Z-0721.1/14 ROUGH DRAFT
AA:lel
Creating uniformity in common provisions
governing business organizations and other
entities.
AN ACT Relating to uniformity in common provisions governing
business organizations and other entities; amending RCW 23B.01.200,
23B.01.220, 23B.01.230, 23B.01.240, 23B.01.250, 23B.01.280, 23B.01.290,
23B.01.410, 23B.01.520, 23B.01.540, 23B.01.570, 23B.02.020, 23B.02.050,
23B.04.010, 23B.04.020, 23B.04.030, 23B.05.010, 23B.05.020, 23B.05.030,
23B.05.040, 23B.11.070, 23B.11.110, 23B.14.040, 23B.14.200, 23B.14.210,
23B.14.220, 23B.14.390, 23B.15.010, 23B.15.020, 23B.15.030, 23B.15.040,
23B.15.050, 23B.15.060, 23B.15.070, 23B.15.080, 23B.15.090, 23B.15.100,
23B.15.200, 23B.15.300, 23B.15.310, 23B.16.010, 23B.16.220, 23B.18.020,
23B.18.030, 23B.18.040, 23B.19.020, 23B.01.400, 23B.07.200, 23B.08.090,
23B.13.300, 23B.14.030, 23B.14.065, 23B.16.040, 24.03.005, 24.03.017,
24.03.045, 24.03.046, 24.03.047, 24.03.048, 24.03.050, 24.03.055,
24.03.060, 24.03.1031, 24.03.135, 24.03.145, 24.03.175, 24.03.180,
24.03.183, 24.03.200, 24.03.205, 24.03.207, 24.03.245, 24.03.271,
24.03.300, 24.03.302, 24.03.305, 24.03.310, 24.03.315, 24.03.325,
24.03.335, 24.03.340, 24.03.345, 24.03.350, 24.03.365, 24.03.370,
24.03.380, 24.03.390, 24.03.395, 24.03.405, 24.03.425, 24.03.445,
24.06.005, 24.06.045, 24.06.046, 24.06.047, 24.06.048, 24.06.050,
24.06.055, 24.06.060, 24.06.160, 24.06.200, 24.06.205, 24.06.207,
24.06.225, 24.06.233, 24.06.280, 24.06.290, 24.06.300, 24.06.340,
24.06.345, 24.06.350, 24.06.360, 24.06.370, 24.06.375, 24.06.380,
24.06.385, 24.06.390, 24.06.395, 24.06.410, 24.06.415, 24.06.425,
24.06.435, 24.06.440, 24.06.450, 24.06.470, 24.06.490, 25.05.005,
25.05.025, 25.05.110, 25.05.115, 25.05.355, 25.05.370, 25.05.390,
25.05.500, 25.05.505, 25.05.530, 25.05.533, 25.05.536, 25.05.550,
25.05.555, 25.05.560, 25.05.565, 25.05.580, 25.05.583, 25.05.586,
25.05.589, 25.05.902, 25.10.011, 25.10.061, 25.10.071, 25.10.121,
25.10.131, 25.10.141, 25.10.151, 25.10.201, 25.10.211, 25.10.231,
25.10.241, 25.10.251, 25.10.261, 25.10.271, 25.10.281, 25.10.291,
25.10.571, 25.10.611, 25.10.616, 25.10.641, 25.10.646, 25.10.651,
25.10.661, 25.10.666, 25.10.671, 25.10.766, 25.10.771, 25.10.786,
25.10.791, 25.10.916, 25.15.010, 25.15.015, 25.15.020, 25.15.025,
25.15.045, 25.15.070, 25.15.075, 25.15.085, 25.15.090, 25.15.095,
25.15.100, 25.15.105, 25.15.270, 25.15.280, 25.15.285, 25.15.290,
25.15.293, 25.15.310, 25.15.315, 25.15.325, 25.15.330, 25.15.335,
25.15.340, 25.15.345, 25.15.350, 25.15.355, 25.15.360, 25.15.365,
25.15.366, 25.15.395, 25.15.415, 25.15.475, 25.15.805, 43.07.120,
43.07.130, 23.78.020, 23.78.030, 23.86.030, 23.86.055, 23.86.070,
23.86.095, 23.86.210, 23.86.220, 23.86.310, 23.86.330, 23.86.370,
24.12.045, 24.12.051, 24.20.010, 24.20.020, 24.24.010, 24.24.100, and
24.28.010; adding a new chapter to Title 23 RCW; repealing RCW
23B.01.210, 23B.01.260, 23B.01.270, 23B.01.500, 23B.01.510, 23B.01.530,
23B.01.550, 23B.01.560, 23B.01.580, 23B.14.203, 23B.15.015, 23B.18.050,
24.03.007, 24.03.008, 24.03.3025, 24.03.303, 24.03.307, 24.03.320,
24.03.330, 24.03.375, 24.03.385, 24.03.386, 24.03.388, 24.03.400,
24.03.410, 24.03.415, 24.03.450, 24.06.170, 24.06.293, 24.06.355,
24.06.365, 24.06.420, 24.06.430, 24.06.433, 24.06.445, 24.06.455,
24.06.460, 24.06.495, 24.06.915, 25.04.716, 25.05.570, 25.10.040,
25.10.171, 25.10.656, 25.10.676, 25.15.007, 25.15.320, 23.86.155,
23.86.300, 23.86.320, 23.86.335, 23.86.340, 24.12.060, 24.20.040,
24.20.050, 24.24.130, and 24.28.045; and providing an effective date.
BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF WASHINGTON:
PART I ARTICLE 1 GENERAL PROVISIONS
NEW SECTION.
Sec.
SHORT TITLE.
This chapter may be known
and cited as the uniform business organizations code-general
provisions.
NEW SECTION.
Sec.
DEFINITIONS.
The definitions in this
section apply throughout this chapter unless the context clearly
requires otherwise or as set forth in section 1401 of this act. (1) "Annual report" means the report required by section 1213 of
this act. (2) "Business corporation" means a domestic business corporation
incorporated under or subject to Title 23B RCW or a foreign business
corporation. (3) "Business trust" means a trust formed under the statutory law
of another state which is not a foreign statutory trust and does not
have a predominately donative purpose. (4) "Commercial registered agent" means a person listed under
section 1405 of this act. (5) "Common-law business trust" means a common-law trust that does
not have a predominately donative purpose. (6) "Distributional interest" means the right under an
unincorporated entity's organic law and organic rules to receive
distributions from the entity. (7) "Domestic," with respect to an entity, means governed as to its
internal affairs by the law of this state. (8)(a) "Entity" means: (i) A business corporation; (ii) A nonprofit corporation; (iii) A general partnership, including a limited liability
partnership; (iv) A limited partnership, including a limited liability limited
partnership; (v) A limited liability company; (vi) A general cooperative association; (vii) A limited cooperative association; (viii) An unincorporated nonprofit association; (ix) A statutory trust, business trust, or common-law business
trust; or (x) Any other person that has: (A) A legal existence separate from any interest holder of that
person; or (B) The power to acquire an interest in real property in its own
name. (b) "Entity" does not mean: (i) An individual; (ii) A trust with a predominately donative purpose or a charitable
trust; (iii) An association or relationship that is not a partnership
solely by reason of RCW 25.05.055(3) or a similar provision of the law
of another jurisdiction; (iv) A decedent's estate; (v) A government or a governmental subdivision, agency, or
instrumentality; or (vi) A person excluded under section 1106 of this act. (9) "Entity filing" means a record delivered to the secretary of
state for filing pursuant to this chapter. (10) "Entity filing effective date," when referring to a record
filed by the secretary of state, means the time and date determined in
accordance with section 1203 of this act. (11) "Filed record" means a record filed by the secretary of state
pursuant to this chapter. (12) "Filing entity" means an entity whose formation requires the
filing of a public organic record. "Filing entity" does not include a
limited liability partnership. (13) "Foreign," with respect to an entity, means governed as to its
internal affairs by the law of a jurisdiction other than this state. (14) "General cooperative association" means a domestic general
cooperative association formed under or subject to chapter 23.86 RCW. (15) "General partnership" means a domestic general partnership
formed under or subject to chapter 25.05 RCW or a foreign general
partnership. "General partnership" includes a limited liability
partnership. (16) "Governance interest" means a right under the organic law or
organic rules of an unincorporated entity, other than as a governor,
agent, assignee, or proxy, to: (a) Receive or demand access to information concerning, or the
books and records of, the entity; (b) Vote for the election of the governors of the entity; or (c) Receive notice of or vote on an issue involving the internal
affairs of the entity. (17) "Governor" means: (a) A director of a business corporation; (b) A director or trustee of a nonprofit corporation; (c) A general partner of a general partnership; (d) A general partner of a limited partnership; (e) A manager of a manager-managed limited liability company; (f) A member of a member-managed limited liability company; (g) A director of a general cooperative association; (h) A director of a limited cooperative association; (i) A manager of an unincorporated nonprofit association; (j) A trustee of a statutory trust, business trust, or common-law
business trust; or (k) Any other person under whose authority the powers of an entity
are exercised and under whose direction the activities and affairs of
the entity are managed pursuant to the organic law and organic rules of
the entity. (18) "Interest" means: (a) A share in a business corporation; (b) A membership in a nonprofit corporation; (c) A partnership interest in a general partnership; (d) A partnership interest in a limited partnership; (e) A membership interest in a limited liability company; (f) A share in a general cooperative association; (g) A member's interest in a limited cooperative association; (h) A membership in an unincorporated nonprofit association; (i) A beneficial interest in a statutory trust, business trust, or
common-law business trust; or (j) A governance interest or distributional interest in any other
type of unincorporated entity. (19) "Interest holder" means: (a) A shareholder of a business corporation; (b) A member of a nonprofit corporation; (c) A general partner of a general partnership; (d) A general partner of a limited partnership; (e) A limited partner of a limited partnership; (f) A member of a limited liability company; (g) A shareholder of a general cooperative association; (h) A member of a limited cooperative association; (i) A member of an unincorporated nonprofit association; (j) A beneficiary or beneficial owner of a statutory trust,
business trust, or common-law business trust; or (k) Any other direct holder of an interest. (20) "Jurisdiction" when used to refer to a political entity, means
the United States, a state, a foreign country, or a political
subdivision of a foreign country. (21) "Jurisdiction of formation" means the jurisdiction whose law
includes the organic law of an entity. (22) "Limited liability company" means a domestic limited liability
company formed under or subject to chapter 25.15 RCW or a foreign
limited liability company. (23) "Limited liability limited partnership" means a domestic
limited liability limited partnership formed under or subject to
chapter 25.10 RCW or a foreign limited liability limited partnership. (24) "Limited liability partnership" means a domestic limited
liability partnership registered under or subject to chapter 25.05 RCW
or a foreign limited liability partnership. (25) "Limited partnership" means a domestic limited partnership
formed under or subject to chapter 25.10 RCW or a foreign limited
partnership. "Limited partnership" includes a limited liability
limited partnership. (26) "Noncommercial registered agent" means a person that is not a
commercial registered agent and is: (a) An individual or domestic or foreign entity that serves in this
state as the registered agent of an entity; (b) An individual who holds the office or other position in an
entity which is designated as the registered agent pursuant to section
1404(1)(b)(ii) of this act; or (c) A government, governmental subdivision, agency, or
instrumentality, or a separate legal entity comprised of two or more of
these entities, that serves as the registered agent of an entity. (27) "Nonfiling entity" means an entity that is formed other than
by filing a public organic record. (28) "Nonprofit corporation" means a domestic nonprofit corporation
incorporated under or subject to chapter 24.03 or 24.06 RCW or a
foreign nonprofit corporation. (29) "Nonregistered foreign entity" means a foreign entity that is
not registered to do business in this state pursuant to a statement of
registration filed by the secretary of state. (30) "Organic law" means the law of an entity's jurisdiction of
formation governing the internal affairs of the entity. (31) "Organic rules" means the public organic record and private
organic rules of an entity. (32) "Person" means an individual, business corporation, nonprofit
corporation, partnership, limited partnership, limited liability
company, general cooperative association, limited cooperative
association, unincorporated nonprofit association, statutory trust,
business trust, common-law business trust, estate, trust, association,
joint venture, public corporation, government or governmental
subdivision, agency, or instrumentality, or any other legal or
commercial entity. (33) "Principal office" means the principal executive office of an
entity, whether or not the office is located in this state. (34) "Private organic rules" means the rules, whether or not in a
record, that govern the internal affairs of an entity, are binding on
all its interest holders, and are not part of its public organic
record, if any. "Private organic rules" includes: (a) The bylaws of a business corporation; (b) The bylaws of a nonprofit corporation; (c) The partnership agreement of a general partnership; (d) The partnership agreement of a limited partnership; (e) The operating agreement of a limited liability company; (f) The bylaws of a general cooperative association; (g) The bylaws of a limited cooperative association; (h) The governing principles of an unincorporated nonprofit
association; and (i) The trust instrument of a statutory trust or similar rules of
a business trust or common-law business trust. (35) "Proceeding" includes a civil action, arbitration, mediation,
administrative proceeding, criminal prosecution, and investigatory
action. (36) "Property" means all property, whether real, personal, or
mixed or tangible or intangible, or any right or interest therein. (37) "Public organic record" means the record the filing of which
by the secretary of state is required to form an entity and any
amendment to or restatement of that record. The term includes: (a) The articles of incorporation of a business corporation; (b) The articles of incorporation of a nonprofit corporation; (c) The certificate of limited partnership of a limited
partnership; (d) The certificate of formation of a limited liability company; (e) The articles of incorporation of a general cooperative
association; (f) The articles of organization of a limited cooperative
association; and (g) The certificate of trust of a statutory trust or similar record
of a business trust. (38) "Receipt," as used in this chapter, means actual receipt.
"Receive" has a corresponding meaning. (39) "Record," used as a noun, means information that is inscribed
on a tangible medium or that is stored in an electronic or other medium
and is retrievable in perceivable form. (40) "Registered agent" means an agent of an entity which is
authorized to receive service of any process, notice, or demand
required or permitted by law to be served on the entity. The term
includes a commercial registered agent and a noncommercial registered
agent. (41) "Registered foreign entity" means a foreign entity that is
registered to do business in this state pursuant to a certificate of
registration filed by the secretary of state. (42) "Sign" means, with present intent to authenticate or adopt a
record: (a) To execute or adopt a tangible symbol; or (b) To attach to or logically associate with the record an
electronic symbol, sound, or process. (43) "State" means a state of the United States, the District of
Columbia, Puerto Rico, the United States Virgin Islands, or any
territory or insular possession subject to the jurisdiction of the
United States. (44) "Transfer" includes: (a) An assignment; (b) A conveyance; (c) A sale; (d) A lease; (e) An encumbrance, including a mortgage or security interest; (f) A gift; and (g) A transfer by operation of law. (45) "Type of entity" means a generic form of entity: (a) Recognized at common law; or (b) Formed under an organic law, whether or not some entities
formed under that law are subject to provisions of that law that create
different categories of the form of entity. (46) "Written" means inscribed on a tangible medium. "Writing" has
a corresponding meaning.
NEW SECTION.
Sec.
APPLICATION.
This chapter applies to an
entity formed under or subject to Title 23, 23B, 24, or 25 RCW.
NEW SECTION.
Sec.
DELIVERY OF RECORD.
(1) Except as
otherwise provided in this chapter, permissible means of delivery of a
record include delivery by hand, mail, conventional commercial
practice, and electronic transmission. (2) Records may be delivered to the secretary of state by
electronic transmission if authorized by the secretary of state and in
the manner designated by the secretary of state. The secretary of
state may deliver a record to an entity by electronic transmission if
the entity has designated an address, location, or system to which the
record may be electronically transmitted. (3) Delivery to the secretary of state is effective only when a
record is received by the secretary of state.
NEW SECTION.
Sec.
RULES AND PROCEDURES.
(1) The secretary
of state has the power reasonably necessary to perform the duties
required by this chapter, including adoption, amendment, or repeal of
rules under chapter 34.05 RCW for the efficient administration of this
chapter. (2) The secretary of state may adopt rules to facilitate electronic
filing. The rules will detail the circumstances under which the
electronic filing of documents will be permitted, how the documents
will be filed, and how the secretary of state will return filed
documents. The rules may also impose additional requirements related
to implementation of electronic filing processes, including but not
limited to file formats, signature technologies, delivery, and the
types of entities, records, or documents permitted.
NEW SECTION.
Sec.
EXCLUSIONS.
This chapter does not apply
to: (1)..... (2) ..... (3) .....
ARTICLE 2FILING
NEW SECTION.
Sec.
ENTITY FILING REQUIREMENTS.
(1) To be
filed by the secretary of state pursuant to this chapter, an entity
filing must be received by the secretary of state, comply with this
chapter, and satisfy the following: (a) The entity filing must be required or permitted by Title 23,
23B, 24, or 25 RCW. (b) The entity filing must be physically delivered in written form
unless and to the extent the secretary of state permits electronic
delivery of entity filings. (c) The words in the entity filing must be in English, and numbers
must be in Arabic or Roman numerals, but the name of the entity need
not be in English if written in English letters or Arabic or Roman
numerals. (d) The entity filing must be signed by or on behalf of a person
authorized or required under this chapter or the entity's organic law
to sign the filing. (e) The entity filing must state the name and capacity, if any, of
each individual who signed it, either on behalf of the individual or
the person authorized or required to sign the filing, but need not
contain a seal, attestation, acknowledgment, or verification. (2) If law other than this chapter prohibits the disclosure by the
secretary of state of information contained in an entity filing, the
secretary of state shall accept the filing if the filing otherwise
complies with this chapter but may redact the information. (3) When an entity filing is delivered to the secretary of state
for filing, any fee required under this chapter and any fee, tax,
interest, or penalty required to be paid under this chapter or law
other than this chapter must be paid in a manner permitted by the
secretary of state or by that law. (4) The secretary of state may require that an entity filing
delivered in written form be accompanied by an identical or conformed
copy. (5) A record filed under this chapter may be signed by an agent.
NEW SECTION.
Sec.
FORMS.
(1) The secretary of state may
provide forms for entity filings required or permitted to be made by
Title 23, 23B, 24, or 25 RCW, but, except as otherwise provided in
subsection (2) of this section, their use is not required. (2) The secretary of state may require that a cover sheet for an
entity filing and an annual report be on forms prescribed by the
secretary of state.
NEW SECTION.
Sec.
EFFECTIVE DATE AND TIME.
Except as
otherwise provided in this chapter and subject to section 1205(4) of
this act, an entity filing is effective: (1) On the date and at the time of its filing by the secretary of
state as provided in section 1206 of this act; (2) On the date of filing and at the time specified in the entity
filing as its effective time, if later than the time under subsection
(1) of this section; (3) If permitted by the entity's organic law, at a specified
delayed effective date and time, which may not be more than ninety days
after the date of filing; or (4) If a delayed effective date as permitted by the entity's
organic law is specified, but no time is specified, at 12:01 a.m. on
the date specified, which may not be more than ninety days after the
date of filing.
NEW SECTION.
Sec.
WITHDRAWAL OF FILED RECORD BEFORE
EFFECTIVENESS.
(1) Except as otherwise provided in this chapter, a
record delivered to the secretary of state for filing may be withdrawn
before it takes effect by delivering to the secretary of state for
filing a statement of withdrawal. (2) A statement of withdrawal must: (a) Be signed by each person that signed the record being
withdrawn, except as otherwise agreed by those persons; (b) Identify the record to be withdrawn; and (c) If signed by fewer than all the persons that signed the record
being withdrawn, state that the record is withdrawn in accordance with
the agreement of all the persons that signed the record. (3) On filing by the secretary of state of a statement of
withdrawal, the action or transaction evidenced by the original filed
record does not take effect.
NEW SECTION.
Sec.
CORRECTING FILED RECORD.
(1) A person on
whose behalf a filed record was delivered to the secretary of state for
filing may correct the record if: (a) The record at the time of filing was inaccurate; (b) The record was defectively signed; or (c) The electronic transmission of the record to the secretary of
state was defective. (2) To correct a filed record, a person on whose behalf the record
was delivered to the secretary of state must deliver to the secretary
of state for filing a statement of correction. (3) A statement of correction: (a) May not state a delayed effective date; (b) Must be signed by the person correcting the filed record; (c) Must identify the filed record to be corrected; (d) Must specify the inaccuracy or defect to be corrected; and (e) Must correct the inaccuracy or defect. (4) A statement of correction is effective as of the effective date
of the filed record that it corrects except as to persons relying on
the uncorrected filed record and adversely affected by the correction.
As to those persons, the statement of correction is effective when
filed.
NEW SECTION.
Sec.
DUTY OF SECRETARY OF STATE TO FILE;
REVIEW OF REFUSAL TO FILE. (1) The secretary of state shall file an
entity filing delivered to the secretary of state for filing which
satisfies this chapter. The duty of the secretary of state under this
section is ministerial. (2) When the secretary of state files an entity filing, the
secretary of state shall record it as filed on the date and at the time
of its delivery. After filing an entity filing, the secretary of state
shall deliver to the person that submitted the filing a copy of the
filing with an acknowledgment of the date and time of filing. (3) If the secretary of state refuses to file an entity filing, the
secretary of state not later than fifteen business days after the
filing is delivered, shall: (a) Return the entity filing or notify the person that submitted
the filing of the refusal; and (b) Provide a brief explanation in a record of the reason for the
refusal. (4) If the secretary of state refuses to file an entity filing, the
person that submitted the filing may petition the superior court to
compel its filing. The filing and the explanation of the secretary of
state of the refusal to file must be attached to the petition. The
court may decide the matter in a summary proceeding. (5) The filing of or refusal to file an entity filing does not: (a) Affect the validity or invalidity of the entity filing in whole
or in part; (b) Relate to the correctness or incorrectness of information
contained in the record; or (c) Create a presumption that the information contained in the
filing is correct or incorrect.
NEW SECTION.
Sec.
EVIDENTIARY EFFECT OF COPY OF FILED
RECORD.
A certification from the secretary of state accompanying a
copy of a filed record is conclusive evidence that the copy is an
accurate representation of the original record on file with the
secretary of state.
NEW SECTION.
Sec.
CERTIFICATE OF EXISTENCE OR REGISTRATION.
(1) On request of any person, the secretary of state shall issue a
certificate of existence for a domestic filing entity or a certificate
of registration for a registered foreign entity. (2) A certificate under subsection (1) of this section must state: (a) The domestic filing entity's name or the registered foreign
entity's name used in this state; (b) In the case of a domestic filing entity: (i) That its public organic record has been filed and has taken
effect; (ii) The date the public organic record became effective; (iii) The period of the entity's duration if the records of the
secretary of state reflect that its period of duration is less than
perpetual; and (iv) That the records of the secretary of state do not reflect that
the entity has been dissolved; (c) In the case of a registered foreign entity, that it is
registered to do business in this state; (d) That all fees, taxes, interest, and penalties owed to this
state by the domestic or foreign entity and collected through the
secretary of state have been paid, if: (i) Payment is reflected in the records of the secretary of state;
and (ii) Nonpayment affects the existence or registration of the
domestic or foreign entity; (e) That the most recent annual report required by section 1213 of
this act has been delivered to the secretary of state for filing; (f) That a proceeding is not pending under section 1602 of this
act; and (g) Other facts reflected in the records of the secretary of state
pertaining to the domestic or foreign entity which the person
requesting the certificate reasonably requests. (3) Subject to any qualification stated in the certificate, a
certificate issued by the secretary of state under subsection (1) of
this section may be relied upon as conclusive evidence of the facts
stated in the certificate.
NEW SECTION.
Sec.
SIGNING OF ENTITY FILING.
(1) Any person
who signs an entity filing the person knows is false in any material
respect with the intent the document be delivered to the secretary of
state for filing is guilty of a gross misdemeanor punishable under
chapter 9A.20 RCW. (2) Any record filed under this chapter may be signed by an agent.
Whenever the entity's organic law requires a particular individual to
sign an entity filing and the individual is deceased or incompetent,
the filing may be signed by a personal representative of the individual
on behalf of the individual. (3) A person that signs a record as an agent or legal
representative thereby affirms as a fact that the person is authorized
to sign the record.
NEW SECTION.
Sec.
SIGNING AND FILING PURSUANT TO JUDICIAL
ORDER.
(1) If a person required by the entity's organic law to sign or
deliver a record to the secretary of state for filing under this
chapter does not do so, any other person that is aggrieved may petition
the superior court to order: (a) The person to sign the record; (b) The person to deliver the record to the secretary of state for
filing; or (c) The secretary of state to file the record unsigned. (2) If the petitioner under subsection (1) of this section is not
the entity to which the record pertains, the petitioner shall make the
entity a party to the action. (3) A record filed under subsection (1)(c) of this section is
effective without being signed.
NEW SECTION.
Sec.
LIABILITY FOR INACCURATE INFORMATION IN
FILED RECORD.
If a record delivered to the secretary of state for
filing under this chapter and filed by the secretary of state contains
inaccurate information, a person that suffers a loss by reliance on the
information may recover damages for the loss from a person that signed
the record or caused another to sign it on the person's behalf and knew
at the time the record was signed that the information was inaccurate.
NEW SECTION.
Sec.
DELIVERY BY SECRETARY OF STATE.
Except
as otherwise provided by section 1412 of this act or by law of this
state other than this chapter, the secretary of state may deliver a
record to a person by delivering it: (1) In person to the person that submitted it for filing; (2) To the address of the person's registered agent; (3) To the principal office address of the person; or (4) To another address the person provides to the secretary of
state for delivery.
NEW SECTION.
Sec.
ANNUAL REPORT FOR SECRETARY OF STATE.
(1) A domestic filing entity, domestic limited liability partnership,
or registered foreign entity shall deliver to the secretary of state
for filing an annual report that states: (a) The name of the entity and its jurisdiction of formation; (b) The name and street and mailing addresses of the entity's
registered agent in this state; (c) The street and mailing addresses of the entity's principal
office; (d) In the case of a registered foreign entity, the street and
mailing address of the entity's principal office in the state or
country under the laws of which it is incorporated; (e) The names of the entity's governors; (f) A brief description of the nature of the entity's business; (g) In the case of a business corporation, the names and addresses
of its chairperson of the board of directors, if any, president,
secretary, and treasurer, or individuals, however designated,
performing the functions of such officers; and (h) The entity's unified business identifier number. (2) Information in an annual report must be current as of the date
the report is signed by the entity. (3) The first annual report must be delivered to the secretary of
state within one hundred twenty days of the date on which the public
organic record of the domestic filing entity became effective, the
statement of qualification of a domestic limited liability partnership
became effective, or the foreign filing entity registered to do
business in this state. Subsequent annual reports must be delivered to
the secretary of state on a date determined by the secretary of state
and at such additional times as the entity elects. (4) If an annual report does not contain the information required
by this section, the secretary of state promptly shall notify the
reporting entity in a record and return the report for correction. (5) If an annual report contains the name or address of a
registered agent which differs from the information shown in the
records of the secretary of state immediately before the annual report
becomes effective, the differing information in the annual report is
considered a statement of change under section 1401 of this act. (6) The secretary of state shall send to each domestic filing
entity, domestic limited liability partnership, or registered foreign
entity, not less than thirty nor more than ninety days prior to the
expiration date of the entity's yearly renewal, a notice that its
annual report must be filed as required by this chapter and that any
applicable annual renewal fee must be paid, and stating that if it
fails to file its annual report or pay the annual renewal fee it is
dissolved and ceases to exist. The notice may be sent by postal or
electronic mail as elected by the entity, addressed to its registered
agent within the state, or to an electronic address designated by the
entity in a record retained by the secretary of state. Failure of the
secretary of state to provide any such notice does not relieve a
domestic filing entity, domestic limited liability partnership, or
registered foreign entity from its obligations to file the annual
report required by this chapter or to pay any applicable annual renewal
fee. The option to receive the notice provided under this section by
electronic mail may be selected only when the secretary of state makes
the option available.
NEW SECTION.
Sec.
FEES.
(1) The secretary of state shall
adopt rules in accordance with chapter 34.05 RCW setting fees for: (a) Entity filings authorized to be delivered to the secretary of
state for filing under this chapter; (b) License or renewal fees authorized under Title 23, 23B, 24, or
25 RCW; (c) Furnishing copies or certified copies of any entity filing
under this chapter; (d) Furnishing a certificate of existence or registration of an
entity, or any other certificate; (e) Penalty fees; and (f) Other miscellaneous charges. (2) There is no fee for: (a) A registered agent's consent to act as agent or statement of
resignation; (b) Articles of dissolution; (c) Certificate of judicial dissolution; (d) Statement of withdrawal; and (e) Annual reports when filed concurrently with the payment of
annual license fees. (3) The withdrawal under section 1204 of this act of a filed record
before it is effective or the correction of a filed record under
section 1205 of this act does not entitle the person on whose behalf
the record was filed to a refund of the filing fee. (4) The secretary of state shall establish the fee schedule
authorized under this section in a manner that is consistent with the
fee schedule applicable to the various entities that is in effect on
the effective date of this section. The amounts of fees, charges, and
penalties established under this section may be no greater than the
amounts applicable to entity filings, penalties, and other charges in
effect on the effective date of this section. Fees may be adjusted by
rule only in an amount that does not exceed the average biennial
increase in the cost of providing service. This must be determined in
a biennial cost study performed by the secretary of state. (5) All fees collected by the secretary of state shall be deposited
with the state treasurer pursuant to law or deposited in the secretary
of state's revolving fund as provided in RCW 43.07.130.
NEW SECTION.
Sec.
WAIVER OF PENALTY FEES.
The secretary of
state may, where exigent or mitigating circumstances are presented,
waive penalty fees due from any filing entity previously in good
standing which would otherwise be penalized or lose its active status.
A filing entity desiring to seek relief under this section must, within
fifteen days of discovery of the missed filing or lapse, notify the
secretary of state in writing. The notification must include the name
and mailing address of the filing entity, the governor or other entity
official to whom correspondence should be sent, and a statement under
oath by a governor or other entity official, setting forth the nature
of the missed filing or lapse, the circumstances giving rise to the
missed filing or lapse, and the relief sought. Upon receipt of the
notice, the secretary of state shall investigate the circumstances of
the missed filing or lapse. If the secretary of state is satisfied
that sufficient exigent or mitigating circumstances exist, that the
filing entity has demonstrated good faith and a reasonable attempt to
comply with the applicable statutes of this state, the secretary of
state may issue an order allowing relief from the penalty. If the
secretary of state determines the request does not comply with the
requirements for relief, the secretary of state shall deny the relief
and state the reasons for the denial. Any denial of relief by the
secretary of state is not reviewable notwithstanding the provisions of
chapter 34.05 RCW.
ARTICLE 3NAME OF ENTITY
NEW SECTION.
Sec.
PERMITTED NAMES.
(1) Except as otherwise
provided in subsection (4) of this section, the name of a domestic
filing entity or domestic limited liability partnership, and the name
under which a foreign entity may register to do business in this state,
must be distinguishable on the records of the secretary of state from
any: (a) Name of an existing domestic filing entity which at the time is
not administratively dissolved; (b) Limited liability partnership; (c) Name of a foreign entity registered to do business in this
state under part I, Article 5 of this act; (d) Name reserved under section 1303 of this act; or (e) Name registered under section 1304 of this act. (2) If an entity consents in a record to the use of its name and
submits an undertaking in a form satisfactory to the secretary of state
to change its name to a name that is distinguishable on the records of
the secretary of state from any name in any category of names in
subsection (1) of this section, the name of the consenting entity may
be used by the person to which the consent was given. (3) Except as otherwise provided in subsection (4) of this section,
a name may not be considered distinguishable on the records of the
secretary of state from the name of another entity by virtue of: (a) A variation in the words, phrases, or abbreviations indicating
the type of entity, such as "corporation," "corp.," "incorporated,"
"Inc.," "company," "co.," "social purpose corporation," "SPC,"
"S.P.C.," "professional corporation," "PC," "P.C.," "professional
service," "PS," "P.S.," "Limited," "Ltd.," "limited partnership," "LP,"
"L.P.," "limited liability partnership," "LLP," "L.L.P.," "registered
limited liability partnership," "RLLP," "R.L.L.P.," "limited liability
limited partnership," "LLLP," "L.L.L.P.," "registered limited liability
limited partnership," "RLLLP," "R.L.L.L.P.," "limited liability
company," "LLC," "L.L.C.," "professional limited liability company,"
"PLLC," or "P.L.L.C."; (b) The addition or deletion of an article or conjunction such as
"the" or "and" from the same name; (c) Punctuation, capitalization, or special characters or symbols
in the same name; or (d) Use of abbreviation or the plural form of a word in the same
name. (4) An entity may consent in a record to the use of a name that is
not distinguishable on the records of the secretary of state from its
name except for the addition of a word, phrase, or abbreviation
indicating the type of entity as provided in subsection (3) of this
section. In such a case, the entity need not change its name pursuant
to subsection (2) of this section. (5) An entity name may not contain language stating or implying
that the entity is organized for a purpose other than those permitted
by the entity's public organic record. (6) This chapter does not control the use of assumed business names
or "trade names." (7) An entity may use a name that is not distinguishable from a
name described in subsection (1) of this section if the entity delivers
to the secretary of state a certified copy of a final judgment of a
court of competent jurisdiction establishing the right of the entity to
use the name in this state. (8) An entity may use the name, including the fictitious name, of
another entity that is used in this state if the other entity is formed
or authorized to transact business in this state and the proposed user
entity: (a) Has merged with the other entity; or (b) Has been formed by reorganization of the other entity.
NEW SECTION.
Sec.
NAME REQUIREMENTS FOR CERTAIN TYPES OF
ENTITIES.
(1)(a) The name of a business corporation: (i) Must contain the word "corporation," "incorporated," "company,"
or "limited," or the abbreviation "Corp.," "Inc.," "Co.," or "Ltd.," or
words or abbreviations of similar import in another language; and (ii) Must not contain any of the following words or phrases:
"Bank," "banking," "banker," "trust," "cooperative," or any combination
of the words "industrial" and "loan," or any combination of any two or
more of the words "building," "savings," "loan," "home," "association,"
and "society," or any other words or phrases prohibited by any statute
of this state. (b) The name of a professional service corporation must contain
either the words "professional service" or "professional corporation"
or the abbreviation "P.S." or "P.C." The name may also contain either
the words "corporation," "incorporated," "company," or "limited," or
the abbreviation "Corp.," "Inc.," "Co.," or "Ltd." The name of a
professional service corporation organized to render dental services
must contain the full names or surnames of all shareholders and no
other word than "chartered" or the words "professional services" or the
abbreviation "P.S." or "P.C." (2) The name of a nonprofit corporation: (a) May include "club," "league," "association," "services,"
"committee," "fund," "society," "foundation," "......, a nonprofit
corporation," "......, a nonprofit mutual corporation," or any
name of like import; (b) Must not include or end with "incorporated," "company,"
"corporation," "partnership," "limited partnership," or "Ltd.," or any
abbreviation thereof; and (c) May only include the term "public benefit" or names of like
import if the nonprofit corporation has been designated as a public
benefit nonprofit corporation by the secretary of state in accordance
with chapter 24.03 RCW. (3) The name of a limited partnership may contain the name of any
partner. The name of a partnership that is not a limited liability
limited partnership must contain the words "limited partnership" or the
abbreviation "LP" or "L.P." and may not contain the words "limited
liability limited partnership" or the abbreviation "LLLP" or "L.L.L.P."
If the limited partnership is a limited liability limited partnership,
the name must contain the words "limited liability limited partnership"
or the abbreviation "LLLP" or "L.L.L.P." and may not contain the
abbreviation "LP" or "L.P." (4) The name of a limited liability partnership must contain the
words "limited liability partnership" or the abbreviation "LLP" or
"L.L.P." If the name of a foreign limited liability partnership
contains the words "registered limited liability partnership" or the
abbreviation "R.L.L.P." or "RLLP," it may include those words or
abbreviations in its foreign registration statement. (5)(a) The name of a limited liability company: (i) Must contain the words "limited liability company," the words
"limited liability" and abbreviation "Co.," or the abbreviation
"L.L.C." or "LLC"; (ii) May not contain any of the following words or phrases:
"Cooperative," "partnership," "corporation," "incorporated," or the
abbreviations "Corp.," "Ltd.," or "Inc.," or "LP," "L.P.," "LLP,"
"L.L.P.," "LLLP," "L.L.L.P," or any words or phrases prohibited by any
statute of this state. (b) The name of a professional limited liability company must
contain either the words "professional limited liability company," or
the words "professional limited liability" and the abbreviation "Co.,"
or the abbreviation "P.L.L.C." or "PLLC," provided that the name of a
professional limited liability company organized to render dental
services must contain the full names or surnames of all members and no
other word than "chartered" or the words "professional services" or the
abbreviation "P.L.L.C." or "PLLC". (6)(a) The name of a cooperative association organized under
chapter 23.86 RCW may contain the words "corporation," "incorporated,"
or "limited," or the abbreviation "Corp.," "Inc.," or "Ltd." (b) The name of an employee cooperative governed by chapter 23.78
RCW may include the word "cooperative" or "coop" in its corporate
name.
NEW SECTION.
Sec.
RESERVATION OF NAME.
(1) A person may
reserve the exclusive use of an entity name including the alternate
name adopted pursuant to section 1506 of this act by delivering an
application to the secretary of state for filing. The application must
state the name and address of the applicant and the name to be
reserved. If the secretary of state finds that the entity name is
available, the secretary of state shall reserve the name for the
applicant's exclusive use for one hundred eighty days. (2) The owner of a reserved entity name may transfer the
reservation to another person that is not an individual by delivering
to the secretary of state a signed notice in a record of the transfer
which states the name and address of the transferee.
NEW SECTION.
Sec.
REGISTRATION OF NAME.
(1) A foreign
filing entity or foreign limited liability partnership not registered
to do business in this state under part I, Article 5 of this act may
register its name, or an alternate name adopted pursuant to section
1506 of this act, if the name is distinguishable on the records of the
secretary of state from the names that are not available under section
1301 of this act. (2) To register its name or an alternate name adopted pursuant to
section 1506 of this act, a foreign filing entity or foreign limited
liability partnership must deliver to the secretary of state for filing
an application stating the entity's name, the jurisdiction and date of
its formation, and any alternate name adopted pursuant to section 1506
of this act. The application must be accompanied by a certificate of
existence, or a document of similar import, from the entity's
jurisdiction of formation. If the secretary of state finds that the
name applied for is available, the secretary of state shall register
the name for the applicant's exclusive use. (3) The registration of a name under this section is effective upon
the effective date of the application and until the close of the
calendar year in which the application for registration is filed. (4) A foreign filing entity or foreign limited liability
partnership whose name registration is effective may renew the
registration for successive one-year periods by delivering, not earlier
than three months before the expiration of the registration, to the
secretary of state for filing a renewal application that complies with
this section. When filed, the renewal application renews the
registration for the following calendar year. (5) A foreign filing entity or foreign limited liability
partnership whose name registration is effective may register as a
foreign filing entity or foreign limited liability partnership under
the registered name or consent in a signed record to the use of that
name by another entity.
ARTICLE 4REGISTERED AGENT OF ENTITY
NEW SECTION.
Sec.
DEFINITIONS.
The definitions in this
section apply throughout this section and sections 1402 through 1414 of
this act unless the context clearly requires otherwise. (1) "Designation of agent" means a statement designating a
registered agent delivered to the secretary of state for filing under
section 1411 of this act by a nonregistered foreign entity or domestic
nonfiling entity. (2) "Registered agent filing" means: (a) The public organic record of a domestic filing entity; (b) A statement of qualification of a domestic limited liability
partnership; (c) A registration statement filed pursuant to section 1503 of this
act; or (d) A designation of agent. (3) "Represented entity" means: (a) A domestic filing entity; (b) A domestic limited liability partnership; (c) A registered foreign entity; (d) A domestic or foreign unincorporated nonprofit association for
which a designation of agent is in effect; (e) A domestic nonfiling entity for which a designation of agent is
in effect; or (f) A nonregistered foreign entity for which a designation of agent
is in effect.
NEW SECTION.
Sec.
ENTITIES REQUIRED TO DESIGNATE AND
MAINTAIN REGISTERED AGENT.
The following shall designate and maintain
a registered agent in this state: (1) A domestic filing entity; (2) A domestic limited liability partnership; and (3) A registered foreign entity.
NEW SECTION.
Sec.
ADDRESSES IN FILING.
If a provision of
this chapter other than section 1410(1)(d) of this act requires that a
record state an address, the record must state: (1) A street address in this state; and (2) A mailing address in this state, if different from the address
described in subsection (1) of this section.
NEW SECTION.
Sec.
DESIGNATION OF REGISTERED AGENT.
(1) A
registered agent filing must be signed by the represented entity and
state: (a) The name of the entity's commercial registered agent; or (b) If the entity does not have a commercial registered agent: (i) The name and address of the entity's noncommercial registered
agent; or (ii) The title of an office or other position with the entity, if
service of process, notices, and demands are to be sent to whichever
individual is holding that office or position, and the address to which
process, notices, or demands are to be sent. (2) A registered agent shall not be appointed without having given
prior consent in a record to the appointment. The consent shall be
filed with the secretary of state in such form as the secretary of
state may prescribe. The consent shall be filed with or as a part of
the record first appointing a registered agent. In the event any
individual or entity has been appointed registered agent without
consent, that individual or entity may file a notarized statement
attesting to that fact, and the name shall immediately be removed from
the records of the secretary of state.
NEW SECTION.
Sec.
LISTING OF COMMERCIAL REGISTERED AGENT.
(1) A person may become listed as a commercial registered agent by
delivering to the secretary of state for filing a
commercial-registered-agent listing statement signed by the person
which states: (a) The name of the individual or the name of the entity, type of
entity, and jurisdiction of formation of the entity; (b) That the person is in the business of serving as a commercial
registered agent in this state; and (c) The address of a place of business of the person in this state
to which service of process, notices, and demands being served on or
sent to entities represented by the person may be delivered. (2) A commercial-registered-agent listing statement may include the
information regarding acceptance by the agent of service of process,
notices, and demands in a form other than a written record as provided
in section 1412(4) of this act. (3) If the name of a person delivering to the secretary of state
for filing a commercial-registered-agent listing statement is not
distinguishable on the records of the secretary of state from the name
of another commercial registered agent listed under this section, the
person shall adopt a fictitious name that is distinguishable and use
that name in its statement and when it does business in this state as
a commercial registered agent. (4) The secretary of state shall note the filing of a
commercial-registered-agent listing statement in the records maintained
by the secretary of state for each entity represented by the agent at
the time of the filing. The statement has the effect of amending the
registered agent filing for each of those entities to: (a) Designate the person becoming listed as a commercial registered
agent as the commercial registered agent of each of those entities; and (b) Delete the name and address of the former agent from the
registered agent filing of each of those entities.
NEW SECTION.
Sec.
TERMINATION OF LISTING OF COMMERCIAL
REGISTERED AGENT.
(1) A commercial registered agent may terminate its
listing as a commercial registered agent by delivering to the secretary
of state for filing a commercial-registered-agent termination statement
signed by the agent which states: (a) The name of the agent as listed under section 1405 of this act;
and (b) That the agent is no longer in the business of serving as a
commercial registered agent in this state. (2) A commercial-registered-agent termination statement takes
effect at 12:01 a.m. on the 31st day after the day on which it is
delivered to the secretary of state for filing. (3) The commercial registered agent promptly shall furnish each
entity represented by the agent notice in a record of the filing of the
commercial-registered-agent termination statement. (4) When a commercial-registered-agent termination statement takes
effect, the commercial registered agent ceases to be the registered
agent for each entity formerly represented by it. Until an entity
formerly represented by a terminated commercial registered agent
designates a new registered agent, service of process may be made on
the entity pursuant to section 1412 of this act. Termination of the
listing of a commercial registered agent under this section does not
affect any contractual rights a represented entity has against the
agent or that the agent has against the entity.
NEW SECTION.
Sec.
CHANGE OF REGISTERED AGENT BY ENTITY.
(1) A represented entity may change the information on file under
section 1404(1) of this act by delivering to the secretary of state for
filing a statement of change signed by the entity which states: (a) The name of the entity; and (b) The information that is to be in effect as a result of the
filing of the statement of change. (2) The interest holders or governors of a domestic entity need not
approve the filing of: (a) A statement of change under this section; or (b) A similar filing changing the registered agent or registered
office, if any, of the entity in any other jurisdiction. (3) A statement of change under this section designating a new
registered agent must be accompanied by the new registered agent's
consent in a record, either on the statement or attached to it in a
manner and form as the secretary of state may prescribe, to the
appointment.
NEW SECTION.
Sec.
CHANGE OF NAME, ADDRESS, TYPE OF ENTITY,
OR JURISDICTION OF FORMATION BY NONCOMMERCIAL REGISTERED AGENT.
(1) If
a noncommercial registered agent changes its name or its address in
effect with respect to a represented entity under section 1404(1) of
this act, the agent shall deliver to the secretary of state for filing,
with respect to each entity represented by the agent, a statement of
change signed by the agent which states: (a) The name of the entity; (b) The name and address of the agent in effect with respect to the
entity; (c) If the name of the agent has changed, the new name; and (d) If the address of the agent has changed, the new address. (2) A noncommercial registered agent promptly shall furnish the
represented entity with notice in a record of the delivery to the
secretary of state for filing of a statement of change and the changes
made in the statement.
NEW SECTION.
Sec.
CHANGE OF NAME, ADDRESS, TYPE OF ENTITY,
OR JURISDICTION OF FORMATION BY COMMERCIAL REGISTERED AGENT.
(1) If a
commercial registered agent changes its name, its address as listed
under section 1405(1) of this act, its type of entity, or its
jurisdiction of formation, the agent shall deliver to the secretary of
state for filing a statement of change signed by the agent which
states: (a) The name of the agent as listed under section 1405(1) of this
act; (b) If the name of the agent has changed, the new name; (c) If the address of the agent has changed, the new address; and (d) If the agent is an entity: (i) If the type of entity of the agent has changed, the new type of
entity; and (ii) If the jurisdiction of formation of the agent has changed, the
new jurisdiction of formation. (2) The filing by the secretary of state of a statement of change
under subsection (1) of this section is effective to change the
information regarding the agent with respect to each entity represented
by the agent. (3) A commercial registered agent promptly shall furnish to each
entity represented by it a notice in a record of the filing by the
secretary of state of a statement of change relating to the name or
address of the agent and the changes made in the statement. (4) If a commercial registered agent changes its address without
delivering for filing a statement of change as required by this
section, the secretary of state may cancel the listing of the agent
under section 1405 of this act. A cancellation under this subsection
has the same effect as a termination under section 1406 of this act.
Promptly after canceling the listing of an agent, the secretary of
state shall serve notice in a record in the manner provided in section
1412 (2) or (3) of this act on: (a) Each entity represented by the agent, stating that the agent
has ceased to be the registered agent for the entity and that, until
the entity designates a new registered agent, service of process may be
made on the entity as provided in section 1412 of this act; and (b) The agent, stating that the listing of the agent has been
canceled under this section.
NEW SECTION.
Sec.
RESIGNATION OF REGISTERED AGENT.
(1) A
registered agent may resign as agent for a represented entity by
delivering to the secretary of state for filing a statement of
resignation signed by the agent which states: (a) The name of the entity; (b) The name of the agent; (c) That the agent resigns from serving as registered agent for the
entity; and (d) The address of the entity to which the agent will send the
notice required by subsection (3) of this section. (2) A statement of resignation takes effect on the earlier of: (a) The 31st day after the day on which it is filed by the
secretary of state; or (b) The designation of a new registered agent for the represented
entity. (3) A registered agent promptly shall furnish to the represented
entity notice in a record of the date on which a statement of
resignation was filed. (4) When a statement of resignation takes effect, the person that
resigned ceases to have responsibility under this chapter for any
matter thereafter tendered to it as agent for the represented entity.
