Provides the procedure for a Washington nonprofit corporation to dissolve by filing articles of dissolution with the Secretary of State after dissolution is authorized. Lists the required contents of the articles (name, date of incorporation, effective date of dissolution, membership status, basis of authorization, charitable-corporation flag, attorney general approval if charitable, and certification that net assets have been or will be distributed in accordance with the articles, bylaws, and adopted plan of distribution). For HOA dissolution, RCW 24.03A.910 is the operative filing statute, with the substantive authorization rules in RCW 24.03A.904–24.03A.908.
(1) At any time after dissolution is authorized, the nonprofit corporation may dissolve by filing with the secretary of state articles of dissolution, accompanied by a revenue clearance certificate issued pursuant to RCW 82.32.260 . The articles of dissolution shall set forth: (a) The name of the corporation; (b) The date of its incorporation; (c) The effective date of the dissolution, which may be the date on which the articles of dissolution are filed or any date and time up to thirty days thereafter; (d) Whether it is a membership corporation and, if it is a membership corporation, whether it has members that have a right to vote on its dissolution; (e) If the corporation is not a membership corporation or has no members that have a right to vote on its dissolution, that the dissolution was authorized by the requisite number of directors; (f) If the corporation is a membership corporation that has members that have a right to vote on its dissolution, that the requisite number of members has approved the proposal to dissolve; (g) Whether the corporation is a charitable corporation or is holding property for charitable purposes; (h) If the corporation is a charitable corporation or is holding property for charitable purposes, that the attorney general has approved, or is deemed to have approved, the corporation's plan of distribution pursuant to RCW 24.03A.908 ; and (i) That the net assets of the corporation remaining after winding up have been, or will be, distributed in accordance with the corporation's articles and bylaws and the corporation's adopted plan of distribution. (2) A nonprofit corporation is dissolved upon the effective date of its articles of dissolution. (3) For purposes of RCW 24.03A.904 through 24.03A.926 , "dissolved corporation" means a nonprofit corporation whose articles of dissolution have become effective and includes a liquidating trust, if any, or other acquirer entity to which the remaining assets of the corporation are transferred subject to its liabilities for purposes of liquidation. [ 2021 c 176 s 3504 .] Notes: Effective date — 2021 c 176: See note following RCW 24.03A.005 .
Governance
Ref
Requirement
(1)
The dissolution becomes effective only when the Secretary of State accepts the articles of dissolution filing. Until then, the HOA remains a legal entity with ongoing obligations.
(1)(e)
Dissolving a Washington HOA requires two steps: the board first adopts a dissolution plan, then submits it to the owners for a vote. Owners must receive proper notice and the meeting must comply with the same procedures as any other fundamental transaction.
(1)(i)
When an HOA dissolves, creditor claims (vendors, attorneys, unpaid bills) get paid first. Remaining assets go where the articles say — often back to owners proportionally or to a successor entity. If the articles are silent, a court decides distribution.
Legal references last verified July 4, 2026.
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