See reinstating a corporation in Washington for the statute-specific filing, deadline and fee.