The resignation does not affect any contractual rights the entity has
against the agent or that the agent has against the entity.
NEW SECTION.
Sec.
DESIGNATION OF REGISTERED AGENT BY
NONREGISTERED FOREIGN ENTITY OR NONFILING DOMESTIC ENTITY.
(1) A
nonregistered foreign entity or domestic nonfiling entity may deliver
to the secretary of state for filing a statement designating a
registered agent signed by the entity which states: (a) The name, type of entity, and jurisdiction of formation of the
entity; and (b) The information required by section 1404(1) of this act. (2) A statement under subsection (1) of this section is effective
for five years after the date of filing unless canceled or terminated
earlier. (3) A statement under subsection (1) of this section must be signed
by a person authorized to manage the affairs of the nonregistered
foreign entity or domestic nonfiling entity and by the person
designated as the agent. The signing of the statement is an
affirmation of fact that the person is authorized to manage the affairs
of the entity and that the agent has consented to serve. (4) Designation of a registered agent under subsection (1) of this
section does not register a nonregistered foreign entity to do business
in this state. (5) A statement under subsection (1) of this section may not be
rejected for filing because the name of the entity signing the
statement is not distinguishable on the records of the secretary of
state from the name of another entity appearing on those records. The
filing of such a statement does not make the name of the entity signing
the statement unavailable for use by another entity. (6) An entity that delivers to the secretary of state for filing a
statement under subsection (1) of this section designating a registered
agent may cancel the statement by delivering to the secretary of state
for filing a statement of cancellation that states the name of the
entity and that the entity is canceling its designation of a registered
agent in this state. (7) A statement under subsection (1) of this section for a
nonregistered foreign entity terminates on the date the entity becomes
a registered foreign entity.
NEW SECTION.
Sec.
SERVICE OF PROCESS, NOTICE, OR DEMAND ON
ENTITY.
(1) A represented entity may be served with any process,
notice, or demand required or permitted by law by serving its
registered agent. (2) If a represented entity ceases to have a registered agent, or
if its registered agent cannot with reasonable diligence be served, the
entity may be served by registered or certified mail, return receipt
requested, or by similar commercial delivery service, addressed to the
entity at the entity's principal office. The address of the principal
office must be as shown in the entity's most recent annual report filed
by the secretary of state. Service is effected under this subsection
on the earliest of: (a) The date the entity receives the mail or delivery by the
commercial delivery service; (b) The date shown on the return receipt, if signed by the entity;
or (c) Five days after its deposit with the United States Postal
Service or commercial delivery service, if correctly addressed and with
sufficient postage or payment. (3) If process, notice, or demand cannot be served on an entity
pursuant to subsection (1) or (2) of this section, service may be made
by handing a copy to the individual in charge of any regular place of
business or activity of the entity if the individual served is not a
plaintiff in the action. (4) Service of process, notice, or demand on a registered agent
must be in a written record, but service may be made on a commercial
registered agent in other forms, and subject to such requirements, as
the agent has stated in its listing under section 1405 of this act that
it will accept. (5) Service of process, notice, or demand may be made by other
means under law other than this chapter.
NEW SECTION.
Sec.
DUTIES OF REGISTERED AGENT.
The only
duties under this chapter of a registered agent that has complied with
this chapter are: (1) To forward to the represented entity at the address most
recently supplied to the agent by the entity any process, notice, or
demand pertaining to the entity which is served on or received by the
agent; (2) To provide the notices required by this chapter to the entity
at the address most recently supplied to the agent by the entity; (3) If the agent is a noncommercial registered agent, to keep
current the information required by section 1404(1) of this act in the
most recent registered agent filing for the entity; and (4) If the agent is a commercial registered agent, to keep current
the information listed for it under section 1405(1) of this act.
NEW SECTION.
Sec.
JURISDICTION AND VENUE.
The designation
or maintenance in this state of a registered agent does not by itself
create the basis for personal jurisdiction over the represented entity
in this state. The address of the agent does not determine venue in an
action or a proceeding involving the entity.
ARTICLE 5FOREIGN ENTITIES
NEW SECTION.
Sec.
GOVERNING LAW.
(1) The law of the
jurisdiction of formation of an entity governs: (a) The organization or internal affairs of the entity; (b) The liability that a person has as an interest holder or
governor for a debt, obligation, or other liability of the entity; and (c) The liability of a series of a limited liability company,
statutory trust, or other unincorporated entity. (2) A foreign entity is not precluded from registering to do
business in this state because of any difference between the law of the
entity's jurisdiction of formation and the law of this state. (3) Registration of a foreign entity to do business in this state
does not authorize the foreign entity to engage in any activity or
exercise any power that a domestic entity of the same type may not
engage in or exercise in this state. Except as otherwise provided in
this chapter or other law of this state governing the foreign entity,
a foreign entity is subject to the same duties, restrictions,
penalties, and liabilities now or later imposed on a domestic entity of
like character.
NEW SECTION.
Sec.
REGISTRATION TO DO BUSINESS IN THIS
STATE.
(1) A foreign filing entity or foreign limited liability
partnership may not do business in this state until it registers with
the secretary of state under this chapter. (2) A foreign filing entity or foreign limited liability
partnership doing business in this state may not maintain an action or
proceeding in this state unless it is registered to do business in this
state and has paid to this state all fees and penalties for the years,
or parts thereof, during which it did business in this state without
having registered. (3) The successor to a foreign filing entity or foreign limited
liability partnership that transacted business in this state without a
certificate of registration and the assignee of a cause of action
arising out of that business may not maintain a proceeding based on
that cause of action in any court in this state until the foreign
filing entity or foreign limited liability partnership, or its
successor, obtains a certificate of registration. (4) A court may stay a proceeding commenced by a foreign filing
entity or foreign limited liability partnership, its successor, or
assignee until it determines whether the foreign filing entity or
foreign limited liability partnership, or its successor, requires a
certificate of registration. If it so determines, the court may
further stay the proceeding until the foreign filing entity or foreign
limited liability partnership, or its successor, obtains the
certificate of registration. (5) A foreign filing entity or foreign limited liability
partnership that transacts business in this state without a certificate
of registration is liable to this state, for the years or parts thereof
during which it transacted business in this state without a certificate
of registration, in an amount equal to all fees which would have been
imposed by this chapter upon the entity had it applied for and received
a certificate of registration to transact business in this state and
thereafter filed all reports required by this chapter, plus all
penalties imposed by this chapter for failure to pay such fees. (6) The failure of a foreign filing entity or foreign limited
liability partnership to register to do business in this state does
not: (a) Impair the validity of a contract or act of the foreign
filing entity or foreign limited liability partnership; (b) impair the
right of any other party to the contract to maintain any action, suit,
or proceeding on the contract; or (c) preclude the foreign filing
entity or foreign limited liability partnership from defending an
action or proceeding in this state. (7) A limitation on the liability of an interest holder or governor
of a foreign filing entity or of a partner of a foreign limited
liability partnership is not waived solely because the foreign filing
entity or foreign limited liability partnership does business in this
state without registering. (8) Section 1501 (1) and (2) of this act applies even if a foreign
entity fails to register under this Article 5.
NEW SECTION.
Sec.
FOREIGN REGISTRATION STATEMENT.
(1) To
register to do business in this state, a foreign filing entity or
foreign limited liability partnership must deliver a foreign
registration statement to the secretary of state for filing. The
statement must be signed by the entity and state: (a) The name of the foreign filing entity or foreign limited
liability partnership and, if the name does not comply with section
1301 of this act, an alternate name adopted pursuant to section 1506 of
this act; (b) The type of entity and, if it is a foreign limited partnership,
whether it is a foreign limited liability limited partnership; (c) The entity's jurisdiction of formation; (d) The street and mailing addresses of the entity's principal
office and, if the law of the entity's jurisdiction of formation
requires the entity to maintain an office in that jurisdiction, the
street and mailing addresses of the office; (e) The information required by section 1404(1) of this act; (f) The names and addresses of the entity's governors, and if the
entity is a business corporation or nonprofit corporation, the names
and addresses of its officers; (g) The date of the entity's formation and period of duration; (h) The nature of the entity's business or purposes to be conducted
or promoted in this state; and (i) The date on which the entity first did, or intends to do,
business in this state. (2) The foreign filing entity or foreign limited liability
partnership shall deliver with the registration statement a certificate
of existence, or a document of similar import, issued no more than
sixty days before the date of submission of the registration statement
and duly authenticated by the secretary of state or other official
having custody of the entity's records in the entity's jurisdiction of
formation.
NEW SECTION.
Sec.
AMENDMENT OF FOREIGN REGISTRATION
STATEMENT.
A registered foreign entity shall deliver to the secretary
of state for filing an amendment to its foreign registration statement
if there is a change in: (1) The name of the entity; (2) The type of entity, including, if it is a foreign limited
partnership, whether the entity became or ceased to be a foreign
limited liability limited partnership; (3) The entity's jurisdiction of formation; (4) An address required by section 1503(1)(d) of this act; or (5) The information required by section 1404(1) of this act.
NEW SECTION.
Sec.
ACTIVITIES NOT CONSTITUTING DOING
BUSINESS.
(1) Activities of a foreign filing entity or foreign limited
liability partnership which do not constitute doing business in this
state under this chapter include, but are not limited to: (a) Maintaining, defending, mediating, arbitrating, or settling an
action or proceeding, or settling claims or disputes; (b) Carrying on any activity concerning its internal affairs,
including holding meetings of its interest holders or governors; (c) Maintaining accounts in financial institutions; (d) Maintaining offices or agencies for the transfer, exchange, and
registration of securities of the entity or maintaining trustees or
depositories with respect to those securities; (e) Selling through independent contractors; (f) Soliciting or obtaining orders by any means if the orders
require acceptance outside this state before they become binding
contracts and where the contracts do not involve any local performance
other than delivery and installation; (g) Creating or acquiring indebtedness, mortgages, or security
interests in property; (h) Securing or collecting debts or enforcing mortgages or security
interests in property securing the debts; (i) Conducting an isolated transaction that is completed within
thirty days and that is not in the course of repeated transactions of
a like nature; (j) Owning, without more, property; (k) Doing business in interstate commerce; and (l) Operating an approved branch campus of a foreign degreegranting institution in compliance with chapter 28B.90 RCW and in
accordance with subsection (2) of this section. (2) In addition to those acts that are specified in subsection (1)
of this section, a foreign degreegranting institution that establishes
an approved branch campus in the state under chapter 28B.90 RCW shall
not be deemed to transact business in the state solely because it: (a) Owns and controls an incorporated branch campus in this state; (b) Pays the expenses of tuition or room and board charged by the
incorporated branch campus for its students enrolled at the branch
campus or contributes to the capital thereof; or (c) Provides personnel who furnish assistance and counsel to its
students while in the state but who have no authority to enter into any
transactions for or on behalf of the foreign degreegranting
institution. (3) A person does not do business in this state solely by being an
interest holder or governor of a domestic entity or foreign entity that
does business in this state. (4) This section does not apply in determining the contacts or
activities that may subject a foreign filing entity or foreign limited
liability partnership to service of process, taxation, or regulation
under law of this state other than this chapter.
NEW SECTION.
Sec.
NONCOMPLYING NAME OF FOREIGN ENTITY.
(1)
A foreign filing entity or foreign limited liability partnership whose
name does not comply with section 1301 of this act for an entity of its
type may not register to do business in this state until it adopts, for
the purpose of doing business in this state, an alternate name that
complies with section 1301 of this act. A registered foreign entity
that registers under an alternate name under this subsection need not
comply with chapter 19.80 RCW. After registering to do business in
this state with an alternate name, a registered foreign entity shall do
business in this state under: (a) The alternate name; (b) Its entity name, with the addition of its jurisdiction of
formation clearly identified; or (c) An assumed or fictitious name the entity is authorized to use
under chapter 19.80 RCW. (2) If a registered foreign entity changes its name to one that
does not comply with section 1301 of this act, it may not do business
in this state until it complies with subsection (1) of this section by
amending its registration to adopt an alternate name that complies with
section 1301 of this act.
NEW SECTION.
Sec.
WITHDRAWAL OF REGISTRATION OF REGISTERED
FOREIGN ENTITY.
(1) A registered foreign entity may withdraw its
registration by delivering a statement of withdrawal to the secretary
of state for filing. The statement of withdrawal must be signed by the
entity and state: (a) The name of the entity and its jurisdiction of formation; (b) That the entity is not doing business in this state and that it
withdraws its registration to do business in this state; (c) That the entity revokes the authority of its registered agent
to accept service on its behalf in this state; and (d) An address to which service of process may be made under
subsection (3) of this section. (2) The statement of withdrawal must be accompanied by a copy of a
revenue clearance certificate issued pursuant to RCW 82.32.260. (3) After the withdrawal of the registration of an entity, service
of process in any action or proceeding based on a cause of action
arising during the time the entity was registered to do business in
this state may be made pursuant to section 1412 of this act.
NEW SECTION.
Sec.
WITHDRAWAL DEEMED ON CONVERSION TO
DOMESTIC FILING ENTITY OR DOMESTIC LIMITED LIABILITY PARTNERSHIP.
A
registered foreign entity that converts to any type of domestic filing
entity or to a domestic limited liability partnership is deemed to have
withdrawn its registration on the effective date of the conversion.
NEW SECTION.
Sec.
WITHDRAWAL ON DISSOLUTION OR CONVERSION
TO NONFILING ENTITY OTHER THAN LIMITED LIABILITY PARTNERSHIP.
(1) A
registered foreign entity that has dissolved and completed winding up
or has converted to a domestic or foreign nonfiling entity other than
a limited liability partnership shall deliver a statement of withdrawal
to the secretary of state for filing. The statement must be signed by
the dissolved or converted entity and state: (a) In the case of a foreign entity that has completed winding up: (i) Its name and jurisdiction of formation; and (ii) That the foreign entity surrenders its registration to do
business in this state; and (b) In the case of a foreign entity that has converted to a
domestic or foreign nonfiling entity other than a limited liability
partnership: (i) The name of the converting foreign entity and its jurisdiction
of formation; (ii) The type of nonfiling entity to which it has converted and its
jurisdiction of formation; (iii) That it surrenders its registration to do business in this
state and revokes the authority of its registered agent to accept
service on its behalf; and (iv) A mailing address to which service of process may be made
under subsection (2) of this section. (2) After a withdrawal is effective under this section, service of
process in any action or proceeding based on a cause of action arising
during the time the foreign filing entity was registered to do business
in this state may be made pursuant to section 1412 of this act.
NEW SECTION.
Sec.
TRANSFER OF REGISTRATION.
(1) If a
registered foreign entity merges into a nonregistered foreign entity or
converts to a foreign entity required to register with the secretary of
state to do business in this state, the foreign entity shall deliver to
the secretary of state for filing an application for transfer of
registration. The application must be signed by the surviving or
converted entity and state: (a) The name of the registered foreign entity before the merger or
conversion; (b) The type of entity it was before the merger or conversion; (c) The name of the applicant entity and, if the name does not
comply with section 1301 of this act, an alternate name adopted
pursuant to section 1506(1) of this act; (d) The type of entity of the applicant entity and its jurisdiction
of formation; and (e) The following information regarding the applicant entity, if
different than the information for the foreign entity before the merger
or conversion: (i) The street and mailing addresses of the principal office of the
entity and, if the law of the entity's jurisdiction of formation
requires it to maintain an office in that jurisdiction, the street and
mailing addresses of that office; and (ii) The information required pursuant to section 1404(1) of this
act. (2) When an application for transfer of registration takes effect,
the registration of the registered foreign entity to do business in
this state is transferred without interruption to the entity into which
it has merged or to which it has been converted.
NEW SECTION.
Sec.
TERMINATION OF REGISTRATION.
(1) The
secretary of state may terminate the registration of a registered
foreign entity in the manner provided in subsections (2) and (3) of
this section if: (a) The entity does not pay any fee, tax, interest, or penalty
required to be paid to the secretary of state under this chapter or law
of this state other than this chapter; (b) The entity does not deliver to the secretary of state for
filing an annual report when it is due; (c) The entity does not have a registered agent as required by
section 1402 of this act; (d) The entity does not deliver to the secretary of state for
filing a statement of change under section 1407 of this act if change
occurs in the name or address of the entity's registered agent; (e) A governor, officer, or agent of the entity signed a document
knowing it was false in any material respect with intent that the
document be delivered to the secretary of state for filing; or (f) The secretary of state receives a duly authenticated
certificate from the secretary of state or other official having
custody of the entity's records in the entity's jurisdiction of
formation stating that it has been dissolved or disappeared as the
result of a merger. (2) If the secretary of state determines that one or more grounds
for termination exist under subsection (1) of this section, the
secretary of state shall deliver a notice of the determination to the
registered foreign entity's registered agent or, if the entity does not
have a registered agent, to the entity's principal office. The notice
must state the grounds for termination under subsection (1) of this
section. (3) If the entity does not cure each ground for termination stated
in the notice within sixty days after the notice is effective, the
secretary of state shall terminate the registration of the foreign
entity by filing a statement of termination that recites the ground or
grounds for termination and the effective date of termination and
delivering a copy of the statement of termination to the foreign
entity. (4) The authority of a registered foreign entity to do business in
this state ceases on the effective date of termination shown on the
statement of termination. (5) The termination of a foreign entity's registration does not
terminate the authority of the registered agent of the foreign entity.
NEW SECTION.
Sec.
ACTION BY ATTORNEY GENERAL.
The attorney
general may maintain an action to enjoin a foreign filing entity or
foreign limited liability partnership from doing business in this state
in violation of this chapter.
ARTICLE 6 ADMINISTRATIVE DISSOLUTION
NEW SECTION.
Sec.
GROUNDS.
The secretary of state may
commence a proceeding under section 1602 of this act to dissolve a
domestic filing entity administratively if the entity does not: (1) Pay any fee, tax, interest, or penalty required to be paid to
the secretary of state when due; (2) Deliver an annual report to the secretary of state not later
than one hundred twenty days after it is due; or (3) Have a registered agent in this state for thirty consecutive
days.
NEW SECTION.
Sec.
PROCEDURE AND EFFECT.
(1) If the
secretary of state determines that one or more grounds exist under
section 1601 of this act for administratively dissolving a domestic
filing entity, the secretary of state shall serve the entity pursuant
to section 1212 of this act with notice in a record of the secretary of
state's determination. (2) If a domestic filing 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
signing a statement of administrative dissolution that recites the
grounds for dissolution and the effective date of dissolution. The
secretary of state shall file the statement and serve a copy on the
entity pursuant to section 1212 of this act. (3) A domestic filing entity that is dissolved administratively
continues its existence as an entity but may not carry on any
activities except as necessary to wind up its activities and affairs
and liquidate its assets in the manner provided in its organic law or
to apply for reinstatement under section 1603 of this act. (4) The administrative dissolution of a domestic filing entity does
not terminate the authority of its registered agent.
NEW SECTION.
Sec.
REINSTATEMENT.
(1) A domestic filing
entity that is dissolved administratively under section 1602 of this
act may apply to the secretary of state for reinstatement not later
than five years after the effective date of dissolution. The
application must be signed by the entity and state: (a) The name of the entity at the time of its administrative
dissolution and, if needed, a different name that satisfies section
1301 of this act, in which case the entity must deliver with its
application an amendment to its public organic record changing its
name; (b) The address of the principal office of the entity and the name
and address of its registered agent; (c) The effective date of the entity's administrative dissolution;
and (d) That the grounds for dissolution did not exist or have been
cured. (2) 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 surcharge established by the secretary of state by rule,
and the license or renewal fee for the year of reinstatement. (3) If the secretary of state determines that an application under
subsection (1) of this section contains the information required by
subsection (1) of this section, is satisfied that the information is
correct, and determines that all payments required to be made to the
secretary of state by subsection (2) of this section have been made,
the secretary of state shall: (a) Cancel the statement of administrative dissolution and prepare
a statement of reinstatement that states the secretary of state's
determination and the effective date of reinstatement; (b) File the statement; and (c) Serve a copy of the statement on the entity. (4) When reinstatement under this section is effective: (a) It relates back to and takes effect as of the effective date of
the administrative dissolution; and (b) The domestic filing entity resumes carrying on its activities
and affairs as if the administrative dissolution had never occurred,
except for the rights of a person arising out of an act or omission in
reliance on the dissolution before the person knew or had reason to
know of the reinstatement.
NEW SECTION.
Sec.
JUDICIAL REVIEW OF DENIAL OF
REINSTATEMENT.
(1) If the secretary of state denies a domestic filing
entity's application for reinstatement following administrative
dissolution, the secretary of state shall serve the entity with a
notice in a record that explains the reasons for denial. (2) An entity may seek judicial review of denial of reinstatement
in the superior court not later than thirty days after service of the
notice of denial.
NEW SECTION.
Sec.
ENTITY NAME NOT DISTINGUISHABLE FROM NAME
OF GOVERNMENTAL ENTITY.
(1) Any county, city, town, district, or other
political subdivision of the state, or the state of Washington or any
department or agency of the state, may apply to the secretary of state
for the administrative dissolution, or the termination of registration,
of any filing entity using a name that is not distinguishable from the
name of the applicant for dissolution. The application must state the
precise legal name of the governmental entity and its date of formation
and the applicant shall mail a copy to the entity's registered agent.
If the name of the entity is not distinguishable from the name of the
applicant, then, except as provided in subsection (4) of this section,
the secretary of state shall commence proceedings for administrative
dissolution under section 1602 of this act or termination of
registration under section 1511 of this act. (2) A name may not be considered distinguishable by virtue of the
items specified in section 1301(3) of this act. (3)(a) The following are not distinguishable for purposes of this
section: (i) "City of Anytown" and "City of Anytown, Inc."; and (ii) "City of Anytown" and "Anytown City." (b) The following are distinguishable for purposes of this section: (i) "City of Anytown" and "Anytown, Inc."; (ii) "City of Anytown" and "The Anytown Company"; and (iii) "City of Anytown" and "Anytown Cafe, Inc." (4) If the entity that is the subject of the application was formed
or registered before the formation of the applicant as a governmental
entity, then this section applies only if the applicant for dissolution
provides a certified copy of a final judgment of a court of competent
jurisdiction determining that the applicant holds a superior property
right to the name than does the entity. (5) The duties of the secretary of state under this section are
ministerial.
ARTICLE 7MISCELLANEOUS PROVISIONS
NEW SECTION.
Sec.
RESERVATION OF POWER TO AMEND OR REPEAL.
The legislature has power to amend or repeal all or part of this
chapter at any time, and all domestic and foreign entities subject to
this chapter are governed by the amendment or repeal.
NEW SECTION.
Sec.
SUPPLEMENTAL PRINCIPLES OF LAW.
Unless
displaced by particular provisions of this chapter, the principles of
law and equity supplement this chapter.
NEW SECTION.
Sec.
UNIFORMITY OR CONSISTENCY OF APPLICATION
AND CONSTRUCTION.
In applying and construing this chapter based on
uniform or model acts, consideration must be given to the need to
promote uniformity or consistency of the law with respect to its
subject matter among states that enact it.
NEW SECTION.
Sec.
RELATION TO ELECTRONIC SIGNATURES IN
GLOBAL AND NATIONAL COMMERCE ACT.
This chapter modifies, limits, and
supersedes the electronic signatures in global and national commerce
act, 15 U.S.C. Sec. 7001 et seq., but does not modify, limit, or
supersede Sec. 101(c) of that act, 15 U.S.C. Sec. 7001(c), or authorize
electronic delivery of any of the notices described in section 103(b)
of that act, 15 U.S.C. Sec. 7003(b).
NEW SECTION.
Sec.
SAVINGS CLAUSE.
The repeal of a statute
by this act does not affect: (1) The operation of the statute or any action taken under it
before its repeal; (2) Any ratification, right, remedy, privilege, obligation, or
liability acquired, accrued, or incurred under the statute before its
repeal; (3) Any violation of the statute or any penalty, forfeiture, or
punishment incurred because of the violation before its repeal; or (4) Any proceeding, reorganization, or dissolution commenced under
the statute before its repeal, and the proceeding, reorganization, or
dissolution may be completed in accordance with the statute as if it
had not been repealed.
ARTICLE 8IMPLEMENTATION
NEW SECTION.
Sec.
Sections 1101 through 1705 of this act
constitute a new chapter in Title 23 RCW.
NEW SECTION.
Sec.
If any provision of this act or its
application to any person or circumstance is held invalid, the
remainder of the act or the application of the provision to other
persons or circumstances is not affected.
NEW SECTION.
Sec.
This act takes effect .....
PART IIBUSINESS CORPORATION ACT REVISIONS
Sec.
RCW 23B.01.200 and 2002 c 297 s 1 are each amended to
read as follows:
(1) A record required or permitted by this title to be filed in the
office of the secretary of state must satisfy the requirements of part
I, Article 2 of this act, this section, and of any other section that
adds to or varies from these requirements, to be entitled to filing by
the secretary of state. (2) ((The secretary of state may permit records to be filed through
electronic transmission. The secretary of state may adopt rules
varying from these requirements to facilitate electronic filing. These
rules shall detail the circumstances under which the electronic filing
of records shall be permitted and how such records shall be filed.
These rules may also impose additional requirements related to
implementation of electronic filing processes including but not limited
to: File formats; signature technologies; the manner of delivery; and
the types of entities or records permitted. (3) This title must require or permit filing the record in the
office of the secretary of state. (4) The record must contain the information required by this title.
It may contain other information as well. (5) The record must: (a) Be typewritten or printed, and must meet
such legibility or other standards as may be prescribed by the
secretary of state; or (b) meet the standards for electronic filing as
may be prescribed by the secretary of state. (6) The record must be in the English language. A corporate name
need not be in English if written in English letters or Arabic or Roman
numerals, and the certificate of existence required of foreign
corporations need not be in English if accompanied by a reasonably
authenticated English translation. (7))) Unless otherwise indicated in this title, all records
((submitted)) delivered to the secretary of state for filing must be
executed: (a) By the chairperson of the board of directors of a domestic or
foreign corporation, by its president, or by another of its officers; (b) If directors have not been selected or the corporation has not
been formed, by an incorporator; or (c) If the corporation is in the hands of a receiver, trustee, or
other courtappointed fiduciary, by that fiduciary. (((8) The person executing the record shall sign it and state
beneath or opposite the signature the name of the person and the
capacity in which the person signs. The record may but need not
contain: (a) The corporate seal; (b) an attestation by the secretary
or an assistant secretary; or (c) an acknowledgment, verification, or
proof. (9) If the secretary of state has prescribed a mandatory form for
the record under RCW 23B.01.210, the record must be in or on the
prescribed form. (10) The record must be received by the office of the secretary of
state for filing and, except in the case of an electronic filing, must
be accompanied by one exact or conformed copy, the correct filing fee
or charge, including license fee, penalty and service fee, and any
attachments which are required for the filing.))
Sec.
RCW 23B.01.220 and 2002 c 297 s 3 are each amended to
read as follows:
(((1))) Corporations are subject to the applicable fees, charges,
and penalties established by the secretary of state ((shall collect in
accordance with the provisions of this title: (a) Fees for filing records and issuing certificates; (b) Miscellaneous charges; (c) License fees as provided in RCW 23B.01.500 through 23B.01.550; (d) Penalty fees; and (e) Other fees as the secretary of state may establish by rule
adopted under chapter 34.05 RCW. (2) The secretary of state shall collect the following fees when
the records described in this subsection are delivered for filing: One hundred seventyfive dollars, pursuant to RCW 23B.01.520 and
23B.01.540, for: (a) Articles of incorporation; and (b) Application for certificate of authority. (3) The secretary of state shall establish by rule, fees for the
following: (a) Application for reinstatement; (b) Articles of correction; (c) Amendment of articles of incorporation; (d) Restatement of articles of incorporation, with or without
amendment; (e) Articles of merger or share exchange; (f) Articles of revocation of dissolution; (g) Application for amended certificate of authority; (h) Application for reservation, registration, or assignment of
reserved name; (i) Corporation's statement of change of registered agent or
registered office, or both, except where this information is provided
in conjunction with and on an initial report or an annual report form
filed under RCW 23B.01.530, 23B.01.550, 23B.02.050, or 23B.16.220; (j) Agent's resignation, or statement of change of registered
office, or both, for each affected corporation; (k) Initial report; and (l) Any record not listed in this subsection that is required or
permitted to be filed under this title. (4) Fees shall be adjusted by rule only in an amount that does not
exceed the average biennial increase in the cost of providing service.
This shall be determined in a biennial cost study performed by the
secretary of state. (5) The secretary of state shall not collect fees for: (a) Agent's consent to act as agent; (b) Agent's resignation, if appointed without consent; (c) Articles of dissolution; (d) Certificate of judicial dissolution; (e) Application for certificate of withdrawal; and (f) Annual report when filed concurrently with the payment of
annual license fees. (6) The secretary of state shall collect a fee in an amount
established by the secretary of state by rule per defendant served,
upon being served process under this title. The party to a proceeding
causing service of process is entitled to recover this fee as costs if
such party prevails in the proceeding. (7) The secretary of state shall establish by rule and collect a
fee from every person or organization: (a) For furnishing a certified copy of any record, instrument, or
paper relating to a corporation; (b) For furnishing a certificate, under seal, attesting to the
existence of a corporation, or any other certificate; and (c) For furnishing copies of any record, instrument, or paper
relating to a corporation, other than of an initial report or an annual
report. (8) For annual license fees for domestic and foreign corporations,
see RCW 23B.01.500, 23B.01.510, 23B.01.530, and 23B.01.550. For
penalties for nonpayment of annual license fees and failure to complete
annual report, see RCW 23B.01.570)) under section 1214 of this act and
RCW 43.07.120.
Sec.
RCW 23B.01.230 and 2002 c 297 s 4 are each amended to
read as follows:
(((1) Except as provided in subsection (2) of this section and RCW
23B.01.240(3), a record accepted for filing is effective on the date it
is filed by the secretary of state and at the time on that date
specified in the record. If no time is specified in the record, the
record is effective at the close of business on the date it is filed by
the secretary of state. (2) If a record specifies a delayed effective time and date, the
record becomes effective at the time and date specified. If a record
specifies a delayed effective date but no time is specified, the record
is effective at the close of business on that date. A delayed
effective date for a record may not be later than the ninetieth day
after the date it is filed. (3) When a record is received for filing by the secretary of state
in a form which complies with the requirements of this title and which
would entitle the record to be filed on receipt, but the secretary of
state's approval action occurs subsequent to the date of receipt, the
secretary of state's filing date shall relate back to and be shown as
the date on which the secretary of state first received the record in
acceptable form)) A record filed with the secretary of state is
effective as provided in section 1203 of this act, and may state a
delayed effective date and time in accordance with section 1203 of this
act.
Sec.
RCW 23B.01.240 and 2002 c 297 s 5 are each amended to
read as follows:
(((1))) A domestic or foreign corporation may correct a record
filed by the secretary of state ((if the record (a) contains an
incorrect statement; or (b) was defectively executed, attested, sealed,
verified, or acknowledged. (2) A record is corrected: (a) By preparing articles of correction that (i) describe the
record, including its filing date, or attach a copy of it to the
articles of correction, (ii) specify the incorrect statement and the
reason it is incorrect or the manner in which the execution was
defective, and (iii) correct the incorrect statement or defective
execution; and (b) By delivering the articles of correction to the secretary of
state for filing. (3) Articles of correction are effective on the effective date of
the record they correct except as to persons relying on the uncorrected
record and adversely affected by the correction. As to those persons,
articles of correction are effective when filed)) in accordance with
section 1205 of this act.
Sec.
RCW 23B.01.250 and 2002 c 297 s 6 are each amended to
read as follows:
(((1) If a record delivered to the office of the secretary of state
for filing satisfies the requirements of RCW 23B.01.200, the secretary
of state shall file it. (2)(a) The secretary of state files a record: (i) In the case of
a record in a tangible medium, by stamping or otherwise endorsing
"Filed," together with the secretary of state's name and official title
and the date of filing, on both the original and the record copy; and
(ii) in the case of an electronically transmitted record, by the
electronic processes as may be prescribed by the secretary of state
from time to time that result in the information required by (a)(i) of
this subsection being permanently attached to or associated with such
electronically transmitted record. (b) After filing a record, the secretary of state shall deliver a
record of the filing to the domestic or foreign corporation or its
representative either: (i) In a written copy of the filing; or (ii) if
the corporation has designated an address, location, or system to which
the record may be electronically transmitted and the secretary of state
elects to provide the record by electronic transmission, in an
electronically transmitted record of the filing. (3) If the secretary of state refuses to file a record, the
secretary of state shall return it to the domestic or foreign
corporation or its representative, together with a brief explanation of
the reason for the refusal. The explanation shall be either: (a) In
a written record or (b) if the corporation has designated an address,
location, or system to which the explanation may be electronically
transmitted and the secretary of state elects to provide the
explanation by electronic transmission, in an electronically
transmitted record. (4) The secretary of state's duty to file records under this
section is ministerial. Filing or refusal to file a record does not: (a) Affect the validity or invalidity of the record in whole or
part; (b) Relate to the correctness or incorrectness of information
contained in the record; or (c) Create a presumption that the record is valid or invalid or
that information contained in the record is correct or incorrect))
Section 1206 of this act governs the secretary of state's duty to file
records delivered to the secretary of state for filing, the manner and
effect of filing, and procedures that apply when the secretary of state
refuses to file a record.
Sec.
RCW 23B.01.280 and 1991 c 72 s 27 are each amended to
read as follows:
(((1))) Any person may apply to the secretary of state under
section 1208 of this act to furnish a certificate of existence for a
domestic corporation or a certificate of ((authorization)) registration
for a foreign corporation. (((2) A certificate of existence or authorization means that as of
the date of its issuance: (a) The domestic corporation is duly incorporated under the laws of
this state, or that the foreign corporation is authorized to transact
business in this state; (b) All fees and penalties owed to this state under this title have
been paid, if (i) payment is reflected in the records of the secretary
of state, and (ii) nonpayment affects the existence or authorization of
the domestic or foreign corporation; (c) The corporation's initial report or its most recent annual
report required by RCW 23B.16.220 has been delivered to the secretary
of state; and (d) Articles of dissolution or an application for withdrawal have
not been filed by the secretary of state. (3) A person may apply to the secretary of state to issue a
certificate covering any fact of record. (4) Subject to any qualification stated in the certificate, a
certificate of existence or authorization issued by the secretary of
state may be relied upon as conclusive evidence that the domestic or
foreign corporation is in existence or is authorized to transact
business in the corporate form in this state.))
Sec.
RCW 23B.01.290 and 1989 c 165 s 12 are each amended to
read as follows:
((Any person who signs a document such person knows is false in any
material respect with intent that the document be delivered to the
secretary of state for filing is guilty of a gross misdemeanor
punishable under chapter 9A.20 RCW)) Section 1209 of this act applies
to the signing of a false document under this chapter.
Sec.
RCW 23B.01.410 and 2009 c 189 s 2 are each amended to
read as follows:
(1) Notice under this title must be provided in the form of a
record, except that oral notice of any meeting of the board of
directors may be given if expressly authorized by the articles of
incorporation or bylaws. (2) Permissible means of transmission. (a) Oral notice. Oral notice may be communicated in person, by
telephone, wire, or wireless equipment which does not transmit a
facsimile of the notice, or by any electronic means which does not
create a record. If these forms of oral notice are impracticable, oral
notice may be communicated by radio, television, or other form of
public broadcast communication. (b) Notice provided in a tangible medium. Notice may be provided
in a tangible medium and be transmitted by mail, private carrier, or
personal delivery; telegraph or teletype; or telephone, wire, or
wireless equipment which transmits a facsimile of the notice. If these
forms of notice in a tangible medium are impracticable, notice in a
tangible medium may be transmitted by an advertisement in a newspaper
of general circulation in the area where published. (c) Notice provided in an electronic transmission. (i) Notice may be provided in an electronic transmission and be
electronically transmitted. (ii) Notice to shareholders or directors in an electronic
transmission is effective only with respect to shareholders and
directors that have consented, in the form of a record, to receive
electronically transmitted notices under this title and designated in
the consent the address, location, or system to which these notices may
be electronically transmitted and with respect to a notice that
otherwise complies with any other requirements of this title and
applicable federal law. (A) Notice to shareholders or directors for this purpose includes
material that this title requires to accompany the notice. (B) A shareholder or director who has consented to receipt of
electronically transmitted notices may revoke this consent by
delivering a revocation to the corporation in the form of a record. (C) The consent of any shareholder or director is revoked if (I)
the corporation is unable to electronically transmit two consecutive
notices given by the corporation in accordance with the consent, and
(II) this inability becomes known to the secretary of the corporation,
the transfer agent, or any other person responsible for giving the
notice. The inadvertent failure by the corporation to treat this
inability as a revocation does not invalidate any meeting or other
corporate action. (iii) Notice to shareholders or directors who have consented to
receipt of electronically transmitted notices may be provided by (A)
posting the notice on an electronic network and (B) delivering to the
shareholder or director a separate record of the posting, together with
comprehensible instructions regarding how to obtain access to the
posting on the electronic network. (iv) Notice to a domestic or foreign corporation, authorized to
transact business in this state, in an electronic transmission is
effective only with respect to a corporation that has designated in a
record an address, location, or system to which the notices may be
electronically transmitted. (d) Materials accompanying notice to shareholders of public
companies. Notwithstanding anything to the contrary in this section or
any other section of this title, if this title requires that a notice
to shareholders be accompanied by certain material, a public company
may satisfy such a requirement, whether or not a shareholder has
consented to receive electronically transmitted notice, by (i) posting
the material on an electronic network (either separate from, or in
combination or as part of, any other materials the public company has
posted on the electronic network in compliance with applicable federal
law) at or prior to the time that the notice is delivered to the public
company's shareholders entitled to receive the notice, and (ii)
delivering to the public company's shareholders entitled to receive the
notice a separate record of the posting (which record may accompany, or
be contained in, the notice), together with comprehensible instructions
regarding how to obtain access to the posting on the electronic
network. In such a case, the material is deemed to have been delivered
to the public company's shareholders at the time the notice to the
shareholders is effective under this section. A public company that
elects pursuant to this section to post on an electronic network any
material required by this title to accompany a notice to shareholders
is required, at its expense, to provide a copy of the material in a
tangible medium (alone or in combination or as part of any other
materials the public company has posted on the electronic network in
compliance with federal law) to any shareholder entitled to such a
notice who so requests. (3) Effective time and date of notice. (a) Oral notice. Oral notice is effective when received. (b) Notice provided in a tangible medium. (i) Notice in a tangible medium, if in a comprehensible form, is
effective at the earliest of the following: (A) If expressly authorized by the articles of incorporation or
bylaws, and if notice is sent to the person's address, telephone
number, or other number appearing on the records of the corporation,
when dispatched by telegraph, teletype, or facsimile equipment; (B) When received; (C) Except as provided in (b)(ii) of this subsection, five days
after its deposit in the United States mail, as evidenced by the
postmark, if mailed with firstclass postage, prepaid and correctly
addressed; or (D) On the date shown on the return receipt, if sent by registered
or certified mail, return receipt requested, and the receipt is signed
by or on behalf of the addressee. (ii) Notice in a tangible medium by a domestic or foreign
corporation to its shareholder, if in a comprehensible form and
correctly addressed to the shareholder's address shown in the
corporation's current record of shareholders, is effective: (A) When mailed, if mailed with firstclass postage prepaid; and (B) When dispatched, if prepaid, by air courier. (iii) Notice in a tangible medium to a domestic or foreign
corporation, authorized to transact business in this state, may be
addressed to the corporation's registered agent ((at its registered
office)) or to the corporation or its secretary at its principal office
shown in its most recent annual report, or in the case of a foreign
corporation that has not yet delivered its annual report in its
((application for a certificate of authority)) foreign registration
statement. (c) Notice provided in an electronic transmission. Notice provided
in an electronic transmission, if in comprehensible form, is effective
when it: (i) Is electronically transmitted to an address, location, or
system designated by the recipient for that purpose; or (ii) has been
posted on an electronic network and a separate record of the posting
has been delivered to the recipient together with comprehensible
instructions regarding how to obtain access to the posting on the
electronic network. (4) If this title prescribes notice requirements for particular
circumstances, those requirements govern. If articles of incorporation
or bylaws prescribe notice requirements, not inconsistent with this
section or other provisions of this title, those requirements govern.
Sec.
RCW 23B.01.520 and 1989 c 165 s 18 are each amended to
read as follows:
For the privilege of doing business, every domestic corporation,
except one for which existing law provides a different fee schedule,
shall pay a fee for the filing of its articles of incorporation and its
first year's license ((a fee of one hundred seventyfive dollars)), and
an annual license fee for each year following incorporation on or
before the expiration of its corporate license, in an amount
established by the secretary of state under section 1214 of this act.
Sec.
RCW 23B.01.540 and 1989 c 165 s 20 are each amended to
read as follows:
A foreign corporation doing an intrastate business or seeking to do
an intrastate business in the state of Washington shall ((qualify so to
do in the manner prescribed in this title and shall)) pay for the
privilege of so doing the same filing and annual license fees
prescribed in ((this title for domestic corporations, including the
same fees as are prescribed in)) RCW 23B.01.520((, for the filing of
articles of incorporation of a domestic corporation)) for domestic
corporations.
Sec.
RCW 23B.01.570 and 1994 c 287 s 6 are each amended to
read as follows:
In the event any corporation, foreign or domestic, fails to file a
full and complete initial report under ((RCW 23B.02.050(4) and
23B.16.220(3))) section 1213 of this act or does business in this state
without having paid its annual corporate license fee and without having
filed a substantially complete annual report under ((RCW
23B.16.220(1))) section 1213 of this act when either is due, there
shall become due and owing the state of Washington a penalty as
established by rule by the secretary under section 1214 of this act. A corporation organized under this title may at any time prior to
its dissolution as provided in ((RCW 23B.14.200)) part I, Article 6 of
this act, and a foreign corporation ((qualified)) registered to do
business in this state may at any time prior to the ((revocation of its
certificate of authority)) termination of its registration as provided
in ((RCW 23B.15.300)) section 1511 of this act, pay to the state of
Washington its current annual license fee, provided it also pays an
amount equal to all previously unpaid annual license fees plus the
penalty established by rule by the secretary under section 1214 of this
act.
Sec.
RCW 23B.02.020 and 2009 c 189 s 3 are each amended to
read as follows:
(1) The articles of incorporation must set forth: (a) A corporate name for the corporation that satisfies the
requirements of ((RCW 23B.04.010)) part I, Article 3 of this act; (b) The number of shares the corporation is authorized to issue in
accordance with RCW 23B.06.010 and 23B.06.020; (c) The ((street address of the corporation's initial registered
office and the)) name and address of its initial registered agent ((at
that office)) designated in accordance with ((RCW 23B.05.010)) part I,
Article 4 of this act; and (d) The name and address of each incorporator in accordance with
RCW 23B.02.010. (2) The articles of incorporation or bylaws must either specify the
number of directors or specify the process by which the number of
directors will be fixed, unless the articles of incorporation dispense
with a board of directors pursuant to RCW 23B.08.010. (3) Unless its articles of incorporation provide otherwise, a
corporation is governed by the following provisions: (a) The board of directors may adopt bylaws to be effective only in
an emergency as provided by RCW 23B.02.070; (b) A corporation has the purpose of engaging in any lawful
business under RCW 23B.03.010; (c) A corporation has perpetual existence and succession in its
corporate name under RCW 23B.03.020; (d) A corporation has the same powers as an individual to do all
things necessary or convenient to carry out its business and affairs,
including itemized powers under RCW 23B.03.020; (e) All shares are of one class and one series, have unlimited
voting rights, and are entitled to receive the net assets of the
corporation upon dissolution under RCW 23B.06.010 and 23B.06.020; (f) If more than one class of shares is authorized, all shares of
a class must have preferences, limitations, and relative rights
identical to those of other shares of the same class under RCW
23B.06.010; (g) If the board of directors is authorized to designate the number
of shares in a series, the board may, after the issuance of shares in
that series, reduce the number of authorized shares of that series
under RCW 23B.06.020; (h) The board of directors must approve any issuance of shares
under RCW 23B.06.210; (i) Shares may be issued pro rata and without consideration to
shareholders under RCW 23B.06.230; (j) Shares of one class or series may not be issued as a share
dividend with respect to another class or series, unless there are no
outstanding shares of the class or series to be issued, or a majority
of votes entitled to be cast by such class or series approve as
provided in RCW 23B.06.230; (k) A corporation may issue rights, options, or warrants for the
purchase of shares of the corporation under RCW 23B.06.240; (l) A shareholder has, and may waive, a preemptive right to acquire
the corporation's unissued shares as provided in RCW 23B.06.300; (m) Shares of a corporation acquired by it may be reissued under
RCW 23B.06.310; (n) The board may authorize and the corporation may make
distributions not prohibited by statute under RCW 23B.06.400; (o) The preferential rights upon dissolution of certain
shareholders will be considered a liability for purposes of determining
the validity of a distribution under RCW 23B.06.400; (p) Corporate action may be approved by shareholders by unanimous
consent of all shareholders entitled to vote on the corporate action,
unless the approval of a lesser number of shareholders is permitted as
provided in RCW 23B.07.040, which shareholder consent shall be in the
form of a record; (q) Unless this title requires otherwise, the corporation is
required to give notice only to shareholders entitled to vote at a
meeting and the notice for an annual meeting need not include the
purpose for which the meeting is called under RCW 23B.07.050; (r) A corporation that is a public company shall hold a special
meeting of shareholders if the holders of at least ten percent of the
votes entitled to be cast on any issue proposed to be considered at the
meeting demand a meeting under RCW 23B.07.020; (s) Subject to statutory exceptions, each outstanding share,
regardless of class, is entitled to one vote on each matter voted on at
a shareholders' meeting under RCW 23B.07.210; (t) A majority of the votes entitled to be cast on a matter by a
voting group constitutes a quorum, unless the title provides otherwise
under RCW 23B.07.250 and 23B.07.270; (u) Corporate action on a matter, other than election of directors,
by a voting group is approved if the votes cast within the voting group
favoring the corporate action exceed the votes cast opposing the
corporate action, unless this title requires a greater number of
affirmative votes under RCW 23B.07.250; (v) All shares of one or more classes or series that are entitled
to vote will be counted together collectively on any matter at a
meeting of shareholders under RCW 23B.07.260; (w) Directors are elected by cumulative voting under RCW
23B.07.280; (x) Directors are elected by a plurality of votes cast by shares
entitled to vote under RCW 23B.07.280, except as otherwise provided in
the articles of incorporation or a bylaw adopted pursuant to RCW
23B.10.205; (y) A corporation must have a board of directors under RCW
23B.08.010; (z) All corporate powers must be exercised by or under the
authority of, and the business and affairs of the corporation managed
under the direction of, its board of directors under RCW 23B.08.010; (aa) The shareholders may remove one or more directors with or
without cause under RCW 23B.08.080; (bb) A vacancy on the board of directors may be filled by the
shareholders or the board of directors under RCW 23B.08.100; (cc) A corporation shall indemnify a director who was wholly
successful in the defense of any proceeding to which the director was
a party because the director is or was a director of the corporation
against reasonable expenses incurred by the director in connection with
the proceeding under RCW 23B.08.520; (dd) A director of a corporation who is a party to a proceeding may
apply for indemnification of reasonable expenses incurred by the
director in connection with the proceeding to the court conducting the
proceeding or to another court of competent jurisdiction under RCW
23B.08.540; (ee) An officer of the corporation who is not a director is
entitled to mandatory indemnification under RCW 23B.08.520, and is
entitled to apply for courtordered indemnification under RCW
23B.08.540, in each case to the same extent as a director under RCW
23B.08.570; (ff) The corporation may indemnify and advance expenses to an
officer, employee, or agent of the corporation who is not a director to
the same extent as to a director under RCW 23B.08.570; (gg) A corporation may indemnify and advance expenses to an
officer, employee, or agent who is not a director to the extent,
consistent with law, that may be provided by its articles of
incorporation, bylaws, general or specific approval of its board of
directors, or contract under RCW 23B.08.570; (hh) A corporation's board of directors may adopt certain
amendments to the corporation's articles of incorporation without
shareholder approval under RCW 23B.10.020; (ii) Unless this title or the board of directors requires a greater
vote or a vote by voting groups, an amendment to the corporation's
articles of incorporation must be approved by each voting group
entitled to vote on the proposed amendment by twothirds, or, in the
case of a public company, a majority, of all the votes entitled to be
cast by that voting group under RCW 23B.10.030; (jj) A corporation's board of directors may amend or repeal the
corporation's bylaws unless this title reserves this power exclusively
to the shareholders in whole or in part, or unless the shareholders in
amending or repealing a bylaw provide expressly that the board of
directors may not amend or repeal that bylaw under RCW 23B.10.200; (kk) Unless this title or the board of directors require a greater
vote or a vote by voting groups, a plan of merger or share exchange
must be approved by each voting group entitled to vote on the merger or
share exchange by twothirds of all the votes entitled to be cast by
that voting group under RCW 23B.11.030; (ll) Approval by the shareholders of the sale, lease, exchange, or
other disposition of all, or substantially all, the corporation's
property in the usual and regular course of business is not required
under RCW 23B.12.010; (mm) Approval by the shareholders of the mortgage, pledge,
dedication to the repayment of indebtedness, or other encumbrance of
any or all of the corporation's property, whether or not in the usual
and regular course of business, is not required under RCW 23B.12.010; (nn) Unless the board of directors requires a greater vote or a
vote by voting groups, a sale, lease, exchange, or other disposition of
all or substantially all of the corporation's property, other than in
the usual and regular course of business, must be approved by each
voting group entitled to vote on such transaction by twothirds of all
votes entitled to be cast by that voting group under RCW 23B.12.020;
and (oo) Unless the board of directors requires a greater vote or a
vote by voting groups, a proposal to dissolve must be approved by each
voting group entitled to vote on the dissolution by twothirds of all
votes entitled to be cast by that voting group under RCW 23B.14.020. (4) Unless its articles of incorporation or its bylaws provide
otherwise, a corporation is governed by the following provisions: (a) The board of directors may approve the issuance of some or all
of the shares of any or all of the corporation's classes or series
without certificates under RCW 23B.06.260; (b) A corporation that is not a public company shall hold a special
meeting of shareholders if the holders of at least ten percent of the
votes entitled to be cast on any issue proposed to be considered at the
meeting demand a meeting under RCW 23B.07.020; (c) A director need not be a resident of this state or a
shareholder of the corporation under RCW 23B.08.020; (d) The board of directors may fix the compensation of directors
under RCW 23B.08.110; (e) Members of the board of directors may participate in a meeting
of the board by any means of similar communication by which all
directors participating can hear each other during the meeting under
RCW 23B.08.200; (f) Corporate action permitted or required by this title to be
taken at a board of directors' meeting may be approved without a
meeting if approved by all members of the board under RCW 23B.08.210; (g) Regular meetings of the board of directors may be held without
notice of the date, time, place, or purpose of the meeting under RCW
23B.08.220; (h) Special meetings of the board of directors must be preceded by
at least two days' notice of the date, time, and place of the meeting,
and the notice need not describe the purpose of the special meeting
under RCW 23B.08.220; (i) A quorum of a board of directors consists of a majority of the
number of directors under RCW 23B.08.240; (j) If a quorum is present when a vote is taken, the affirmative
vote of a majority of directors present is the act of the board of
directors under RCW 23B.08.240; (k) A board of directors may create one or more committees and
appoint members of the board of directors to serve on them under RCW
23B.08.250; and (l) Unless approved by the shareholders, a corporation may
indemnify, or make advances to, a director for reasonable expenses
incurred in the defense of any proceeding to which the director was a
party because of being a director only to the extent such action is
consistent with RCW 23B.08.500 through 23B.08.580. (5) The articles of incorporation may contain the following
provisions: (a) The names and addresses of the individuals who are to serve as
initial directors; (b) The par value of any authorized shares or classes of shares; (c) Provisions not inconsistent with law related to the management
of the business and the regulation of the affairs of the corporation; (d) Any provision that under this title is required or permitted to
be set forth in the bylaws; (e) Provisions not inconsistent with law defining, limiting, and
regulating the powers of the corporation, its board of directors, and
shareholders; (f) Provisions authorizing corporate action to be approved by
consent of less than all of the shareholders entitled to vote on the
corporate action, in accordance with RCW 23B.07.040; (g) If the articles of incorporation authorize dividing shares into
classes, the election of all or a specified number of directors may be
effected by the holders of one or more authorized classes of shares
under RCW 23B.08.040; (h) The terms of directors may be staggered under RCW 23B.08.060; (i) Shares may be redeemable or convertible (i) at the option of
the corporation, the shareholder, or another person, or upon the
occurrence of a designated event; (ii) for cash, indebtedness,
securities, or other property; or (iii) in a designated amount or in an
amount determined in accordance with a designated formula or by
reference to extrinsic data or events under RCW 23B.06.010; and (j) A director's personal liability to the corporation or its
shareholders for monetary damages for conduct as a director may be
eliminated or limited under RCW 23B.08.320. (6) The articles of incorporation or the bylaws may contain the
following provisions: (a) A restriction on the transfer or registration of transfer of
the corporation's shares under RCW 23B.06.270; (b) Shareholders may participate in a meeting of shareholders by
any means of communication by which all persons participating in the
meeting can hear each other under RCW 23B.07.080; (c) A quorum of the board of directors may consist of as few as
onethird of the number of directors under RCW 23B.08.240; (d) If the corporation is registered as an investment company under
the investment company act of 1940, a provision limiting the
requirement to hold an annual meeting of shareholders as provided in
RCW 23B.07.010(2); and (e) If the corporation is registered as an investment company under
the investment company act of 1940, a provision establishing terms of
directors which terms may be longer than one year as provided in RCW
23B.05.050. (7) The articles of incorporation need not set forth any of the
corporate powers enumerated in this title.
Sec.
RCW 23B.02.050 and 2009 c 189 s 4 are each amended to
read as follows:
(1) After incorporation: (a) If initial directors are named in the articles of
incorporation, the initial directors shall hold an organizational
meeting, at the call of a majority of the directors, to complete the
organization of the corporation by appointing officers, adopting
bylaws, and carrying on any other business brought before the meeting; (b) If initial directors are not named in the articles, the
incorporator or incorporators shall hold an organizational meeting at
the call of a majority of the incorporators: (i) To elect directors and complete the organization of the
corporation; or (ii) To elect a board of directors who shall complete the
organization of the corporation. (2) Corporate action required or permitted by this title to be
approved by incorporators at an organizational meeting may be approved
without a meeting if the approval is evidenced by the consent of each
of the incorporators in the form of a record describing the corporate
action so approved and executed by each incorporator. (3) An organizational meeting may be held in or out of this state. (4) A ((corporation's initial report containing the information
described in RCW 23B.16.220(1))) corporation must ((be delivered))
deliver an initial report to the secretary of state ((within one
hundred twenty days of the date on which the corporation's articles of
incorporation were filed)) in accordance with section 1213 of this act.
Sec.
RCW 23B.04.010 and 2012 c 215 s 18 are each amended to
read as follows:
(((1))) A corporate name((: (a) Must contain the word "corporation," "incorporated," "company,"
or "limited," or the abbreviation "corp.," "inc.," "co.," or "ltd."; (b) Must not contain language stating or implying that the
corporation is organized for a purpose other than those permitted by
RCW 23B.03.010 and its articles of incorporation; (c) Must not contain any of the following words or phrases: "Bank," "banking," "banker," "trust," "cooperative," or any
combination of the words "industrial" and "loan," or any combination of
any two or more of the words "building," "savings," "loan," "home,"
"association," and "society," or any other words or phrases prohibited
by any statute of this state; and (d) Except as authorized by subsections (2) and (3) of this
section, must be distinguishable upon the records of the secretary of
state from: (i) The corporate name of a corporation incorporated or authorized
to transact business in this state; (ii) A corporate name reserved or registered under chapter 23B.04
RCW; (iii) The fictitious name adopted under RCW 23B.15.060 by a foreign
corporation authorized to transact business in this state because its
real name is unavailable; (iv) The corporate name or reserved name of a notforprofit
corporation incorporated or authorized to conduct affairs in this state
under chapter 24.03 RCW; (v) The name or reserved name of a mutual corporation or
miscellaneous corporation incorporated or authorized to do business
under chapter 24.06 RCW; (vi) The name or reserved name of a foreign or domestic limited
partnership formed or registered under chapter 25.10 RCW; (vii) The name or reserved name of a limited liability company
organized or registered under chapter 25.15 RCW; (viii) The name or reserved name of a limited liability partnership
registered under chapter 25.04 RCW; and (ix) The name or reserved name of a social purpose corporation
registered under chapter 23B.25 RCW. (2) A corporation may apply to the secretary of state for
authorization to use a name that is not distinguishable upon the
records from one or more of the names described in subsection (1) of
this section. The secretary of state shall authorize use of the name
applied for if: (a) The other corporation, company, holder, limited liability
partnership, or limited partnership consents to the use in writing and
files with the secretary of state documents necessary to change its
name or the name reserved or registered to a name that is
distinguishable upon the records of the secretary of state from the
name of the applying corporation; or (b) The applicant delivers to the secretary of state a certified
copy of the final judgment of a court of competent jurisdiction
establishing the applicant's right to use the name applied for in this
state. (3) A corporation may use the name, including the fictitious name,
of another domestic or foreign corporation, limited liability company,
limited partnership, or limited liability partnership, that is used in
this state if the other entity is formed or authorized to transact
business in this state, and the proposed user corporation: (a) Has merged with the other corporation, limited liability
company, or limited partnership; or (b) Has been formed by reorganization of the other corporation. (4) This title does not control the use of assumed business names
or "trade names." (5) A name shall not be considered distinguishable upon the records
of the secretary of state by virtue of: (a) A variation in any of the following designations for the same
name: "Corporation," "incorporated," "company," "limited,"
"partnership," "limited partnership," "limited liability company,"
"limited liability partnership," or "social purpose corporation," or
the abbreviations "corp.," "inc.," "co.," "ltd.," "LP," "L.P.," "LLP,"
"L.L.P.," "LLC," "L.L.C." "SPC," or "S.P.C."; (b) The addition or deletion of an article or conjunction such as
"the" or "and" from the same name; (c) Punctuation, capitalization, or special characters or symbols
in the same name; or (d) Use of abbreviation or the plural form of a word in the same
name)) must comply with the requirements of part I, Article 3 of this
act.
Sec.
RCW 23B.04.020 and 1989 c 165 s 38 are each amended to
read as follows:
(((1))) A person may reserve the exclusive use of a corporate
name((, including a fictitious name adopted pursuant to RCW 23B.15.060
for a foreign corporation whose corporate name is not available, by
delivering an application to the secretary of state for filing. The
application must set forth the name and address of the applicant and
the name proposed to be reserved. If the secretary of state finds that
the corporate name applied for is available, the secretary of state
shall reserve the name for the applicant's exclusive use for a
nonrenewable one hundred eightyday period. (2) The owner of a reserved corporate name may transfer the
reservation to another person by delivering to the secretary of state
a signed notice of the transfer that states the name and address of the
transferee)) in accordance with section 1303 of this act.
Sec.
RCW 23B.04.030 and 1989 c 165 s 39 are each amended to
read as follows:
(((1))) A foreign corporation may register its corporate name((, or
its corporate name with any addition required by RCW 23B.15.060, if the
name is distinguishable upon the records of the secretary of state from
the names specified in RCW 23B.04.010(1). (2) A foreign corporation registers its corporate name, or its
corporate name with any addition required by RCW 23B.15.060, by
delivering to the secretary of state for filing an application that: (a) Sets forth its corporate name, or its corporate name with any
addition required by RCW 23B.15.060, and the state or country and date
of its incorporation; and (b) Is accompanied by a certificate of existence, or a document of
similar import, from the state or country of incorporation. (3) The name is registered for the applicant's exclusive use upon
the effective date of the application and until the close of the
calendar year in which the application for registration is filed. (4) A foreign corporation whose registration is effective may renew
it for successive years by delivering to the secretary of state for
filing a renewal application, which complies with the requirements of
subsection (2) of this section, between October 1 and December 31 of
the preceding year. The renewal application when filed renews the
registration for the following calendar year. (5) A foreign corporation whose registration is effective may
thereafter qualify as a foreign corporation under the registered name,
or consent in writing to the use of that name by a corporation
thereafter incorporated under this title, by a limited partnership
thereafter formed under chapter 25.10 RCW, or by another foreign
corporation or limited partnership thereafter authorized to transact
business in this state. The registration terminates when the domestic
corporation is incorporated or the domestic limited partnership is
formed, or the foreign corporation qualifies or consents to the
qualification of another foreign corporation or limited partnership
under the registered name)) in accordance with section 1304 of this
act.
Sec.
RCW 23B.05.010 and 2002 c 297 s 15 are each amended to
read as follows:
(((1))) Each corporation must continuously maintain in this
state((: (a) A registered office that may be the same as any of its places
of business. The registered office shall be at a specific geographic
location in this state, and be identified by number, if any, and
street, or building address or rural route, or, if a commonly known
street or rural route address does not exist, by legal description. A
registered office may not be identified by post office box number or
other nongeographic address. For purposes of communicating by mail,
the secretary of state may permit the use of a post office address in
conjunction with the registered office address if the corporation also
maintains on file the specific geographic address of the registered
office where personal service of process may be made; (b) A registered agent that may be: (i) An individual residing in this state whose business office is
identical with the registered office; (ii) A domestic corporation or notforprofit domestic corporation
whose business office is identical with the registered office; (iii) A foreign corporation or notforprofit foreign corporation
authorized to conduct affairs in this state whose business office is
identical with the registered office; (iv) A domestic limited liability company whose business office is
identical with the registered office; or (v) A foreign limited liability company authorized to conduct
affairs in this state whose business office is identical with the
registered office. (2) A registered agent shall not be appointed without having given
prior consent in a record to the appointment. The consent shall be
filed with the secretary of state in such form as the secretary of
state may prescribe. The consent shall be filed with or as a part of
the record first appointing a registered agent. In the event any
individual, corporation, or limited liability company has been
appointed agent without consent, that person, corporation, or limited
liability company may file a notarized statement attesting to that
fact, and the name shall immediately be removed from the records of the
secretary of state)) a registered agent in accordance with part I,
Article 4 of this act.
Sec.
RCW 23B.05.020 and 2002 c 297 s 16 are each amended to
read as follows:
(1) A corporation may change its ((registered office or))
registered agent by delivering to the secretary of state for filing a
statement of change ((that sets forth: (a) The name of the corporation; (b) If the current registered office is to be changed, the street
address of the new registered office in accord with RCW
23B.05.010(1)(a); (c) If the current registered agent is to be changed, the name of
the new registered agent and the new agent's consent in a record,
either on the statement or attached to it in a manner and form as the
secretary of state may prescribe, to the appointment; and (d) That after the change or changes are made, the street addresses
of its registered office and the business office of its registered
agent will be identical)) in accordance with section 1407 of this act. (2) ((If)) A registered agent ((changes the street address of the
agent's business office, the registered agent may change the street
address of the registered office of any corporation for which the agent
is the registered agent by notifying the corporation of the change
either (a) in a written record, or (b) if the corporation has
designated an address, location, or system to which the notices may be
electronically transmitted and the registered agent electronically
transmits the notice to the corporation at the designated address,
location, or system, in an electronically transmitted record and
delivering to the secretary of state for filing a statement that
complies with the requirements of subsection (1) of this section and
recites that the corporation has been notified of the change)) may
change its information on file with the secretary of state in
accordance with section 1408 or 1409 of this act.
Sec.
RCW 23B.05.030 and 1989 c 165 s 42 are each amended to
read as follows:
(((1))) A registered agent may resign as agent by ((signing and))
delivering to the secretary of state for filing a statement of
resignation in accordance with section 1410 of this act. ((The
statement may include a statement that the registered office is also
discontinued. (2) After filing the statement the secretary of state shall mail a
copy of the statement to the corporation at its principal office. (3) The agency appointment is terminated, and the registered office
discontinued if so provided, on the 31st day after the date on which
the statement was filed.))
Sec.
RCW 23B.05.040 and 1989 c 165 s 43 are each amended to
read as follows:
(((1) A corporation's registered agent is the corporation's agent
for)) Service of process, notice, or demand required or permitted by
law to be served on the corporation may be made in accordance with
section 1412 of this act. (((2) The secretary of state shall be an agent of a corporation
upon whom any such process, notice, or demand may be served if: (a) The corporation fails to appoint or maintain a registered agent
in this state; or (b) The registered agent cannot with reasonable diligence be found
at the registered office. (3) Service on the secretary of state of any such process, notice,
or demand shall be made by delivering to and leaving with the secretary
of state, or with any duly authorized clerk of the corporation
department of the secretary of state's office, the process, notice, or
demand. In the event any such process, notice, or demand is served on
the secretary of state, the secretary of state shall immediately cause
a copy thereof to be forwarded by certified mail, addressed to the
secretary of the corporation at the corporation's principal office as
shown on the records of the secretary of state. Any service so had on
the secretary of state shall be returnable in not less than thirty
days. (4) The secretary of state shall keep a record of all processes,
notices, and demands served upon the secretary of state under this
section, and shall record therein the time of such service and the
secretary of state's action with reference thereto. (5) This section does not limit or affect the right to serve any
process, notice, or demand required or permitted by law to be served
upon a corporation in any other manner now or hereafter permitted by
law.))
Sec.
RCW 23B.11.070 and 1989 c 165 s 137 are each amended to
read as follows:
(1) One or more foreign corporations may merge or enter into a
share exchange with one or more domestic corporations if: (a) In a merger, the merger is permitted by the law of the state or
country under whose law each foreign corporation is incorporated and
each foreign corporation complies with that law in effecting the
merger; (b) In a share exchange, the corporation whose shares will be
acquired is a domestic corporation, whether or not a share exchange is
permitted by the law of the state or country under whose law the
acquiring corporation is incorporated; (c) The foreign corporation complies with RCW 23B.11.050 if it is
the surviving corporation of the merger or acquiring corporation of the
share exchange; and (d) Each domestic corporation complies with the applicable
provisions of RCW 23B.11.010 through 23B.11.040 and, if it is the
surviving corporation of the merger or acquiring corporation of the
share exchange, with RCW 23B.11.050. (2) Upon the merger or share exchange taking effect, the surviving
foreign corporation of a merger and the acquiring foreign corporation
of a share exchange is deemed: (a) To ((appoint the secretary of state as its agent for)) consent
to service of process pursuant to section 1412 of this act in a
proceeding to enforce any obligation or the rights of dissenting
shareholders of each domestic corporation party to the merger or share
exchange; and (b) To agree that it will promptly pay to the dissenting
shareholders of each domestic corporation party to the merger or share
exchange the amount, if any, to which they are entitled under chapter
23B.13 RCW. (3) This section does not limit the power of a foreign corporation
to acquire all or part of the shares of one or more classes or series
of a domestic corporation through a voluntary exchange or otherwise.
Sec.
RCW 23B.11.110 and 2009 c 188 s 1403 are each amended
to read as follows:
(1) One or more foreign limited partnerships, foreign corporations,
foreign partnerships, and foreign limited liability companies may merge
with one or more domestic partnerships, domestic limited liability
companies, domestic limited partnerships, or domestic corporations,
provided that: (a) The merger is permitted by the law of the jurisdiction under
which each foreign limited partnership was organized and the law of the
state or country under which each foreign corporation was incorporated
and each foreign limited partnership or foreign corporation complies
with that law in effecting the merger; (b) If the surviving entity is a foreign or domestic corporation,
that corporation complies with RCW 23B.11.090; (c) If the surviving entity is a foreign or domestic limited
partnership, that limited partnership complies with RCW 25.10.786; (d) Each domestic corporation complies with RCW 23B.11.080; (e) Each domestic limited partnership complies with RCW 25.10.781; (f) Each domestic limited liability company complies with RCW
25.15.400; and (g) Each domestic partnership complies with RCW 25.05.375. (2) Upon the merger taking effect, a surviving foreign corporation,
foreign limited partnership, foreign limited liability corporation, or
foreign partnership is deemed: (a) To ((appoint the secretary of state as its agent for)) consent
to service of process pursuant to section 1412 of this act in a
proceeding to enforce any obligation or the rights of dissenting
shareholders or partners of each domestic corporation, domestic limited
partnership, domestic limited liability company, or domestic
partnership party to the merger; and (b) To agree that it will promptly pay to the dissenting
shareholders or partners of each domestic corporation, domestic limited
partnership, domestic limited liability company, or domestic
partnership party to the merger the amount, if any, to which they are
entitled under chapter 23B.13 RCW, in the case of dissenting
shareholders, or under chapter 25.10, 25.15, or 25.05 RCW, in the case
of dissenting partners.
Sec.
RCW 23B.14.040 and 2009 c 189 s 52 are each amended to
read as follows:
(1) A corporation may revoke its dissolution within one hundred
twenty days of its effective date. (2) Revocation of dissolution must be approved in the same manner
as the dissolution was approved unless that approval permitted
revocation upon approval by the board of directors alone, in which
event the board of directors may revoke the dissolution without
shareholder approval. (3) After the revocation of dissolution is approved, the
corporation may revoke the dissolution by delivering to the secretary
of state for filing articles of revocation of dissolution, together
with a copy of its articles of dissolution, that set forth: (a) The name of the corporation and a statement that such name
satisfies the requirements of ((RCW 23B.04.010)) part I, Article 3 of
this act; if the name is not available, the corporation must ((file))
deliver to the secretary of state for filing articles of amendment
changing its name with the articles of revocation of dissolution; (b) The effective date of the dissolution that was revoked; (c) The date that the revocation of dissolution was approved; (d) If the corporation's board of directors, or incorporators,
revoked the dissolution, a statement to that effect; (e) If the corporation's board of directors revoked a dissolution
authorized by the shareholders, a statement that revocation was
permitted by action by the board of directors alone pursuant to that
authorization; and (f) If shareholder approval was required to revoke the dissolution,
a statement that revocation of the dissolution was duly approved by the
shareholders in accordance with ((RCW 23B.14.040(2) [subsection (2) of
this section])) subsection (2) of this section and RCW 23B.14.020. (4) Revocation of dissolution is effective upon the effective date
of the articles of revocation of dissolution. (5) When the revocation of dissolution is effective, it relates
back to and takes effect as of the effective date of the dissolution
and the corporation resumes carrying on its business as if dissolution
had never occurred.
Sec.
RCW 23B.14.200 and 1994 c 287 s 7 are each amended to
read as follows:
The secretary of state may administratively dissolve a corporation
under ((RCW 23B.14.210 if: (1) The corporation does not pay any license fees or penalties,
imposed by this title, when they become due; (2) The corporation does not deliver its completed initial report
or annual report to the secretary of state when it is due; (3) The corporation is without a registered agent or registered
office in this state; (4) The corporation does not notify the secretary of state that its
registered agent or registered office has been changed, that its
registered agent has resigned, or that its registered office has been
discontinued; (5) The corporation's period of duration stated in its articles of
incorporation expired after July 1, 1990; or (6) The corporation's period of duration stated in its articles of
incorporation expired prior to July 1, 1990, but the corporation has
timely paid all license fees imposed by this title and set by rule by
the secretary, has timely filed annual reports with the secretary of
state, has never been without a registered agent or registered office
in this state for sixty days or more, and has never failed to notify
the secretary of state of changes in a registered agent or registered
office within sixty days of such change)) the circumstances provided in
section 1601 of this act.
Sec.
RCW 23B.14.210 and 2006 c 52 s 12 are each amended to
read as follows:
(((1) If the secretary of state determines that one or more grounds
exist under RCW 23B.14.200 or 23B.14.203 for dissolving a corporation,
the secretary of state shall give the corporation written notice of the
determination by firstclass mail, postage prepaid. (2) If the corporation does not correct each ground for dissolution
or demonstrate to the reasonable satisfaction of the secretary of state
that each ground determined by the secretary of state does not exist
within sixty days after notice is effective, the secretary of state
shall administratively dissolve the corporation and give the
corporation written notice of the dissolution that recites the ground
or grounds therefor and its effective date. (3) A corporation administratively dissolved continues its
corporate existence but may not carry on any business except that
necessary to wind up and liquidate its business and affairs in a manner
consistent with RCW 23B.14.050. (4) The administrative dissolution of a corporation does not
terminate the authority of its registered agent)) The secretary of
state may administratively dissolve a corporation under the procedures
specified in section 1602 of this act.
Sec.
RCW 23B.14.220 and 2006 c 52 s 13 are each amended to
read as follows:
(1) A corporation administratively dissolved under ((RCW
23B.14.210)) section 1602 of this act may apply to the secretary of
state for reinstatement ((within five years after the effective date of
dissolution. The application must: (a) Recite the name of the corporation and the effective date of
its administrative dissolution; (b) State that the ground or grounds for dissolution either did not
exist or have been eliminated; and (c) State that the corporation's name satisfies the requirements of
RCW 23B.04.010. (2) If the secretary of state determines that the application
contains the information required by subsection (1) of this section and
that the name is available, the secretary of state shall reinstate the
corporation and give the corporation written notice of the
reinstatement that recites the effective date of reinstatement. If the
name is not available, the corporation must file articles of amendment
changing its name with its application for reinstatement. (3) When the reinstatement is effective, it relates back to and
takes effect as of the effective date of the administrative dissolution
and the corporation resumes carrying on its business as if the
administrative dissolution had never occurred)) in accordance with
section 1603 of this act.
Sec.
RCW 23B.14.390 and 1995 c 47 s 8 are each amended to
read as follows:
On the first day of each month, the secretary of state shall
prepare a list of corporations dissolved during the preceding month
pursuant to RCW 23B.14.030, ((23B.14.210, and)) 23B.14.330, and section
1602 of this act.
Sec.
RCW 23B.15.010 and 1993 c 181 s 11 are each amended to
read as follows:
(1) Unless it is otherwise authorized to transact business pursuant
to a state or federal statute, a foreign corporation may not transact
business in this state until it ((obtains a certificate of authority
from)) registers with the secretary of state in accordance with part I,
Article 5 of this act. (2) ((The following activities, among others,)) A nonexhaustive
list of activities that do not constitute transacting business ((within
the meaning of subsection (1) of this section: (a) Maintaining or defending any action or suit or any
administrative or arbitration proceeding, or effecting the settlement
thereof or the settlement of claims or disputes; (b) Holding meetings of the board of directors or shareholders or
carrying on other activities concerning internal corporate affairs; (c) Maintaining bank accounts, share accounts in savings and loan
associations, custodian or agency arrangements with a bank or trust
company, or stock or bond brokerage accounts; (d) Maintaining offices or agencies for the transfer, exchange, and
registration of the corporation's own securities or maintaining
trustees or depositaries with respect to those securities; (e) Selling through independent contractors; (f) Soliciting or procuring orders, whether by mail or through
employees or agents or otherwise, where the orders require acceptance
outside this state before becoming binding contracts and where the
contracts do not involve any local performance other than delivery and
installation; (g) Making loans or creating or acquiring evidences of debt,
mortgages, or liens on real or personal property, or recording same; (h) Securing or collecting debts or enforcing mortgages and
security interests in property securing the debts; (i) Owning, without more, real or personal property; (j) Conducting an isolated transaction that is completed within
thirty days and that is not one in the course of repeated transactions
of a like nature; (k) Transacting business in interstate commerce; (l) Owning and controlling a subsidiary corporation incorporated in
or transacting business within this state; or (m) Operating an approved branch campus of a foreign degreegranting institution in compliance with chapter 28B.90 RCW and in
accordance with RCW 23B.15.015. (3) The list of activities in subsection (2) of this section is not
exhaustive)) in this state is provided in section 1505 of this act.
Sec.
RCW 23B.15.020 and 1990 c 178 s 8 are each amended to
read as follows:
(((1))) Unless it is otherwise authorized to transact business
pursuant to a state or federal statute, a foreign corporation
transacting business in this state without ((a certificate of authority
may not maintain a proceeding in any court in this state until it
obtains a certificate of authority. (2) The successor to a foreign corporation that transacted business
in this state without a certificate of authority and the assignee of a
cause of action arising out of that business may not maintain a
proceeding based on that cause of action in any court in this state
until the foreign corporation or its successor obtains a certificate of
authority. (3) A court may stay a proceeding commenced by a foreign
corporation, its successor, or assignee until it determines whether the
foreign corporation or its successor requires a certificate of
authority. If it so determines, the court may further stay the
proceeding until the foreign corporation or its successor obtains the
certificate. (4) A foreign corporation which transacts business in this state
without a certificate of authority is liable to this state, for the
years or parts thereof during which it transacted business in this
state without a certificate of authority, in an amount equal to all
fees which would have been imposed by this title upon such corporation
had it applied for and received a certificate of authority to transact
business in this state as required by this title and thereafter filed
all reports required by this title, plus all penalties imposed by this
title for failure to pay such fees. (5) Notwithstanding subsections (1) and (2) of this section, the
failure of a foreign corporation to obtain a certificate of authority
does not impair the validity of its corporate acts or prevent it from
defending any proceeding in this state)) registering with the secretary
of state is subject to section 1502 of this act.
Sec.
RCW 23B.15.030 and 1989 c 165 s 171 are each amended to
read as follows:
(((1))) A foreign corporation may ((apply for a certificate of
authority)) register to transact business in this state by delivering
((an application)) a foreign registration statement to the secretary of
state for filing in accordance with section 1503 of this act. ((The
application must state: (a) That the name of the foreign corporation meets the requirements
stated in RCW 23B.15.060; (b) The name of the state or country under whose law it is
incorporated; (c) Its date of incorporation and period of duration; (d) The street address of its principal office; (e) The street address of its registered office in this state and
the name of its registered agent at that office, in accordance with RCW
23B.15.070; and (f) The names and usual business addresses of its current directors
and officers. (2) The foreign corporation shall deliver with the completed
application a certificate of existence, or a document of similar
import, issued no more than sixty days before the date of the
application and duly authenticated by the secretary of state or other
official having custody of corporate records in the state or country
under whose law it is incorporated.))
Sec.
RCW 23B.15.040 and 1991 c 72 s 38 are each amended to
read as follows:
(((1))) A foreign corporation ((authorized)) registered to transact
business in this state must ((obtain an amended certificate of
authority from the secretary of state if it changes: (a) Its corporate name; or (b) The period of its duration. (2) A foreign corporation may apply for an amended certificate of
authority by delivering an application to the secretary of state for
filing that sets forth: (a) The name of the foreign corporation and the name in which the
corporation is authorized to transact business in Washington, if
different; (b) The name of the state or country under whose law it is
incorporated; (c) The date it was authorized to transact business in this state; (d) A statement of the change or changes being made; (e) In the event the change or changes include a name change to a
name that does not meet the requirements of RCW 23B.15.060, a
fictitious name for use in Washington, and a copy of the resolution of
the board of directors, certified by the corporation's secretary,
adopting the fictitious name; and (f) A copy of the document filed in the state or country of
incorporation showing that jurisdiction's "filed" stamp)) amend its
foreign registration statement under the circumstances specified in
section 1504 of this act.
Sec.
RCW 23B.15.050 and 1989 c 165 s 173 are each amended to
read as follows:
(1) A ((certificate of authority authorizes the)) registered
foreign corporation ((to which it is issued to)) may transact business
in this state subject, however, to the right of the state to ((revoke
the certificate)) terminate the registration as provided in ((this
title)) part I, Article 5 of this act. (2) ((A foreign corporation holding a valid certificate of
authority shall have no greater rights and privileges than a domestic
corporation of like character. Except as otherwise provided by this
title, a foreign corporation is subject to the same duties,
restrictions, penalties, and liabilities now or later imposed on a
domestic corporation of like character. (3) Except as otherwise provided in chapter 23B.19 RCW, this title
does not authorize this state to regulate the organization or internal
affairs of a foreign corporation authorized to transact business in
this state)) A foreign corporation registered to transact business in
this state is subject to section 1501 of this act relating to the
effect of registration and the governing law for registered foreign
corporations.
Sec.
RCW 23B.15.060 and 1998 c 102 s 2 are each amended to
read as follows:
(((1) No certificate of authority shall be issued to a foreign
corporation unless the corporate name of such corporation: (a) Contains the word "corporation," "incorporated," "company," or
"limited," or the abbreviation "corp.," "inc.," "co.," or "ltd."; (b) Does not contain language stating or implying that the
corporation is organized for a purpose other than that permitted by RCW
23B.03.010 and its articles of incorporation; (c) Does not contain any of the following words or phrases:
"Bank," "banking," "banker," "trust," "cooperative," or any combination
of the words "industrial" and "loan," or any combination of any two or
more words "building," "savings," "loan," "home," "association," and
"society," or any other words or phrases prohibited by any statute of
this state; and (d) Except as authorized by subsections (4) and (5) of this
section, is distinguishable upon the records of the secretary of state
from: (i) The corporate name of a corporation incorporated or authorized
to transact business in this state; (ii) A corporate name reserved or registered under chapter 23B.04
RCW; (iii) The fictitious name adopted pursuant to subsection (3) of
this section by a foreign corporation authorized to transact business
in this state because its real name is unavailable; (iv) The corporate name or reserved name of a notforprofit
corporation incorporated or authorized to conduct affairs in this state
under chapter 24.03 RCW; (v) The name or reserved name of a mutual corporation or
miscellaneous corporation incorporated or authorized to do business
under chapter 24.06 RCW; (vi) The name or reserved name of a foreign or domestic limited
partnership formed or registered under chapter 25.10 RCW; (vii) The name or reserved name of any limited liability company
organized or registered under chapter 25.15 RCW; and (viii) The name or reserved name of any limited liability
partnership registered under chapter 25.04 RCW. (2) A name shall not be considered distinguishable under the same
grounds as provided under RCW 23B.04.010. (3) If the corporate name of a foreign corporation does not satisfy
the requirements of subsection (1) of this section, the foreign
corporation to obtain or maintain a certificate of authority to
transact business in this state: (a) May add the word "corporation," "incorporated," "company," or
"limited," or the abbreviation "corp.," "inc.," "co.," or "ltd.," to
its corporate name for use in this state; or (b) May use a fictitious name to transact business in this state if
its real name is unavailable and it delivers to the secretary of state
for filing a copy of the resolution of its board of directors,
certified by its secretary, adopting the fictitious name. (4) A foreign corporation may apply to the secretary of state for
authorization to use a name that is not distinguishable upon the
records from one or more of the names described in subsection (1)(d) of
this section. The secretary of state shall authorize use of the name
applied for if: (a) The other corporation, company, holder, limited liability
partnership, or limited partnership consents to the use in writing and
files with the secretary of state documents necessary to change its
name or the name reserved or registered to a name that is
distinguishable upon the records of the secretary of state from the
name of the applying corporation; or (b) The applicant delivers to the secretary of state a certified
copy of the final judgment of a court of competent jurisdiction
establishing the applicant's right to use the name applied for in this
state. (5) A foreign corporation may use in this state the name, including
the fictitious name, of another domestic or foreign corporation that is
used in this state if the other corporation is incorporated or
authorized to transact business in this state and the foreign
corporation: (a) Has merged with the other corporation; or (b) Has been formed by reorganization of the other corporation. (6) If a foreign corporation authorized to transact business in
this state changes its corporate name to one that does not satisfy the
requirements of subsection (1) of this section, it may not transact
business in this state under the changed name until it adopts a name
satisfying such requirements and obtains an amended certificate of
authority under RCW 23B.15.040)) The corporate name of a foreign
corporation registered in this state must comply with the provisions of
section 1506 of this act and part I, Article 3 of this act.
Sec.
RCW 23B.15.070 and 2002 c 297 s 43 are each amended to
read as follows:
(((1))) Each foreign corporation ((authorized)) registered to
transact business in this state must continuously maintain in this
state((: (a) A registered office which may be, but need not be, the same as
its place of business in this state. The registered office shall be at
a specific geographic location in this state, and be identified by
number, if any, and street, building address, or rural route, or, if a
commonly known street or rural route address does not exist, by legal
description. A registered office may not be identified by post office
box number or other nongeographic address. For purposes of
communicating by mail, the secretary of state may permit the use of a
post office address in the same city as the registered office to be
used in conjunction with the registered office address if the
corporation also maintains on file the specific geographic address of
the registered office where personal service of process may be made. (b) A registered agent, who may be: (i) An individual who resides in this state and whose business
office is identical with the registered office; (ii) A domestic corporation or notforprofit domestic corporation
whose business office is identical with the registered office; (iii) A foreign corporation or foreign notforprofit corporation
authorized to transact business or conduct affairs in this state whose
business office is identical with the registered office; (iv) A domestic limited liability company whose business office is
identical with the registered office; or (v) A foreign limited liability company authorized to conduct
affairs in this state whose business office is identical with the
registered office. (2) A registered agent shall not be appointed without having given
prior consent in a record to the appointment. The consent shall be
filed with the secretary of state in such form as the secretary of
state may prescribe. The consent shall be filed with or as a part of
the record first appointing a registered agent. In the event any
individual, corporation, or limited liability company has been
appointed agent without consent, that person, corporation, or limited
liability company may file a notarized statement attesting to that
fact, and the name shall forthwith be removed from the records)) a
registered agent in accordance with part I, Article 4 of this act.
Sec.
RCW 23B.15.080 and 2002 c 297 s 44 are each amended to
read as follows:
(1) A foreign corporation ((authorized)) registered to transact
business in this state may change its registered ((office or
registered)) agent by delivering to the secretary of state for filing
a statement of change ((that sets forth: (a) Its name; (b) If the current registered office is to be changed, the street
address of its new registered office; (c) If the current registered agent is to be changed, the name of
its new registered agent and the new agent's consent, either on the
statement or attached to it in the manner and form as the secretary of
state may prescribe, to the appointment; and (d) That, after the change or changes are made, the street
addresses of its registered office and the business office of its
registered agent will be identical)) in accordance with section 1407 of
this act. (2) ((If)) A registered agent ((changes the street address of the
agent's business office, the registered agent may change the street
address of the registered office of any foreign corporation for which
the agent is the registered agent by notifying the corporation of the
change either (a) in a record or (b) if the corporation has designated
an address, location, or system to which the notices may be
electronically transmitted and the registered agent electronically
transmits the notice to the corporation at the designated address,
location, or system, in an electronically transmitted record, and
delivering to the secretary of state for filing a statement of change
that complies with the requirements of subsection (1) of this section
and recites that the corporation has been notified of the change)) of
a foreign corporation may change its information on file with the
secretary of state in accordance with section 1408 or 1409 of this act.
Sec.
RCW 23B.15.090 and 1989 c 165 s 177 are each amended to
read as follows:
(((1))) The registered agent of a foreign corporation may resign as
agent by signing and delivering to the secretary of state for filing a
statement of resignation((. The statement of resignation may include
a statement that the registered office is also discontinued. (2) After filing the statement, the secretary of state shall mail
a copy of the statement to the foreign corporation at its principal
office address shown in its most recent annual report, or in the
application for certificate of authority if no annual report has been
filed. (3) The agency appointment is terminated, and the registered office
discontinued if so provided, on the thirtyfirst day after the date on
which the statement was filed)) in accordance with section 1410 of this
act.
Sec.
RCW 23B.15.100 and 1989 c 165 s 178 are each amended to
read as follows:
(((1) The registered agent appointed by a foreign corporation
authorized to transact business in this state shall be an agent of such
corporation upon whom)) Service of any process, notice, or demand
required or permitted by law to be served upon the foreign corporation
may be ((served. (2) The secretary of state shall be an agent of a foreign
corporation upon whom any process, notice, or demand may be served, if: (a) The corporation is authorized to transact business in this
state, and it fails to appoint or maintain a registered agent in this
state, or its registered agent cannot with reasonable diligence be
found at the registered office; (b) The corporation's authority to transact business in this state
has been revoked under RCW 23B.15.310; or (c) The corporation has been authorized to transact business in
this state and has withdrawn under RCW 23B.15.200. (3) Service on the secretary of state of any such process, notice,
or demand shall be made by delivering to and leaving with the secretary
of state, or with any duly authorized clerk of the corporation
department of the secretary of state's office, the process, notice, or
demand. In the event any such process, notice, or demand is served on
the secretary of state, the secretary of state shall immediately cause
a copy thereof to be forwarded by certified mail, addressed to the
secretary of the corporation at its principal office as shown on the
records of the secretary of state. Any service so had on the secretary
of state shall be returnable in not less than thirty days. (4) The secretary of state shall keep a record of all processes,
notices, and demands served upon the secretary of state under this
section, and shall record therein the time of such service and the
secretary of state's action with reference thereto. (5) This section does not limit or affect the right to serve any
process, notice, or demand, required or permitted by law to be served
upon a corporation in any other manner now or hereafter permitted by
law)) made in accordance with section 1412 of this act.
Sec.
RCW 23B.15.200 and 1989 c 165 s 179 are each amended to
read as follows:
(((1))) A foreign corporation ((authorized)) registered to transact
business in this state may not withdraw from this state until it
((obtains a certificate)) delivers a statement of withdrawal ((from))
to the secretary of state((. (2) A foreign corporation authorized to transact business in this
state may apply for a certificate of withdrawal by delivering an
application to the secretary of state for filing. The application must
be accompanied by a copy of a revenue clearance certificate issued
pursuant to RCW 82.32.260, and must set forth: (a) The name of the foreign corporation and the name of the state
or country under whose law it is incorporated; (b) That it is not transacting business in this state and that it
surrenders its authority to transact business in this state; (c) That it revokes the authority of its registered agent to accept
service on its behalf and appoints the secretary of state as its agent
for service of process in any proceeding based on a cause of action
arising during the time it was authorized to transact business in this
state; (d) A mailing address to which the secretary of state may mail a
copy of any process served on the secretary of state under (c) of this
subsection; and (e) A commitment to notify the secretary of state in the future of
any change in its mailing address. (3) After the withdrawal of the corporation is effective, service
of process on the secretary of state under RCW 23B.15.100 is service on
the foreign corporation)) for filing in accordance with section 1507 of
this act.
Sec.
RCW 23B.15.300 and 1991 c 72 s 39 are each amended to
read as follows:
The secretary of state may ((revoke the certificate of authority))
terminate the registration of a registered foreign corporation
((authorized to transact business in this state if: (1) The foreign corporation does not deliver its completed initial
report or annual report to the secretary of state when it is due; (2) The foreign corporation does not pay any license fees or
penalties, imposed by this title, when they become due; (3) The foreign corporation is without a registered agent or
registered office in this state; (4) The foreign corporation does not inform the secretary of state
under RCW 23B.15.080 or 23B.15.090 that its registered agent or
registered office has changed, that its registered agent has resigned,
or that its registered office has been discontinued; (5) An incorporator, director, officer, or agent of the foreign
corporation signed a document knowing it was false in any material
respect with intent that the document be delivered to the secretary of
state for filing; or (6) The secretary of state receives a duly authenticated
certificate from the secretary of state or other official having
custody of corporate records in the state or country under whose law
the foreign corporation is incorporated stating that it has been
dissolved or disappeared as the result of a merger)) under the
circumstances specified in section 1511 of this act.
Sec.
RCW 23B.15.310 and 1989 c 165 s 181 are each amended to
read as follows:
(((1) If the secretary of state determines that one or more grounds
exist under RCW 23B.15.300 for revocation of a certificate of
authority, the secretary of state shall give the foreign corporation
written notice of the determination by firstclass mail, postage
prepaid. (2) If the foreign corporation does not correct each ground for
revocation or demonstrate to the reasonable satisfaction of the
secretary of state that each ground determined by the secretary of
state does not exist within sixty days after notice is effective, the
secretary of state shall revoke the foreign corporation's certificate
of authority by signing a certificate of revocation that recites the
ground or grounds for revocation and its effective date. The secretary
of state shall file the original of the certificate and mail a copy to
the foreign corporation. (3) The authority of a foreign corporation to transact business in
this state ceases on the date shown on the certificate revoking its
certificate of authority. (4) The secretary of state's revocation of a foreign corporation's
certificate of authority appoints the secretary of state the foreign
corporation's agent for service of process in any proceeding based on
a cause of action which arose during the time the foreign corporation
was authorized to transact business in this state. Service of process
on the secretary of state under RCW 23B.15.100 is service on the
foreign corporation. (5) Revocation of a foreign corporation's certificate of authority
does not terminate the authority of the registered agent of the
corporation)) The secretary of state may terminate the registration of
a registered foreign corporation under the procedures specified in
section 1511 of this act.
Sec.
RCW 23B.16.010 and 2009 c 189 s 54 are each amended to
read as follows:
(1) A corporation shall keep as permanent records minutes of all
meetings of its shareholders and board of directors, a record of all
corporate actions approved by the shareholders or board of directors by
executed consent without a meeting, and a record of all corporate
actions approved by a committee of the board of directors exercising
the authority of the board of directors on behalf of the corporation. (2) A corporation shall maintain appropriate accounting records. (3) A corporation or its agent shall maintain a record of its
shareholders, in a form that permits preparation of a list of the names
and addresses of all shareholders, in alphabetical order by class of
shares showing the number and class of shares held by each. (4) A corporation shall maintain its records in written form or in
another form capable of conversion into written form within a
reasonable time. (5) A corporation shall keep a copy of the following records at its
principal office: (a) Its articles or restated articles of incorporation and all
amendments to them currently in effect; (b) Its bylaws or restated bylaws and all amendments to them
currently in effect; (c) The minutes of all shareholders' meetings, and records of all
corporate actions approved by shareholders without a meeting, for the
past three years; (d) The financial statements described in RCW 23B.16.200(1), for
the past three years; (e) All communications in the form of a record to shareholders
generally within the past three years; (f) A list of the names and business addresses of its current
directors and officers; and (g) Its initial report or most recent annual report delivered to
the secretary of state under ((RCW 23B.16.220)) section 1213 of this
act.
Sec.
RCW 23B.16.220 and 2001 c 307 s 1 are each amended to
read as follows:
(((1))) Each domestic corporation, and each foreign corporation
((authorized)) registered to transact business in this state, shall
deliver to the secretary of state for filing initial and annual reports
((that set forth: (a) The name of the corporation and the state or country under
whose law it is incorporated; (b) The street address of its registered office and the name of its
registered agent at that office in this state; (c) In the case of a foreign corporation, the address of its
principal office in the state or country under the laws of which it is
incorporated; (d) The address of the principal place of business of the
corporation in this state; (e) The names and addresses of its directors, if the corporation
has dispensed with or limited the authority of its board of directors
pursuant to RCW 23B.08.010, in an agreement authorized under RCW
23B.07.320, or analogous authority, the names and addresses of persons
who will perform some or all of the duties of the board of directors; (f) A brief description of the nature of its business; and (g) The names and addresses of its chairperson of the board of
directors, if any, president, secretary, and treasurer, or of
individuals, however designated, performing the functions of such
officers. (2) Information in an initial report or an annual report must be
current as of the date the report is executed on behalf of the
corporation. (3) A corporation's initial report must be delivered to the
secretary of state within one hundred twenty days of the date on which
the articles of incorporation for a domestic corporation were filed, or
on which a foreign corporation's certificate of authority was filed.
Subsequent annual reports must be delivered to the secretary of state
on, or prior to, the date on which the domestic or foreign corporation
is required to pay its annual corporate license fee, and at such
additional times as the corporation elects. (4)(a) The secretary of state may allow a corporation to file an
annual report through electronic means. If allowed, the secretary of
state shall adopt rules detailing the circumstances under which the
electronic filing of such reports shall be permitted and how such
reports may be filed. (b) For purposes of this section only, a person executing an
electronically filed annual report may deliver the report to the office
of the secretary of state without a signature and without an exact or
conformed copy, but the person's name must appear in the electronic
filing as the person executing the filing, and the filing must state
the capacity in which the person is executing the filing)) in
accordance with section 1213 of this act.
Sec.
RCW 23B.18.020 and 1989 c 165 s 192 are each amended to
read as follows:
Such nonadmitted organizations shall have the right to foreclose
such mortgages under the laws of this state or to receive voluntary
conveyance in lieu of foreclosure, and in the course of such
foreclosure or of such receipt of conveyance in lieu of foreclosure, to
acquire the mortgaged property, and to hold and own such property and
to dispose thereof. Such nonadmitted organizations however, shall not
be allowed to hold, own, and operate said property for a period
exceeding five years. In the event said nonadmitted organizations do
hold, own, and operate said property for a period in excess of five
years, it shall be forthwith required to appoint an agent as required
by RCW 23B.15.070 and part I, Article 4 of this act for foreign
corporations doing business in this state.
Sec.
RCW 23B.18.030 and 1989 c 165 s 193 are each amended to
read as follows:
The activities authorized by RCW 23B.18.010 and 23B.18.020 by such
nonadmitted organizations shall not constitute "transacting business"
within the meaning of chapter 23B.15 RCW or part I, Article 5 of this
act.
Sec.
RCW 23B.18.040 and 1989 c 165 s 194 are each amended to
read as follows:
In any action in law or equity commenced by the obligor or
obligors, it, his, her, or their assignee or assignees against the said
nonadmitted organizations on the said notes secured by said real estate
mortgages purchased by said nonadmitted organizations, service of all
legal process may be ((had by serving the secretary of state of the
state of Washington)) made in accordance with section 1412 of this act.
Sec.
RCW 23B.19.020 and 1996 c 155 s 1 are each amended to
read as follows:
The definitions in this section apply throughout this chapter. (1) "Acquiring person" means a person or group of persons, other
than the target corporation or a subsidiary of the target corporation,
who beneficially owns ten percent or more of the outstanding voting
shares of the target corporation. The term "acquiring person" does not
include a person who (a) beneficially owned ten percent or more of the
outstanding voting shares of the target corporation on March 23, 1988;
(b) acquires its shares by gift, inheritance, or in a transaction in
which no consideration is exchanged; (c) exceeds the ten percent
threshold as a result of action taken solely by the target corporation,
such as redemption of shares, unless that person, by its own action,
acquires additional shares of the target corporation; (d) beneficially
was the owner of ten percent or more of the outstanding voting shares
prior to the time the target corporation had a class of voting shares
registered with the securities and exchange commission pursuant to
section 12 or 15 of the exchange act; or (e) beneficially was the owner
of ten percent or more of the outstanding voting shares prior to the
time the target corporation amended its articles of incorporation to
provide that the corporation shall be subject to the provisions of this
chapter. An agent, bank, broker, nominee, or trustee for another
person, if the other person is not an acquiring person, who acts in
good faith and not for the purpose of circumventing this chapter, is
not an acquiring person. For the purpose of determining whether a
person is an acquiring person, the number of voting shares of the
target corporation that are outstanding shall include shares
beneficially owned by the person through application of subsection (4)
of this section, but shall not include any other unissued voting shares
of the target corporation which may be issuable pursuant to any
agreement, arrangement, or understanding; or upon exercise of
conversion rights, warrants, or options; or otherwise. (2) "Affiliate" means a person who directly or indirectly controls,
or is controlled by, or is under common control with, a person. (3) "Announcement date," when used in reference to any significant
business transaction, means the date of the first public announcement
of the final, definitive proposal for such a significant business
transaction. (4) "Associate" means (a) a domestic or foreign corporation or
organization of which a person is an officer, director, member, or
partner or in which a person performs a similar function; (b) a direct
or indirect beneficial owner of ten percent or more of any class of
equity securities of a person; (c) a trust or estate in which a person
has a beneficial interest or as to which a person serves as trustee or
in a similar fiduciary capacity; and (d) the spouse or a parent or
sibling of a person or a child, grandchild, sibling, parent, or spouse
of any thereof, of a person or an individual having the same home as a
person. (5) "Beneficial ownership," when used with respect to any shares,
means ownership by a person: (a) Who, individually or with or through any of its affiliates or
associates, beneficially owns such shares, directly or indirectly; or (b) Who, individually or with or through any of its affiliates or
associates, has (i) the right to acquire the shares, whether the right
is exercisable immediately or only after the passage of time, pursuant
to any agreement, arrangement, or understanding, whether or not in
writing, or upon the exercise of conversion rights, exchange rights,
warrants or options, or otherwise. A person is not the beneficial
owner of shares tendered pursuant to a tender or exchange offer made by
the person or any of the person's affiliates or associates until the
tendered shares are accepted for purchase or exchange; or (ii) the
right to vote the shares pursuant to any agreement, arrangement, or
understanding, whether or not in writing. A person is not the
beneficial owner of any shares under (b)(ii) of this subsection if the
agreement, arrangement, or understanding to vote the shares arises
solely from a revocable proxy or consent given in response to a proxy
or consent solicitation made in accordance with the applicable rules
and regulations under the exchange act and is not then reportable on
schedule 13D under the exchange act, or any comparable or successor
report; or (c) Who has any agreement, arrangement, or understanding, whether
or not in writing, for the purpose of acquiring, holding, voting,
except voting pursuant to a revocable proxy or consent as described in
(b)(ii) of this subsection, or disposing of the shares with any other
person who beneficially owns, or whose affiliates or associates
beneficially own, directly or indirectly, the shares. (6) "Common shares" means any shares other than preferred shares. (7) "Consummation date," with respect to any significant business
transaction, means the date of consummation of such a significant
business transaction, or, in the case of a significant business
transaction as to which a shareholder vote is taken, the later of the
business day prior to the vote or twenty days prior to the date of
consummation of such a significant business transaction. (8) "Control," "controlling," "controlled by," and "under common
control with," means the possession, directly or indirectly, of the
power to direct or cause the direction of the management and policies
of a person, whether through the ownership of voting shares, by
contract, or otherwise. A person's beneficial ownership of ten percent
or more of a domestic or foreign corporation's outstanding voting
shares shall create a rebuttable presumption that such person has
control of such corporation. However, a person does not have control
of a domestic or foreign corporation if the person holds voting shares,
in good faith and not for the purpose of circumventing this chapter, as
an agent, bank, broker, nominee, custodian, or trustee for one or more
beneficial owners who do not individually or as a group have control of
such corporation. (9) "Domestic corporation" means an issuer of voting shares which
is organized under chapter 23B.02 RCW or any predecessor provision. (10) "Exchange act" means the federal securities exchange act of
1934, as amended. (11) "Market value," in the case of property other than cash or
shares, means the fair market value of the property on the date in
question as determined by the board of directors of the target
corporation in good faith. (12) "Person" means an individual, domestic or foreign corporation,
partnership, trust, unincorporated association, or other entity; an
affiliate or associate of any such person; or any two or more persons
acting as a partnership, syndicate, or other group for the purpose of
acquiring, holding, or dispersing of securities of a domestic or
foreign corporation. (13) "Preferred shares" means any class or series of shares of a
target corporation which under the bylaws or articles of incorporation
of such a corporation is entitled to receive payment of dividends prior
to any payment of dividends on some other class or series of shares, or
is entitled in the event of any voluntary liquidation, dissolution, or
winding up of the target corporation to receive payment or distribution
of a preferential amount before any payments or distributions are
received by some other class or series of shares. (14) "Shares" means any: (a) Shares or similar security, any certificate of interest, any
participation in any profit sharing agreement, any voting trust
certificate, or any certificate of deposit for shares; and (b) Security convertible, with or without consideration, into
shares, or any warrant, call, or other option or privilege of buying
shares without being bound to do so, or any other security carrying any
right to acquire, subscribe to, or purchase shares. (15) "Significant business transaction" means: (a) A merger, share exchange, or consolidation of a target
corporation or a subsidiary of a target corporation with (i) an
acquiring person, or (ii) any other domestic or foreign corporation
which is, or after the merger, share exchange, or consolidation would
be, an affiliate or associate of the acquiring person; (b) A sale, lease, exchange, mortgage, pledge, transfer, or other
disposition or encumbrance, whether in one transaction or a series of
transactions, to or with an acquiring person or an affiliate or
associate of an acquiring person of assets of a target corporation or
a subsidiary of a target corporation (i) having an aggregate market
value equal to five percent or more of the aggregate market value of
all the assets, determined on a consolidated basis, of the target
corporation, (ii) having an aggregate market value equal to five
percent or more of the aggregate market value of all the outstanding
shares of the target corporation, or (iii) representing five percent or
more of the earning power or net income, determined on a consolidated
basis, of the target corporation; (c) The termination, while the corporation has an acquiring person
and as a result of the acquiring person's acquisition of ten percent or
more of the shares of the corporation, of five percent or more of the
employees of the target corporation or its subsidiaries employed in
this state, whether at one time or over the fiveyear period following
the share acquisition time. For the purposes of (c) of this
subsection, a termination other than an employee's death or disability
or bona fide voluntary retirement, transfer, resignation, termination
for cause under applicable common law principles, or leave of absence
shall be presumed to be a termination resulting from the acquiring
person's acquisition of shares, which presumption is rebuttable. A
bona fide voluntary transfer of employees between the target
corporation and its subsidiaries or between its subsidiaries is not a
termination for the purposes of (c) of this subsection; (d) The issuance, transfer, or redemption by a target corporation
or a subsidiary of a target corporation, whether in one transaction or
a series of transactions, of shares or of options, warrants, or rights
to acquire shares of a target corporation or a subsidiary of a target
corporation to or beneficially owned by an acquiring person or an
affiliate or associate of an acquiring person except pursuant to the
exercise of warrants or rights to purchase shares offered, or a
dividend, distribution, or redemption paid or made pro rata to, all
shareholders or holders of options, warrants, or rights to acquire
shares of the target corporation, and except for involuntary
redemptions permitted by the target corporation's charter or by the law
of this state or the state of incorporation; (e) The liquidation or dissolution of a target corporation proposed
by, or pursuant to an agreement, arrangement, or understanding, whether
or not in writing, with an acquiring person or an affiliate or
associate of an acquiring person; (f) A reclassification of securities, including, without
limitation, any shares split, shares dividend, or other distribution of
shares in respect of stock, or any reverse shares split, or
recapitalization of a target corporation, or a merger or consolidation
of a target corporation with a subsidiary of the target corporation, or
any other transaction, whether or not with or into or otherwise
involving an acquiring person, proposed by, or pursuant to an
agreement, arrangement, or understanding, whether or not in writing,
with an acquiring person or an affiliate or associate of an acquiring
person, that has the effect, directly or indirectly, of increasing the
proportionate share of the outstanding shares of a class or series of
voting shares or securities convertible into voting shares of a target
corporation or a subsidiary of the target corporation that is directly
or indirectly owned by an acquiring person or an affiliate or associate
of an acquiring person, except as a result of immaterial changes due to
fractional share adjustments; or (g) A receipt by an acquiring person or an affiliate or associate
of an acquiring person of the benefit, directly or indirectly, except
proportionately as a shareholder of a target corporation, of loans,
advances, guarantees, pledges, or other financial assistance or tax
credits or other tax advantages provided by or through a target
corporation. (16) "Share acquisition time" means the time at which a person
first becomes an acquiring person of a target corporation. (17) "Subsidiary" means a domestic or foreign corporation that has
a majority of its outstanding voting shares owned, directly or
indirectly, by another domestic or foreign corporation. (18) "Tangible assets" means tangible real and personal property of
all kinds. It shall also include leasehold interests in tangible real
and personal property. (19) "Target corporation" means: (a) Every domestic corporation, if: (i) The corporation has a class of voting shares registered with
the securities and exchange commission pursuant to section 12 or 15 of
the exchange act; or (ii) The corporation's articles of incorporation have been amended
to provide that such a corporation shall be subject to the provisions
of this chapter, if the corporation did not have a class of voting
shares registered with the securities and exchange commission pursuant
to section 12 or 15 of the exchange act on the effective date of that
amendment; and (b) Every foreign corporation required to ((have a certificate of
authority)) register to transact business in this state pursuant to
chapter 23B.15 RCW and part I, Article 5 of this act, if: (i) The corporation has a class of voting shares registered with
the securities and exchange commission pursuant to section 12 or 15 of
the exchange act; (ii) The corporation's principal executive office is located in the
state; (iii) The corporation has: (A) More than ten percent of its
shareholders of record resident in the state; or (B) more than ten
percent of its shares owned of record by state residents; or (C) one
thousand or more shareholders of record resident in the state; (iv) A majority of the corporation's employees, together with those
of its subsidiaries, are residents of the state or the corporation,
together with its subsidiaries, employs more than one thousand
residents of the state; and (v) A majority of the corporation's tangible assets, together with
those of its subsidiaries, measured by market value, are located in the
state or the corporation, together with its subsidiaries, has more than
fifty million dollars' worth of tangible assets located in the state. For purposes of this subsection, the record date for determining
the percentages and numbers of shareholders and shares shall be the
last shareholder record date before the event requiring that the
determination be made. A shareholder record date shall be determined
pursuant to the comparable provision to RCW 23B.07.070 of the law of
the state in which a foreign corporation is incorporated. If a
shareholder record date has not been fixed by the board of directors
within the preceding four months, the determination shall be made as of
the end of the corporation's most recent fiscal quarter. The residence of each shareholder is presumed to be the address
appearing in the records of the corporation. Shares held of record by
brokers or nominees shall be disregarded for purposes of calculating
the percentages and numbers specified in this subsection. Shares of a
corporation allocated to the account of an employee or former employee
or beneficiaries of employees or former employees of a corporation and
held in a plan that is qualified under section 401(a) of the federal
internal revenue code of 1986, as amended, and is a defined
contribution plan within the meaning of section 414(i) of the code
shall be deemed, for the purposes of this subsection, to be held of
record by the employee to whose account such shares are allocated. A domestic or foreign corporation shall be deemed to be a target
corporation if the domestic or foreign corporation's failure to satisfy
the requirements of this subsection is caused by the action of, or is
the result of a proposal by, an acquiring person or affiliate or
associate of an acquiring person. (20) "Voting shares" means shares of a corporation entitled to vote
generally in the election of directors.
Sec.
RCW 23B.01.400 and 2012 c 215 s 17 are each amended to
read as follows:
Unless the context clearly requires otherwise, the definitions in
this section apply throughout this title. (1) "Articles of incorporation" include amended and restated
articles of incorporation and articles of merger. (2) "Authorized shares" means the shares of all classes a domestic
or foreign corporation is authorized to issue. (3) "Conspicuous" means so prepared that a reasonable person
against whom the record is to operate should have noticed it. For
example, printing in italics or boldface or contrasting color, or
typing in capitals or underlined, is conspicuous. (4) "Corporate action" means any resolution, act, policy, contract,
transaction, plan, adoption or amendment of articles of incorporation
or bylaws, or other matter approved by or submitted for approval to a
corporation's incorporators, board of directors or a committee thereof,
or shareholders. (5) "Corporation" or "domestic corporation" means a corporation for
profit, including a social purpose corporation, which is not a foreign
corporation, incorporated under or subject to the provisions of this
title. (6) "Deliver" includes (a) mailing, (b) for purposes of delivering
a demand, consent, notice, or waiver to the corporation or one of its
officers, directors, or shareholders, transmission by facsimile
equipment, and (c) for purposes of delivering a demand, consent,
notice, or waiver to the corporation or one of its officers, directors,
or shareholders under RCW 23B.01.410 or chapter 23B.07, 23B.08, 23B.11,
23B.13, 23B.14, or 23B.16 RCW delivery by electronic transmission. (7) "Distribution" means a direct or indirect transfer of money or
other property, except its own shares, or incurrence of indebtedness by
a corporation to or for the benefit of its shareholders in respect to
any of its shares. A distribution may be in the form of a declaration
or payment of a dividend; a distribution in partial or complete
liquidation, or upon voluntary or involuntary dissolution; a purchase,
redemption, or other acquisition of shares; a distribution of
indebtedness; or otherwise. (8) "Effective date of notice" has the meaning provided in RCW
23B.01.410. (9) "Electronic transmission" means an electronic communication (a)
not directly involving the physical transfer of a record in a tangible
medium and (b) that may be retained, retrieved, and reviewed by the
sender and the recipient thereof, and that may be directly reproduced
in a tangible medium by such a sender and recipient. (10) "Electronically transmitted" means the initiation of an
electronic transmission. (11) "Employee" includes an officer but not a director. A director
may accept duties that make the director also an employee. (12) "Entity" includes a corporation and foreign corporation, notforprofit corporation, business trust, estate, trust, partnership,
limited liability company, association, joint venture, two or more
persons having a joint or common economic interest, the state, United
States, and a foreign governmental subdivision, agency, or
instrumentality, or any other legal or commercial entity. (13) "Execute," "executes," or "executed" means (a) signed with
respect to a written record or (b) electronically transmitted along
with sufficient information to determine the sender's identity with
respect to an electronic transmission, or (c) with respect to a record
to be filed with the secretary of state, in compliance with the
standards for filing with the office of the secretary of state as
prescribed by the secretary of state. (14) "Foreign corporation" means a corporation for profit
incorporated under a law other than the law of this state. (15) "Foreign limited partnership" means a partnership formed under
laws other than of this state and having as partners one or more
general partners and one or more limited partners. (16) "General social purpose" means the general social purpose for
which a social purpose corporation is organized as set forth in the
articles of incorporation of the corporation in accordance with RCW
23B.25.040(1)(c). (17) "Governmental subdivision" includes authority, county,
district, and municipality. (18) "Includes" denotes a partial definition. (19) "Individual" includes the estate of an incompetent or deceased
individual. (20) "Limited partnership" or "domestic limited partnership" means
a partnership formed by two or more persons under the laws of this
state and having one or more general partners and one or more limited
partners. (21) "Means" denotes an exhaustive definition. (22) "Notice" has the meaning provided in RCW 23B.01.410. (23) "Person" means an individual, corporation, business trust,
estate, trust, partnership, limited liability company, association,
joint venture, government, governmental subdivision, agency, or
instrumentality, or any other legal or commercial entity. (24) "Principal office" means the office, in or out of this state,
so designated in the annual report where the principal executive
offices of a domestic or foreign corporation are located. (25) "Proceeding" includes civil suit and criminal, administrative,
and investigatory action. (26) "Public company" means a corporation that has a class of
shares registered with the federal securities and exchange commission
pursuant to section 12 or 15 of the securities exchange act of 1934, or
section 8 of the investment company act of 1940, or any successor
statute. (27) "Record" means information inscribed on a tangible medium or
contained in an electronic transmission. (28) "Record date" means the date established under chapter 23B.07
RCW on which a corporation determines the identity of its shareholders
and their shareholdings for purposes of this title. The determinations
shall be made as of the close of business on the record date unless
another time for doing so is specified when the record date is fixed. (29) "Secretary" means the corporate officer to whom the board of
directors has delegated responsibility under RCW 23B.08.400(3) for
custody of the minutes of the meetings of the board of directors and of
the shareholders and for authenticating records of the corporation. (30) "Shares" means the units into which the proprietary interests
in a corporation are divided. (31) "Shareholder" means the person in whose name shares are
registered in the records of a corporation or the beneficial owner of
shares to the extent of the rights granted by a nominee certificate on
file with a corporation. (32) "Social purpose" includes any general social purpose and any
specific social purpose. (33) "Social purpose corporation" means a corporation that has
elected to be governed as a social purpose corporation under chapter
23B.25 RCW. (34) "Specific social purpose" means the specific social purpose or
purposes for which a social purpose corporation is organized as set
forth in the articles of incorporation of the corporation in accordance
with RCW 23B.25.040(2)(a). (35) "State," when referring to a part of the United States,
includes a state and commonwealth, and their agencies and governmental
subdivisions, and a territory and insular possession, and their
agencies and governmental subdivisions, of the United States. (36) "Subscriber" means a person who subscribes for shares in a
corporation, whether before or after incorporation. (37) "Tangible medium" means a writing, copy of a writing, or
facsimile, or a physical reproduction, each on paper or on other
tangible material. (38) "United States" includes a district, authority, bureau,
commission, department, and any other agency of the United States. (39) "Voting group" means all shares of one or more classes or
series that under the articles of incorporation or this title are
entitled to vote and be counted together collectively on a matter at a
meeting of shareholders. All shares entitled by the articles of
incorporation or this title to vote generally on the matter are for
that purpose a single voting group. (40) "Writing" does not include an electronic transmission. (41) "Written" means embodied in a tangible medium. (42) "Registered office" means the principal office indicated in
the corporation's most recent annual report, or if the principal office
is not located within this state, the office of the corporation's
registered agent.
Sec.
RCW 23B.07.200 and 2009 c 189 s 17 are each amended to
read as follows:
(1) After fixing a record date for a meeting, a corporation shall
prepare an alphabetical list of the names of all its shareholders on
the record date who are entitled to notice of a shareholders' meeting.
The list must be arranged by voting group, and within each voting group
by class or series of shares, and show the address of and number of
shares held by each shareholder. (2) The shareholders' list must be available for inspection by any
shareholder, beginning ten days prior to the meeting and continuing
through the meeting, at the corporation's principal office or at a
place identified in the meeting notice in the city where the meeting
will be held. A shareholder, the shareholder's agent, or the
shareholder's attorney is entitled to inspect the list, during regular
business hours and at the shareholder's expense, during the period it
is available for inspection. (3) The corporation shall make the shareholders' list available at
the meeting, and any shareholder, the shareholder's agent, or the
shareholder's attorney is entitled to inspect the list at any time
during the meeting or any adjournment. (4) If the corporation refuses to allow a shareholder, the
shareholder's agent, or the shareholder's attorney to inspect the
shareholders' list before or at the meeting, the superior court of the
county where a corporation's ((principal office, or, if none in this
state, its)) registered office((,)) is located, on application of the
shareholder, may summarily order the inspection at the corporation's
expense and may postpone the meeting for which the list was prepared
until the inspection is complete. (5) A shareholder's right to copy the shareholders' list, and a
shareholder's right to otherwise inspect and copy the record of
shareholders, is governed by RCW 23B.16.020(3). (6) Refusal or failure to prepare or make available the
shareholders' list does not affect the validity of corporate action
approved at the meeting.
Sec.
RCW 23B.08.090 and 1989 c 165 s 88 are each amended to
read as follows:
(1) The superior court of the county where a corporation's
((principal office, or, if none in this state, its)) registered
office((,)) is located may remove a director of the corporation from
office in a proceeding commenced either by the corporation or by its
shareholders holding at least ten percent of the outstanding shares of
any class if the court finds that (a) the director engaged in
fraudulent or dishonest conduct with respect to the corporation, and
(b) removal is in the best interest of the corporation. (2) The court that removes a director may bar the director from
reelection for a period prescribed by the court. (3) If shareholders commence a proceeding under subsection (1) of
this section, they shall make the corporation a party defendant.
Sec.
RCW 23B.13.300 and 1989 c 165 s 152 are each amended to
read as follows:
(1) If a demand for payment under RCW 23B.13.280 remains unsettled,
the corporation shall commence a proceeding within sixty days after
receiving the payment demand and petition the court to determine the
fair value of the shares and accrued interest. If the corporation does
not commence the proceeding within the sixtyday period, it shall pay
each dissenter whose demand remains unsettled the amount demanded. (2) The corporation shall commence the proceeding in the superior
court of the county where a corporation's ((principal office, or, if
none in this state, its)) registered office((,)) is located. If the
corporation is a foreign corporation without a registered office in
this state, it shall commence the proceeding in the county in this
state where the registered office of the domestic corporation merged
with or whose shares were acquired by the foreign corporation was
located. (3) The corporation shall make all dissenters, whether or not
residents of this state, whose demands remain unsettled, parties to the
proceeding as in an action against their shares and all parties must be
served with a copy of the petition. Nonresidents may be served by
registered or certified mail or by publication as provided by law. (4) The corporation may join as a party to the proceeding any
shareholder who claims to be a dissenter but who has not, in the
opinion of the corporation, complied with the provisions of this
chapter. If the court determines that such shareholder has not
complied with the provisions of this chapter, the shareholder shall be
dismissed as a party. (5) The jurisdiction of the court in which the proceeding is
commenced under subsection (2) of this section is plenary and
exclusive. The court may appoint one or more persons as appraisers to
receive evidence and recommend decision on the question of fair value.
The appraisers have the powers described in the order appointing them,
or in any amendment to it. The dissenters are entitled to the same
discovery rights as parties in other civil proceedings. (6) Each dissenter made a party to the proceeding is entitled to
judgment (a) for the amount, if any, by which the court finds the fair
value of the dissenter's shares, plus interest, exceeds the amount paid
by the corporation, or (b) for the fair value, plus accrued interest,
of the dissenter's afteracquired shares for which the corporation
elected to withhold payment under RCW 23B.13.270.
Sec.
RCW 23B.14.030 and 2009 c 189 s 51 are each amended to
read as follows:
(1) At any time after dissolution is authorized under RCW
23B.14.010 or 23B.14.020, the corporation may dissolve by delivering to
the secretary of state for filing: (a) A copy of a revenue clearance certificate issued pursuant to
RCW 82.32.260; and (b) Articles of dissolution setting forth: (i) The name of the corporation; (ii) The date dissolution was approved; and (iii) A statement that dissolution was duly approved by the initial
directors, the incorporators, or the board of directors in accordance
with RCW 23B.14.010, or was duly proposed by the board of directors and
approved by the shareholders in accordance with RCW 23B.14.020. (2) A corporation is dissolved upon the effective date of its
articles of dissolution. (3) A dissolved corporation shall, within thirty days after the
effective date of its articles of dissolution, publish notice of its
dissolution and request that persons with claims against the dissolved
corporation present them in accordance with the notice. The notice
must be published once a week for three consecutive weeks in a
newspaper of general circulation in the county where the dissolved
corporation's ((principal office (or, if none in this state, its))
registered office(())) is or was last located. The notice must also
describe the information that must be included in a claim, provide a
mailing address where a claim may be sent, and state that claims
against the dissolved corporation may be barred in accordance with the
provisions of this chapter if not timely asserted. A dissolved
corporation's failure to publish notice in accordance with this
subsection does not affect the validity or the effective date of its
dissolution. (4) For purposes of this chapter, "dissolved corporation" means a
corporation whose dissolution has been approved in accordance with RCW
23B.14.010 or 23B.14.020 and whose articles of dissolution have become
effective, and includes any trust or other successor entity to which
the remaining assets of such a corporation are transferred subject to
its liabilities for purposes of liquidation in accordance with RCW
23B.14.050.
Sec.
RCW 23B.14.065 and 2006 c 52 s 10 are each amended to
read as follows:
(1) A dissolved corporation that has published notice of its
dissolution in accordance with RCW 23B.14.030(3) may file an
application, with the superior court of the county where its
((principal office or, if none in this state, its)) registered office
is located, for a determination of: (a) The amount and form of reasonable provision to be made for the
satisfaction of any one or more claims or liabilities, known or
unknown, arising in tort or by contract, statute or otherwise, matured
or unmatured, contingent or conditional, that have arisen or are
reasonably likely to arise prior to expiration of the survival period
specified in RCW 23B.14.340; or (b) Whether the provision made or proposed to be made by the board
of directors for the satisfaction of any one or more claims or
liabilities is reasonable. Any determination under this subsection is conclusive for purposes
of determining the legality of any subsequent distributions under RCW
23B.06.400 and 23B.14.050(3). (2) Within ten days after filing the application, the dissolved
corporation shall give written notice of the judicial proceeding to
each person to whom written notice has been given pursuant to RCW
23B.14.060 and each other person whose claim or potential claim,
identity, and mailing address are known to the dissolved corporation.
However, written notice of the judicial proceeding need not be given to
any person whose claim or potential claim is not sought to be
determined under the application filed by the dissolved corporation. (3) The superior court may appoint a guardian ad litem to represent
all persons whose claims or potential claims are sought to be
determined in the judicial proceeding but whose identities or mailing
addresses are not known to the dissolved corporation. The reasonable
fees and expenses of the guardian, including all reasonable expert
witness fees, shall be paid by the dissolved corporation. (4) Provision by the dissolved corporation for satisfaction of
claims or potential claims in the amount and form ordered by the
superior court shall satisfy the dissolved corporation's obligations
with respect to those claims or potential claims, and any further or
greater claims based on the same facts, dealings, or contract shall be
barred.
Sec.
RCW 23B.16.040 and 1989 c 165 s 185 are each amended to
read as follows:
(1) If a corporation does not allow a shareholder who complies with
RCW 23B.16.020(1) to inspect and copy any records required by that
subsection to be available for inspection, the superior court of the
county where the corporation's ((principal office, or, if none in this
state, its)) registered office((,)) is located may summarily order
inspection and copying of the records demanded at the corporation's
expense upon application of the shareholder. (2) If a corporation does not within a reasonable time allow a
shareholder to inspect and copy any other record, the shareholder who
complies with RCW 23B.16.020 (2) and (3) may apply to the superior
court of the county where the corporation's ((principal office, or, if
none in this state, its)) registered office((,)) is located for an
order to permit inspection and copying of the records demanded. The
court shall dispose of an application under this subsection on an
expedited basis. (3) If the court orders inspection and copying of the records
demanded, it shall also order the corporation to pay the shareholder's
costs, including reasonable counsel fees, incurred to obtain the order
unless the corporation proves that it refused inspection in good faith
because it had a reasonable basis for doubt about the right of the
shareholder to inspect the records demanded. (4) If the court orders inspection and copying of the records
demanded, it may impose reasonable restrictions on the use or
distribution of the records by the demanding shareholder.
NEW SECTION.
Sec.
The following acts or parts of acts are
each repealed: RCW 23B.01.210 (Forms) and 1991 c 72 s 25 & 1989 c 165 s 4; RCW 23B.01.260 (Judicial review of secretary of state's refusal
to file a record) and 2002 c 297 s 7 & 1989 c 165 s 9; RCW 23B.01.270 (Evidentiary effect of copy of filed record) and
2002 c 297 s 8 & 1989 c 165 s 10; (4) RCW 23B.01.500 (Domestic corporationsNotice of due date for
payment of annual license fee and filing annual report) and 2011 c 183
s 3 & 1989 c 165 s 16; (5) RCW 23B.01.510 (Foreign corporationsNotice of due date for
payment of annual license fee and filing annual report) and 2011 c 183
s 4, 1990 c 178 s 3, & 1989 c 165 s 17; (6) RCW 23B.01.530 (Domestic corporationsInactive corporation
definedAnnual license fee) and 2010 1st sp.s. c 29 s 2, 1993 c 269 s
3, & 1989 c 165 s 19; (7) RCW 23B.01.550 (Foreign corporationsAnnual license fees) and
1989 c 165 s 21; (8) RCW 23B.01.560 (License fees for reinstated corporation) and
1993 c 269 s 4 & 1989 c 165 s 22; (9) RCW 23B.01.580 (Waiver of penalty fees) and 1990 c 178 s 4 &
1989 c 165 s 24; (10) RCW 23B.14.203 (Administrative dissolution or revocation of a
certificate of authorityCorporation name not distinguishable from
name of governmental entityApplication by governmental entity) and
1997 c 12 s 1; (11) RCW 23B.15.015 (Foreign degreegranting institution branch
campusActs not deemed transacting business in state) and 1993 c 181
s 5; and (12) RCW 23B.18.050 (Service of processProcedure) and 1989 c 165
s 195.
PART III NONPROFIT CORPORATION ACT REVISIONS
Sec.
RCW 24.03.005 and 2004 c 265 s 1 are each amended to
read as follows:
As used in this chapter, unless the context otherwise requires, the
term: (1) "Corporation" or "domestic corporation" means a corporation not
for profit subject to the provisions of this chapter, except a foreign
corporation. (2) "Foreign corporation" means a corporation not for profit
organized under laws other than the laws of this state. (3) "Not for profit corporation" or "nonprofit corporation" means
a corporation no part of the income of which is distributable to its
members, directors or officers. (4) "Articles of incorporation" and "articles" mean the original
articles of incorporation and all amendments thereto, and includes
articles of merger and restated articles. (5) "Bylaws" means the code or codes of rules adopted for the
regulation or management of the affairs of the corporation irrespective
of the name or names by which such rules are designated. (6) "Member" means an individual or entity having membership rights
in a corporation in accordance with the provisions of its articles ((or
[of])) of incorporation or bylaws. (7) "Board of directors" means the group of persons vested with the
management of the affairs of the corporation irrespective of the name
by which such group is designated in the articles or bylaws. (8) "Insolvent" means inability of a corporation to pay debts as
they become due in the usual course of its affairs. (9) "Deliver" means: (a) Mailing; (b) transmission by facsimile
equipment, for purposes of delivering a demand, consent, notice, or
waiver to the corporation or one of its officers, directors, or
members; (c) electronic transmission, in accordance with the officer's,
director's, or member's consent, for purposes of delivering a demand,
consent, notice, or waiver to the corporation or one of its officers,
directors, or members under RCW 24.03.009; and (d) as prescribed by the
secretary of state for purposes of submitting a record for filing with
the secretary of state. (10) "Conforms to law" as used in connection with duties of the
secretary of state in reviewing records for filing under this chapter,
means the secretary of state has determined that the record complies as
to form with the applicable requirements of this chapter and part I,
Article 2 of this act. (11) "Effective date" means, in connection with a record filing
made by the secretary of state, the date ((which is shown by affixing
a "filed" stamp on the records. When a record is received for filing
by the secretary of state in a form which complies with the
requirements of this chapter and which would entitle the record to be
filed immediately upon receipt, but the secretary of state's approval
action occurs subsequent to the date of receipt, the secretary of
state's filing date shall relate back to the date on which the
secretary of state first received the record in acceptable form. An
applicant may request a specific effective date no more than thirty
days later than the receipt date which might otherwise be applied as
the effective date)) on which the filing becomes effective under
section 1203 of this act. (12) "Electronic transmission" means an electronic communication
(a) not directly involving the physical transfer of a record in a
tangible medium and (b) that may be retained, retrieved, and reviewed
by the sender and the recipient thereof, and that may be directly
reproduced in a tangible medium by a sender and recipient. (13) "Electronically transmitted" means the initiation of an
electronic transmission. (14) "Execute," "executes," or "executed" means (a) signed, with
respect to a written record or (b) electronically transmitted along
with sufficient information to determine the sender's identity, with
respect to an electronic transmission, or (c) filed in compliance with
the standards for filing with the office of the secretary of state as
prescribed by the secretary of state, with respect to a record to be
filed with the secretary of state. (15) "Executed by an officer of the corporation," or words of
similar import, means that any record executed by such person shall be
and is executed by that person under penalties of perjury and in an
official and authorized capacity on behalf of the corporation or person
making the record submission with the secretary of state and, for the
purpose of records filed electronically with the secretary of state, in
compliance with the rules adopted by the secretary of state for
electronic filing. (16) "An officer of the corporation" means, in connection with the
execution of records submitted for filing with the secretary of state,
the president, a vice president, the secretary, or the treasurer of the
corporation. (17) "Public benefit not for profit corporation" or "public benefit
nonprofit corporation" means a corporation no part of the income of
which is distributable to its members, directors, or officers and that
holds a current tax exempt status as provided under 26 U.S.C. Sec.
501(c)(3) or is specifically exempted from the requirement to apply for
its tax exempt status under 26 U.S.C. Sec. 501(c)(3). (18) "Record" means information inscribed on a tangible medium or
contained in an electronic transmission. (19) "Tangible medium" means a writing, copy of a writing,
facsimile, or a physical reproduction, each on paper or on other
tangible material. (20) "Writing" does not include an electronic transmission. (21) "Written" means embodied in a tangible medium. (22) "Registered office" means the principal office indicated in
the corporation's most recent annual report, or if the principal office
is not located within this state, the office of the corporation's
registered agent.
Sec.
RCW 24.03.017 and 2004 c 265 s 5 are each amended to
read as follows:
Any corporation organized under any act of the state of Washington
for any one or more of the purposes for which a corporation may be
organized under this chapter and for no purpose other than those
permitted by this chapter, and to which this chapter does not otherwise
apply, may elect to have this chapter and the provisions thereof apply
to such corporation. Such corporation may so elect by having a
resolution to do so adopted by the governing body of such corporation
and by delivering to the secretary of state a statement of election in
accordance with this section. Such statement of election shall be
executed by the corporation by an officer of the corporation, and shall
set forth: (1) The name of the corporation; (2) The act which created the corporation or pursuant to which it
was organized; (3) That the governing body of the corporation has elected to have
this chapter and the provisions thereof apply to the corporation. The statement of election shall be delivered to the secretary of
state((. If the secretary of state finds that the statement of
election conforms to law, the secretary of state shall, when fees in
the same amount as required by this chapter for filing articles of
incorporation have been paid, endorse on the statement the word "filed"
and the effective date of the filing thereof, shall file the statement,
and shall issue a certificate of elective coverage to which an exact or
conformed copy of the statement shall be affixed. The certificate of elective coverage together with the exact or
conformed copy of the statement affixed thereto by the secretary of
state shall be returned to the corporation or its representative)) for
filing in accordance with part I, Article 2 of this act. Upon the
filing of the statement of elective coverage, the provisions of this
chapter shall apply to the corporation which thereafter shall be
subject to and shall have the benefits of this chapter and the
provisions thereof as they exist on the date of filing such statement
of election and as they may be amended from time to time thereafter,
including, without limiting the generality of the foregoing, the power
to amend its charter or articles of incorporation, whether or not
created by special act of the legislature, delete provisions therefrom
and add provisions thereto in any manner and to any extent it may
choose to do from time to time so long as its amended articles shall
not be inconsistent with the provisions of this chapter.
Sec.
RCW 24.03.045 and 2004 c 265 s 7 are each amended to
read as follows:
The corporate name((: (1) Shall not contain any word or phrase which indicates or implies
that it is organized for any purpose other than one or more of the
purposes contained in its articles of incorporation. (2)(a) Except as provided in (b) and (c) of this subsection, must
be distinguishable upon the records of the secretary of state from: (i) The corporate name or reserved name of a corporation or
domestic corporation organized or authorized to transact business under
this chapter; (ii) A corporate name reserved or registered under chapter 23B.04
RCW; (iii) The fictitious name adopted under RCW 23B.15.060 by a foreign
corporation authorized to transact business in this state because its
real name is unavailable; (iv) The name or reserved name of a mutual corporation or
miscellaneous corporation incorporated or authorized to do business
under chapter 24.06 RCW; (v) The name or reserved name of a foreign or domestic limited
partnership formed or registered under chapter 25.10 RCW; (vi) The name or reserved name of a limited liability company
organized or registered under chapter 25.15 RCW; and (vii) The name or reserved name of a limited liability partnership
registered under chapter 25.04 RCW. (b) A corporation may apply to the secretary of state for
authorization to use a name that is not distinguishable upon the
records from one or more of the names described in (a) of this
subsection. The secretary of state shall authorize use of the name
applied for if: (i) The other corporation, company, holder, limited liability
partnership, or limited partnership consents to the use in the form of
a record and files with the secretary of state records necessary to
change its name or the name reserved or registered to a name that is
distinguishable upon the records of the secretary of state from the
name of the applying corporation; or (ii) The applicant delivers to the secretary of state a certified
copy of the final judgment of a court of competent jurisdiction
establishing the applicant's right to use the name applied for in this
state. (c) A corporation may use the name, including the fictitious name,
of another domestic or foreign corporation, limited liability company,
limited partnership, or limited liability partnership, that is used in
this state if the other entity is formed or authorized to transact
business in this state, and the proposed user corporation: (i) Has merged with the other corporation, limited liability
company, or limited partnership; or (ii) Has been formed by reorganization of the other corporation. (3) Shall be transliterated into letters of the English alphabet,
if it is not in English. (4) Shall not include or end with "incorporated," "company,"
"corporation," "partnership," "limited partnership," or "Ltd.," or any
abbreviation thereof, but may use "club," "league," "association,"
"services," "committee," "fund," "society," "foundation," "......,
a nonprofit corporation," or any name of like import. (5) May only include the term "public benefit" or names of like
import if the corporation has been designated as a public benefit
nonprofit corporation by the secretary in accordance with this chapter. (6) A name shall not be considered distinguishable upon the records
of the secretary of state by virtue of: (a) A variation in any of the following designations for the same
name: "Corporation," "incorporated," "company," "limited,"
"partnership," "limited partnership," "limited liability company," or
"limited liability partnership," or the abbreviations "corp.," "inc.,"
"co.," "ltd.," "LP," "L.P.," "LLP," "L.L.P.," "LLC," or "L.L.C."; (b) The addition or deletion of an article or conjunction such as
"the" or "and" from the same name; (c) Punctuation, capitalization, or special characters or symbols
in the same name; or (d) Use of abbreviation or the plural form of a word in the same
name. (7) This title does not control the use of assumed business names
or "trade names.")) must comply with the provisions of part I, Article
3 of this act.
Sec.
RCW 24.03.046 and 1993 c 356 s 1 are each amended to
read as follows:
A person may reserve the exclusive right to the use of a corporate
name ((may be reserved by: (1) Any person intending to organize a corporation under this
title. (2) Any domestic corporation intending to change its name. (3) Any foreign corporation intending to make application for a
certificate of authority to transact business in this state. (4) Any foreign corporation authorized to transact business in this
state and intending to change its name. (5) Any person intending to organize a foreign corporation and
intending to have such corporation make application for a certificate
of authority to transact business in this state. The reservation shall be made by filing with the secretary of state
an application to reserve a specified corporate name, executed by or on
behalf of the applicant. If the secretary of state finds that the name
is available for corporate use, the secretary of state shall reserve
the same for the exclusive use of the applicant for a period of one
hundred and eighty days. Such reservation shall be limited to one
filing. The right to the exclusive use of a specified corporate name so
reserved may be transferred to any other person or corporation by
filing in the office of the secretary of state, a notice of such
transfer, executed by the applicant for whom the name was reserved, and
specifying the name and address of the transferee)) in accordance with
section 1303 of this act.
Sec.
RCW 24.03.047 and 1994 c 211 s 1306 are each amended to
read as follows:
Any corporation((,)) organized and existing under the laws of any
state or territory of the United States may register its corporate name
((under this title, provided its corporate name is not the same as, or
deceptively similar to, the name of any domestic corporation existing
under the laws of this state, the name of any foreign corporation
authorized to transact business in this state, the name of any domestic
limited liability company organized under the laws of this state, the
name of any foreign limited liability company authorized to transact
business in this state, the name of any limited partnership on file
with the secretary, or any corporate name reserved or registered under
this title. Such registration shall be made by: (1) Filing with the secretary of state: (a) An application for
registration executed by the corporation by an officer thereof, setting
forth the name of the corporation, the state or country under the laws
of which it is incorporated, [and] the date of its incorporation, and
(b) a certificate setting forth that such corporation is in good
standing under the laws of the state or territory wherein it is
organized, executed by the secretary of state of such state or country
or by such other official as may have custody of the records pertaining
to corporations, and (2) Paying to the secretary of state the applicable registration
fee. The registration shall be effective until the close of the calendar
year in which the application for registration is filed)) in accordance
with section 1304 of this act.
Sec.
RCW 24.03.048 and 1986 c 240 s 8 are each amended to
read as follows:
A corporation which has in effect a registration of its corporate
name((,)) may renew such registration ((from year to year by annually
filing an application for renewal setting forth the facts required to
be set forth in an original application for registration and a
certificate of good standing as required for the original registration
and by paying the applicable fee. A renewal application may be filed
between the first day of October and the thirtyfirst day of December
in each year, and shall extend the registration for the following
calendar year)) in accordance with section 1304 of this act.
Sec.
RCW 24.03.050 and 2009 c 202 s 1 are each amended to
read as follows:
Each corporation shall have and continuously maintain in this
state((: (1) A registered office which may be, but need not be, the same as
its principal office. The registered office shall be at a specific
geographic location in this state, and be identified by number, if any,
and street, or building address or rural route, or, if a commonly known
street or rural route address does not exist, by legal description. A
registered office may not be identified by post office box number or
other nongeographic address. For purposes of communicating by mail,
the secretary of state may permit the use of a post office address in
conjunction with the registered office address if the corporation also
maintains on file the specific geographic address of the registered
office where personal service of process may be made. (2) A registered agent, which agent may be either an individual
resident in this state whose business office is identical with such
registered office, or a domestic corporation, whether for profit or not
for profit, or a governmental body or agency, or a foreign corporation,
whether for profit or not for profit, authorized to transact business
or conduct affairs in this state, having an office identical with such
registered office, or a domestic limited liability company whose
business office is identical with the registered office, or a foreign
limited liability company authorized to conduct affairs in this state
whose business address is identical with the registered office. A
registered agent shall not be appointed without having given prior
consent to the appointment, in the form of a record. The consent shall
be filed with the secretary of state in such form as the secretary may
prescribe. The consent shall be filed with or as a part of the record
first appointing a registered agent. In the event any individual,
corporation, or limited liability company has been appointed agent
without consent, that person, corporation, or limited liability company
may file a notarized statement attesting to that fact, and the name
shall immediately be removed from the records of the secretary of
state. No Washington corporation or foreign corporation authorized to
conduct affairs in this state may be permitted to maintain any action
in any court in this state until the corporation complies with the
requirements of this section)) a registered agent in accordance with
part I, Article 4 of this act.
Sec.
RCW 24.03.055 and 2004 c 265 s 9 are each amended to
read as follows:
A corporation may change its registered ((office or change its
registered)) agent((, or both, upon)) by filing in the office of the
secretary of state ((in the form prescribed by the secretary of state
a statement setting forth: (1) The name of the corporation. (2) If the current registered office is to be changed, the street
address to which the registered office is to be changed. (3) If the current registered agent is to be changed, the name of
the new registered agent. (4) That the address of its registered office and the address of
the office of its registered agent, as changed, will be identical. Such statement shall be executed by the corporation by an officer
of the corporation, and delivered to the secretary of state, together
with a consent, in the form of a record, of the registered agent to the
appointment, if applicable. If the secretary of state finds that such
statement conforms to the provisions of this chapter, the secretary of
state shall endorse thereon the word "Filed," and the month, day, and
year of the filing thereof, and file the statement. The change of
address of the registered office, or the appointment of a new
registered agent, or both, as the case may be, shall become effective
upon filing unless a later date is specified)) a statement of change in
accordance with section 1407 of this act. Any registered agent of a corporation may resign as such agent upon
filing a notice thereof, in the form of a record, with the secretary of
state((, who shall immediately deliver an exact or conformed copy
thereof to the corporation in care of an officer, who is not the
resigning registered agent, at the address of such officer as shown by
the most recent annual report of the corporation. The appointment of
such agent shall terminate upon the expiration of thirty days after
receipt of such notice by the secretary of state)) in accordance with
section 1410 of this act. ((If)) A registered agent ((changes the agent's business address to
another place within the state, the agent may change such address and
the address of the registered office of any corporation of which the
agent is a registered agent, by filing a statement as required by this
section except that it need be executed only by the registered agent,
it need not be responsive to subsection (3) of this section, and it
must recite that a copy of the statement has been delivered to the
secretary of the corporation)) may change its information on file with
the secretary of state in accordance with section 1408 or 1409 of this
act.
Sec.
RCW 24.03.060 and 1986 c 240 s 11 are each amended to
read as follows:
((The registered agent so appointed by a corporation shall be an
agent of such corporation upon whom any)) Service of process, notice,
or demand required or permitted by law to be served upon the
corporation may be ((served. Whenever a corporation shall fail to appoint or maintain a
registered agent in this state, or whenever its registered agent cannot
with reasonable diligence be found at the registered office, then the
secretary of state shall be an agent of such corporation upon whom any
such process, notice, or demand may be served. Service on the
secretary of state of any such process, notice, or demand shall be made
by delivering to and leaving with the secretary of state, or with any
duly authorized clerk of the corporation department of the secretary of
state's office, duplicate copies of such process, notice or demand. In
the event any such process, notice or demand is served on the secretary
of state, the secretary of state shall immediately cause one of the
copies thereof to be forwarded by certified mail, addressed to the
secretary of the corporation as shown on the records of the secretary
of state. Any service so had on the secretary of state shall be
returnable in not less than thirty days. The secretary of state shall keep a record of all processes,
notices and demands served upon the secretary of state under this
section, and shall record therein the time of such service and the
secretary of state's action with reference thereto. Nothing herein contained shall limit or affect the right to serve
any process, notice or demand required or permitted by law to be served
upon a corporation in any other manner now or hereafter permitted by
law)) made in accordance with section 1412 of this act.
Sec.
RCW 24.03.1031 and 1999 c 32 s 1 are each amended to
read as follows:
(1) The superior court of the county where a corporation's
((principal office, or, if none in this state, its)) registered
office((,)) is located may remove a director of the corporation from
office in a proceeding commenced by the corporation if the court finds
that (a) the director engaged in fraudulent or dishonest conduct with
respect to the corporation, and (b) removal is in the best interest of
the corporation. (2) The court that removes a director may bar the director from
reelection for a period prescribed by the court.
Sec.
RCW 24.03.135 and 2004 c 265 s 14 are each amended to
read as follows:
Each corporation shall keep at its registered office((, its
principal office in this state,)) or at its secretary's office if in
this state, the following documents in the form of a record: (1) Current articles and bylaws; (2) A list of members, including names, addresses, and classes of
membership, if any; (3) Correct and adequate statements of accounts and finances; (4) A list of officers' and directors' names and addresses; (5) Minutes of the proceedings of the members, if any, the board,
and any minutes which may be maintained by committees of the board. The corporate records shall be open at any reasonable time to
inspection by any member of more than three months standing or a
representative of more than five percent of the membership. Cost of inspecting or copying shall be borne by such member except
for costs for copies of articles or bylaws. Any such member must have
a purpose for inspection reasonably related to membership interests.
Use or sale of members' lists by such member if obtained by inspection
is prohibited. The superior court of the corporation's or such member's residence
may order inspection and may appoint independent inspectors. Such
member shall pay inspection costs unless the court orders otherwise.
Sec.
RCW 24.03.145 and 2002 c 74 s 7 are each amended to
read as follows:
The articles of incorporation shall be delivered to the secretary
of state((. If the secretary of state finds that the articles of
incorporation conform to law, the secretary of state shall, when all
fees have been paid as in this chapter prescribed: (1) Endorse on the articles the word "Filed" and the effective date
of the filing. (2) File the articles. (3) Issue a certificate of incorporation. The certificate of incorporation together with an exact or
conformed copy of the articles of incorporation will be returned to the
incorporators or their representative)) for filing in accordance with
part I, Article 2 of this act.
Sec.
RCW 24.03.175 and 2002 c 74 s 8 are each amended to
read as follows:
The articles of amendment shall be delivered to the secretary of
state((. If the secretary of state finds that the articles of
amendment conform to law, the secretary of state shall, when all fees
have been paid as in this chapter prescribed: (1) Endorse on the articles the word "Filed," and the effective
date of the filing. (2) File the articles. The exact or conformed copy of the articles of amendment bearing
the filing endorsement affixed thereto by the secretary of state, shall
be returned to the corporation or its representative)) for filing in
accordance with part I, Article 2 of this act.
Sec.
RCW 24.03.180 and 1986 c 240 s 28 are each amended to
read as follows:
((Upon the filing of the articles of amendment by the secretary of
state, or on such later date, not more than thirty days subsequent to
the filing thereof by the secretary of state, as may be provided in the
articles of amendment, the amendment shall become effective and the
articles of incorporation shall be deemed to be amended accordingly))
Articles of amendment are effective as provided in section 1203 of this
act and may state a delayed effective date in accordance with section
1203 of this act. No amendment shall affect any existing cause of action in favor of
or against such corporation, or any pending action to which such
corporation shall be a party, or the existing rights of persons other
than members; and, in the event the corporate name shall be changed by
amendment, no action brought by or against such corporation under its
former name shall abate for that reason.
Sec.
RCW 24.03.183 and 2004 c 265 s 18 are each amended to
read as follows:
A domestic corporation may at any time restate its articles of
incorporation by a resolution adopted by the board of directors. A
corporation may amend and restate in one resolution, but may not
present the amendments and restatement for filing by the secretary in
a single record. Separate articles of amendment, under RCW 24.03.165
and articles of restatement, under this section, must be presented
notwithstanding the corporation's adoption of a single resolution of
amendment and restatement. Upon the adoption of the resolution, restated articles of
incorporation shall be executed by the corporation by one of its
officers. The restated articles shall set forth all of the operative
provisions of the articles of incorporation together with a statement
that the restated articles of incorporation correctly set forth without
change the provisions of the articles of incorporation as amended and
that the restated articles of incorporation supersede the original
articles of incorporation and all amendments thereto. The restated articles of incorporation shall be delivered to the
secretary of state((. If the secretary of state finds that the
restated articles of incorporation conform to law, the secretary of
state shall, when all fees required by this title have been paid: (1) Endorse on the articles the word "Filed" and the date of the
filing; (2) File the restated articles. An exact or conformed copy of the restated articles of
incorporation bearing the endorsement affixed thereto by the secretary
of state, shall be returned to the corporation or its representative))
for filing in accordance with part I, Article 2 of this act. Upon the filing of the restated articles of incorporation by the
secretary of state, the restated articles of incorporation shall become
effective and shall supersede the original articles of incorporation
and all amendments thereto.
Sec.
RCW 24.03.200 and 2004 c 265 s 20 are each amended to
read as follows:
(1) Upon such approval, articles of merger or articles of
consolidation shall be executed by each corporation by an officer of
each corporation, and shall set forth: (a) The plan of merger or the plan of consolidation; (b) Where the members of any merging or consolidating corporation
have voting rights, then as to each such corporation (i) a statement
setting forth the date of the meeting of members at which the plan was
adopted, that a quorum was present at such meeting, and that such plan
received at least twothirds of the votes which members present at such
meeting or represented by proxy were entitled to cast, or (ii) a
statement that such amendment was adopted by a consent in the form of
a record executed by all members entitled to vote with respect thereto; (c) Where any merging or consolidating corporation has no members,
or no members having voting rights, then as to each such corporation a
statement of such fact, the date of the meeting of the board of
directors at which the plan was adopted and a statement of the fact
that such plan received the vote of a majority of the directors in
office. (2) The articles of merger or articles of consolidation shall be
delivered to the secretary of state((. If the secretary of state finds
that such articles conform to law, the secretary of state shall, when
all fees have been paid as in this chapter prescribed: (a) Endorse on the articles of merger or consolidation the word
"Filed," and the date of the filing; (b) File the articles of merger or consolidation. An exact or conformed copy of the articles of merger or articles of
consolidation bearing the filing endorsement affixed thereto by the
secretary of state, shall be returned to the surviving or new
corporation, as the case may be, or its representative)) for filing in
accordance with part I, Article 2 of this act.
Sec.
RCW 24.03.205 and 1986 c 240 s 34 are each amended to
read as follows:
A merger or consolidation shall become effective upon the filing of
the articles of merger or articles of consolidation with the secretary
of state((, or on such later date, not more than thirty days after the
filing thereof with the secretary of state, as shall be provided for in
the plan)) as provided in section 1203 of this act, and may state a
delayed effective date as provided in section 1203 of this act.
Sec.
RCW 24.03.207 and 2004 c 265 s 21 are each amended to
read as follows:
One or more foreign corporations and one or more domestic
corporations may be merged or consolidated in the following manner, if
such merger or consolidation is permitted by the laws of the state
under which each such foreign corporation is organized: (1) Each domestic corporation shall comply with the provisions of
this title with respect to the merger or consolidation as the case may
be, of domestic corporations and each foreign corporation shall comply
with the applicable provisions of the laws of the state under which it
is organized. (2) If the surviving or new corporation in a merger or
consolidation is to be governed by the laws of any state other than
this state, it shall comply with the provisions of this title and part
I, Article 5 of this act with respect to foreign corporations if it is
to transact business in this state, and in every case it shall file
with the secretary of state of this state((: (a))) an agreement that it may be served with process in ((this
state)) accordance with section 1412 of this act in any proceeding for
the enforcement of any obligation of any domestic corporation which is
a party to the merger or consolidation and in any proceeding for the
enforcement of the rights, if any, of a member of any such domestic
corporation against the surviving or new corporation((; and (b) An irrevocable appointment of the secretary of state of this
state as its agent to accept service of process in any such
proceeding)). The effect of the merger or consolidation shall be the same as in
the case of the merger or consolidation of domestic corporations, if
the surviving or new corporation is to be governed by the laws of this
state. If the surviving or new corporation is to be governed by the
laws of any state other than this state, the effect of the merger or
consolidation shall be the same as in the case of the merger or
consolidation of domestic corporations except as the laws of the other
state provide otherwise. (3) At any time prior to the effective date of the articles of
merger or consolidation, the merger or consolidation may be abandoned
pursuant to provision therefor, if any, set forth in the plan of merger
or consolidation. In the event the merger or consolidation is
abandoned, the parties thereto shall execute a notice of abandonment
((in triplicate)) executed by an officer for each corporation executing
the notice, which must be in the form of a record, and deliver the
notice to the secretary of state for filing in accordance with part I,
Article 2 of this act. ((If the secretary of state finds the notice
conforms to law, the secretary of state shall: (a) Endorse on each of the originals the word "Filed" and the date
of the filing; (b) File one of the triplicate originals in the secretary of
state's office; and (c) Issue the other triplicate originals to the respective parties
or their representatives.))
Sec.
RCW 24.03.245 and 2002 c 74 s 11 are each amended to
read as follows:
Articles of dissolution shall be delivered to the secretary of
state for filing in accordance with part I, Article 2 of this act.
((If the secretary of state finds that such articles of dissolution
conform to law, the secretary of state shall, when all requirements
have been met as in this chapter prescribed: (1) Endorse on the articles of dissolution the word "Filed," and
the effective date of the filing. (2) File the articles of dissolution. The exact or conformed copy of the articles of dissolution, bearing
the filing endorsement affixed thereto by the secretary of state, shall
be returned to the representative of the dissolved corporation.)) Upon
the filing of such articles of dissolution the existence of the
corporation shall cease, except for the purpose of suits, other
proceedings and appropriate corporate action by members, directors, and
officers as provided in this chapter.
Sec.
RCW 24.03.271 and 2010 c 212 s 2 are each amended to
read as follows:
(1) Venue for a proceeding brought by the attorney general to
dissolve a corporation pursuant to RCW 24.03.266 lies in the court
specified in RCW 24.03.260. Venue for a proceeding brought by any
other party named in RCW 24.03.266 lies in the county where a
corporation's ((principal office (or, if none in this state, its))
registered office(())) is or was last located. (2) It is not necessary to make directors or members parties to a
proceeding to dissolve a nonprofit corporation unless relief is sought
against them individually. (3) A court in a proceeding brought to dissolve a nonprofit
corporation may issue injunctions, appoint a general or custodial
receiver with all powers and duties the court directs, take other
action required to preserve the corporate assets wherever located, and
carry on the activities of the corporation until a full hearing can be
held. (4) A court in a judicial proceeding brought to dissolve a
nonprofit corporation may appoint one or more general receivers to wind
up and liquidate, or one or more custodial receivers to manage, the
affairs of the corporation. The court shall hold a hearing, after
giving notice to all parties to the proceeding and any interested
persons designated by the court, before appointing a general or
custodial receiver. The court appointing a general or custodial
receiver has exclusive jurisdiction over the corporation and all of its
property wherever located. (5) The court may require the general or custodial receiver to post
bond, with or without sureties, in an amount the court directs. (6) The court shall describe the powers and duties of the general
or custodial receiver in its appointing order, which may be amended
from time to time. Among other powers: (a) The general receiver: (i) May dispose of all or any part of the assets of the nonprofit
corporation wherever located, at a public or private sale, if
authorized by the court; and (ii) May sue and defend in his or her own name as general receiver
of the corporation in all courts of this state; (b) The custodial receiver may exercise all of the powers of the
corporation, through or in place of its board of directors, to the
extent necessary to manage the affairs of the corporation consistent
with its mission and in the best interests of the corporation, and its
creditors. (7) During a general receivership, the court may redesignate the
general receiver a custodial receiver, and during a custodial
receivership may redesignate the custodial receiver a general receiver,
if doing so is consistent with the mission of the nonprofit corporation
and in the best interests of the corporation and its creditors. (8) The court from time to time during the general or custodial
receivership may order compensation paid and expense disbursements or
reimbursements made to the general or custodial receiver and counsel
from the assets of the nonprofit corporation or proceeds from the sale
of the assets. (9) The assets of the corporation or the proceeds resulting from
the sale, conveyance, or other disposition thereof shall be applied and
distributed as follows: (a) All costs and expenses of the court proceedings and all
liabilities and obligations of the corporation shall be paid,
satisfied, and discharged, or adequate provision shall be made
therefor; (b) Assets held by the corporation upon condition requiring return,
transfer, or conveyance, which condition occurs by reason of the
dissolution or liquidation, shall be returned, transferred, or conveyed
in accordance with such requirements; (c) Assets received and held by the corporation subject to
limitations permitting their use only for charitable, religious,
eleemosynary, benevolent, educational, or similar purposes, but not
held upon a condition requiring return, transfer, or conveyance by
reason of the dissolution or liquidation, shall be transferred or
conveyed to one or more domestic or foreign corporations, societies, or
organizations engaged in activities substantially similar to those of
the dissolving or liquidating corporation as the court may direct; (d) Other assets, if any, shall be distributed in accordance with
the provisions of the articles of incorporation or the bylaws to the
extent that the articles of incorporation or bylaws determine the
distributive rights of members, or any class or classes of members, or
provide for distribution to others; (e) Any remaining assets may be distributed to such persons,
societies, organizations, or domestic or foreign corporations, whether
for profit or not for profit, specified in the plan of distribution
adopted as provided in this chapter, or where no plan of distribution
has been adopted, as the court may direct. (10) Subsections (4) through (8) of this section do not apply to a
church or its integrated auxiliaries.
Sec.
RCW 24.03.300 and 1986 c 240 s 41 are each amended to
read as follows:
The dissolution of a corporation either (1) by the filing and
issuance of a certificate of dissolution, voluntary or administrative,
by the secretary of state, or (2) by a decree of court when the court
has not liquidated the assets and affairs of the corporation as
provided in this chapter, or (3) by expiration of its period of
duration, shall not take away or impair any remedy available to or
against such corporation, its directors, officers, or members, for any
right or claim existing, or any liability incurred, prior to such
dissolution if action or other proceeding thereon is commenced within
two years after the date of such dissolution. Any such action or
proceeding by or against the corporation may be prosecuted or defended
by the corporation in its corporate name. The members, directors and
officers shall have power to take such corporate or other action as
shall be appropriate to protect such remedy, right or claim. If such
corporation was dissolved by the expiration of its period of duration,
such corporation may amend its articles of incorporation at any time
during such period of two years after expiration so as to extend its
period of duration. If, during the period of dissolution, another
person or corporation has reserved or adopted a corporate name which is
identical to or deceptively similar to the dissolved corporation's
name, the corporation extending its period of duration shall be
required to adopt another name consistent with the requirements of
((this chapter)) part I, Article 3 of this act and to amend its
articles of incorporation accordingly. The corporation shall also pay
to the state all fees and penalties which would otherwise have been due
if the corporate charter had not expired, plus a reinstatement fee as
((provided in this chapter)) established by the secretary of state
under section 1214 of this act.
Sec.
RCW 24.03.302 and 1994 c 287 s 8 are each amended to
read as follows:
A corporation shall be administratively dissolved by the secretary
of state ((upon the conditions prescribed in this section when the
corporation: (1) Has failed to file or complete its annual report within the
time required by law; or (2) Has failed for thirty days to appoint or maintain a registered
agent in this state; or (3) Has failed for thirty days, after change of its registered
agent or registered office, to file in the office of the secretary of
state a statement of such change. A corporation shall not be dissolved under this section unless the
secretary of state has given the corporation not less than sixty days'
notice of its delinquency or omission, by firstclass mail, postage
prepaid, addressed to the registered office, or, if there is no
registered office, to the last known address of any officer or director
as shown by the records of the secretary of state, and unless the
corporation has failed to correct the omission or delinquency before
expiration of the sixtyday period. When a corporation has given cause for dissolution under this
section, and has failed to correct the delinquency or omission as
provided in this section, the secretary of the state shall dissolve the
corporation by issuing a certificate of administrative dissolution
containing a statement that the corporation has been dissolved and the
date and reason for which it was dissolved. The original certificate
of administrative dissolution shall be filed in the records of the
secretary of state, and a copy of the certificate shall forthwith be
mailed to the corporation at its registered office or, if there is no
registered office, to the last known address of the corporation or any
officer, director, or incorporator of the corporation, as shown by the
records of the secretary of state. Upon the filing of the certificate
of administrative dissolution, the existence of the corporation shall
cease, except as otherwise provided in this chapter, and its name shall
be available to and may be adopted by another corporation after the
dissolution. Any notice provided by the secretary of state under this section
shall be designed to clearly identify and warn the recipient of the
contents thereof. A delinquency notice shall provide a succinct and
readable description of the delinquency or omission, the date on which
dissolution will occur, and the action necessary to cure the
delinquency or omission prior to dissolution)) under the circumstances
and procedures provided in part I, Article 6 of this act. A corporation which has been administratively dissolved ((by
operation of this section may be reinstated within a period of three
years following its administrative dissolution if it completes and
files a current annual report for the reinstatement year or if it
appoints or maintains a registered agent, or if it files with the
secretary of state a required statement of change of registered agent
or registered office and in addition, if it pays a reinstatement fee as
set by rule by the secretary plus the full amount of all annual fees
that would have been assessed for the years of administrative
dissolution had the corporation been in active status, including the
reinstatement year plus any penalties established by rule by the
secretary of state. If, during the period of dissolution, another
person or corporation has reserved or adopted a corporate name which is
identical to or deceptively similar to the dissolved corporation's
name, the dissolved corporation seeking reinstatement shall be required
to adopt another name consistent with the requirements of this chapter
and to amend its articles of incorporation accordingly)) under section
1602 of this act may apply to the secretary of state for reinstatement
in accordance with section 1603 of this act. When a corporation has been administratively dissolved ((by
operation of this section)) under section 1602 of this act, remedies
available to or against it shall survive in the manner provided in RCW
24.03.300 and the directors of the corporation shall hold the title to
the property of the corporation as trustees for the benefit of its
creditors and members.
Sec.
RCW 24.03.305 and 1993 c 181 s 12 are each amended to
read as follows:
((No)) (1) A foreign corporation shall ((have the right to)) not
conduct affairs in this state until it ((shall have procured a
certificate of authority so to do from)) registers with the secretary
of state in accordance with part I, Article 5 of this act. ((No
foreign corporation shall be entitled to procure a certificate of
authority under this chapter to conduct in this state any affairs which
a corporation organized under this chapter is not permitted to conduct.
A foreign corporation shall not be denied a certificate of authority by
reason of the fact that the laws of the state or country under which
such corporation is organized governing its organization and internal
affairs differ from the laws of this state, and nothing in this chapter
contained shall be construed to authorize this state to regulate the
organization or the internal affairs of such corporation. Without excluding other activities which may)) (2) A nonexhaustive
list of activities that do not constitute conducting affairs in this
state((, a foreign corporation shall not be considered to be conducting
affairs in this state, for the purposes of this chapter, by reason of
carrying on in this state any one or more of the following activities: (1) Maintaining or defending any action or suit or any
administrative or arbitration proceeding, or effecting the settlement
thereof or the settlement of claims or disputes. (2) Holding meetings of its directors or members or carrying on
other activities concerning its internal affairs. (3) Maintaining bank accounts. (4) Creating evidences of debt, mortgages or liens on real or
personal property. (5) Securing or collecting debts due to it or enforcing any rights
in property securing the same. (6) Effecting sales through independent contractors. (7) Soliciting or procuring orders, whether by mail or through
employees or agents or otherwise, where such orders require acceptance
without this state before becoming binding contracts. (8) Creating as borrower or lender, or acquiring, indebtedness or
mortgages or other security interests in real or personal property. (9) Securing or collecting debts or enforcing any rights in
property securing the same. (10) Transacting any business in interstate commerce. (11) Conducting an isolated transaction completed within a period
of thirty days and not in the course of a number of repeated
transactions of like nature. (12) Operating an approved branch campus of a foreign degreegranting institution in compliance with chapter 28B.90 RCW and in
accordance with RCW 24.03.307)) is provided in section 1505 of this
act.
Sec.
RCW 24.03.310 and 1967 c 235 s 63 are each amended to
read as follows:
A foreign corporation ((which shall have received a certificate of
authority under this chapter shall, until a certificate of revocation
or of withdrawal shall have been issued as provided in this chapter,
enjoy the same, but no greater, rights and privileges as a domestic
corporation organized for the purposes set forth in the application
pursuant to which such certificate of authorization is issued; and,
except as in this chapter otherwise provided, shall be subject to the
same duties, restrictions, penalties and liabilities now or hereafter
imposed upon a domestic corporation of like character)) that registers
to conduct affairs in this state is subject to section 1501 of this act
relating to the effect of registration and the governing law for
registered foreign corporations.
Sec.
RCW 24.03.315 and 1982 c 35 s 98 are each amended to
read as follows:
((No certificate of authority shall be issued to a foreign
corporation unless the corporate name of such corporation complies with
the provisions of RCW 24.03.045. However, a foreign corporation
applying for a certificate of authority may file with the secretary of
state a resolution of its board of directors adopting a fictitious name
for use in transacting business in this state, if the fictitious name
complies with RCW 24.03.045)) The corporate name of a foreign
corporation registered in this state must comply with the provisions of
section 1506 of this act and part I, Article 3 of this act.
Sec.
RCW 24.03.325 and 2002 c 74 s 12 are each amended to
read as follows:
A foreign corporation((, in order to procure a certificate of
authority)) may register to conduct affairs in this state((, shall make
application therefor)) by delivering to the secretary of state((, which
application shall set forth: (1) The name of the corporation and the state or country under the
laws of which it is incorporated. (2) If the name of the corporation contains the word "corporation,"
"company," "incorporated," or "limited," or contains an abbreviation of
one of such words, then the name of the corporation which it elects for
use in this state. (3) The date of incorporation and the period of duration of the
corporation. (4) The address of the principal office of the corporation. (5) A statement that a registered agent has been appointed and the
name and address of such agent, and that a registered office exists and
the address of such registered office is identical to that of the
registered agent. (6) The purpose or purposes of the corporation which it proposes to
pursue in conducting its affairs in this state. (7) The names and respective addresses of the directors and
officers of the corporation. (8) Such additional information as may be necessary or appropriate
in order to enable the secretary of state to determine whether such
corporation is entitled to a certificate of authority to conduct
affairs in this state. The application shall be made in the form prescribed by the
secretary of state and shall)) for filing a foreign registration
statement in accordance with section 1503 of this act. The statement
must be executed by the corporation by one of its officers. ((The application shall be accompanied by a certificate of good
standing which has been issued no more than sixty days before the date
of filing of the application for a certificate of authority to do
business in this state and has been certified to by the proper officer
of the state or country under the laws of which the corporation is
incorporated.))
Sec.
RCW 24.03.335 and 1982 c 35 s 100 are each amended to
read as follows:
Upon the filing of the ((application for certificate of authority))
foreign registration statement by the secretary of state, the
corporation shall be authorized to conduct affairs in this state for
those purposes set forth in its application, subject, however, to the
right of this state to ((suspend or to revoke such authority))
terminate the registration as provided in ((this chapter)) section 1511
of this act.
Sec.
RCW 24.03.340 and 2004 c 265 s 29 are each amended to
read as follows:
Each foreign corporation ((authorized)) registered to conduct
affairs in this state shall have and continuously maintain in this
state((: (1) A registered office which may be, but need not be, the same as
its principal office. The registered office shall be at a specific
geographic location in this state, and be identified by number, if any,
and street, or building address or rural route, or, if a commonly known
street or rural route address does not exist, by legal description.
A registered office may not be identified by post office box number or
other nongeographic address. For purposes of communicating by mail,
the secretary of state may permit the use of a post office address in
conjunction with the registered office address if the corporation also
maintains on file the specific geographic address of the registered
office where personal service of process may be made. (2) A registered agent, which agent may be either an individual
resident in this state whose business office is identical with such
registered office, or a domestic corporation, whether for profit or not
for profit, or a foreign corporation, whether for profit or not for
profit, authorized to transact business or conduct affairs in this
state, having an office identical with such registered office or a
domestic limited liability company whose business office is identical
with the registered office or a foreign limited liability company
authorized to conduct affairs in this state whose business address is
identical with the registered office. A registered agent shall not be
appointed without having given prior consent in the form of a record to
the appointment. The consent shall be filed with the secretary of
state in such form as the secretary may prescribe. The consent shall
be filed with or as a part of the record first appointing a registered
agent. In the event any individual, corporation, or limited liability
company has been appointed agent without consent, that person,
corporation, or limited liability company may file a notarized
statement attesting to that fact, and the name shall immediately be
removed from the records of the secretary of state. No foreign corporation authorized to transact business in this
state may be permitted to maintain any action in any court in this
state until the corporation complies with the requirements of this
section)) a registered agent in accordance with part I, Article 4 of
this act.
Sec.
RCW 24.03.345 and 2004 c 265 s 30 are each amended to
read as follows:
A foreign corporation ((authorized)) registered to conduct affairs
in this state may change its ((registered office or change its))
registered agent((, or both, upon filing in the office of)) by
delivering to the secretary of state ((in a form approved by the
secretary of state)) for filing a statement ((setting forth: (1) The name of the corporation. (2) If the current registered office is to be changed, the street
address to which the registered office is to be changed. (3) If the current registered agent is to be changed, the name of
the new registered agent. (4) That the address of its registered office and the address of
the office of its registered agent, as changed, will be identical. Such)) of change in accordance with section 1407 of this act. The
statement shall be executed by the corporation by an officer of the
corporation((, and delivered to the secretary of state, together with
a consent, in the form of a record, of the registered agent to the
appointment, if applicable. If the secretary of state finds that such
statement conforms to the provisions of this chapter, the secretary of
state shall endorse thereon the word "Filed," and the month, day, and
year of the filing thereof, and file the statement. The change of
address of the registered office, or the appointment of a new
registered agent, or both, as the case may be, shall become effective
upon filing unless a later date is specified)). Any registered agent in this state appointed by a foreign
corporation may resign as such agent ((upon filing a notice thereof, in
the form of a record, executed in duplicate, with)) by executing and
delivering to the secretary of state ((who shall immediately deliver a
copy thereof to the secretary of the foreign corporation at its
principal office as shown by its most recent annual report. The
appointment of such agent shall terminate upon the expiration of thirty
days after receipt of such notice by the secretary of state)) for
filing a statement of resignation in accordance with section 1410 of
this act. ((If)) A registered agent ((changes his or her business address to
another place within the state, the registered agent may change such
address and the address of the registered office of any corporation of
which the registered agent is a registered agent by filing a statement
as required by this section, except that it need be executed only by
the registered agent, it need not be responsive to subsection (3) of
this section, and it must recite that a copy of the statement has been
delivered to the corporation)) of a foreign corporation may change its
information on file with the secretary of state in accordance with
section 1408 or 1409 of this act.
Sec.
RCW 24.03.350 and 2011 c 336 s 658 are each amended to
read as follows:
((The registered agent so appointed by a foreign corporation
authorized to conduct affairs in this state shall be an agent of such
corporation upon whom)) Service of any process, notice, or demand
required or permitted by law to be served upon the corporation may be
((served. Whenever a foreign corporation authorized to conduct affairs in
this state shall fail to appoint or maintain a registered agent in this
state, or whenever any such registered agent cannot with reasonable
diligence be found at the registered office, or whenever the
certificate of authority of a foreign corporation shall be suspended or
revoked, then the secretary of state shall be an agent of such
corporation upon whom any such process, notice, or demand may be
served. Service on the secretary of state of any such process, notice,
or demand shall be made by delivering to and leaving with the secretary
of state, or with any duly authorized clerk of the corporation
department of the secretary of state's office, duplicate copies of such
process, notice or demand. In the event any such process, notice, or
demand is served on the secretary of state, the secretary of state
shall immediately cause one of such copies thereof to be forwarded by
certified mail, addressed to the secretary of the corporation as shown
on the records of the secretary of state. Any service so had on the
secretary of state shall be returnable in not less than thirty days. The secretary of state shall keep a record of all processes,
notices, and demands served upon the secretary of state under this
section, and shall record therein the time of such service and his or
her action with reference thereto)) made in accordance with section
1412 of this act. Nothing herein contained shall limit or affect the right to serve
any process, notice, or demand, required or permitted by law to be
served upon a corporation in any other manner now or hereafter
permitted by law.
Sec.
RCW 24.03.365 and 2004 c 265 s 31 are each amended to
read as follows:
A foreign corporation ((authorized)) registered to conduct affairs
in this state shall ((procure an amended certificate of authority in
the event it changes its corporate name, or desires to pursue in this
state other or additional purposes than those set forth in its prior
application for a certificate of authority, by making application
therefor to the secretary of state. The requirements in respect to the form and contents of such
application, the manner of its execution, the filing of the application
with the secretary of state, the issuance of an amended certificate of
authority and the effect thereof, shall be the same as in the case of
an original application for a certificate of authority)) amend its
foreign registration statement under the circumstances specified in
section 1504 of this act.
Sec.
RCW 24.03.370 and 1993 c 356 s 7 are each amended to
read as follows:
A foreign corporation ((authorized)) registered to conduct affairs
in this state may withdraw from this state ((upon procuring from)) by
delivering a statement of withdrawal to the secretary of state ((a
certificate of withdrawal. In order to procure such certificate of
withdrawal, such foreign corporation shall deliver to the secretary of
state an application for withdrawal, which shall set forth: (1) The name of the corporation and the state or country under the
laws of which it is incorporated. (2) That the corporation is not conducting affairs in this state. (3) That the corporation surrenders its authority to conduct
affairs in this state. (4) That the corporation revokes the authority of its registered
agent in this state to accept service of process and consents that
service of process in any action, suit or proceeding based upon any
cause of action arising in this state during the time the corporation
was authorized to conduct affairs in this state may thereafter be made
on such corporation by service thereof on the secretary of state. (5) A copy of a revenue clearance certificate issued pursuant to
chapter 82.32 RCW. (6) A post office address to which the secretary of state may mail
a copy of any process against the corporation that may be served on the
secretary of state. The application for withdrawal shall be made on forms prescribed
and furnished by the secretary of state and shall be executed by the
corporation by an officer of the corporation, or, if the corporation is
in the hands of a receiver or trustee, shall be executed on behalf of
the corporation by such receiver or trustee)) for filing in accordance
with section 1507 of this act.
Sec.
RCW 24.03.380 and 2004 c 265 s 32 are each amended to
read as follows:
(1) The ((certificate of authority)) registration of a foreign
corporation to conduct affairs in this state ((shall be revoked)) may
be terminated by the secretary of state ((upon the conditions
prescribed in this section when: (a) The corporation has failed to file its annual report within the
time required by this chapter, or has failed to pay any fees or
penalties prescribed by this chapter when they have become due and
payable; or (b) The corporation has failed for thirty days to appoint and
maintain a registered agent in this state as required by this chapter;
or (c) The corporation has failed, for thirty days after change of its
registered agent or registered office, to file in the office of the
secretary of state a statement of such change as required by this
chapter; or (d) The corporation has continued to exceed or abuse the authority
conferred upon it by this chapter; or (e) A misrepresentation has been made of any material matter in any
application, report, affidavit, or other record submitted by such
corporation pursuant to this chapter. (2) Prior to revoking a certificate of authority under subsection
(1) of this section, the secretary of state shall give the corporation
written notice of the corporation's delinquency or omission by firstclass mail, postage prepaid, addressed to the corporation's registered
agent. If, according to the records of the secretary of state, the
corporation does not have a registered agent, the notice may be given
by mail addressed to the corporation at its last known address or at
the address of any officer or director of the corporation, as shown by
the records of the secretary of state. Notice is deemed to have been
given five days after the date deposited in the United States mail,
correctly addressed, and with correct postage affixed. The notice
shall inform the corporation that its certificate of authority shall be
revoked at the expiration of sixty days following the date the notice
had been deemed to have been given, unless it corrects the delinquency
or omission within the sixtyday period. (3) Any notice provided by the secretary of state under this
section shall be designed to clearly identify and warn the recipient of
the contents thereof. A delinquency notice shall provide a succinct
and readable description of the delinquency or omission, the date on
which dissolution will occur, and the action necessary to cure the
delinquency or omission prior to dissolution. (4) The attorney general may take such action regarding revocation
of a certificate of authority as is provided by RCW 24.03.250 for the
dissolution of a domestic corporation. The procedures of RCW 24.03.250
shall apply to any action under this section. The clerk of any
superior court entering a decree of revocation of a certificate of
authority shall file a certified copy, without cost or filing fee, with
the office of the secretary of state)) in accordance with section 1511
of this act.
Sec.
RCW 24.03.390 and 1986 c 240 s 52 are each amended to
read as follows:
((No)) A foreign corporation which is conducting affairs in this
state without ((a certificate of authority shall be permitted to
maintain any action, suit or proceeding in any court of this state
until such corporation shall have obtained a certificate of authority.
Nor shall any action, suit or proceeding be maintained in any court of
this state by any successor or assignee of such corporation on any
right, claim or demand arising out of the conduct of affairs by such
corporation in this state, until a certificate of authority shall have
been obtained by such corporation or by a corporation which has
acquired all or substantially all of its assets. The failure of a foreign corporation to obtain a certificate of
authority to conduct affairs in this state shall not impair the
validity of any contract or act of such corporation, and shall not
prevent such corporation from defending any action, suit or proceeding
in any court of this state. A foreign corporation which transacts business in this state
without a certificate of authority shall be liable to this state, for
the years or parts thereof during which it transacted business in this
state without a certificate of authority, in an amount equal to all
fees which would have been imposed by this chapter upon such
corporation had it duly applied for and received a certificate of
authority to transact business in this state as required by this
chapter and thereafter filed all reports required by this chapter, plus
all penalties imposed by this chapter for failure to pay such fees.
The attorney general shall bring proceedings to recover all amounts due
this state under the provisions of this section)) registering with the
secretary of state is subject to section 1502 of this act.
Sec.
RCW 24.03.395 and 1993 c 356 s 10 are each amended to
read as follows:
Each domestic corporation, and each foreign corporation
((authorized)) registered to conduct affairs in this state, shall
((file, within the time prescribed by this chapter,)) deliver an annual
report ((in the form prescribed by)) to the secretary of state((. The
secretary may by rule provide that a biennial filing meets this
requirement. The report shall set forth: (1) The name of the corporation and the state or country under the
laws of which it is incorporated; (2) The address of the registered office of the corporation in this
state including street and number and the name of its registered agent
in this state at such address, and, in the case of a foreign
corporation, the address of its principal office; (3) A brief statement of the character of the affairs which the
corporation is actually conducting, or, in the case of a foreign
corporation, which the corporation is actually conducting in this
state; (4) The names and respective addresses of the directors and
officers of the corporation; and (5) The corporation's unified business identifier number. The information shall be given as of the date of the execution of
the report. It shall be executed by the corporation by an officer of
the corporation, or, if the corporation is in the hands of a receiver
or trustee, it shall be executed on behalf of the corporation by such
receiver or trustee. The secretary of state may provide that correction or updating of
information appearing on previous annual or biennial filings is
sufficient to constitute the current filing)) in accordance with
section 1213 of this act.
Sec.
RCW 24.03.405 and 2010 1st sp.s. c 29 s 3 are each
amended to read as follows:
(((1))) Nonprofit corporations are subject to the applicable fees,
charges, and penalties established by the secretary of state ((must
establish by rule, fees for the following: (a) Filing articles of incorporation. (b) Filing an annual report of a domestic or foreign corporation. (c) Filing an application of a foreign corporation for a
certificate of authority to conduct affairs in this state. (d) An application for reinstatement under RCW 24.03.386. (e) Filing articles of amendment or restatement or an amendment or
supplement to an application for reinstatement. (f) Filing articles of merger or consolidation. (g) Filing a statement of change of address of registered office or
change of registered agent, or revocation, resignation, or any
combination of these. (h) Filing articles of dissolution. (i) Filing an application of a foreign corporation for an amended
certificate of authority to conduct affairs in this state. (j) Filing an application for withdrawal of a foreign corporation
and issuing a certificate of withdrawal. (k) Filing a certificate by a foreign corporation of the
appointment of a registered agent. (l) Filing a certificate of election adopting the provisions of
chapter 24.03 RCW. (m) Filing an application to reserve a corporate name. (n) Filing a notice of transfer of a reserved corporate name. (o) Filing a name registration. (p) Filing any other statement or report authorized for filing
under this chapter. (2) Fees are adjusted by rule only in an amount that does not
exceed the average biennial increase in the cost of providing service.
This must be determined in a biennial cost study performed by the
secretary)) under section 1214 of this act and RCW 43.07.120.
Sec.
RCW 24.03.425 and 2004 c 265 s 34 are each amended to
read as follows:
Each director and officer of a corporation, domestic or foreign,
who fails or refuses within the time prescribed by this chapter to
answer truthfully and fully interrogatories propounded to him or her by
the secretary of state in accordance with the provisions of this
chapter((, or who signs any articles, statement, report, application or
other record filed with the secretary of state which is known to such
officer or director to be false in any material respect,)) shall be
deemed to be guilty of a misdemeanor, and upon conviction thereof may
be fined in any amount not exceeding five hundred dollars.
Sec.
RCW 24.03.445 and 2004 c 265 s 36 are each amended to
read as follows:
((If the secretary of state shall fail to approve any articles of
incorporation, amendment, merger, consolidation or dissolution, or any
other record required by this chapter to be approved by the secretary
of state before the same shall be filed in his or her office, the
secretary of state shall give written notice of disapproval to the
person or corporation, domestic or foreign, delivering the same,
specifying the reasons therefor. Within thirty days from such
disapproval such person or corporation may appeal to the superior court
pursuant to the provisions of the administrative procedure act, chapter
34.05 RCW)) Section 1206 of this act governs the secretary of state's
duty to file records delivered to the secretary of state for filing,
the manner and effect of filing, and procedures that apply when the
secretary of state refuses to file a record.
NEW SECTION.
Sec.
The following acts or parts of acts are
each repealed: RCW 24.03.007 (Standards for electronic filingRules) and 2004
c 265 s 2 & 2002 c 74 s 5; RCW 24.03.008 (Records submitted for filingExact or conformed
copies) and 2004 c 265 s 3 & 2002 c 74 s 6; RCW 24.03.3025 (Administrative dissolution or revocation of a
certificate of authorityCorporation name not distinguishable from
name of governmental entityApplication by governmental entity) and
1997 c 12 s 2; RCW 24.03.303 (Reinstatement under certain circumstancesRequest for relief) and 1987 c 117 s 6; RCW 24.03.307 (Foreign degreegranting institution branch
campusActs not deemed transacting business in state) and 1993 c 181
s 6; RCW 24.03.320 (Change of name by foreign corporation) and 1986
c 240 s 44 & 1967 c 235 s 65; RCW 24.03.330 (Filing of application for certificate of
authority) and 2004 c 265 s 27, 2002 c 74 s 13, 1986 c 240 s 46, 1982
c 35 s 99, 1969 ex.s. c 163 s 4, & 1967 c 235 s 67; RCW 24.03.375 (Filing of application for withdrawal) and 2002
c 74 s 14, 1982 c 35 s 105, & 1967 c 235 s 76; RCW 24.03.385 (Issuance of certificate of revocation) and 1986
c 240 s 51, 1982 c 35 s 107, & 1967 c 235 s 78; RCW 24.03.386 (Foreign corporationsApplication for
reinstatement) and 1993 c 356 s 8, 1987 c 117 s 1, & 1986 c 240 s 57; RCW 24.03.388 (Foreign corporationsFees for application for
reinstatementFiling current annual reportPenalties established by
rule) and 1994 c 287 s 9, 1993 c 356 s 9, 1991 c 223 s 3, 1987 c 117 s
2, & 1986 c 240 s 58; RCW 24.03.400 (Filing of annual or biennial report of domestic
and foreign corporationsNoticeReporting dates) and 2011 c 183 s 5,
1993 c 356 s 11, 1986 c 240 s 54, 1982 c 35 s 109, 1973 c 90 s 1, &
1967 c 235 s 81; RCW 24.03.410 (Miscellaneous fees) and 2004 c 265 s 33, 1993
c 269 s 6, 1982 c 35 s 111, 1979 ex.s. c 133 s 2, 1969 ex.s. c 163 s 6,
& 1967 c 235 s 83; RCW 24.03.415 (Disposition of fees) and 2011 c 336 s 659 &
1967 c 235 s 84; and RCW 24.03.450 (Certificates and certified copies to be
received in evidence) and 2004 c 265 s 37, 1982 c 35 s 116, & 1967 c
235 s 91.
PART IVNONPROFIT MISCELLANEOUS AND MUTUAL CORPORATIONS ACT REVISIONS
Sec.
RCW 24.06.005 and 2001 c 271 s 1 are each amended to
read as follows:
As used in this chapter, unless the context otherwise requires, the
term: (1) "Corporation" or "domestic corporation" means a mutual
corporation or miscellaneous corporation subject to the provisions of
this chapter, except a foreign corporation. (2) "Foreign corporation" means a mutual or miscellaneous
corporation or other corporation organized under laws other than the
laws of this state which would be subject to the provisions of this
chapter if organized under the laws of this state. (3) "Mutual corporation" means a corporation organized to
accomplish one or more of its purposes on a mutual basis for members
and other persons. (4) "Miscellaneous corporation" means any corporation which is
organized for a purpose or in a manner not provided for by the
Washington business corporation act or by the Washington nonprofit
corporation act, and which is not required to be organized under other
laws of this state. (5) "Articles of incorporation" includes the original articles of
incorporation and all amendments thereto, and includes articles of
merger. (6) "Bylaws" means the code or codes of rules adopted for the
regulation or management of the affairs of the corporation irrespective
of the name or names by which such rules are designated. (7) "Member" means one having membership rights in a corporation in
accordance with provisions of its articles of incorporation or bylaws. (8) "Stock" or "share" means the units into which the proprietary
interests of a corporation are divided in a corporation organized with
stock. (9) "Stockholder" or "shareholder" means one who is a holder of
record of one or more shares in a corporation organized with stock. (10) "Board of directors" means the group of persons vested with
the management of the affairs of the corporation irrespective of the
name by which such group is designated. (11) "Insolvent" means inability of a corporation to pay debts as
they become due in the usual course of its affairs. (12) "Duplicate originals" means two copies, original or otherwise,
each with original signatures, or one original with original signatures
and one copy thereof. (13) "Conforms to law" as used in connection with duties of the
secretary of state in reviewing documents for filing under this
chapter, means the secretary of state has determined the document
complies as to form with the applicable requirements of this chapter. (14) "Effective date" means, in connection with a document filing
made by the secretary of state, the date ((which is shown by affixing
a "filed" stamp on the documents. When a document is received for
filing by the secretary of state in a form which complies with the
requirements of this chapter and which would entitle the document to be
filed immediately upon receipt, but the secretary of state's approval
action occurs subsequent to the date of receipt, the secretary of
state's filing date shall relate back to the date on which the
secretary of state first received the document in acceptable form. An
applicant may request a specific effective date no more than thirty
days later than the receipt date which might otherwise be applied as
the effective date)) on which the filing becomes effective under
section 1203 of this act. (15) "Executed by an officer of the corporation," or words of
similar import, means that any document signed by such person shall be
and is signed by that person under penalties of perjury and in an
official and authorized capacity on behalf of the corporation or person
making the document submission with the secretary of state. (16) "An officer of the corporation" means, in connection with the
execution of documents submitted for filing with the secretary of
state, the president, a vice president, the secretary, or the treasurer
of the corporation. (17) "Electronic transmission" or "electronically transmitted"
means any process of electronic communication not directly involving
the physical transfer of paper that is suitable for the retention,
retrieval, and reproduction of the transmitted information by the
recipient. However, such an electronic transmission must either set
forth or be submitted with information, including any security or
validation controls used, from which it can reasonably be determined
that the electronic transmission was authorized by, as applicable, the
corporation or shareholder or member by or on behalf of which the
electronic transmission was sent. (18) "Consumer cooperative" means a corporation engaged in the
retail sale, to its members and other consumers, of goods or services
of a type that are generally for personal, living, or family use. (19) "Registered office" means the principal office indicated in
the corporation's most recent annual report, or if the principal office
is not located within this state, the office of the corporation's
registered agent.
Sec.
RCW 24.06.045 and 1998 c 102 s 4 are each amended to
read as follows:
The corporate name((: (1) Shall not contain any word or phrase which indicates or implies
that it is organized for any purpose other than one or more of the
purposes contained in its articles of incorporation. (2)(a) Except as provided in (b) and (c) of this subsection, must
be distinguishable upon the records of the secretary of state from: (i) The corporate name of a corporation organized or authorized to
transact business in this state; (ii) A corporate name reserved or registered under chapter 23B.04
RCW; (iii) The name or reserved name of a mutual corporation or
miscellaneous corporation incorporated or authorized to do business
under this chapter; (iv) The fictitious name adopted under RCW 23B.15.060 by a foreign
corporation authorized to transact business in this state because its
real name is unavailable; (v) The corporate name or reserved name of a notforprofit
corporation incorporated or authorized to conduct affairs in this state
under chapter 24.03 RCW; (vi) The name or reserved name of a foreign or domestic limited
partnership formed or registered under chapter 25.10 RCW; (vii) The name or reserved name of a limited liability company
organized or registered under chapter 25.15 RCW; and (viii) The name or reserved name of a limited liability partnership
registered under chapter 25.04 RCW. (b) A corporation may apply to the secretary of state for
authorization to use a name that is not distinguishable upon the
records from one or more of the names described in (a) of this
subsection. The secretary of state shall authorize use of the name
applied for if: (i) The other corporation, company, holder, limited liability
partnership, or limited partnership consents to the use in writing and
files with the secretary of state documents necessary to change its
name or the name reserved or registered to a name that is
distinguishable upon the records of the secretary of state from the
name of the applying corporation; or (ii) The applicant delivers to the secretary of state a certified
copy of the final judgment of a court of competent jurisdiction
establishing the applicant's right to use the name applied for in this
state. (c) A corporation may use the name, including the fictitious name,
of another domestic or foreign corporation, limited liability company,
limited partnership, or limited liability partnership, that is used in
this state if the other entity is incorporated, organized, formed, or
authorized to transact business in this state, and the proposed user
corporation: (i) Has merged with the other corporation, limited liability
company, or limited partnership; or (ii) Has been formed by reorganization of the other corporation. (3) Shall be transliterated into letters of the English alphabet if
it is not in English. (4) The name of any corporation formed under this section shall not
include nor end with "incorporated", "company", or "corporation" or any
abbreviation thereof, but may use "club", "league", "association",
"services", "committee", "fund", "society", "foundation", "......,
a nonprofit mutual corporation", or any name of like import. (5) A name shall not be considered distinguishable upon the records
of the secretary of state by virtue of: (a) A variation in any of the following designations for the same
name: "Corporation," "incorporated," "company," "limited,"
"partnership," "limited partnership," "limited liability company," or
"limited liability partnership," or the abbreviations "corp.," "inc.,"
"co.," "ltd.," "LP," "L.P.," "LLP," "L.L.P.," "LLC," or "L.L.C."; (b) The addition or deletion of an article or conjunction such as
"the" or "and" from the same name; (c) Punctuation, capitalization, or special characters or symbols
in the same name; or (d) Use of abbreviation or the plural form of a word in the same
name. (6) This title does not control the use of assumed business names
or "trade names.")) must comply with the requirements of part I,
Article 3 of this act.
Sec.
RCW 24.06.046 and 1993 c 356 s 13 are each amended to
read as follows:
The exclusive right to the use of a corporate name may be reserved
((by: (1) Any person intending to organize a corporation under this
title. (2) Any domestic corporation intending to change its name. (3) Any foreign corporation intending to make application for a
certificate of authority to transact business in this state. (4) Any foreign corporation authorized to transact business in this
state and intending to change its name. (5) Any person intending to organize a foreign corporation and
intending to have such corporation make application for a certificate
of authority to transact business in this state. The reservation shall be made by filing with the secretary of state
an application to reserve a specified corporate name, executed by or on
behalf of the applicant. If the secretary of state finds that the name
is available for corporate use, the secretary of state shall reserve
the same for the exclusive use of the applicant for a period of one
hundred and eighty days. Such reservation shall be limited to one
filing. The right to the exclusive use of a specified corporate name so
reserved may be transferred to any other person or corporation by
filing in the office of the secretary of state, a notice of such
transfer, executed by the applicant for whom the name was reserved, and
specifying the name and address of the transferee)) in accordance with
section 1303 of this act.
Sec.
RCW 24.06.047 and 1994 c 211 s 1308 are each amended to
read as follows:
Any corporation, organized and existing under the laws of any state
or territory of the United States may register its corporate name
((under this title, provided its corporate name is not the same as, or
deceptively similar to, the name of any domestic corporation existing
under the laws of this state, or the name of any foreign corporation
authorized to transact business in this state, the name of any domestic
limited liability company organized under the laws of this state, or
the name of any foreign limited liability company authorized to
transact business in this state, the name of any domestic or foreign
limited partnership on file with the secretary, or any corporate name
reserved or registered under this title. Such registration shall be made by: (1) Filing with the secretary of state: (a) An application for
registration executed by the corporation by an officer thereof, setting
forth the name of the corporation, the state or country under the laws
of which it is incorporated, and the date of its incorporation, and (b)
a certificate setting forth that such corporation is in good standing
under the laws of the state or country wherein it is organized,
executed by the secretary of state of such state or territory or by
such other official as may have custody of the records pertaining to
corporations, and (2) Paying to the secretary of state the applicable annual
registration fee. The registration shall be effective until the close of the calendar
year in which the application for registration is filed)) in accordance
with section 1304 of this act.
Sec.
RCW 24.06.048 and 1982 c 35 s 124 are each amended to
read as follows:
A corporation which has in effect a registration of its corporate
name, may renew such registration ((from year to year by annually
filing an application for renewal setting forth the facts required to
be set forth in an original application for registration and a
certificate of good standing as required for the original registration
and by paying a fee of ten dollars. A renewal application may be filed
between the first day of October and the thirtyfirst day of December
in each year, and shall extend the registration for the following
calendar year)) in accordance with section 1304 of this act.
Sec.
RCW 24.06.050 and 2009 c 202 s 2 are each amended to
read as follows:
Each domestic corporation and foreign corporation authorized to do
business in this state shall have and continuously maintain in this
state((: (1) A registered office which may be, but need not be, the same as
its principal office. The registered office shall be at a specific
geographic location in this state, and be identified by number, if any,
and street, or building address or rural route, or, if a commonly known
street or rural route address does not exist, by legal description. A
registered office may not be identified by post office box number or
other nongeographic address. For purposes of communicating by mail,
the secretary of state may permit the use of a post office address in
conjunction with the registered office address if the corporation also
maintains on file the specific geographic address of the registered
office where personal service of process may be made. (2) A registered agent, which agent may be either an individual
resident in this state whose business office is identical with such
registered office, or a domestic corporation existing under any act of
this state, or a governmental body or agency, or a foreign corporation
authorized to transact business or conduct affairs in this state under
any act of this state having an office identical with such registered
office. The resident agent and registered office shall be designated
by duly adopted resolution of the board of directors; and a statement
of such designation, executed by an officer of the corporation, shall
be filed with the secretary of state. A registered agent shall not be
appointed without having given prior written consent to the
appointment. The written consent shall be filed with the secretary of
state in such form as the secretary may prescribe. The written consent
shall be filed with or as a part of the document first appointing a
registered agent. In the event any individual or corporation has been
appointed agent without consent, that person or corporation may file a
notarized statement attesting to that fact, and the name shall
forthwith be removed from the records of the secretary of state. No Washington corporation or foreign corporation authorized to
transact business in this state may be permitted to maintain any action
in any court in this state until the corporation complies with the
requirements of this section)) a registered agent in accordance with
part I, Article 4 of this act.
Sec.
RCW 24.06.055 and 2011 c 336 s 661 are each amended to
read as follows:
A corporation may change its ((registered office or change its))
registered agent((, or both, upon filing in the office of the secretary
of state a statement in the form prescribed by the secretary of state
setting forth: (1) The name of the corporation. (2) If the address of its registered office is to be changed, the
address to which the registered office is to be changed, including
street and number. (3) If the current registered agent is to be changed, the name of
its successor registered agent. (4) That the address of its registered office and the address of
the office of its registered agent, as changed, will be identical. Such statement shall be executed by the corporation by an officer
of the corporation, and delivered to the secretary of state, together
with a written consent of the registered office to his, her, or its
appointment, if applicable. If the secretary of state finds that such
statement conforms to the provisions of this chapter, the secretary of
state shall file such statement, and upon such filing, the change of
address of the registered office, or the appointment of a new
registered agent, or both, as the case may be, shall become effective))
by delivering to the secretary of state for filing a statement of
change in accordance with section 1407 of this act. Any registered agent of a corporation may resign as ((such)) agent
((upon filing a written notice thereof, executed in duplicate, with the
secretary of state, who shall forthwith mail a copy thereof to the
corporation in care of an officer, who is not the resigning registered
agent, at the address of such officer as shown by the most recent
annual report of the corporation. The appointment of such agent shall
terminate upon the expiration of thirty days after receipt of such
notice by the secretary of state)) by delivering to the secretary of
state for filing a statement of resignation in accordance with section
1410 of this act.
Sec.
RCW 24.06.060 and 1982 c 35 s 127 are each amended to
read as follows:
((The registered agent so appointed by a corporation shall be an
agent of such corporation upon whom)) Service of any process, notice or
demand required or permitted by law to be served upon the corporation
may be ((served. Whenever a corporation shall fail to appoint or maintain a
registered agent in this state, or whenever its registered agent cannot
with reasonable diligence be found at the registered office, then the
secretary of state shall be an agent of such corporation upon whom any
such process, notice, or demand may be served. Service on the
secretary of state of any such process, notice, or demand shall be made
by delivering to and leaving with the secretary of state, or with any
duly authorized clerk of the corporation department of his or her
office, duplicate copies of such process, notice or demand. In the
event any such process, notice or demand is served on the secretary of
state, the secretary of state shall immediately cause one of the copies
thereof to be forwarded by certified mail, addressed to the corporation
at its registered office. Any service so had on the secretary of state
shall be returnable in not less than thirty days. The secretary of state shall keep a record of all processes,
notices and demands served upon the secretary of state under this
section, and shall record therein the time of such service and his
action with reference thereto. Nothing herein contained shall limit or affect the right to serve
any process, notice or demand required or permitted by law to be served
upon a corporation in any other manner now or hereafter permitted by
law)) made in accordance with section 1412 of this act.
Sec.
RCW 24.06.160 and 2011 c 336 s 668 are each amended to
read as follows:
Each corporation shall keep correct and complete books and records
of account and shall keep minutes of the proceedings of its members,
shareholders, board of directors, and committees having any of the
authority of the board of directors; and shall keep at its registered
office ((or principal office in this state)) a record of the names and
addresses of its members and shareholders entitled to vote. All books
and records of a corporation may be inspected by any member or
shareholder, or his or her agent or attorney, for any proper purpose at
any reasonable time.
Sec.
RCW 24.06.200 and 1982 c 35 s 131 are each amended to
read as follows:
((Duplicate originals of)) The articles of amendment shall be
delivered to the secretary of state for filing in accordance with part
I, Article 2 of this act. ((If the secretary of state finds that the
articles of amendment conform to law, he or she shall, when all fees
have been paid as prescribed in this chapter: (1) Endorse on each of such originals the word "filed", and the
effective date of the filing thereof. (2) File one of such originals in his or her office. (3) Issue a certificate of amendment to which he or she shall affix
one of such originals. The certificate of amendment, together with the other duplicate
original of the articles of amendment affixed thereto by the secretary
of state shall be returned to the corporation or its representative and
shall be retained by the corporation.))
Sec.
RCW 24.06.205 and 1982 c 35 s 132 are each amended to
read as follows:
Upon the filing of the articles of amendment by the secretary of
state, the amendment shall become effective as provided in section 1203
of this act and the articles of incorporation shall be deemed to be
amended accordingly. No amendment shall affect any existing cause of action in favor of
or against such corporation, nor any pending action to which such
corporation shall be a party, nor the existing rights of persons other
than members; and, in the event the corporate name shall be changed by
amendment, no action brought by or against such corporation under its
former name shall abate for that reason.
Sec.
RCW 24.06.207 and 1982 c 35 s 133 are each amended to
read as follows:
A domestic corporation may at any time restate its articles of
incorporation as theretofore amended, by a resolution adopted by the
board of directors. Upon the adoption of the resolution, restated articles of
incorporation shall be executed ((in duplicate)) by the corporation by
one of its officers and shall set forth all of the operative provisions
of the articles of incorporation as theretofore amended together with
a statement that the restated articles of incorporation correctly set
forth without change the corresponding provisions of the articles of
incorporation as theretofore amended and that the restated articles of
incorporation supersede the original articles of incorporation and all
amendments thereto. ((Duplicate originals of)) The restated articles of incorporation
shall be delivered to the secretary of state for filing in accordance
with part I, Article 2 of this act. ((If the secretary of state finds
that the restated articles of incorporation conform to law, the
secretary of state shall, when all fees required by this title have
been paid: (1) Endorse on each duplicate original the word "Filed" and the
effective date of the filing thereof; (2) File one duplicate original; and (3) Issue a restated certificate of incorporation, to which the
other duplicate original shall be affixed. The restated certificate of incorporation, together with the
duplicate original of the restated articles of incorporation affixed
thereto by the secretary of state, shall be returned to the corporation
or its representative.)) Upon the filing of the restated articles of incorporation by the
secretary of state, the restated articles of incorporation shall become
effective as provided in section 1203 of this act and shall supersede
the original articles of incorporation and all amendments thereto.
Sec.
RCW 24.06.225 and 2000 c 167 s 9 are each amended to
read as follows:
(1) Upon approval, articles of merger or articles of consolidation
shall be executed ((in duplicate originals)) by each corporation, by an
officer of each corporation, and shall set forth: (a) The plan of merger or the plan of consolidation; (b) A statement setting forth the date of the meeting of members or
shareholders at which the plan was adopted, that a quorum was present
at such meeting, and that such plan received at least twothirds of the
votes which members and shareholders of the corporation and of each
class entitled to vote thereon as a class, present at such meeting in
person or by mail or by electronic transmission or represented by proxy
were entitled to cast, or a statement that such amendment was adopted
by a consent in writing signed by all members; (2) ((Duplicate originals of)) The articles of merger or articles
of consolidation shall be delivered to the secretary of state((. If
the secretary of state finds that such articles conform to law, he or
she shall, when all fees have been paid as prescribed in this chapter: (a) Endorse on each of such originals the word "filed", and the
effective date of the filing thereof; (b) File one of such originals in his or her office; (c) Issue a certificate of merger or a certificate of consolidation
to which he or she shall affix one of such originals. The certificate of merger or certificate of consolidation, together
with the original of the articles of merger or articles of
consolidation affixed thereto by the secretary of state shall be
returned to the surviving or new corporation, as the case may be, or
its representative, and shall be retained by the corporation)) for
filing in accordance with part I, Article 2 of this act.
Sec.
RCW 24.06.233 and 1982 c 35 s 136 are each amended to
read as follows:
One or more foreign corporations and one or more domestic
corporations may be merged or consolidated or participate in an
exchange in the following manner, if such merger, consolidation, or
exchange is permitted by the laws of the state under which each such
foreign corporation is organized: (1) Each domestic corporation shall comply with the provisions of
this title with respect to the merger, consolidation, or exchange, as
the case may be, of domestic corporations and each foreign corporation
shall comply with the applicable provisions of the laws of the state
under which it is organized. (2) If the surviving or new corporation in a merger or
consolidation is to be governed by the laws of any state other than
this state, it shall comply with the provisions of this title and part
I, Article 5 of this act with respect to foreign corporations if it is
to transact business in this state, and in every case it shall file
with the secretary of state of this state: (a) An agreement that it may be served with process in ((this
state)) accordance with section 1412 of this act in any proceeding for
the enforcement of any obligation of any domestic corporation which is
a party to such merger or consolidation and in any proceeding for the
enforcement of the rights, if any, of a dissenting shareholder of any
such domestic corporation against the surviving or new corporation; and (b) ((An irrevocable appointment of the secretary of state of this
state as its agent to accept service of process in any such proceeding;
and (c))) An agreement that it will promptly pay to the dissenting
shareholders of any such domestic corporation the amount, if any, to
which they shall be entitled under the provisions of this title with
respect to the rights of dissenting shareholders. The effect of such merger or consolidation shall be the same as in
the case of the merger or consolidation of domestic corporations, if
the surviving or new corporation is to be governed by the laws of this
state. If the surviving or new corporation is to be governed by the
laws of any state other than this state, the effect of such merger or
consolidation shall be the same as in the case of the merger or
consolidation of domestic corporations except insofar as the laws of
such other state provide otherwise. (3) At any time prior to the effective date of the articles of
merger, consolidation, or exchange, the merger, consolidation, or
exchange, may be abandoned pursuant to provision therefor, if any, set
forth in the plan of merger, consolidation or exchange. In the event
the merger, consolidation, or exchange is abandoned, the parties
thereto shall execute a notice of abandonment ((in triplicate)) signed
by an officer for each corporation signing the notice and deliver the
notice to the secretary of state for filing in accordance with part I,
Article 2 of this act. ((If the secretary of state finds the notice
conforms to law, the secretary of state shall: (a) Endorse on each of the originals the word "Filed" and the
effective date of the filing thereof; (b) File one of the triplicate originals in the secretary of
state's office; and (c) Issue the other triplicate originals to the respective parties
or their representatives.))
Sec.
RCW 24.06.280 and 1982 c 35 s 139 are each amended to
read as follows:
((Duplicate originals of)) The articles of dissolution shall be
delivered to the secretary of state for filing in accordance with part
I, Article 2 of this act. ((If the secretary of state finds that such
articles of dissolution conform to law, he or she shall, when all
requirements have been met as prescribed in this chapter: (1) Endorse on each of such originals the word "filed", and the
effective date of the filing thereof. (2) File one of the originals in his or her office. (3) Issue a certificate of dissolution which he or she shall affix
to one of such originals. The certificate of dissolution, together with the original of the
articles of dissolution affixed thereto by the secretary of state,
shall be returned to the representative of the dissolved corporation
and shall be retained with the corporation minutes.)) Upon the filing of the articles of dissolution, the corporate
existence shall cease, except for the purpose of determining such
suits, other proceedings and appropriate corporate action by members,
directors and officers as are authorized in this chapter.
Sec.
RCW 24.06.290 and 1994 c 287 s 10 are each amended to
read as follows:
Failure of the corporation to file its annual report within the
time required shall not derogate from the rights of its creditors, or
prevent the corporation from being sued and from defending lawsuits,
nor shall it release the corporation from any of the duties or
liabilities of a corporation under law. A corporation shall be administratively dissolved by the secretary
of state ((upon the conditions prescribed in this section when the
corporation: (1) Has failed to file or complete its annual report within the
time required by law; (2) Has failed for thirty days to appoint or maintain a registered
agent in this state; or (3) Has failed for thirty days, after change of its registered
agent or registered office, to file in the office of the secretary of
state a statement of such change. A corporation shall not be dissolved under this section unless the
secretary of state has given the corporation not less than sixty days'
notice of its delinquency or omission, by firstclass mail, postage
prepaid, addressed to the registered office, or, if there is no
registered office, to the last known address of any officer or director
as shown by the records of the secretary of state, and unless the
corporation has failed to correct the omission or delinquency before
expiration of the sixtyday period. When a corporation has given cause for dissolution under this
section, and has failed to correct the delinquency or omission as
provided in this section, the secretary of state shall dissolve the
corporation by issuing a certificate of involuntary dissolution
containing a statement that the corporation has been dissolved and the
date and reason for which it was dissolved. The original certificate
of involuntary dissolution shall be filed in the records of the
secretary of state, and a copy of the certificate shall forthwith be
mailed to the corporation at its registered office or, if there is no
registered office, to the last known address of the corporation or any
officer, director, or incorporator of the corporation, as shown by the
records of the secretary of state. Upon the filing of the certificate
of involuntary dissolution, the existence of the corporation shall
cease, except as otherwise provided in this chapter, and its name shall
be available to and may be adopted by another corporation after the
dissolution)) under the circumstances and procedures provided in part
I, Article 6 of this act. A corporation which has been administratively dissolved ((by
operation of this section may be reinstated within a period of three
years following its dissolution if it completes and files a current
annual report for the current reinstatement year or it appoints or
maintains a registered agent, or files a required statement of change
of registered agent or registered office and in addition pays the
reinstatement fee as set by rule by the secretary of state, plus the
full amount of all annual fees that would have been assessed for the
years of administrative dissolution had the corporation been in active
status, including the reinstatement year plus any penalties as
established by rule by the secretary of state. If during the period of
dissolution another person or corporation has reserved or adopted a
corporate name which is identical or deceptively similar to the
dissolved corporation's name, the dissolved corporation seeking
reinstatement shall be required to adopt another name consistent with
the requirements of this chapter and to amend its articles
accordingly)) under section 1602 of this act may apply to the secretary
of state for reinstatement in accordance with section 1603 of this act. When a corporation has been administratively dissolved ((by
operation of this section)) under section 1602 of this act, remedies
available to or against it shall survive in the manner provided by RCW
24.06.335 and thereafter the directors of the corporation shall hold
title to the property of the corporation as trustees for the benefit of
its creditors and shareholders.
Sec.
RCW 24.06.300 and 1969 ex.s. c 120 s 60 are each
amended to read as follows:
The superior court shall have full power to liquidate the assets
and to provide for the dissolution of a corporation when: (1) In any action by a member, shareholder or director it is made
to appear that: (a) The directors are deadlocked in the management of the corporate
affairs and that irreparable injury to the corporation is being
suffered or is threatened by reason thereof, and that the members or
shareholders are unable to break the deadlock; or (b) The acts of the directors or those in control of the
corporation are illegal, oppressive, or fraudulent; or (c) The corporate assets are being misapplied or wasted; or (d) The corporation is unable to carry out its purposes; or (e) The shareholders have failed, for a period which includes at
least two consecutive annual meeting dates, to elect successors to
directors whose terms have expired or would have expired upon the
election of their successors. (2) In an action by a creditor: (a) The claim of the creditor has been reduced to judgment and an
execution thereon has been returned unsatisfied, and it is established
that the corporation is insolvent; or (b) The corporation has admitted in writing that the claim of the
creditor is due and owing, and it is established that the corporation
is insolvent. (3) A corporation applies to have its dissolution continued under
the supervision of the court. (4) An action has been filed by the attorney general to dissolve
the corporation and it is established that liquidation of its affairs
should precede the entry of a decree of dissolution. Proceedings under subsections (1), (2) or (3) of this section shall
be brought in the county in which the registered office ((or the
principal office)) of the corporation is situated. It shall not be necessary to make directors, members or
shareholders party to any such action or proceedings unless relief is
sought against them personally.
Sec.
RCW 24.06.340 and 1969 ex.s. c 120 s 68 are each
amended to read as follows:
(1) No foreign corporation shall have the right to conduct affairs
in this state until it ((shall have procured a certificate of authority
from)) registers with the secretary of state ((to do so)) in accordance
with the requirements of part I, Article 5 of this act. ((No foreign
corporation shall be entitled to procure a certificate of authority
under this chapter to conduct in this state any affairs which a
corporation organized under this chapter is not permitted to conduct:
PROVIDED, That no foreign corporation shall be denied a certificate of
authority by reason of the fact that the laws of the state or country
under which such corporation is organized governing its organization
and internal affairs differ from the laws of this state: PROVIDED
FURTHER, That nothing in this chapter contained shall be construed to
authorize this state to regulate the organization or the internal
affairs of such corporation.)) (2) ((Without excluding other activities not constituting the
conduct of affairs in this state, a foreign corporation shall, for
purposes of this chapter, not be considered to be)) A nonexhaustive
list of activities that do not constitute conducting affairs in this
state ((by reason of carrying on in this state any one or more of the
following activities: (a) Maintaining or defending any action or suit or any
administrative or arbitration proceeding, or effecting the settlement
thereof, or the settlement of claims or disputes. (b) Holding meetings of its directors, members, or shareholders, or
carrying on other activities concerning its internal affairs. (c) Maintaining bank accounts. (d) Creating evidences of debt, mortgages or liens on real or
personal property. (e) Securing or collecting debts due to it or enforcing any rights
in property securing the same)) is provided in section 1505 of this
act.
Sec.
RCW 24.06.345 and 1969 ex.s. c 120 s 69 are each
amended to read as follows:
A foreign corporation ((which shall have received a certificate of
authority under this chapter shall, until a certificate of revocation
or of withdrawal shall have been issued as provided in this chapter,
enjoy the same but no greater rights and privileges as a domestic
corporation organized for the purposes set forth in the application
pursuant to which such certificate of authorization is issued, and
shall be subject to the same duties, restrictions, penalties and
liabilities now or hereafter imposed upon a domestic corporation of
like character)) that registers to conduct affairs in this state is
subject to section 1501 of this act relating to the effect of
registration and the governing law for registered foreign corporations.
Sec.
RCW 24.06.350 and 1982 c 35 s 143 are each amended to
read as follows:
((No certificate of authority shall be issued to a foreign
corporation unless the corporate name of such corporation complies with
the provisions of RCW 24.06.045. However, a foreign corporation
applying for a certificate of authority may file with the secretary of
state a resolution of its board of directors adopting a fictitious name
for use in transacting business in this state, if the fictitious name
complies with RCW 24.06.045.)) The corporate name of a foreign
corporation registered in this state must comply with the provisions of
section 1506 and part I, Article 3 of this act.
Sec.
RCW 24.06.360 and 1989 c 307 s 38 are each amended to
read as follows:
A foreign corporation((, in order to procure a certificate of
authority)) may register to conduct affairs in this state((, shall make
application therefor)) by delivering to the secretary of state((, which
application shall set forth: (1) The name of the corporation and the state or country under the
laws of which it is incorporated. (2) The date of incorporation and the period of duration of the
corporation. (3) The address of the principal office of the corporation in the
state or country under the laws of which it is incorporated. (4) The address of the proposed registered office of the
corporation in this state, and the name of its proposed registered
agent in this state at such address. (5) For the purpose or purposes of the corporation which it
proposes to pursue in conducting its affairs in this state. (6) The names and respective addresses of the directors and
officers of the corporation. (7) Such additional information as may be necessary or appropriate
in order to enable the secretary of state to determine whether such
corporation is entitled to a certificate of authority to conduct
affairs in this state)) for filing a foreign registration statement in
accordance with section 1503 of this act.
Sec.
RCW 24.06.370 and 1982 c 35 s 145 are each amended to
read as follows:
Upon the filing of the ((application for certificate of authority))
foreign registration statement by the secretary of state, the
corporation shall be authorized to conduct affairs in this state for
those purposes set forth in its application((: PROVIDED, That the
state may suspend or revoke such authority as provided in this chapter
for revocation and suspension of domestic corporation franchises))
subject to the right of the state to terminate the registration as
provided in section 1511 of this act.
Sec.
RCW 24.06.375 and 1969 ex.s. c 120 s 75 are each
amended to read as follows:
Every foreign corporation ((authorized)) registered to conduct
affairs in this state shall have and continuously maintain in this
state((: (1) A registered office which may but need not be the same as its
principal office. (2) A registered agent, who may be: (a) An individual resident of this state whose business office is
identical with the registered office; or (b) A domestic corporation organized under any law of this state;
or (c) A foreign corporation authorized under any law of this state to
transact business or conduct affairs in this state, having an office
identical with the registered office)) a registered agent in accordance
with part I, Article 4 of this act.
Sec.
RCW 24.06.380 and 1993 c 356 s 19 are each amended to
read as follows:
A foreign corporation ((authorized)) registered to conduct affairs
in this state may change its ((registered office or change its))
registered agent((, or both, upon filing in the office of)) by
delivering to the secretary of state ((in a form approved by the
secretary of state a statement setting forth: (1) The name of the corporation. (2) If the address of the current registered office is to be
changed, such new address. (3) If the current registered agent is to be changed, the name of
the new registered agent. (4) That the address of its registered office and the address of
the office of its registered agent, as changed, will be identical. Such)) for filing a statement of change in accordance with section
1407 of this act. The statement shall be executed by the corporation,
by an officer of the corporation((, and delivered to the secretary of
state, together with a written consent of the registered agent to his
or its appointment, if applicable. If the secretary of state finds
that such statement conforms to the provisions of this chapter, he or
she shall file such statement in his or her office, and upon such
filing the change of address of the registered office, or the
appointment of a new registered agent, or both, as the case may be,
shall become effective)). ((If)) A registered agent ((changes his or her business address to
another place within the state, the registered agent may change such
address and the address of the registered office of any corporation of
which the registered agent is registered agent by filing a statement as
required by this section, except that it need be signed only by the
registered agent, it need not be responsive to subsection (3) of this
section, and it shall recite that a copy of the statement has been
mailed to the corporation)) may change its information on file with the
secretary of state in accordance with sections 1408 or 1409 of this
act.
Sec.
RCW 24.06.385 and 1969 ex.s. c 120 s 77 are each
amended to read as follows:
Any registered agent in this state appointed by a foreign
corporation may resign as such agent ((upon filing a written notice
thereof, executed in duplicate, with)) by executing and delivering to
the secretary of state((, who shall forthwith mail a copy thereof to
the foreign corporation at its principal office in the state or country
under the laws of which it is incorporated as shown by its most recent
annual report. The appointment of such agent shall terminate upon the
expiration of thirty days after receipt of such notice by the secretary
of state)) for filing a statement of resignation in accordance with
section 1410 of this act.
Sec.
RCW 24.06.390 and 1969 ex.s. c 120 s 78 are each
amended to read as follows:
((The registered agent so appointed by a foreign corporation
authorized to conduct affairs in this state shall be an agent of such
corporation upon whom)) Service of any process, notice or demand
required or permitted by law to be served upon the corporation may be
((served)) made in accordance with section 1412 of this act.
Sec.
RCW 24.06.395 and 1982 c 35 s 147 are each amended to
read as follows:
Whenever a foreign corporation authorized to conduct affairs in
this state shall fail to appoint or maintain a registered agent in this
state, or whenever any such registered agent cannot with reasonable
diligence be found at the registered office, or whenever the
certificate of authority of a foreign corporation shall be suspended or
revoked((, then the secretary of state shall be an agent of such
corporation upon whom any such)) service of any process, notice, or
demand upon the corporation may be ((served. Service on the secretary
of state of any such process, notice, or demand shall be made by
delivering to and leaving with the secretary of state, or with any duly
authorized clerk of the corporation department of the secretary of
state's office, duplicate copies of such process, notice or demand. In
the event any such process, notice or demand is served on the secretary
of state, the secretary of state shall immediately cause one of such
copies thereof to be forwarded by certified mail, addressed to the
corporation at its principal office in the state or country under the
laws of which it is incorporated. Any service so had on the secretary
of state shall be returnable in not less than thirty days. The secretary of state shall keep a record of all processes,
notices and demands served upon the secretary of state under this
action, and shall record therein the time of such service and his or
her action with reference thereto: PROVIDED, That)) made in accordance
with section 1412 of this act. Nothing contained in this section shall
limit or affect the right to serve any process, notice or demand,
required or permitted by law to be served upon a corporation in any
other manner now or hereafter permitted by law.
Sec.
RCW 24.06.410 and 1969 ex.s. c 120 s 82 are each
amended to read as follows:
A foreign corporation ((authorized)) registered to conduct affairs
in this state shall ((apply for an amended certificate of authority in
the event that it wishes to change its corporate name, or desires to
pursue in this state purposes other or additional to those set forth in
its initial application for a certificate of authority. The requirements with respect to the form and content of such
application, the manner of its execution, the filing, the issuance of
an amended certificate of authority, and the effect thereof shall be
the same as in the case of an original application for a certificate of
authority)) amend its foreign registration statement under the
circumstances specified in section 1504 of this act.
Sec.
RCW 24.06.415 and 1993 c 356 s 20 are each amended to
read as follows:
A foreign corporation ((authorized)) registered to conduct affairs
in this state may withdraw from this state ((upon procuring from)) by
delivering a statement of withdrawal to the secretary of state ((a
certificate of withdrawal. In order to procure such certificate of
withdrawal, the foreign corporation shall deliver to the secretary of
state an application for withdrawal, which shall set forth: (1) The name of the corporation and the state or country under
whose laws it is incorporated. (2) A declaration that the corporation is not conducting affairs in
this state. (3) A surrender of its authority to conduct affairs in this state. (4) A notice that the corporation revokes the authority of its
registered agent in this state to accept service of process and
consents that service of process in any action, suit or proceeding,
based upon any cause of action arising in this state during the time
the corporation was authorized to conduct affairs in this state, may
thereafter be made upon such corporation by service thereof on the
secretary of state. (5) A copy of the revenue clearance certificate issued pursuant to
chapter 82.32 RCW. (6) A post office address to which the secretary of state may mail
a copy of any process that may be served on the secretary of state as
agent for the corporation. The application for withdrawal shall be made on forms prescribed
and furnished by the secretary of state and shall be executed by the
corporation, by one of the officers of the corporation, or, if the
corporation is in the hands of a receiver or trustee, shall be executed
on behalf of the corporation by such receiver or trustee)) for filing
in accordance with section 1507 of this act.
Sec.
RCW 24.06.425 and 1982 c 35 s 150 are each amended to
read as follows:
(((1))) The ((certificate of authority)) registration of a foreign
corporation to conduct affairs in this state may be ((revoked))
terminated by the secretary of state ((upon the conditions prescribed
in this section when: (a) The corporation has failed to file its annual report within the
time required by this chapter or has failed to pay any fees or
penalties prescribed by this chapter as they become due and payable; or (b) The corporation has failed for thirty days to appoint and
maintain a registered agent in this state as required by this chapter;
or (c) The corporation has failed, for thirty days after change of its
registered agent or registered office, to file in the office of the
secretary of state a statement of such change as required by this
chapter; or (d) The corporation has failed to file in the office of the
secretary of state any amendment to its articles of incorporation or
any articles of merger within the time prescribed by this chapter; or (e) The certificate of authority of the corporation was procured
through fraud practiced upon the state; or (f) The corporation has continued to exceed or abuse the authority
conferred upon it by this chapter; or (g) A misrepresentation has been made as to any material matter in
any application, report, affidavit, or other document, submitted by
such corporation pursuant to this chapter. (2) No certificate of authority of a foreign corporation shall be
revoked by the secretary of state unless the secretary of state shall
have given the corporation not less than sixty days' notice thereof by
firstclass mail addressed to its registered office in this state, or,
if there is no registered office, to the last known address of any
officer or director of the corporation as shown by the records of the
secretary of state, and the corporation shall have failed prior to
revocation to (a) file such annual report, (b) pay such fees or
penalties, (c) file the required statement of change of registered
agent or registered office, (d) file such articles of amendment or
articles of merger, or (e) correct any delinquency, omission, or
material misrepresentation in its application, report, affidavit, or
other document)) in accordance with section 1511 of this act.
Sec.
RCW 24.06.435 and 1969 ex.s. c 120 s 87 are each
amended to read as follows:
((No)) A foreign corporation conducting affairs in this state
without ((a certificate of authority shall be permitted to maintain any
action, suit, or proceeding in any court of this state until such
corporation shall have obtained a certificate of authority. Nor shall
any action, suit or proceeding be maintained in any court of this state
by any successor or assignee of such corporation on any right, claim,
or demand arising out of the conduct of affairs by such corporation in
this state until a certificate of authority shall have been obtained by
the corporation or by a valid corporation which has (1) acquired all or
substantially all of its assets and (2) assumed all of its liabilities:
PROVIDED, That the failure of a foreign corporation to obtain a
certificate of authority to conduct affairs in this state shall not
impair the substantive validity of any contract or act of such
corporation, and shall not prevent such corporation from defending any
action, suit or proceeding in any court of this state under such terms
and conditions as a court may find just)) registering with the
secretary of state is subject to section 1502 of this act.
Sec.
RCW 24.06.440 and 1993 c 356 s 22 are each amended to
read as follows:
Each domestic corporation, and each foreign corporation
((authorized)) registered to conduct affairs in this state, shall
((file, within the time prescribed by this chapter,)) deliver an annual
((or biennial)) report((, established by)) to the secretary of state
((by rule, in the form prescribed by the secretary of state setting
forth: (1) The name of the corporation and the state or country under
whose laws it is incorporated. (2) The address of the registered office of the corporation in this
state, including street and number, the name of its registered agent in
this state at such address, and, in the case of a foreign corporation,
the address of its principal office in the state or country under whose
laws it is incorporated. (3) A brief statement of the character of the affairs in which the
corporation is engaged, or, in the case of a foreign corporation,
engaged in this state. (4) The names and respective addresses of the directors and
officers of the corporation. (5) The corporation's unified business identifier number. The information shall be given as of the date of the execution of
the report. It shall be executed by the corporation by an officer of
the corporation, or, if the corporation is in the hands of a receiver
or trustee, it shall be executed on behalf of the corporation by such
receiver or trustee. The secretary of state may by rule adopted under chapter 34.05 RCW
provide that correction or updating of information appearing on
previous annual or biennial filings is sufficient to constitute the
current filing)) in accordance with section 1213 of this act.
Sec.
RCW 24.06.450 and 2010 1st sp.s. c 29 s 4 are each
amended to read as follows:
(((1))) Corporations are subject to the applicable fees, charges,
and penalties established by the secretary of state ((must establish by
rule, fees for the following: (a) Filing articles of incorporation. (b) Filing an annual report. (c) Filing an application of a foreign corporation for a
certificate of authority to conduct affairs in this state. (d) Filing articles of amendment or restatement. (e) Filing articles of merger or consolidation. (f) Filing a statement of change of address of registered office or
change of registered agent, or revocation, resignation, or any
combination of these. (g) Filing articles of dissolution, no fee. (h) Filing an application of a foreign corporation for an amended
certificate of authority to conduct affairs in this state. (i) Filing a copy of an amendment to the articles of incorporation
of a foreign corporation holding a certificate of authority to conduct
affairs in this state. (j) Filing a copy of articles of merger of a foreign corporation
holding a certificate of authority to conduct affairs in this state. (k) Filing an application for withdrawal of a foreign corporation
and issuing a certificate of withdrawal. (l) Filing a certificate by a foreign corporation of the
appointment of a registered agent. (m) Filing a certificate by a foreign corporation of the revocation
of the appointment of a registered agent. (n) Filing an application to reserve a corporate name. (o) Filing a notice of transfer of a reserved corporate name. (p) Filing any other statement or report of a domestic or foreign
corporation. (2) Fees are adjusted by rule in an amount that does not exceed the
average biennial increase in the cost of providing service. This must
be determined in a biennial cost study performed by the secretary))
under section 1214 of this act and RCW 43.07.120.
Sec.
RCW 24.06.470 and 2011 c 336 s 669 are each amended to
read as follows:
Each director and officer of a corporation, domestic or foreign,
who fails or refuses within the time prescribed by this chapter, to
answer truthfully and fully any interrogatories propounded to him or
her by the secretary of state in accordance with the provisions of this
chapter, ((or who signs any articles, statement, report, application,
or other document filed with the secretary of state,)) which is known
to such officer or director to be false in any material respect, shall
be deemed to be guilty of a misdemeanor, and upon conviction thereof
shall be fined in an amount not to exceed five hundred dollars on each
count.
Sec.
RCW 24.06.490 and 1982 c 35 s 160 are each amended to
read as follows:
(((1) If the secretary of state shall fail to approve any articles
of incorporation, amendment, merger, consolidation, or dissolution, or
any other document required by this chapter to be approved by the
secretary of state before the same shall be filed in his or her office,
the secretary of state shall, within ten days after the delivery of
such document to him or her, give written notice of disapproval to the
person or corporation, domestic or foreign, delivering the same,
specifying the reasons therefor. The person or corporation may apply
to the superior court of the county in which the registered office of
such corporation is situated, or is proposed, in the document, by
filing a petition with the clerk of such court setting forth a copy of
the articles or other document tendered to the secretary of state,
together with a copy of the written disapproval thereof by the
secretary of state; whereupon the matter shall be tried to the court on
all questions of fact and law; and the court shall either sustain or
overrule the action of the secretary of state. (2) If the secretary of state shall revoke the certificate of
authority to conduct affairs in this state of any foreign corporation,
such foreign corporation may likewise apply to the superior court of
the county where the registered office of such corporation in this
state is situated, by filing with the clerk of such court a petition
setting forth a copy of its certificate of authority to conduct affairs
in this state and a copy of the notice of revocation given by the
secretary of state; whereupon the matter shall be tried to the court on
all questions of fact and law; and the court shall either sustain or
overrule the action of the secretary of state. (3) Appeals from all final orders and judgments entered by the
superior court under this section, in the review of any ruling or
decision of the secretary of state may be taken as in other civil
actions.)) Section 1206 of this act governs the secretary of state's
duty to file records delivered to the secretary of state for filing,
the manner and effect of filing, and procedures that apply when the
secretary of state refuses to file a record.
NEW SECTION.
Sec.
The following acts or parts of acts are
each repealed: RCW 24.06.170 (Filing of articles of incorporation) and 1982 c
35 s 128, 1981 c 302 s 5, & 1969 ex.s. c 120 s 34; RCW 24.06.293 (Administrative dissolution or revocation of a
certificate of authorityCorporation name not distinguishable from
name of governmental entityApplication by governmental entity) and
1997 c 12 s 3; RCW 24.06.355 (Change of name by foreign corporation) and 1969
ex.s. c 120 s 71; RCW 24.06.365 (Filing of application for certificate of
authorityIssuance) and 1982 c 35 s 144 & 1969 ex.s. c 120 s 73; RCW 24.06.420 (Filing of application for withdrawalIssuance
of certificate of withdrawal) and 1982 c 35 s 149 & 1969 ex.s. c 120 s
84; RCW 24.06.430 (Issuance and filing of certificate of
revocationEffect) and 1982 c 35 s 151 & 1969 ex.s. c 120 s 86; RCW 24.06.433 (Foreign corporationsApplication for
reinstatement) and 1993 c 356 s 21; RCW 24.06.445 (Filing of annual or biennial report of domestic
and foreign corporations) and 2011 c 183 s 6, 1993 c 356 s 23, 1982 c
35 s 153, 1973 c 146 s 1, & 1969 ex.s. c 120 s 89; RCW 24.06.455 (Miscellaneous fees) and 1993 c 269 s 8, 1982 c
35 s 155, 1979 ex.s. c 133 s 3, 1973 c 70 s 3, & 1969 ex.s. c 120 s 91; RCW 24.06.460 (Disposition of fees) and 1982 c 35 s 156 & 1969
ex.s. c 120 s 92; RCW 24.06.495 (Certificates and certified copies to be
received in evidence) and 1982 c 35 s 161 & 1969 ex.s. c 120 s 99; and RCW 24.06.915 (Notice to existing corporations) and 1982 c 35
s 164 & 1969 ex.s. c 120 s 109.
PART VGENERAL AND LIMITED LIABILITY PARTNERSHIPS AND REVISED UNIFORM
PARTNERSHIP ACT REVISIONS
Sec.
RCW 25.05.005 and 2009 c 202 s 3 are each amended to
read as follows:
The definitions in this section apply throughout this chapter
unless the context clearly requires otherwise: (1) "Business" includes every trade, occupation, and profession. (2) "Debtor in bankruptcy" means a person who is the subject of: (a) An order for relief under Title 11 of the United States Code or
a comparable order under a successor statute of general application; or (b) A comparable order under federal, state, or foreign law
governing insolvency. (3) "Distribution" means a transfer of money or other property from
a partnership to a partner in the partner's capacity as a partner or to
the partner's transferee. (4) "Foreign limited liability partnership" means a partnership
that: (a) Is formed under laws other than the laws of this state; and (b) Has the status of a limited liability partnership under those
laws. (5) "Limited liability partnership" means a partnership that has
filed an application under RCW 25.05.500 and does not have a similar
statement in effect in any other jurisdiction. (6) "Partnership" means an association of two or more persons to
carry on as coowners a business for profit formed under RCW 25.05.055,
predecessor law, or comparable law of another jurisdiction. (7) "Partnership agreement" means the agreement, whether written,
oral, or implied, among the partners concerning the partnership,
including amendments to the partnership agreement. (8) "Partnership at will" means a partnership in which the partners
have not agreed to remain partners until the expiration of a definite
term or the completion of a particular undertaking. (9) "Partnership interest" or "partner's interest in the
partnership" means all of a partner's interests in the partnership,
including the partner's transferable interest and all management and
other rights. (10) "Person" means an individual, corporation, business trust,
estate, trust, partnership, limited liability company, association,
joint venture, government, governmental subdivision, agency, or
instrumentality, or any other legal or commercial entity. (11) "Property" means all property, real, personal, or mixed,
tangible or intangible, or any interest therein. (12) "Registered agent" means ((an individual resident of this
state, a domestic corporation, a government, governmental subdivision,
agency, or instrumentality, or a foreign corporation authorized to do
business in this state)) the person designated under part I, Article 4
of this act to serve as the agent of the entity authorized to receive
service of any process, notice, or demand required or permitted by law
to be served on the entity. (13) "State" means a state of the United States, the District of
Columbia, the Commonwealth of Puerto Rico, or any territory or insular
possession subject to the jurisdiction of the United States. (14) "Statement" means a statement of partnership authority under
RCW 25.05.110, a statement of denial under RCW 25.05.115, a statement
of dissociation under RCW 25.05.265, a statement of dissolution under
RCW 25.05.320, or an amendment or cancellation of any statement under
these sections. (15) "Transfer" includes an assignment, conveyance, lease,
mortgage, deed, and encumbrance.
Sec.
RCW 25.05.025 and 1998 c 103 s 105 are each amended to
read as follows:
(1) A statement may be ((filed in)) delivered to the office of the
secretary of state for filing in accordance with part I, Article 2 of
this act. A certified copy of a statement that is filed in an office
in another state may be ((filed in)) delivered to the office of the
secretary of state for filing in accordance with part I, Article 2 of
this act. Either filing has the effect provided in this chapter with
respect to partnership property located in or transactions that occur
in this state. (2) A statement ((filed)) delivered by a partnership to the
secretary of state for filing must be executed by at least two
partners. Other statements must be executed by a partner or other
person authorized by this chapter. An individual who executes a
statement as, or on behalf of, a partner or other person shall
personally declare under penalty of perjury that the contents of the
statement are accurate. (3) A person authorized by this chapter to ((file)) deliver a
statement to the secretary of state for filing may amend or cancel the
statement by delivering to the secretary of state for filing an
amendment or cancellation that names the partnership, identifies the
statement, and states the substance of the amendment or cancellation. (4) A person who ((files)) delivers a statement ((pursuant to this
section)) to the secretary of state for filing shall promptly send a
copy of the statement to every nonfiling partner and to any other
person named as a partner in the statement. Failure to send a copy of
a statement to a partner or other person does not limit the
effectiveness of the statement as to a person not a partner.
Sec.
RCW 25.05.110 and 1998 c 103 s 303 are each amended to
read as follows:
(1) A partnership may ((file)) deliver to the secretary of state
for filing a statement of partnership authority, which: (a) Must include: (i) The name of the partnership; and (ii) The street address of its chief executive office and of one
office in this state, if there is one; and (b) May state the names of all of the partners, the names of the
partners authorized to execute an instrument transferring real property
held in the name of the partnership, the authority, or limitations on
the authority, of some or all of the partners to enter into other
transactions on behalf of the partnership and any other matter. (2) A grant of authority contained in a filed statement of
partnership authority is conclusive in favor of a person not a partner
who gives value without knowledge to the contrary, so long as and to
the extent that a limitation on that authority is not then contained in
a subsequently filed statement. A filed cancellation of a limitation
on authority revives the previous grant of authority. (3) A person not a partner is deemed to know of a limitation on the
authority of a partner to transfer real property held in the name of
the partnership if the limitation is contained in a filed statement of
partnership authority. (4) Except as otherwise provided in subsection (3) of this section
and RCW 25.05.265 and 25.05.320, a person not a partner is not deemed
to know of a limitation on the authority of a partner merely because
the limitation is contained in a filed statement. (5) Unless earlier canceled, a filed statement of partnership
authority is canceled by operation of law five years after the date on
which the statement, or the most recent amendment, was filed ((with))
by the secretary of state.
Sec.
RCW 25.05.115 and 1998 c 103 s 304 are each amended to
read as follows:
A partner, or other person named as a partner in a filed statement
of partnership authority, may ((file)) deliver to the secretary of
state for filing a statement of denial stating the name of the
partnership and the fact that is being denied, which may include denial
of a person's authority or status as a partner. A statement of denial
is a limitation on authority as provided in RCW 25.05.110 (2) and (3).
Sec.
RCW 25.05.355 and 2009 c 188 s 1405 are each amended to
read as follows:
(1) A partnership may be converted to a limited partnership
pursuant to this section. (2) The terms and conditions of a conversion of a partnership to a
limited partnership must be approved by all of the partners or by a
number or percentage specified for conversion in the partnership
agreement. (3) After the conversion is approved by the partners, the
partnership shall file a certificate of limited partnership in the
jurisdiction in which the limited partnership is to be formed. The
certificate must include: (a) A statement that the partnership was converted to a limited
partnership from a partnership; (b) Its former name; and (c) A statement of the number of votes cast by the partners for and
against the conversion and, if the vote is less than unanimous, the
number or percentage required to approve the conversion under the
partnership agreement. (4) If the partnership was converted to a domestic limited
partnership, the certificate must also include: (a) The name of the limited partnership; (b) The address of the office for records and the name and address
of the registered agent for service of process ((appointed pursuant to
RCW 25.10.121)) designated in accordance with part I, Article 4 of this
act; (c) The name and the geographical and mailing address of each
general partner; (d) The latest date upon which the limited partnership is to
dissolve; and (e) Any other matters the general partners determine to include
therein. (5) The conversion takes effect when the certificate of limited
partnership is filed or at any later date specified in the certificate
in accordance with section 1203 of this act. (6) A general partner who becomes a limited partner as a result of
the conversion remains liable as a general partner for an obligation
incurred by the partnership before the conversion takes effect. If the
other party to a transaction with the limited partnership reasonably
believes when entering the transaction that the limited partner is a
general partner, the limited partner is liable for an obligation
incurred by the limited partnership within ninety days after the
conversion takes effect. The limited partner's liability for all other
obligations of the limited partnership incurred after the conversion
takes effect is that of a limited partner as provided in the Washington
uniform limited partnership act.
Sec.
RCW 25.05.370 and 1998 c 103 s 905 are each amended to
read as follows:
(1) One or more domestic partnerships may merge with one or more
domestic partnerships, domestic limited partnerships, domestic limited
liability companies, or domestic corporations pursuant to a plan of
merger approved or adopted as provided in RCW 25.05.375. (2) The plan of merger must set forth: (a) The name of each partnership, limited liability company,
limited partnership, and corporation planning to merge and the name of
the surviving partnership, limited liability company, limited
partnership, or corporation into which the other partnership, limited
liability company, limited partnership, or corporation plans to merge; (b) The terms and conditions of the merger; and (c) The manner and basis of converting the interests of each member
of each limited liability company, the partnership interests in each
partnership and each limited partnership, and the shares of each
corporation party to the merger into the interests, shares,
obligations, or other securities of the surviving or any other
partnership, limited liability company, limited partnership, or
corporation or into cash or other property in whole or part. (3) The plan of merger may set forth: (a) Amendments to the certificate of formation of the surviving
limited liability company; (b) Amendments to the certificate of limited partnership of the
surviving limited partnership; (c) Amendments to the articles of incorporation of the surviving
corporation; and (d) Other provisions relating to the merger. (4) If the plan of merger does not specify a delayed effective
date, it shall become effective upon the filing of articles of merger
as provided in section 1203 of this act. ((If the)) A plan of merger
((specifies)) may specify a delayed effective time and date((, the plan
of merger becomes effective at the time and date specified. If the
plan of merger specifies a delayed effective date but no time is
specified, the plan of merger is effective at the close of business on
that date. A delayed effective date for a plan of merger may not be
later than the ninetieth day after the date it is filed)) in accordance
with section 1203 of this act.
Sec.
RCW 25.05.390 and 2009 c 188 s 1408 are each amended to
read as follows:
(1) One or more foreign partnerships, foreign limited liability
companies, foreign limited partnerships, and foreign corporations may
merge with one or more domestic partnerships, domestic limited
liability companies, domestic limited partnerships, or domestic
corporations if: (a) The merger is permitted by the law of the jurisdiction under
which each foreign partnership was organized, each foreign limited
liability company was formed, each foreign limited partnership was
organized, and each foreign corporation was incorporated, and each
foreign partnership, foreign limited liability company, foreign limited
partnership, and foreign corporation complies with that law in
effecting the merger; (b) The surviving entity complies with RCW 25.05.380; (c) Each domestic limited liability company complies with RCW
25.15.400; (d) Each domestic limited partnership complies with RCW 25.10.781;
and (e) Each domestic corporation complies with RCW 23B.11.080. (2) Upon the merger taking effect, a surviving foreign limited
liability company, limited partnership, or corporation ((is deemed to
appoint the secretary of state as its agent for service of)) may be
served with process in accordance with section 1412 of this act in a
proceeding to enforce any obligation or the rights of dissenting
members, partners, or shareholders of each domestic limited liability
company, domestic limited partnership, or domestic corporation party to
the merger.
Sec.
RCW 25.05.500 and 2010 1st sp.s. c 29 s 5 are each
amended to read as follows:
(1) A partnership which is not a limited liability partnership on
June 11, 1998, may become a limited liability partnership upon the
approval of the terms and conditions upon which it becomes a limited
liability partnership by the vote necessary to amend the partnership
agreement except, in the case of a partnership agreement that expressly
considers obligations to contribute to the partnership, the vote
necessary to amend those provisions, and by delivering to the secretary
of state for filing the applications required by subsection (2) of this
section. A partnership which is a limited liability partnership on
June 11, 1998, continues as a limited liability partnership under this
chapter. (2)(a) To become and to continue as a limited liability
partnership, a partnership must ((file with)) deliver to the secretary
of state for filing an application stating the name of the partnership;
((the location of a registered office, which need not be a place of its
activity in this state;)) the address of its principal office; ((if the
partnership's principal office is not located in this state, the
address of a registered office and)) the name and address of a
registered agent for service of process in this state which the
partnership will be required to continuously maintain in accordance
with part I, Article 4 of this act; the number of partners; a brief
statement of the business in which the partnership engages; any other
matters that the partnership determines to include; and that the
partnership thereby applies for status as a limited liability
partnership. (b) A registered agent for service of process under (a) of this
subsection ((must be an individual who is a resident of this state or
other person authorized to do business in this state)) may be any
person authorized under part I, Article 4 of this act to serve as
registered agent. (3) The application must be accompanied by a fee for each
partnership as established by the secretary of state ((in rule)) under
section 1214 of this act. (4) The secretary of state must register as a limited liability
partnership any partnership that submits a completed application with
the required fee. (5) A partnership registered under this section must pay an annual
fee, in each year following the year in which its application is filed,
on a date and in an amount specified by the secretary of state under
section 1214 of this act. The fee must be accompanied by a notice, on
a form provided by the secretary of state, of the number of partners
currently in the partnership and of any material changes in the
information contained in the partnership's application for
registration. (6) Registration is effective ((immediately after the date an
application is filed)) as specified in section 1203 of this act, and
remains effective until: (a) It is voluntarily withdrawn by ((filing with)) delivering to
the secretary of state for filing a written withdrawal notice executed
by a majority of the partners or by one or more partners or other
persons authorized to execute a withdrawal notice; or (b) Thirty days after receipt by the partnership of a notice from
the secretary of state, which notice must be sent by firstclass mail,
postage prepaid, that the partnership has failed to make timely payment
of the annual fee specified in subsection (5) of this section, unless
the fee is paid within such a thirtyday period. (7) The status of a partnership as a limited liability partnership,
and the liability of the partners thereof, is not affected by: (a)
Errors in the information stated in an application under subsection (2)
of this section or a notice under subsection (6) of this section; or
(b) changes after the filing of such an application or notice in the
information stated in the application or notice. (((8) The secretary of state may provide forms for the application
under subsection (2) of this section or a notice under subsection (6)
of this section.))
Sec.
RCW 25.05.505 and 1998 c 103 s 1102 are each amended to
read as follows:
The name of a limited liability partnership ((shall contain the
words "limited liability partnership" or the abbreviation "L.L.P." or
"LLP" as the last words or letters of its name)) must comply with part
I, Article 3 of this act.
Sec.
RCW 25.05.530 and 2009 c 437 s 5 are each amended to
read as follows:
(((1) In order to)) A limited liability partnership may change its
((registered office,)) registered agent for service of process((, or
the address of its registered agent for service of process, a limited
liability partnership must deliver to the secretary of state for filing
a statement of change containing: (a) The name of the limited liability partnership; (b) The street and mailing address of its current registered
office; (c) If the current registered office is to be changed, the street
and mailing address of the new registered office; (d) The name and street and mailing address of its current
registered agent for service of process; and (e) If the current registered agent for service of process or an
address of the registered agent is to be changed, the new information. (2) A statement of change is effective when filed by the secretary
of state)) by delivering to the secretary of state for filing a
statement of change in accordance with section 1407 of this act.
Sec.
RCW 25.05.533 and 2009 c 437 s 6 are each amended to
read as follows:
(((1) In order to resign as)) A registered agent for service of
process of a limited liability partnership((, the registered agent must
deliver to the secretary of state for filing a statement of resignation
containing the name of the limited liability partnership. (2) After receiving a statement of resignation, the secretary of
state shall file it and mail a copy to the registered office of the
limited liability partnership and another copy to the principal office
if the address of the office appears in the records of the secretary of
state and is different from the address of the registered office. (3) A registered agent for service of process is terminated on the
thirtyfirst day after the secretary of state files the statement of
resignation)) may resign as agent by delivering to the secretary of
state for filing a statement of resignation in accordance with section
1410 of this act.
Sec.
RCW 25.05.536 and 2009 c 437 s 7 are each amended to
read as follows:
(((1) A registered agent for service of process appointed by a
limited liability partnership is a registered agent of the limited
liability partnership for)) Service of any process, notice, or demand
required or permitted by law to be served upon the limited liability
partnership may be made in accordance with section 1412 of this act. (((2) If a limited liability partnership does not appoint or
maintain a registered agent for service of process in this state or the
registered agent for service of process cannot with reasonable
diligence be found at the registered agent's address, the secretary of
state is an agent of the limited liability partnership upon whom
process, notice, or demand may be served. (3) Service of any process, notice, or demand on the secretary of
state may be made by delivering to and leaving with the secretary of
state duplicate copies of the process, notice, or demand. If a
process, notice, or demand is served on the secretary of state, the
secretary of state shall forward one of the copies by registered or
certified mail, return receipt requested, to the limited liability
partnership at its registered office. (4) Service is effected under subsection (3) of this section at the
earliest of: (a) The date the limited liability partnership receives the
process, notice, or demand; (b) The date shown on the return receipt, if signed on behalf of
the limited liability partnership; or (c) Five days after the process, notice, or demand is deposited in
the mail, if mailed postpaid and correctly addressed. (5) The secretary of state shall keep a record of each process,
notice, and demand served pursuant to this section and record the time
of, and the action taken regarding, the service. (6) This section does not affect the right to serve process,
notice, or demand in any other manner provided by law.))
Sec.
RCW 25.05.550 and 1998 c 103 s 1201 are each amended to
read as follows:
(((1) The law under which a foreign limited liability partnership
is formed governs relations among the partners and between the partners
and the partnership and, except as otherwise provided in RCW
25.05.125(4), the liability of partners for obligations of the
partnership. (2) A foreign limited liability partnership may not be denied a
statement of foreign qualification by reason of any difference between
the law under which the partnership was formed and the law of this
state. (3) A statement of foreign qualification does not authorize a
foreign limited liability partnership to engage in any business or
exercise any power that a partnership may not engage in or exercise in
this state as a limited liability partnership)) A foreign limited
liability partnership that registers to transact business in this state
is subject to section 1501 of this act relating to the effect of
registration and the governing law for registered foreign limited
liability partnerships.
Sec.
RCW 25.05.555 and 1998 c 103 s 1202 are each amended to
read as follows:
Before transacting business in this state, a foreign limited
liability partnership must register with the secretary of state ((under
this chapter in the same manner as a limited liability partnership,
except that if the foreign limited liability partnership's name
contains the words "registered limited liability partnership" or the
abbreviation "R.L.L.P." or "RLLP," it may include those words or
abbreviations in its application with the secretary of state)) in
accordance with part I, Article 5 of this act.
Sec.
RCW 25.05.560 and 2009 c 437 s 12 are each amended to
read as follows:
(((1))) A foreign limited liability partnership transacting
business in this state ((may not maintain an action or proceeding in
this state unless it has in effect a registration as a foreign limited
liability partnership. (2) The failure of a foreign limited liability partnership to have
in effect a registration as a foreign limited liability partnership
does not impair the validity of a contract or act of the foreign
limited liability partnership or preclude it from defending an action
or proceeding in this state. (3) A limitation on personal liability of a partner is not waived
solely by transacting business in this state without registration as a
foreign limited liability partnership)) without registering with the
secretary of state is subject to section 1502 of this act. (((4))) If a foreign limited liability partnership transacts
business in this state without a registration as a foreign limited
liability partnership, ((the secretary of state is its agent, as set
forth under RCW 25.05.589, for)) service of process with respect to a
right of action arising out of the transaction of business in this
state may be made on the foreign limited liability partnership in
accordance with section 1412 of this act.
Sec.
RCW 25.05.565 and 1998 c 103 s 1204 are each amended to
read as follows:
(((1))) A nonexhaustive list of activities of a foreign limited
liability partnership ((which)) that do not constitute transacting
business ((for the purpose of this article include: (a) Maintaining, defending, or settling an action or proceeding; (b) Holding meetings of its partners or carrying on any other
activity concerning its internal affairs; (c) Maintaining bank accounts; (d) Maintaining offices or agencies for the transfer, exchange, and
registration of the partnership's own securities or maintaining
trustees or depositories with respect to those securities; (e) Selling through independent contractors; (f) Soliciting or obtaining orders, whether by mail or through
employees or agents or otherwise, if the orders require acceptance
outside this state before they become contracts; (g) Creating or acquiring indebtedness, with or without a mortgage,
or other security interest in property; (h) Collecting debts or foreclosing mortgages or other security
interests in property securing the debts, and holding, protecting, and
maintaining property so acquired; (i) Conducting an isolated transaction that is completed within
thirty days and is not one in the course of similar transactions; and (j) Transacting business in interstate commerce. (2) For purposes of this article, the ownership in this state of
incomeproducing real property or tangible personal property, other
than property excluded under subsection (1) of this section,
constitutes transacting business in this state. (3) This section does not apply in determining the contacts or
activities that may subject a foreign limited liability partnership to
service of process, taxation, or regulation under any other law of this
state)) in this state is provided in section 1505 of this act.
Sec.
RCW 25.05.580 and 2009 c 437 s 8 are each amended to
read as follows:
(((1))) A foreign limited liability partnership shall designate and
continuously maintain in this state((: (a) A registered office, which need not be a place of its activity
in this state; and (b) A registered agent for service of process. (2) A registered agent for service of process of a foreign limited
liability partnership must be an individual who is a resident of this
state or other person authorized to do business in this state)) a
registered agent in accordance with part I, Article 4 of this act.
Sec.
RCW 25.05.583 and 2009 c 437 s 9 are each amended to
read as follows:
(((1) In order to)) A foreign limited liability partnership may
change its ((registered office,)) registered agent for service of
process((, or the address of its registered agent for service of
process, a foreign limited liability partnership must deliver to the
secretary of state for filing a statement of change containing: (a) The name of the foreign limited liability partnership; (b) The street and mailing address of its current registered
office; (c) If the current registered office is to be changed, the street
and mailing address of the new registered office; (d) The name and street and mailing address of its current
registered agent for service of process; and (e) If the current registered agent for service of process or an
address of the registered agent is to be changed, the new information. (2) A statement of change is effective when filed by the secretary
of state)) by delivering to the secretary of state for filing a
statement of change in accordance with section 1407 of this act.
Sec.
RCW 25.05.586 and 2009 c 437 s 10 are each amended to
read as follows:
(((1) In order to resign as a registered agent for service of
process of a foreign limited liability partnership, the registered
agent must deliver to the secretary of state for filing a statement of
resignation containing the name of the foreign limited liability
partnership. (2) After receiving a statement of resignation, the secretary of
state shall file it and mail a copy to the registered office of the
foreign limited liability partnership and another copy to the principal
office if the address of the office appears in the records of the
secretary of state and is different from the address of the registered
office. (3) A registered agent for service of process is terminated on the
thirtyfirst day after the secretary of state files the statement of
resignation)) A registered agent of a foreign limited liability
partnership may resign as agent by delivering to the secretary of state
for filing a statement of resignation in accordance with section 1410
of this act.
Sec.
RCW 25.05.589 and 2009 c 437 s 11 are each amended to
read as follows:
(((1) A registered agent for service of process appointed by a
foreign limited liability partnership is a registered agent of the
foreign limited liability partnership for)) Service of any process,
notice, or demand required or permitted by law to be served upon the
foreign limited liability partnership((. (2) If a foreign limited liability partnership does not appoint or
maintain a registered agent for service of process in this state or the
registered agent for service of process cannot with reasonable
diligence be found at the registered agent's address, the secretary of
state is an agent of the foreign limited liability partnership upon
whom process, notice, or demand may be served. (3) Service of any process, notice, or demand on the secretary of
state may be made by delivering to and leaving with the secretary of
state duplicate copies of the process, notice, or demand. If a
process, notice, or demand is served on the secretary of state, the
secretary of state shall forward one of the copies by registered or
certified mail, return receipt requested, to the foreign limited
liability partnership at its registered office. (4) Service is effected under subsection (3) of this section at the
earliest of: (a) The date the foreign limited liability partnership receives the
process, notice, or demand; (b) The date shown on the return receipt, if signed on behalf of
the foreign limited liability partnership; or (c) Five days after the process, notice, or demand is deposited in
the mail, if mailed postpaid and correctly addressed. (5) The secretary of state shall keep a record of each process,
notice, and demand served pursuant to this section and record the time
of, and the action taken regarding, the service. (6) This section does not affect the right to serve process,
notice, or demand in any other manner provided by law)) may be made in
accordance with section 1412 of this act.
Sec.
RCW 25.05.902 and 1998 c 103 s 1306 are each amended to
read as follows:
(((1))) Partnerships are subject to the applicable fees, charges,
and penalties established by the secretary of state ((shall adopt rules
establishing fees which shall be charged and collected for: (a) Filing of a statement; (b) Filing of a certified copy of a statement that is filed in an
office in another state; (c) Filing amendments to any of the foregoing or any other
certificate, statement, or report authorized or permitted to be filed;
and (d) Copies, certified copies, certificates, and expedited filings
or other special services. (2) In the establishment of a fee schedule, the secretary of state
shall, insofar as is possible and reasonable, be guided by the fee
schedule provided for corporations covered by Title 23B RCW. Fees for
copies, certified copies, and certificates of record shall be as
provided for in RCW 23B.01.220. (3) All fees collected by the secretary of state shall be deposited
with the state treasurer pursuant to law)) under section 1214 of this
act and RCW 43.07.120.
NEW SECTION.
Sec.
The following acts or parts of acts are
each repealed: RCW 25.04.716 (NameReservation of exclusive rightFiling)
and 1998 c 102 s 7; and RCW 25.05.570 (Action by attorney general) and 1998 c 103 s
1205.
PART VIUNIFORM LIMITED PARTNERSHIP ACT REVISIONS
Sec.
RCW 25.10.011 and 2009 c 188 s 102 are each amended to
read as follows:
The definitions in this section apply throughout this chapter
unless the context clearly requires otherwise. (1) "Certificate of limited partnership" means the certificate
required by RCW 25.10.201, including the certificate as amended or
restated. (2) "Contribution," except in the term "right of contribution,"
means any benefit provided by a person to a limited partnership in
order to become a partner or in the person's capacity as a partner. (3) "Debtor in bankruptcy" means a person that is the subject of: (a) An order for relief under Title 11 of the United States Code or
a comparable order under a successor statute of general application; or (b) A comparable order under federal, state, or foreign law
governing insolvency. (4) "Designated office" means((: (a) With respect to a limited partnership, the office that the
limited partnership is required to designate and maintain under RCW
25.10.121; and (b) With respect to a foreign limited partnership, its principal
office)) the principal office indicated in the limited partnership's
most recent annual report, or if the principal office is not located
within this state, the office of the limited partnership's registered
agent. (5) "Distribution" means a transfer of money or other property from
a limited partnership to a partner in the partner's capacity as a
partner or to a transferee on account of a transferable interest owned
by the transferee. (6) "Foreign limited liability limited partnership" means a foreign
limited partnership whose general partners have limited liability for
the obligations of the foreign limited partnership under a provision
similar to RCW 25.10.401(3). (7) "Foreign limited partnership" means a partnership formed under
the laws of a jurisdiction other than this state and required by those
laws to have one or more general partners and one or more limited
partners. "Foreign limited partnership" includes a foreign limited
liability limited partnership. (8) "General partner" means: (a) With respect to a limited partnership, a person that: (i) Becomes a general partner under RCW 25.10.371; or (ii) Was a general partner in a limited partnership when the
limited partnership became subject to this chapter under RCW 25.10.911
(1) or (2); and (b) With respect to a foreign limited partnership, a person that
has rights, powers, and obligations similar to those of a general
partner in a limited partnership. (9) "Limited liability limited partnership," except in the term
"foreign limited liability limited partnership," means a limited
partnership whose certificate of limited partnership states that the
limited partnership is a limited liability limited partnership. (10) "Limited partner" means: (a) With respect to a limited partnership, a person that: (i) Becomes a limited partner under RCW 25.10.301; or (ii) Was a limited partner in a limited partnership when the
limited partnership became subject to this chapter under RCW 25.10.911
(1) or (2); and (b) With respect to a foreign limited partnership, a person that
has rights, powers, and obligations similar to those of a limited
partner in a limited partnership. (11) "Limited partnership," except in the terms "foreign limited
partnership" and "foreign limited liability limited partnership," means
an entity, having one or more general partners and one or more limited
partners, that is formed under this chapter by two or more persons or
becomes subject to this chapter under article 11 of this chapter or RCW
25.10.911 (1) or (2). "Limited partnership" includes a limited
liability limited partnership. (12) "Partner" means a limited partner or general partner. (13) "Partnership agreement" means the partners' agreement, whether
oral, implied, in a record, or in any combination, concerning the
limited partnership. "Partnership agreement" includes the agreement as
amended. (14) "Person" means an individual, corporation, business trust,
estate, trust, partnership, limited liability company, association,
joint venture, government; governmental subdivision, agency, or
instrumentality; public corporation, or any other legal or commercial
entity. (15) "Person dissociated as a general partner" means a person
dissociated as a general partner of a limited partnership. (16) "Principal office" means the office where the principal
executive office of a limited partnership or foreign limited
partnership is located, whether or not the office is located in this
state. (17) "Record" means information that is inscribed on a tangible
medium or that is stored in an electronic or other medium and is
retrievable in perceivable form. (18) "Required information" means the information that a limited
partnership is required to maintain under RCW 25.10.091. (19) "Sign" means: (a) To sign with respect to a written record; (b) To electronically transmit along with sufficient information to
determine the sender's identity with respect to an electronic
transmission; or (c) With respect to a record to be filed with the secretary of
state, to comply with the standard for filing with the office of the
secretary of state as prescribed by the secretary of state. (20) "State" means a state of the United States, the District of
Columbia, Puerto Rico, the United States Virgin Islands, or any
territory or insular possession subject to the jurisdiction of the
United States. (21) "Transfer" includes an assignment, conveyance, deed, bill of
sale, lease, mortgage, security interest, encumbrance, gift, and
transfer by operation of law. (22) "Transferable interest" means a partner's right to receive
distributions. (23) "Transferee" means a person to which all or part of a
transferable interest has been transferred, whether or not the
transferor is a partner.
Sec.
RCW 25.10.061 and 2009 c 188 s 108 are each amended to
read as follows:
(((1))) The name of a limited partnership ((may contain the name of
any partner. (2) The name of a limited partnership that is not a limited
liability limited partnership must contain the term "limited
partnership" or the abbreviation "LP" or "L.P." and may not contain the
term "limited liability limited partnership" or the abbreviation "LLLP"
or "L.L.L.P." (3) The name of a limited liability limited partnership must
contain the term "limited liability limited partnership" or the
abbreviation "LLLP" or "L.L.L.P." and must not contain the abbreviation
"LP" or "L.P." (4) Unless authorized by subsection (5) of this section, the name
of a limited partnership must be distinguishable in the records of the
secretary of state from: (a) The name of each person other than an individual incorporated,
organized, or authorized to transact business in this state through a
filing or registration with the secretary of state; and (b) Each name reserved under RCW 25.10.071. (5) A limited partnership may apply to the secretary of state for
authorization to use a name that does not comply with subsection (4) of
this section. The secretary of state shall authorize use of the name
applied for if, as to each conflicting name: (a) The present user, registrant, or owner of the conflicting name
consents in a signed record to the use and submits an undertaking in a
form satisfactory to the secretary of state to change the conflicting
name to a name that complies with subsection (4) of this section and is
distinguishable in the records of the secretary of state from the name
applied for; (b) The applicant delivers to the secretary of state a certified
copy of the final judgment of a court of competent jurisdiction
establishing the applicant's right to use in this state the name
applied for; or (c) The applicant delivers to the secretary of state proof
satisfactory to the secretary of state that the present user,
registrant, or owner of the conflicting name: (i) Has merged into the applicant; (ii) Has been converted into the applicant; or (iii) Has transferred substantially all of its assets, including
the conflicting name, to the applicant. (6) Subject to RCW 25.10.661, this section applies to any foreign
limited partnership transacting business in this state, having a
certificate of authority to transact business in this state, or
applying for a certificate of authority. (7) A name shall not be considered distinguishable upon the records
of the secretary of state by virtue of: (a) A variation in any of the following designations for the same
name: "Corporation," "incorporated," "company," "limited,"
"partnership," "limited partnership," "limited liability limited
partnership," "limited liability company," or "limited liability
partnership," or the abbreviations "corp.," "inc.," "co.," "ltd.,"
"LP," "L.P.," "LLP," "L.L.P.," "LLLP," "L.L.L.P.," "LLC," or "L.L.C."; (b) The addition or deletion of an article or conjunction such as
"the" or "and" from the same name; (c) Punctuation, capitalization, or special characters or symbols
in the same name; or (d) Use of abbreviation or the plural form of a word in the same
name. (8) This chapter does not control the use of assumed business names
or trade names)) must comply with the provisions of part I, Article 3
of this act.
Sec.
RCW 25.10.071 and 2009 c 188 s 109 are each amended to
read as follows:
(((1))) A person may reserve the exclusive right to the use of a
limited partnership name ((that complies with RCW 25.10.061 may be
reserved by: (a) A person intending to organize a limited partnership under this
chapter and to adopt the name; (b) A limited partnership or a foreign limited partnership
authorized to transact business in this state intending to adopt the
name; (c) A foreign limited partnership intending to obtain a certificate
of authority to transact business in this state and adopt the name; (d) A person intending to organize a foreign limited partnership
and intending to have it obtain a certificate of authority to transact
business in this state and adopt the name; (e) A foreign limited partnership formed under the name; or (f) A foreign limited partnership formed under a name that does not
comply with RCW 25.10.061 (2) or (3), but the name reserved under this
subsection (1)(f) may differ from the foreign limited partnership's
name only to the extent necessary to comply with RCW 25.10.061 (2) and
(3). (2) A person may apply to reserve a name under subsection (1) of
this section by delivering to the secretary of state for filing an
application that states the name to be reserved and the subsection of
subsection (1) of this section that applies. If the secretary of state
finds that the name is available for use by the applicant, the
secretary of state shall file a statement of name reservation and
thereby reserve the name for the exclusive use of the applicant for one
hundred eighty days. (3) An applicant that has reserved a name pursuant to subsection
(2) of this section may reserve the same name for additional one
hundred eightyday periods. A person having a current reservation for
a name may not apply for another one hundred eightyday period for the
same name until ninety days have elapsed in the current reservation. (4) A person that has reserved a name under this section may
deliver to the secretary of state for filing a notice of transfer that
states the reserved name, the name and street and mailing address of
some other person to which the reservation is to be transferred, and
the subsection of subsection (1) of this section that applies to the
other person. Subject to RCW 25.10.251(3), the transfer is effective
when the secretary of state files the notice of transfer)) in
accordance with section 1303 of this act.
Sec.
RCW 25.10.121 and 2009 c 188 s 114 are each amended to
read as follows:
(((1))) A limited partnership or foreign limited partnership shall
designate and continuously maintain in this state((: (a) An office, which need not be a place of its activity in this
state; and (b) An agent for service of process. (2) A foreign limited partnership shall designate and continuously
maintain in this state an agent for service of process. (3) An agent for service of process of a limited partnership or
foreign limited partnership must be an individual who is a resident of
this state or other person authorized to do business in this state)) a
registered agent in accordance with part I, Article 4 of this act.
Sec.
RCW 25.10.131 and 2009 c 188 s 115 are each amended to
read as follows:
(((1) In order to change its designated office, agent for service
of process, or the address of its agent for service of process,)) A
limited partnership or a foreign limited partnership ((must deliver))
may change its registered agent by delivering to the secretary of state
for filing a statement of change ((containing: (a) The name of the limited partnership or foreign limited
partnership; (b) The street and mailing address of its current designated
office; (c) If the current designated office is to be changed, the street
and mailing address of the new designated office; (d) The name and street and mailing address of its current agent
for service of process; and (e) If the current agent for service of process or an address of
the agent is to be changed, the new information. (2) Subject to RCW 25.10.251(3), a statement of change is effective
when filed by the secretary of state)) in accordance with section 1407
of this act.
Sec.
RCW 25.10.141 and 2009 c 188 s 116 are each amended to
read as follows:
(((1) In order to)) A registered agent may resign as an agent for
service of process of a limited partnership or foreign limited
partnership((, the agent must deliver)) by delivering to the secretary
of state for filing a statement of resignation ((containing the name of
the limited partnership or foreign limited partnership. (2) After receiving a statement of resignation, the secretary of
state shall file it and mail a copy to the designated office of the
limited partnership or foreign limited partnership and another copy to
the principal office if the address of the office appears in the
records of the secretary of state and is different from the address of
the designated office. (3) An agent for service of process is terminated on the thirtyfirst day after the secretary of state files the statement of
resignation)) in accordance with section 1410 of this act.
Sec.
RCW 25.10.151 and 2009 c 188 s 117 are each amended to
read as follows:
(((1) An agent for service of process appointed by a limited
partnership or foreign limited partnership is an agent of the limited
partnership or foreign limited partnership for)) Service of any
process, notice, or demand required or permitted by law to be served
upon the limited partnership or foreign limited partnership((. (2) If a limited partnership or foreign limited partnership does
not appoint or maintain an agent for service of process in this state
or the agent for service of process cannot with reasonable diligence be
found at the agent's address, the secretary of state is an agent of the
limited partnership or foreign limited partnership upon whom process,
notice, or demand may be served. (3) Service of any process, notice, or demand on the secretary of
state may be made by delivering to and leaving with the secretary of
state duplicate copies of the process, notice, or demand. If a
process, notice, or demand is served on the secretary of state, the
secretary of state shall forward one of the copies by registered or
certified mail, return receipt requested, to the limited partnership or
foreign limited partnership at its designated office. (4) Service is effected under subsection (3) of this section at the
earliest of: (a) The date the limited partnership or foreign limited partnership
receives the process, notice, or demand; (b) The date shown on the return receipt, if signed on behalf of
the limited partnership or foreign limited partnership; or (c) Five days after the process, notice, or demand is deposited in
the mail, if mailed postpaid and correctly addressed. (5) The secretary of state shall keep a record of each process,
notice, and demand served pursuant to this section and record the time
of, and the action taken regarding, the service. (6) This section does not affect the right to serve process,
notice, or demand in any other manner provided by law)) may be made in
accordance with section 1412 of this act.
Sec.
RCW 25.10.201 and 2009 c 188 s 201 are each amended to
read as follows:
(1) In order for a limited partnership to be formed, a certificate
of limited partnership must be delivered to the secretary of state for
filing in accordance with part I, Article 2 of this act. The
certificate of limited partnership must state: (a) The name of the limited partnership, which must comply with
((RCW 25.10.061)) part I, Article 3 of this act; (b) The ((street and mailing address of the initial designated
office and the)) name and street and mailing address of the initial
agent for service of process; (c) The name and the street and mailing address of each general
partner; (d) Whether the limited partnership is a limited liability limited
partnership; and (e) Any additional information required by article 11 of this
chapter. (2) A certificate of limited partnership may also contain any other
matters but may not vary or otherwise affect the provisions specified
in RCW 25.10.081(2) in a manner inconsistent with that section. (3) If there has been substantial compliance with subsection (1) of
this section, subject to ((RCW 25.10.251(3))) section 1203 of this act,
a limited partnership is formed when the secretary of state files the
certificate of limited partnership. (4) Subject to subsection (2) of this section, if any provision of
a partnership agreement is inconsistent with the filed certificate of
limited partnership or with a filed statement of dissociation,
termination, or change or filed articles of conversion or merger: (a) The partnership agreement prevails as to partners and
transferees; and (b) The filed certificate of limited partnership, statement of
dissociation, termination, or change or articles of conversion or
merger prevails as to persons, other than partners and transferees,
that reasonably rely on the filed record to their detriment.
Sec.
RCW 25.10.211 and 2009 c 188 s 202 are each amended to
read as follows:
(1) In order to amend its certificate of limited partnership, a
limited partnership must deliver to the secretary of state for filing
an amendment or, pursuant to article 11 of this chapter, articles of
merger stating: (a) The name of the limited partnership; (b) The date of filing of its initial certificate of limited
partnership; and (c) The changes the amendment makes to the certificate of limited
partnership as most recently amended or restated. (2) A limited partnership shall promptly deliver to the secretary
of state for filing an amendment to a certificate of limited
partnership to reflect: (a) The admission of a new general partner; (b) The dissociation of a person as a general partner; or (c) The appointment of a person to wind up the limited
partnership's activities under RCW 25.10.581 (3) or (4). (3) A general partner that knows that any information in a filed
certificate of limited partnership was false when the certificate was
filed or has become false due to changed circumstances shall promptly: (a) Cause the certificate of limited partnership to be amended; or (b) If appropriate, deliver to the secretary of state for filing a
statement of change pursuant to ((RCW 25.10.131)) section 1407 of this
act or a statement of correction pursuant to ((RCW 25.10.261)) section
1205 of this act. (4) A certificate of limited partnership may be amended at any time
for any other proper purpose as determined by the limited partnership. (5) A restated certificate of limited partnership may be delivered
to the secretary of state for filing in the same manner as an
amendment. (6) ((Subject to RCW 25.10.251(3),)) An amendment or restated
certificate of limited partnership is effective when filed by the
secretary of state as provided in section 1203 of this act, and may
state a delayed effective date in accordance with section 1203 of this
act.
Sec.
RCW 25.10.231 and 2009 c 188 s 204 are each amended to
read as follows:
(1) Each record delivered to the secretary of state for filing
pursuant to ((this chapter)) part I, Article 2 of this act must be
signed in the following manner: (a) An initial certificate of limited partnership must be signed by
all general partners listed in the certificate. (b) An amendment adding or deleting a statement that the limited
partnership is a limited liability limited partnership must be signed
by all general partners listed in the certificate. (c) An amendment designating as general partner a person admitted
under RCW 25.10.571(3)(b) following the dissociation of a limited
partnership's last general partner must be signed by that person. (d) An amendment required by RCW 25.10.581(3) following the
appointment of a person to wind up the dissolved limited partnership's
activities must be signed by that person. (e) Any other amendment must be signed by: (i) At least one general partner listed in the certificate of
limited partnership; (ii) Each other person designated in the amendment as a new general
partner; and (iii) Each person that the amendment indicates has dissociated as
a general partner, unless: (A) The person is deceased or a guardian or general conservator has
been appointed for the person and the amendment so states; or (B) The person has previously delivered to the secretary of state
for filing a statement of dissociation. (f) A restated certificate of limited partnership must be signed by
at least one general partner listed in the certificate, and, to the
extent the restated certificate effects a change under any other
subsection of this subsection (1), the certificate must be signed in a
manner that satisfies that subsection. (g) A statement of termination must be signed by all general
partners listed in the certificate or, if the certificate of a
dissolved limited partnership lists no general partners, by the person
appointed pursuant to RCW 25.10.581 (3) or (4) to wind up the dissolved
limited partnership's activities. (h) Articles of conversion must be signed by each general partner
listed in the certificate of limited partnership. (i) Articles of merger must be signed as provided in RCW
25.10.786(1). (j) Any other record delivered on behalf of a limited partnership
to the secretary of state for filing must be signed by at least one
general partner listed in the certificate of limited partnership. (k) A statement by a person pursuant to RCW 25.10.531(1)(d) stating
that the person has dissociated as a general partner must be signed by
that person. (l) A statement of withdrawal by a person pursuant to RCW 25.10.351
must be signed by that person. (m) A record delivered on behalf of a foreign limited partnership
to the secretary of state for filing must be signed by at least one
general partner of the foreign limited partnership. (n) Any other record delivered on behalf of any person to the
secretary of state for filing must be signed by that person. (2) Any person may sign by an ((attorneyinfact)) agent any record
to be ((filed pursuant to this chapter)) delivered to the secretary of
state for filing under part I, Article 2 of this act.
Sec.
RCW 25.10.241 and 2009 c 188 s 205 are each amended to
read as follows:
(((1))) If a person required by this chapter to sign a record or
deliver a record to the secretary of state for filing does not do so,
any other person that is aggrieved may petition the appropriate court
((to order: (a) The person to sign the record; (b) Delivery of the record to the secretary of state for filing; or (c) The secretary of state to file the record unsigned. (2) If the person aggrieved under subsection (1) of this section is
not the limited partnership or foreign limited partnership to which the
record pertains, the aggrieved person shall make the limited
partnership or foreign limited partnership a party to the action. A
person aggrieved under subsection (1) of this section may seek the
remedies provided in subsection (1) of this section in the same action
in combination or in the alternative. (3) A record filed unsigned pursuant to this section is effective
without being signed)) under section 1210 of this act to order the
signing or delivery of the record.
Sec.
RCW 25.10.251 and 2009 c 188 s 206 are each amended to
read as follows:
(1) A record authorized or required to be delivered to the
secretary of state for filing under this chapter must ((be captioned to
describe the record's purpose, be in a medium permitted by the
secretary of state, and be delivered to the secretary of state. Unless
the secretary of state determines that a record does not comply with
the filing requirements of this chapter, and if all filing fees have
been paid,)) comply with the requirements of part I, Article 2 of this
act. The secretary of state shall ((file the record and)): (a) For a statement of dissociation, send: (i) A copy of the filed statement and a receipt for the fees to the
person that the statement indicates has dissociated as a general
partner; and (ii) A copy of the filed statement and receipt to the limited
partnership; (b) For a statement of withdrawal, send: (i) A copy of the filed statement and a receipt for the fees to the
person on whose behalf the record was filed; and (ii) If the statement refers to an existing limited partnership, a
copy of the filed statement and receipt to the limited partnership; and (c) For all other records, send a copy of the filed record and a
receipt for the fees to the person on whose behalf the record was
filed. (2) ((Upon request and payment of a fee, the secretary of state
shall send to the requester a certified copy of the requested record. (3) Except as otherwise provided in RCW 25.10.141 and 25.10.261,))
A record delivered to the secretary of state for filing under this
chapter may specify an effective time and a delayed effective date in
accordance with section 1203 of this act. Except as otherwise provided
in this chapter, a record filed by the secretary of state is
effective((: (a) If the record does not specify an effective time and does not
specify a delayed effective date, on the date and at the time the
record is filed as evidenced by the secretary of state's endorsement of
the date and time on the record; (b) If the record specifies an effective time but not a delayed
effective date, on the date the record is filed at the time specified
in the record; (c) If the record specifies a delayed effective date but not an
effective time, at 12:01 a.m. on the earlier of: (i) The specified date; or (ii) The ninetieth day after the record is filed; or (d) If the record specifies an effective time and a delayed
effective date, at the specified time on the earlier of: (i) The specified date; or (ii) The ninetieth day after the record is filed)) as provided in
section 1203 of this act.
Sec.
RCW 25.10.261 and 2009 c 188 s 207 are each amended to
read as follows:
(((1))) A limited partnership or foreign limited partnership may
((deliver to the secretary of state for filing a statement of
correction to correct a record previously delivered by the limited
partnership or foreign limited partnership to the secretary of state
and filed by the secretary of state, if at the time of filing the
record contained false or erroneous information or was defectively
signed. (2) A statement of correction may not state a delayed effective
date and must: (a) Describe the record to be corrected, including its filing date,
or attach a copy of the record as filed; (b) Specify the incorrect information and the reason it is
incorrect or the manner in which the signing was defective; and (c) Correct the incorrect information or defective signature. (3) When filed by the secretary of state, a statement of correction
is effective retroactively as of the effective date of the record the
statement corrects, but the statement is effective when filed: (a) For the purposes of RCW 25.10.016 (3) and (4); and (b) As to persons relying on the uncorrected record and adversely
affected by the correction)) correct a record filed by the secretary of
state in accordance with section 1205 of this act.
Sec.
RCW 25.10.271 and 2009 c 188 s 208 are each amended to
read as follows:
(1) If a record delivered to the secretary of state for filing
under this chapter and filed by the secretary of state contains false
information, a person that suffers loss by reliance on the information
may recover damages for the loss from: (a) A person that signed the record, or caused another to sign it
on the person's behalf, and knew the information to be false at the
time the record was signed, as provided in section 1211 of this act;
and (b) A general partner that has notice that the information was
false when the record was filed or has become false because of changed
circumstances, if the general partner has notice for a reasonably
sufficient time before the information is relied upon to enable the
general partner to effect an amendment under RCW 25.10.211, file a
petition under RCW 25.10.241, or deliver to the secretary of state for
filing a statement of change under ((RCW 25.10.131)) section 1407 of
this act or a statement of correction under ((RCW 25.10.261)) section
1205 of this act. (2) A person who signs a record authorized or required to be filed
under this chapter that such a person knows is false in any material
respect with intent that the record be delivered to the secretary of
state for filing is ((guilty of a gross misdemeanor punishable under
chapter 9A.20 RCW)) subject to a criminal penalty under section 1209 of
this act.
Sec.
RCW 25.10.281 and 2009 c 188 s 209 are each amended to
read as follows:
(((1))) Any person may apply to the secretary of state under
section 1208 of this act to furnish a certificate of existence for a
domestic limited partnership or a certificate of ((authorization))
registration for a foreign limited partnership. (((2) A certificate of existence or authorization means that as of
the date of its issuance: (a) The domestic limited partnership is duly formed under the laws
of this state, or that the foreign limited partnership is authorized to
transact business in this state; (b) All fees and penalties owed to this state under this chapter
have been paid, if (i) payment is reflected in the records of the
secretary of state, and (ii) nonpayment affects the existence or
authorization of the domestic or foreign limited partnership; (c) The limited partnership's most recent annual report required by
RCW 25.10.291 has been delivered to the secretary of state; (d) The partnership's certificate of limited partnership has not
been amended to state that the limited partnership is dissolved; and (e) A statement of termination or an application for withdrawal has
not been filed by the secretary of state. (3) A person may apply to the secretary of state to issue a
certificate covering any fact of record. (4) Subject to any qualification stated in the certificate, a
certificate of existence or authorization issued by the secretary of
state may be relied upon as conclusive evidence that the domestic or
foreign limited partnership is in existence or is authorized to
transact business in the limited partnership form in this state.))
Sec.
RCW 25.10.291 and 2009 c 188 s 210 are each amended to
read as follows:
(((1))) A limited partnership or a foreign limited partnership
authorized to transact business in this state shall deliver to the
secretary of state for filing an annual report ((that states: (a) The name of the limited partnership or foreign limited
partnership; (b) The street and mailing address of its designated office and the
name and street and mailing address of its agent for service of process
in this state; (c) In the case of a limited partnership, the street and mailing
address of its principal office; and (d) In the case of a foreign limited partnership, the state or
other jurisdiction under whose law the foreign limited partnership is
formed and any alternate name adopted under RCW 25.10.661(1). (2) Information in an annual report must be current as of the date
the annual report is delivered to the secretary of state for filing. (3) Annual reports must be delivered to the secretary of state on
a date determined by the secretary of state, and at such additional
times as the partnership elects. (4) If an annual report does not contain the information required
in subsection (1) of this section, the secretary of state shall
promptly notify the reporting limited partnership or foreign limited
partnership and return the report to it for correction. If the report
is corrected to contain the information required in subsection (1) of
this section and delivered to the secretary of state within thirty days
after the effective date of the notice, it is timely delivered. (5) If a filed annual report contains an address of a designated
office or the name or address of an agent for service of process that
differs from the information shown in the records of the secretary of
state immediately before the filing, the differing information in the
annual report is considered a statement of change under RCW 25.10.131))
in accordance with section 1213 of this act.
Sec.
RCW 25.10.571 and 2009 c 188 s 801 are each amended to
read as follows:
Except as otherwise provided in RCW 25.10.576, a limited
partnership is dissolved, and its activities must be wound up, only
upon the occurrence of any of the following: (1) The happening of an event specified in the partnership
agreement; (2) The consent of all general partners and of limited partners
owning a majority of the rights to receive distributions as limited
partners at the time the consent is to be effective; (3) The passage of ninety days after the dissociation of a person
as a general partner if following such dissociation the limited
partnership does not have a remaining general partner unless before the
end of the period: (a) Consent to continue the activities of the limited partnership
and admit at least one general partner is given by limited partners
owning a majority of the rights to receive distributions as limited
partners at the time the consent is to be effective; and (b) At least one person is admitted as a general partner in
accordance with the consent; (4) The passage of ninety days after the dissociation of the
limited partnership's last limited partner, unless before the end of
the period the limited partnership admits at least one limited partner;
or (5) The signing and filing of a ((declaration)) statement of
administrative dissolution by the secretary of state under ((RCW
25.10.611(3))) section 1602 of this act.
Sec.
RCW 25.10.611 and 2009 c 188 s 809 are each amended to
read as follows:
(((1))) The secretary of state may dissolve a limited partnership
administratively ((if the limited partnership does not: (a) Within sixty days after the due date: (i) Pay any fee, tax, or penalty due to the secretary of state
under this chapter or other law; or (ii) Deliver its annual report to the secretary of state; (b) Maintain a registered agent and registered office as required
under RCW 25.10.121; or (c) Notify the secretary of state that its registered agent or
registered office has been changed, that its registered agent has
resigned, or that its registered office has been discontinued. (2) If the secretary of state determines that grounds exist for
administratively dissolving a limited partnership, the secretary of
state shall send notice of the grounds for dissolution to the limited
partnership by firstclass mail, postage prepaid. (3) If within sixty days after service of the copy the limited
partnership does not correct each ground for dissolution or demonstrate
to the reasonable satisfaction of the secretary of state that each
ground determined by the secretary of state does not exist, the
secretary of state shall administratively dissolve the limited
partnership. The secretary of state shall send the limited partnership
a declaration of administrative dissolution stating the grounds for the
dissolution. (4) A limited partnership administratively dissolved continues its
existence but may carry on only activities necessary to wind up its
activities and liquidate its assets under RCW 25.10.581 and 25.10.621
and to notify claimants under RCW 25.10.596 and 25.10.601. (5) The administrative dissolution of a limited partnership does
not terminate the authority of its agent for service of process)) under
the circumstances and procedures specified in part I, Article 6 of this
act.
Sec.
RCW 25.10.616 and 2009 c 188 s 810 are each amended to
read as follows:
(((1))) A limited partnership that has been administratively
dissolved may apply to the secretary of state for reinstatement
((within five years after the effective date of dissolution. The
application must be delivered to the secretary of state for filing and
state: (a) The name of the limited partnership and the effective date of
its administrative dissolution; (b) That the grounds for dissolution either did not exist or have
been eliminated; and (c) That the limited partnership's name satisfies the requirements
of RCW 25.10.061. (2) If the secretary of state determines that an application
contains the information required by subsection (1) of this section and
that the information is correct, the secretary of state shall prepare
a declaration of reinstatement that states this determination, sign and
file the original of the declaration of reinstatement, and send a copy
of the filed declaration to the limited partnership. (3) When reinstatement becomes effective, it relates back to and
takes effect as of the effective date of the administrative dissolution
and the limited partnership may resume its activities as if the
administrative dissolution had never occurred)) in accordance with
section 1603 of this act.
Sec.
RCW 25.10.641 and 2009 c 188 s 901 are each amended to
read as follows:
(((1) The laws of the state or other jurisdiction under which a
foreign limited partnership is organized govern relations among the
partners of the foreign limited partnership and between the partners
and the foreign limited partnership and the liability of partners as
partners for an obligation of the foreign limited partnership. (2) A foreign limited partnership may not be denied a certificate
of authority by reason of any difference between the laws of the
jurisdiction under which the foreign limited partnership is organized
and the laws of this state. (3) A certificate of authority does not authorize a foreign limited
partnership to engage in any business or exercise any power that a
limited partnership may not engage in or exercise in this state)) A
foreign limited partnership that registers to transact business in this
state is subject to section 1501 of this act relating to the effect of
registration and the governing law for registered foreign limited
partnerships.
Sec.
RCW 25.10.646 and 2009 c 188 s 902 are each amended to
read as follows:
(((1))) Before transacting business in this state, a foreign
limited partnership shall ((apply for a certificate of authority to
transact business in this state by delivering an application to))
register with the secretary of state ((for filing. The application
must state: (a) The name of the foreign limited partnership and, if the name
does not comply with RCW 25.10.061, an alternate name adopted pursuant
to RCW 25.10.661(1); (b) The name of the state or other jurisdiction under whose law the
foreign limited partnership is organized; (c) The street and mailing address of the foreign limited
partnership's principal office and, if the laws of the jurisdiction
under which the foreign limited partnership is organized require the
foreign limited partnership to maintain an office in that jurisdiction,
the street and mailing address of the required office; (d) The name and street and mailing address of the foreign limited
partnership's initial agent for service of process in this state; (e) The name and street and mailing address of each of the foreign
limited partnership's general partners; and (f) Whether the foreign limited partnership is a foreign limited
liability limited partnership. (2) A foreign limited partnership shall deliver with the completed
application a certificate of existence or a record of similar import
signed by the secretary of state or other official having custody of
the foreign limited partnership's publicly filed records in the state
or other jurisdiction under whose law the foreign limited partnership
is organized)) in accordance with part I, Article 5 of this act.
Sec.
RCW 25.10.651 and 2009 c 188 s 903 are each amended to
read as follows:
(((1))) A nonexhaustive list of activities of a foreign limited
partnership that do not constitute transacting business in this state
((within the meaning of this article include: (a) Maintaining, defending, and settling an action or proceeding; (b) Holding meetings of its partners or carrying on any other
activity concerning its internal affairs; (c) Maintaining accounts in financial institutions; (d) Maintaining offices or agencies for the transfer, exchange, and
registration of the foreign limited partnership's own securities or
maintaining trustees or depositories with respect to those securities; (e) Selling through independent contractors; (f) Soliciting or obtaining orders, whether by mail or electronic
means or through employees or agents or otherwise, if the orders
require acceptance outside this state before they become contracts and
the contracts do not involve any local performance other than delivery
and installation; (g) Making loans or creating or acquiring indebtedness, mortgages,
or security interests in real or personal property; (h) Securing or collecting debts or enforcing mortgages or other
security interests in property securing the debts, and holding,
protecting, and maintaining property so acquired; (i) Owning, without more, real or personal property; (j) Conducting an isolated transaction that is completed within
thirty days and is not one in the course of similar transactions of a
like manner; (k) Owning a controlling interest in a domestic or foreign
corporation, or participating as a limited partner of a domestic or
foreign limited partnership, or participating as a member or a manager
of a domestic or foreign limited liability company, that transacts
business in this state; and (l) Transacting business in interstate commerce. (2) The list of activities in subsection (1) of this section is not
exhaustive. (3) This section does not apply in determining the contacts or
activities that may subject a foreign limited partnership to service of
process, taxation, or regulation under any other law of this state)) is
provided in section 1505 of this act.
Sec.
RCW 25.10.661 and 2009 c 188 s 905 are each amended to
read as follows:
(((1) A foreign limited partnership whose name does not comply with
RCW 25.10.061 may not obtain a certificate of authority until it
adopts, for the purpose of transacting business in this state, an
alternate name that complies with RCW 25.10.061. A foreign limited
partnership that adopts an alternate name under this subsection and
then obtains a certificate of authority with the name need not comply
with RCW 19.80.010. After obtaining a certificate of authority with an
alternate name, a foreign limited partnership shall transact business
in this state under the name unless the foreign limited partnership is
authorized under RCW 19.80.010 to transact business in this state under
another name. (2) If a foreign limited partnership authorized to transact
business in this state changes its name to one that does not comply
with RCW 25.10.061, it may not thereafter transact business in this
state until it complies with subsection (1) of this section and obtains
an amended certificate of authority)) The name of a foreign limited
partnership registered in this state must comply with the provisions of
section 1506 of this act and part I, Article 3 of this act.
Sec.
RCW 25.10.666 and 2009 c 188 s 906 are each amended to
read as follows:
(((1) A certificate of authority of a foreign limited partnership
to transact business in this state may be revoked by)) The secretary of
state may terminate the registration of a registered foreign limited
partnership in ((the manner provided in subsections (2) and (3) of this
section if the foreign limited partnership does not: (a) Pay, within sixty days after the due date, any fee, tax, or
penalty due to the secretary of state under this chapter or other law; (b) Deliver, within sixty days after the due date, its annual
report required under RCW 25.10.291; (c) Appoint and maintain an agent for service of process as
required by RCW 25.10.121; or (d) Deliver for filing a statement of a change under RCW 25.10.131
within thirty days after a change has occurred in the name or address
of the agent. (2) In order to revoke a certificate of authority, the secretary of
state must prepare, sign, and file a notice of revocation and send a
copy to the foreign limited partnership's agent for service of process
in this state, or if the foreign limited partnership does not appoint
and maintain a proper agent in this state, to the foreign limited
partnership's designated office. The notice must state: (a) The revocation's effective date, which must be at least sixty
days after the date the secretary of state sends the copy; and (b) The foreign limited partnership's failures to comply with
subsection (1) of this section that are the reason for the revocation. (3) The authority of the foreign limited partnership to transact
business in this state ceases on the effective date of the notice of
revocation unless before that date the foreign limited partnership
cures each failure to comply with subsection (1) of this section stated
in the notice. If the foreign limited partnership cures the failures,
the secretary of state shall so indicate on the filed notice))
accordance with section 1511 of this act.
Sec.
RCW 25.10.671 and 2009 c 188 s 907 are each amended to
read as follows:
(((1))) In order to ((cancel its certificate of authority to
transact business in this state)) withdraw its registration, a foreign
limited partnership must deliver to the secretary of state for filing
a ((notice of cancellation. The certificate is canceled when the
notice becomes effective under RCW 25.10.251. (2) A foreign limited partnership transacting business in this
state may not maintain an action or proceeding in this state unless it
has a certificate of authority to transact business in this state. (3) The failure of a foreign limited partnership to have a
certificate of authority to transact business in this state does not
impair the validity of a contract or act of the foreign limited
partnership or prevent the foreign limited partnership from defending
an action or proceeding in this state. (4) A partner of a foreign limited partnership is not liable for
the obligations of the foreign limited partnership solely by reason of
the foreign limited partnership's having transacted business in this
state without a certificate of authority. (5) If a foreign limited partnership transacts business in this
state without a certificate of authority or cancels its certificate of
authority, it appoints the secretary of state as its agent for service
of process for rights of action arising out of the transaction of
business in this state)) statement of withdrawal in accordance with
section 1507 of this act.
Sec.
RCW 25.10.766 and 2009 c 188 s 1104 are each amended to
read as follows:
(1) After a plan of conversion is approved: (a) A converting limited partnership shall deliver to the secretary
of state for filing articles of conversion, which must include: (i) A statement that the limited partnership has been converted
into another organization; (ii) The name and form of the organization and the jurisdiction of
its governing statute; (iii) The date the conversion is effective under the governing
statute of the converted organization; (iv) A statement that the conversion was approved as required by
this chapter; (v) A statement that the conversion was approved as required by the
governing statute of the converted organization; and (vi) If the converted organization is a foreign organization not
((authorized)) registered to transact business in this state, the
street and mailing address of ((an office that the secretary of state
may use for the purposes of RCW 25.10.771(3))) the organization's
principal office that may be used for service of process under section
1412 of this act; and (b) If the converting organization is not a converting limited
partnership, the converting organization shall deliver to the secretary
of state for filing a certificate of limited partnership, which must
include, in addition to the information required by RCW 25.10.201: (i) A statement that the limited partnership was converted from
another organization; (ii) The name and form of the organization and the jurisdiction of
its governing statute; and (iii) A statement that the conversion was approved in a manner that
complied with the organization's governing statute. (2) A conversion becomes effective: (a) If the converted organization is a limited partnership, when
the certificate of limited partnership takes effect; and (b) If the converted organization is not a limited partnership, as
provided by the governing statute of the converted organization.
Sec.
RCW 25.10.771 and 2009 c 188 s 1105 are each amended to
read as follows:
(1) An organization that has been converted pursuant to this
article is for all purposes the same entity that existed before the
conversion. (2) When a conversion takes effect: (a) All property owned by the converting organization remains
vested in the converted organization; (b) All debts, liabilities, and other obligations of the converting
organization continue as obligations of the converted organization; (c) An action or proceeding pending by or against the converting
organization may be continued as if the conversion had not occurred; (d) Except as prohibited by other law, all of the rights,
privileges, immunities, powers, and purposes of the converting
organization remain vested in the converted organization; (e) Except as otherwise provided in the plan of conversion, the
terms and conditions of the plan of conversion take effect; and (f) Except as otherwise agreed, the conversion does not dissolve a
converting limited partnership for the purposes of article 8 of this
chapter. (3) A converted organization that is a foreign organization
consents to the jurisdiction of the courts of this state to enforce any
obligation owed by the converting limited partnership, if before the
conversion the converting limited partnership was subject to suit in
this state on the obligation. A converted organization that is a
foreign organization and not ((authorized)) registered to transact
business in this state ((appoints the secretary of state as its agent
for service of)) may be served with process pursuant to section 1412 of
this act for purposes of enforcing an obligation under this subsection.
((Service on the secretary of state under this subsection is made in
the same manner and with the same consequences as in RCW 25.10.151 (3)
and (4).))
Sec.
RCW 25.10.786 and 2009 c 188 s 1108 are each amended to
read as follows:
(1) After each constituent organization has approved a merger,
articles of merger must be signed on behalf of: (a) Each constituent limited partnership, by each general partner
listed in the certificate of limited partnership; and (b) Each other constituent organization, by an authorized
representative. (2) The articles of merger must include: (a) The name and form of each constituent organization and the
jurisdiction of its governing statute; (b) The name and form of the surviving organization and the
jurisdiction of its governing statute; (c) The date the merger is effective under the governing statute of
the surviving organization; (d) Any amendments provided for in the plan of merger for the
organizational document that created the surviving organization; (e) A statement as to each constituent organization that the merger
was approved as required by the organization's governing statute; (f) If the surviving organization is a foreign organization not
((authorized)) registered to transact business in this state, the
street and mailing address of ((an office that the secretary of state
may use for the purposes of RCW 25.10.791(2))) the organization's
principal office that may be used for service of process under section
1412 of this act; and (g) Any additional information required by the governing statute of
any constituent organization. (3) Each constituent limited partnership shall deliver the articles
of merger for filing in the office of the secretary of state. (4) A merger becomes effective under this article: (a) If the surviving organization is a limited partnership, upon
the later of: (i) Compliance with subsection (3) of this section; or (ii) Subject to RCW 25.10.251(((3))) (2), as specified in the
articles of merger; or (b) If the surviving organization is not a limited partnership, as
provided by the governing statute of the surviving organization.
Sec.
RCW 25.10.791 and 2009 c 188 s 1109 are each amended to
read as follows:
(1) When a merger becomes effective: (a) The surviving organization continues; (b) Each constituent organization that merges into the surviving
organization ceases to exist as a separate entity; (c) All property owned by each constituent organization that ceases
to exist vests in the surviving organization; (d) All debts, liabilities, and other obligations of each
constituent organization that ceases to exist continue as obligations
of the surviving organization; (e) An action or proceeding pending by or against any constituent
organization that ceases to exist may be continued as if the merger had
not occurred; (f) Except as prohibited by other law, all of the rights,
privileges, immunities, powers, and purposes of each constituent
organization that ceases to exist vest in the surviving organization; (g) Except as otherwise provided in the plan of merger, the terms
and conditions of the plan of merger take effect; (h) Except as otherwise agreed, if a constituent limited
partnership ceases to exist, the merger does not dissolve the limited
partnership for the purposes of article 8 of this chapter; and (i) Any amendments provided for in the articles of merger for the
organizational document that created the surviving organization become
effective. (2) A surviving organization that is a foreign organization
consents to the jurisdiction of the courts of this state to enforce any
obligation owed by a constituent organization, if before the merger the
constituent organization was subject to suit in this state on the
obligation. A surviving organization that is a foreign organization
and not ((authorized)) registered to transact business in this state
((appoints the secretary of state as its agent for service of)) may be
served with process pursuant to section 1412 of this act for the
purposes of enforcing an obligation under this subsection. ((Service
on the secretary of state under this subsection is made in the same
manner and with the same consequences as in RCW 25.10.151 (3) and
(4).))
Sec.
RCW 25.10.916 and 2009 c 188 s 1307 are each amended to
read as follows:
(((1))) Limited partnerships are subject to the applicable fees,
charges, and penalties adopted by the secretary of state ((shall adopt
rules establishing fees that shall be charged and collected for: (a) Filing of a certificate of limited partnership or an
application for a certificate of authority of a foreign limited
partnership; (b) Filing of an amendment or restatement of a certificate of
domestic or foreign limited partnership; (c) Filing an application to reserve, register, or transfer a
limited partnership name; (d) Filing any other certificate, statement, or report authorized
or permitted to be filed; and (e) Copies, certified copies, certificates, service of process
filings, and expedited filings or other special services. (2) In the establishment of a fee schedule, the secretary of state
shall, insofar as is possible and reasonable, be guided by the fee
schedule provided for corporations governed by Title 23B RCW. (a) Fees for copies, certified copies, certificates of record, and
service of process filings are the same as in RCW 23B.01.220. (b) Fees for reinstatement of a foreign or domestic limited
partnership are the same as in RCW 23B.01.560. (c) All fees collected by the secretary of state shall be deposited
with the state treasurer pursuant to law)) under section 1214 of this
act and RCW 43.07.120.
NEW SECTION.
Sec.
The following acts or parts of acts are
each repealed: RCW 25.10.040 (Registered office and agent) and 2009 c 202 s 4,
1987 c 55 s 3, & 1981 c 51 s 4; RCW 25.10.171 (Standards for electronic filing rules) and 2009
c 188 s 119; RCW 25.10.656 (Filing of certificate of authority) and 2009 c
188 s 904; and RCW 25.10.676 (Action by attorney general) and 2009 c 188 s
908.
PART VII LIMITED LIABILITY COMPANIES ACT REVISIONS
Sec.
RCW 25.15.010 and 2009 c 188 s 1410 are each amended to
read as follows:
(((1))) The name of each limited liability company as set forth in
its certificate of formation((: (a) Must contain the words "Limited Liability Company," the words
"Limited Liability" and abbreviation "Co.," or the abbreviation
"L.L.C." or "LLC"; (b) Except as provided in subsection (1)(d) of this section, may
contain the name of a member or manager; (c) Must not contain language stating or implying that the limited
liability company is organized for a purpose other than those permitted
by RCW 25.15.030; (d) Must not contain any of the words or phrases: "Bank,"
"banking," "banker," "trust," "cooperative," "partnership,"
"corporation," "incorporated," or the abbreviations "corp.," "ltd.," or
"inc.," or "LP," "L.P.," "LLP," "L.L.P.," or any combination of the
words "industrial" and "loan," or any combination of any two or more of
the words "building," "savings," "loan," "home," "association," and
"society," or any other words or phrases prohibited by any statute of
this state; and (e) Must be distinguishable upon the records of the secretary of
state from the names described in RCW 23B.04.010(1)(d) and
25.10.061(4), and the names of any limited liability company reserved,
registered, or formed under the laws of this state or qualified to do
business as a foreign limited liability company in this state. (2) A limited liability company may apply to the secretary of state
for authorization to use any name which is not distinguishable upon the
records of the secretary of state from one or more of the names
described in subsection (1)(e) of this section. The secretary of state
shall authorize use of the name applied for if the other corporation,
limited partnership, limited liability partnership, or limited
liability company consents in writing to the use and files with the
secretary of state documents necessary to change its name or the name
reserved or registered to a name that is distinguishable upon the
records of the secretary of state from the name of the applying limited
liability company. (3) A name shall not be considered distinguishable upon the records
of the secretary of state by virtue of: (a) A variation in any of the following designations for the same
name: "Corporation," "incorporated," "company," "limited,"
"partnership," "limited partnership," "limited liability company," or
"limited liability partnership," or the abbreviations "corp.," "inc.,"
"co.," "ltd.," "LP," "L.P.," "LLP," "L.L.P.," "LLC," or "L.L.C."; (b) The addition or deletion of an article or conjunction such as
"the" or "and" from the same name; (c) Punctuation, capitalization, or special characters or symbols
in the same name; or (d) Use of abbreviation or the plural form of a word in the same
name. (4) This chapter does not control the use of assumed business names
or "trade names.")) must comply with part I, Article 3 of this act.
Sec.
RCW 25.15.015 and 1998 c 102 s 11 are each amended to
read as follows:
(1) Reserved Name. (((a))) A person may reserve the exclusive use of a limited
liability company name by delivering an application to the secretary of
state for filing in accordance with section 1303 of this act. ((The
application must set forth the name and address of the applicant and
the name proposed to be reserved. If the secretary of state finds that
the limited liability company name applied for is available, the
secretary of state shall reserve the name for the applicant's exclusive
use for a nonrenewable one hundred eightyday period. (b) The owner of a reserved limited liability company name may
transfer the reservation to another person by delivering to the
secretary of state a signed notice of the transfer that states the name
and address of the transferee.)) (2) Registered Name. (((a))) A foreign limited liability company may register its name
((if the name is distinguishable upon the records of the secretary of
state from the names specified in RCW 25.15.010. (b) A foreign limited liability company registers its name by
delivering to the secretary of state for filing an application that: (i) Sets forth its name and the state or country and date of its
organization; and (ii) Is accompanied by a certificate of existence, or a document of
similar import, from the state or country of organization. (c) The name is registered for the applicant's exclusive use upon
the effective date of the application and until the close of the
calendar year in which the application for registration is filed. (d) A foreign limited liability company whose registration is
effective may renew it for successive years by delivering to the
secretary of state for filing a renewal application, which complies
with the requirements of (b) of this subsection, between October 1st
and December 31st of the preceding year. The renewal application when
filed renews the registration for the following calendar year. (e) A foreign limited liability company whose registration is
effective may thereafter qualify as a foreign limited liability company
under the registered name, or consent in writing to the use of that
name by a limited liability company thereafter organized under this
chapter, by a corporation thereafter formed under Title 23B RCW, by a
limited partnership thereafter formed under chapter 25.10 RCW, or by
another foreign limited liability company, foreign corporation, or
foreign limited partnership thereafter authorized to transact business
in this state. The registration terminates when the domestic limited
liability company is organized, the domestic corporation is
incorporated, or the domestic limited partnership is formed, or the
foreign limited liability company qualifies or consents to the
qualification of another foreign limited liability company,
corporation, or limited partnership under the registered name)) in
accordance with section 1304 of this act.
Sec.
RCW 25.15.020 and 2009 c 202 s 5 are each amended to
read as follows:
(1) Each limited liability company shall continuously maintain in
this state((: (a) A registered office, which may but need not be a place of its
business in this state. The registered office shall be at a specific
geographic location in this state, and be identified by number, if any,
and street, or building address or rural route, or, if a commonly known
street or rural route address does not exist, by legal description. A
registered office may not be identified by post office box number or
other nongeographic address. For purposes of communicating by mail,
the secretary of state may permit the use of a post office address in
conjunction with the registered office address if the limited liability
company also maintains on file the specific geographic address of the
registered office where personal service of process may be made; (b) A registered agent for service of process on the limited
liability company, which agent may be either an individual resident of
this state whose business office is identical with the limited
liability company's registered office, or a domestic corporation,
limited partnership, or limited liability company, or a government,
governmental subdivision, agency, or instrumentality, or a separate
legal entity comprised of two or more of these entities, or a foreign
corporation, limited partnership, or limited liability company
authorized to do business in this state having a business office
identical with such registered office; and (c) A registered agent who shall not be appointed without having
given prior written consent to the appointment. The written consent
shall be filed with the secretary of state in such form as the
secretary may prescribe. The written consent shall be filed with or as
a part of the document first appointing)) a registered agent in
accordance with part I, Article 4 of this act. (2) A limited liability company may change its ((registered office
or)) registered agent by delivering to the secretary of state for
filing a statement of change ((that sets forth: (a) The name of the limited liability company; (b) If the current registered office is to be changed, the street
address of the new registered office in accord with subsection (1) of
this section; (c) If the current registered agent is to be changed, the name of
the new registered agent and the new agent's written consent, either on
the statement or attached to it, to the appointment; and (d) That after the change or changes are made, the street addresses
of its registered office and the business office of its registered
agent will be identical)) in accordance with section 1407 of this act. (3) ((If)) A registered agent ((changes the street address of the
agent's business office, the registered agent may change the street
address of the registered office of any limited liability company for
which the agent is the registered agent by notifying the limited
liability company in writing of the change and signing, either manually
or in facsimile, and delivering to the secretary of state for filing a
statement that complies with the requirements of subsection (2) of this
section and recites that the limited liability company has been
notified of the change)) may change its information on file with the
secretary of state in accordance with section 1408 or 1409 of this act. (4) A registered agent may resign as agent by signing and
delivering to the secretary of state for filing a statement ((that the
registered office is also discontinued. After filing the statement the
secretary of state shall mail a copy of the statement to the limited
liability company at its principal office. The agency appointment is
terminated, and the registered office discontinued is so provided, on
the thirtyfirst day after the date on which the statement was filed))
of resignation in accordance with section 1410 of this act.
Sec.
RCW 25.15.025 and 1994 c 211 s 105 are each amended to
read as follows:
(((1) A limited liability company's registered agent is its agent
for)) Service of process, notice, or demand required or permitted by
law to be served on the limited liability company may be made in
accordance with section 1412 of this act. (((2) The secretary of state shall be an agent of a limited
liability company upon whom any such process, notice, or demand may be
served if: (a) The limited liability company fails to appoint or maintain a
registered agent in this state; or (b) The registered agent cannot with reasonable diligence be found
at the registered office. (3) Service on the secretary of state of any such process, notice,
or demand shall be made by delivering to and leaving with the secretary
of state, or with any duly authorized clerk of the secretary of state's
office, the process, notice, or demand. In the event any such process,
notice, or demand is served on the secretary of state, the secretary of
state shall immediately cause a copy thereof to be forwarded by
certified mail, addressed to the limited liability company at its
principal place of business as it appears on the records of the
secretary of state. Any service so had on the secretary of state shall
be returnable in not less than thirty days. (4) The secretary of state shall keep a record of all processes,
notices, and demands served upon the secretary of state under this
section, and shall record therein the time of such service and the
secretary of state's action with reference thereto. (5) This section does not limit or affect the right to serve any
process, notice, or demand required or permitted by law to be served
upon a limited liability company in any other manner now or hereafter
permitted by law.))
Sec.
RCW 25.15.045 and 2001 c 251 s 32 are each amended to
read as follows:
(1) A person or group of persons licensed or otherwise legally
authorized to render professional services within this or any other
state may organize and become a member or members of a professional
limited liability company under the provisions of this chapter for the
purposes of rendering professional service. A "professional limited
liability company" is subject to all the provisions of chapter 18.100
RCW that apply to a professional corporation, and its managers,
members, agents, and employees shall be subject to all the provisions
of chapter 18.100 RCW that apply to the directors, officers,
shareholders, agents, or employees of a professional corporation,
except as provided otherwise in this section. Nothing in this section
prohibits a person duly licensed or otherwise legally authorized to
render professional services in any jurisdiction other than this state
from becoming a member of a professional limited liability company
organized for the purpose of rendering the same professional services.
Nothing in this section prohibits a professional limited liability
company from rendering professional services outside this state through
individuals who are not duly licensed or otherwise legally authorized
to render such professional services within this state. Persons
engaged in a profession and otherwise meeting the requirements of this
chapter may operate under this chapter as a professional limited
liability company so long as each member personally engaged in the
practice of the profession in this state is duly licensed or otherwise
legally authorized to practice the profession in this state and: (a) At least one manager of the company is duly licensed or
otherwise legally authorized to practice the profession in this state;
or (b) Each member in charge of an office of the company in this state
is duly licensed or otherwise legally authorized to practice the
profession in this state. (2) If the company's members are required to be licensed to
practice such profession, and the company fails to maintain for itself
and for its members practicing in this state a policy of professional
liability insurance, bond, or other evidence of financial
responsibility of a kind designated by rule by the state insurance
commissioner and in the amount of at least one million dollars or a
greater amount as the state insurance commissioner may establish by
rule for a licensed profession or for any specialty within a
profession, taking into account the nature and size of the business,
then the company's members are personally liable to the extent that,
had the insurance, bond, or other evidence of responsibility been
maintained, it would have covered the liability in question. (3) For purposes of applying the provisions of chapter 18.100 RCW
to a professional limited liability company, the terms "director" or
"officer" means manager, "shareholder" means member, "corporation"
means professional limited liability company, "articles of
incorporation" means certificate of formation, "shares" or "capital
stock" means a limited liability company interest, "incorporator" means
the person who executes the certificate of formation, and "bylaws"
means the limited liability company agreement. (4) The name of a professional limited liability company must
((contain either the words "Professional Limited Liability Company," or
the words "Professional Limited Liability" and the abbreviation "Co.,"
or the abbreviation "P.L.L.C." or "PLLC" provided that the name of a
professional limited liability company organized to render dental
services shall contain the full names or surnames of all members and no
other word than "chartered" or the words "professional services" or the
abbreviation "P.L.L.C." or "PLLC.")) comply with section 1302 of this
act. (5) Subject to the provisions in article VII of this chapter, the
following may be a member of a professional limited liability company
and may be the transferee of the interest of an ineligible person or
deceased member of the professional limited liability company: (a) A professional corporation, if its shareholders, directors, and
its officers other than the secretary and the treasurer, are licensed
or otherwise legally authorized to render the same specific
professional services as the professional limited liability company;
and (b) Another professional limited liability company, if the managers
and members of both professional limited liability companies are
licensed or otherwise legally authorized to render the same specific
professional services. (6)(a) Notwithstanding any other provision of this chapter, health
care professionals who are licensed or certified pursuant to chapters
18.06, 18.225, 18.22, 18.25, 18.29, 18.34, 18.35, 18.36A, 18.50, 18.53,
18.55, 18.57, 18.57A, 18.64, 18.71, 18.71A, 18.79, 18.83, 18.89,
18.108, and 18.138 RCW may own membership interests in and render their
individual professional services through one limited liability company
and are to be considered, for the purpose of forming a limited
liability company, as rendering the "same specific professional
services" or "same professional services" or similar terms. (b) Notwithstanding any other provision of this chapter, health
care professionals who are regulated under chapters 18.59 and 18.74 RCW
may own membership interests in and render their individual
professional services through one limited liability company formed for
the sole purpose of providing professional services within their
respective scope of practice. (c) Formation of a limited liability company under this subsection
does not restrict the application of the uniform disciplinary act under
chapter 18.130 RCW, or any applicable health care professional statutes
under Title 18 RCW, including but not limited to restrictions on
persons practicing a health profession without being appropriately
credentialed and persons practicing beyond the scope of their
credential.
Sec.
RCW 25.15.070 and 2010 c 196 s 2 are each amended to
read as follows:
(1) In order to form a limited liability company, one or more
persons must execute a certificate of formation. The certificate of
formation shall be ((filed in)) delivered to the office of the
secretary of state for filing in accordance with part I, Article 2 of
this act and set forth: (a) The name of the limited liability company; (b) The ((address of the registered office and the)) name and
address of the registered agent for service of process required to be
maintained by RCW 25.15.020 and part I, Article 4 of this act; (c) The address of the principal place of business of the limited
liability company; (d) If the limited liability company is to have a specific date of
dissolution, the latest date on which the limited liability company is
to dissolve; (e) If management of the limited liability company is vested in a
manager or managers, a statement to that effect; (f) Any other matters the members decide to include therein; and (g) The name and address of each person executing the certificate
of formation. (2) Effect of filing: (a) Unless a delayed effective date is specified in accordance with
section 1203 of this act, a limited liability company is formed when
its certificate of formation is filed by the secretary of state as
provided in part I, Article 2 of this act. ((A delayed effective date
for a certificate of formation may be no later than the ninetieth day
after the date it is filed.)) (b) The secretary of state's filing of the certificate of formation
is conclusive proof that the persons executing the certificate
satisfied all conditions precedent to the formation. (c) A limited liability company formed under this chapter shall be
a separate legal entity.
Sec.
RCW 25.15.075 and 1994 c 211 s 202 are each amended to
read as follows:
(1) A certificate of formation is amended by ((filing)) delivering
a certificate of amendment thereto ((with)) to the secretary of state
for filing. The certificate of amendment shall set forth: (a) The name of the limited liability company; and (b) The amendment to the certificate of formation. (2) A manager or, if there is no manager, then any member who
becomes aware that any statement in a certificate of formation was
false when made, or that any matter described has changed making the
certificate of formation false in any material respect, shall promptly
amend the certificate of formation. (3) A certificate of formation may be amended at any time for any
other proper purpose. (4) Unless ((otherwise provided in this chapter or unless a later))
a delayed effective date (((which shall be a date not later than the
ninetieth day after the date it is filed))) is provided for in the
certificate of amendment in accordance with section 1203 of this act,
a certificate of amendment shall be effective when filed by the
secretary of state as provided in part I, Article 2 of this act.
Sec.
RCW 25.15.085 and 2010 c 196 s 3 are each amended to
read as follows:
(((1))) Each document required or permitted by this chapter to be
filed in the office of the secretary of state ((shall)) must comply
with the requirements of part I, Article 2 of this act and must be
executed in the following manner((, or in compliance with the rules
established to facilitate electronic filing under RCW 25.15.007, except
as set forth in RCW 25.15.105(4)(b))): (((a))) (1) Each original certificate of formation must be signed
by the person or persons forming the limited liability company; (((b))) (2) A reservation of name may be signed by any person; (((c))) (3) A transfer of reservation of name must be signed by, or
on behalf of, the applicant for the reserved name; (((d))) (4) A registration of name must be signed by any member or
manager of the foreign limited liability company; (((e))) (5) A certificate of amendment or restatement must be
signed by at least one manager, or by a member if management of the
limited liability company is reserved to the members; (((f))) (6) A certificate of dissolution must be signed by the
person or persons authorized to wind up the limited liability company's
affairs pursuant to RCW 25.15.295(3); (((g))) (7) If a surviving domestic limited liability company is
filing articles of merger, the articles of merger must be signed by at
least one manager, or by a member if management of the limited
liability company is reserved to the members, or if the articles of
merger are being filed by a surviving foreign limited liability
company, limited partnership, or corporation, the articles of merger
must be signed by a person authorized by such foreign limited liability
company, limited partnership, or corporation; and (((h))) (8) A foreign limited liability company's application for
registration as a foreign limited liability company doing business
within the state must be signed by any member or manager of the foreign
limited liability company. (((2) Any person may sign a certificate, articles of merger,
limited liability company agreement, or other document by an attorneyinfact or other person acting in a valid representative capacity, so
long as each document signed in such manner identifies the capacity in
which the signator signed. (3) The person executing the document shall sign it and state
beneath or opposite the signature the name of the person and capacity
in which the person signs. The document must be typewritten or
printed, and must meet such legibility or other standards as may be
prescribed by the secretary of state. (4) The execution of a certificate or articles of merger by any
person constitutes an affirmation under the penalties of perjury that
the facts stated therein are true.))
Sec.
RCW 25.15.090 and 1994 c 211 s 205 are each amended to
read as follows:
(1) If a person required to execute a certificate required by this
chapter fails or refuses to do so, any other person who is adversely
affected by the failure or refusal may petition the superior courts to
direct the execution of the certificate under section 1210 of this act.
((If the court finds that the execution of the certificate is proper
and that any person so designated has failed or refused to execute the
certificate, it shall order the secretary of state to record an
appropriate certificate.)) (2) If a person required to execute a limited liability company
agreement or amendment thereof fails or refuses to do so, any other
person who is adversely affected by the failure or refusal may petition
the superior courts to direct the execution of the limited liability
company agreement or amendment thereof. If the court finds that the
limited liability company agreement or amendment thereof should be
executed and that any person required to execute the limited liability
company agreement or amendment thereof has failed or refused to do so,
it shall enter an order granting appropriate relief.
Sec.
RCW 25.15.095 and 2010 c 196 s 4 are each amended to
read as follows:
(((1) The original signed copy, together with a duplicate copy that
may be either a signed, photocopied, or conformed copy, of the
certificate of formation or any other document required to be filed
pursuant to this chapter, except as set forth under RCW 25.15.105 or
unless a duplicate is not required under rules adopted under RCW
25.15.007, shall be delivered to the secretary of state. If the
secretary of state determines that the documents conform to the filing
provisions of this chapter, he or she shall, when all required filing
fees have been paid: (a) Endorse on each signed original and duplicate copy the word
"filed" and the date of its acceptance for filing; (b) Retain the signed original in the secretary of state's files;
and (c) Return the duplicate copy to the person who filed it or the
person's representative. (2) If the secretary of state is unable to make the determination
required for filing by subsection (1) of this section at the time any
documents are delivered for filing, the documents are deemed to have
been filed at the time of delivery if the secretary of state
subsequently determines that: (a) The documents as delivered conform to the filing provisions of
this chapter; or (b) Within twenty days after notification of nonconformance is
given by the secretary of state to the person who delivered the
documents for filing or the person's representative, the documents are
brought into conformance. (3) If the filing and determination requirements of this chapter
are not satisfied completely within the time prescribed in subsection
(2)(b) of this section, the documents shall not be filed. (4) Upon the filing of a certificate of amendment (or judicial
decree of amendment) or restated certificate in the office of the
secretary of state, or upon the future effective date or time of a
certificate of amendment (or judicial decree thereof) or restated
certificate, as provided for therein, the certificate of formation
shall be amended or restated as set forth therein)) Section 1206 of
this act governs the secretary of state's duty to file records
delivered to the secretary of state for filing, the manner and effect
of filing, and procedures that apply when the secretary of state
refuses to file a record.
Sec.
RCW 25.15.100 and 1994 c 211 s 207 are each amended to
read as follows:
(1) A limited liability company may, whenever desired, integrate
into a single instrument all of the provisions of its certificate of
formation which are then in effect and operative as a result of there
having theretofore been filed with the secretary of state one or more
certificates or other instruments pursuant to any of the sections
referred to in this chapter and it may at the same time also further
amend its certificate of formation by adopting a restated certificate
of formation. (2) If a restated certificate of formation merely restates and
integrates but does not amend the initial certificate of formation, as
theretofore amended or supplemented by any instrument that was executed
and filed pursuant to any of the sections in this chapter, it shall be
specifically designated in its heading as a "Restated Certificate of
Formation" together with such other words as the limited liability
company may deem appropriate and shall be executed by at least one
manager, or by a member if management of the limited liability company
is reserved to its members, and ((filed as provided in RCW 25.15.095 in
the office of)) delivered to the secretary of state for filing in
accordance with part I, Article 2 of this act. If a restated
certificate restates and integrates and also amends in any respect the
certificate of formation, as theretofore amended or supplemented, it
shall be specifically designated in its heading as an "Amended and
Restated Certificate of Formation" together with such other words as
the limited liability company may deem appropriate and shall be
executed by at least one manager, or by a member if management of the
limited liability company is reserved to its members, and ((filed as
provided in RCW 25.15.095 in the office of)) delivered to the secretary
of state for filing in accordance with part I, Article 2 of this act. (3) A restated certificate of formation shall state, either in its
heading or in an introductory paragraph, the limited liability
company's present name, and, if it has been changed, the name under
which it was originally filed, and the date of filing of its original
certificate of formation ((with)) by the secretary of state, and the
future effective date ((which shall be a date not later than the
ninetieth day after the date it is filed)) of the restated certificate,
which must comply with section 1203 of this act, if it is not to be
effective upon the filing of the restated certificate. A restated
certificate shall also state that it was duly executed and is being
((filed)) delivered to the secretary of state for filing in accordance
with this section and part I, Article 2 of this act. If a restated
certificate only restates and integrates and does not further amend a
limited liability company's certificate of formation as theretofore
amended or supplemented and there is no discrepancy between those
provisions and the restated certificate, it shall state that fact as
well. (4) Upon the filing of a restated certificate of formation ((with))
by the secretary of state, or upon the future effective date or time of
a restated certificate of formation as provided for therein, the
initial certificate of formation, as theretofore amended or
supplemented, shall be superseded; thenceforth, the restated
certificate of formation, including any further amendment or changes
made thereby, shall be the certificate of formation of the limited
liability company, but the original effective date of formation shall
remain unchanged. (5) Any amendment or change effected in connection with the
restatement and integration of the certificate of formation shall be
subject to any other provision of this chapter, not inconsistent with
this section, which would apply if a separate certificate of amendment
were filed to effect such amendment or change.
Sec.
RCW 25.15.105 and 2010 1st sp.s. c 29 s 8 are each
amended to read as follows:
(((1))) Each domestic limited liability company, and each foreign
limited liability company authorized to transact business in this
state, must deliver to the secretary of state for filing, both initial
and annual reports ((that set forth: (a) The name of the company and the state or country under whose
law it is organized; (b) The street address of its registered office and the name of its
registered agent at that office in this state; (c) In the case of a foreign company, the address of its principal
office in the state or country under the laws of which it is organized; (d) The address of the principal place of business of the company
in this state; (e) The names and addresses of the company's members, or if the
management of the company is vested in a manager or managers, then the
name and address of its manager or managers; and (f) A brief description of the nature of its business. (2) Information in an initial report or an annual report must be
current as of the date the report is executed on behalf of the company. (3) A company's initial report must be delivered to the secretary
of state within one hundred twenty days of the date on which a domestic
company's certificate of formation was filed, or on which a foreign
company's application for registration was submitted. Subsequent
annual reports must be delivered to the secretary of state on a date
determined by the secretary of state, and at such additional times as
the company elects. (4)(a) The secretary of state may allow a company to file an
initial or annual report through electronic means. If allowed, the
secretary of state must adopt rules detailing the circumstances under
which the electronic filing of the reports is permitted and how the
reports may be filed. (b) For purposes of this section only, a person executing an
electronically filed annual report may deliver the report to the office
of the secretary of state without a signature and without an exact or
conformed copy, but the person's name must appear in the electronic
filing as the person executing the filing, and the filing must state
the capacity in which the person is executing the filing)) in
accordance with section 1213 of this act.
Sec.
RCW 25.15.270 and 2010 c 196 s 5 are each amended to
read as follows:
A limited liability company is dissolved and its affairs shall be
wound up upon the first to occur of the following: (1)(a) The dissolution date, if any, specified in the certificate
of formation. If a dissolution date is not specified in the
certificate of formation, the limited liability company's existence
will continue until the first to occur of the events described in
subsections (2) through (6) of this section. If a dissolution date is
specified in the certificate of formation, the certificate of formation
may be amended and the existence of the limited liability company may
be extended by vote of all the members. (b) This subsection does not apply to a limited liability company
formed under RCW 30.08.025 or 32.08.025; (2) The happening of events specified in a limited liability
company agreement; (3) The written consent of all members; (4) Unless the limited liability company agreement provides
otherwise, ninety days following an event of dissociation of the last
remaining member, unless those having the rights of assignees in the
limited liability company under RCW 25.15.130(1) have, by the ninetieth
day, voted to admit one or more members, voting as though they were
members, and in the manner set forth in RCW 25.15.120(1); (5) The entry of a decree of judicial dissolution under RCW
25.15.275; or (6) The administrative dissolution of the limited liability company
by the secretary of state under ((RCW 25.15.285(2))) section 1602 of
this act, unless the limited liability company is reinstated by the
secretary of state under ((RCW 25.15.290)) section 1603 of this act.
Sec.
RCW 25.15.280 and 1995 c 337 s 20 are each amended to
read as follows:
The secretary of state may commence a proceeding ((under RCW
25.15.285)) to administratively dissolve a limited liability company
((if: (1) The limited liability company does not pay any license fees or
penalties, imposed by this chapter, when they become due; (2) The limited liability company does not deliver its completed
initial report or annual report to the secretary of state when it is
due; (3) The limited liability company is without a registered agent or
registered office in this state for sixty days or more; or (4) The limited liability company does not notify the secretary of
state within sixty days that its registered agent or registered office
has been changed, that its registered agent has resigned, or that its
registered office has been discontinued)) under the circumstances
provided in section 1601 of this act.
Sec.
RCW 25.15.285 and 1994 c 211 s 804 are each amended to
read as follows:
(((1) If)) A limited liability company may be administratively
dissolved by the secretary of state ((determines that one or more
grounds exist under RCW 25.15.280 for dissolving a limited liability
company, the secretary of state shall give the limited liability
company written notice of the determination by firstclass mail,
postage prepaid, reciting the grounds therefor. Notice shall be sent
to the address of the principal place of business of the limited
liability company as it appears in the records of the secretary of
state. (2) If the limited liability company does not correct each ground
for dissolution or demonstrate to the reasonable satisfaction of the
secretary of state that each ground determined by the secretary of
state does not exist within sixty days after notice is sent, the
limited liability company is thereupon dissolved. The secretary of
state shall give the limited liability company written notice of the
dissolution that recites the ground or grounds therefor and its
effective date. (3) A limited liability company administratively dissolved
continues its existence but may not carry on any business except as
necessary to wind up and liquidate its business and affairs. (4) The administrative dissolution of a limited liability company
does not terminate the authority of its registered agent)) under the
procedures specified in section 1602 of this act.
Sec.
RCW 25.15.290 and 2010 c 196 s 7 are each amended to
read as follows:
(((1))) A limited liability company that has been administratively
dissolved under ((RCW 25.15.285)) section 1602 of this act may apply to
the secretary of state for reinstatement ((within five years after the
effective date of dissolution. The application must be delivered to
the secretary of state for filing and state: (a) The name of the limited liability company and the effective
date of its administrative dissolution; (b) That the ground or grounds for dissolution either did not exist
or have been eliminated; and (c) That the limited liability company's name satisfies the
requirements of RCW 25.15.010. (2) If the secretary of state determines that an application
contains the information required by subsection (1) of this section and
that the name is available, the secretary of state shall reinstate the
limited liability company and give the limited liability company
written notice, as provided in RCW 25.15.285(1), of the reinstatement
that recites the effective date of reinstatement. If the name is not
available, the limited liability company must file with its application
for reinstatement an amendment to its certificate of formation
reflecting a change of name. (3) When reinstatement becomes effective, it relates back to and
takes effect as of the effective date of the administrative dissolution
and the limited liability company may resume carrying on its activities
as if the administrative dissolution had never occurred)) in accordance
with section 1603 of this act.
Sec.
RCW 25.15.293 and 2010 c 196 s 8 are each amended to
read as follows:
(1) A limited liability company dissolved under RCW 25.15.270 (2)
or (3) that has filed a certificate of dissolution under RCW 25.15.273
may revoke its dissolution within one hundred twenty days of filing its
certificate of dissolution. (2)(a) Except as provided in (b) of this subsection, revocation of
dissolution must be approved in the same manner as the dissolution was
approved unless that approval permitted revocation in some other
manner, in which event the dissolution may be revoked in the manner
permitted. (b) If dissolution occurred upon the happening of events specified
in the limited liability company agreement, revocation of dissolution
must be approved in the manner necessary to amend the provisions of the
limited liability company agreement specifying the events of
dissolution. (3) After the revocation of dissolution is approved, the limited
liability company may revoke the dissolution and the certificate of
dissolution by delivering to the secretary of state for filing a
certificate of revocation of dissolution that sets forth: (a) The name of the limited liability company and a statement that
the name satisfies the requirements of ((RCW 25.15.010)) part I,
Article 3 of this act; if the name is not available, the limited
liability company must ((file)) deliver to the secretary of state for
filing a certificate of amendment changing its name with the
certificate of revocation of dissolution; (b) The effective date of the dissolution that was revoked; (c) The date that the revocation of dissolution was approved; (d) If the limited liability company's managers revoked the
dissolution, a statement to that effect; (e) If the limited liability company's managers revoked a
dissolution approved by the company's members, a statement that
revocation was permitted by action by the managers alone pursuant to
that approval; and (f) If member approval was required to revoke the dissolution, a
statement that revocation of the dissolution was duly approved by the
members in accordance with subsection (2) of this section. (4) Revocation of dissolution and revocation of the certificate of
dissolution are effective upon the filing of the certificate of
revocation of dissolution. (5) When the revocation of dissolution and revocation of the
certificate of dissolution are effective, they relate back to and take
effect as of the effective date of the dissolution and the limited
liability company resumes carrying on its activities as if the
dissolution had never occurred.
Sec.
RCW 25.15.310 and 1995 c 337 s 21 are each amended to
read as follows:
(((1) Subject to the Constitution of the state of Washington: (a) The laws of the state, territory, possession, or other
jurisdiction or country under which a foreign limited liability company
is organized govern its organization and internal affairs and the
liability of its members and managers; and (b) A foreign limited liability company may not be denied
registration by reason of any difference between those laws and the
laws of this state. (2) A foreign limited liability company is subject to RCW 25.15.030
and, notwithstanding subsection (1)(a) of this section, a foreign
limited liability company rendering professional services in this state
is also subject to RCW 25.15.045(2). (3) A foreign limited liability company and its members and
managers doing business in this state thereby submit to personal
jurisdiction of the courts of this state and are subject to RCW
25.15.125)) A foreign limited liability company registered to do
business in this state is subject to section 1501 of this act relating
to the effect of registration and the governing law for registered
foreign limited liability companies.
Sec.
RCW 25.15.315 and 1994 c 211 s 902 are each amended to
read as follows:
Before doing business in this state, a foreign limited liability
company shall register with the secretary of state((. In order to
register, a foreign limited liability company shall submit to the
secretary of state, an application for registration as a foreign
limited liability company executed by any member or manager of the
foreign limited liability company, setting forth: (1) The name of the foreign limited liability company and, if
different, the name under which it proposes to register and do business
in this state; (2) The state, territory, possession, or other jurisdiction or
country where formed, the date of its formation and a duly
authenticated statement from the secretary of state or other official
having custody of limited liability company records in the jurisdiction
under whose law it was formed, that as of the date of filing the
foreign limited liability company validly exists as a limited liability
company under the laws of the jurisdiction of its formation; (3) The nature of the business or purposes to be conducted or
promoted in this state; (4) The address of the registered office and the name and address
of the registered agent for service of process required to be
maintained by RCW 25.15.325(2); (5) The address of the principal place of business of the foreign
limited liability company; (6) A statement that the secretary of state is appointed the agent
of the foreign limited liability company for service of process under
the circumstances set forth in RCW 25.15.355(2); and (7) The date on which the foreign limited liability company first
did, or intends to do, business in this state)) in accordance with part
I, Article 5 of this act.
Sec.
RCW 25.15.325 and 2009 c 188 s 1411 are each amended to
read as follows:
(1) A foreign limited liability company may register with the
secretary of state under any name (((whether or not it is the name
under which it is registered in the jurisdiction of its formation) that
includes the words "Limited Liability Company," the words "Limited
Liability" and the abbreviation "Co.," or the abbreviation "L.L.C." or
"LLC" and that could be registered by a domestic limited liability
company. A foreign limited liability company may apply to the
secretary of state for authorization to use a name which is not
distinguishable upon the records of the office of the secretary of
state from the names described in RCW 23B.04.010 and 25.10.061, and the
names of any domestic or foreign limited liability company reserved,
registered, or formed under the laws of this state. The secretary of
state shall authorize use of the name applied for if the other
corporation, limited liability company, limited liability partnership,
or limited partnership consents in writing to the use and files with
the secretary of state documents necessary to change its name, or the
name reserved or registered to a name that is distinguishable upon the
records of the secretary of state from the name of the applying foreign
limited liability company)) that complies with the provisions of
section 1506 of this act and part I, Article 3 of this act. (2) Each foreign limited liability company shall continuously
maintain in this state((: (a) A registered office, which may but need not be a place of its
business in this state. The registered office shall be at a specific
geographic location in this state, and be identified by number, if any,
and street, or building address or rural route, or, if a commonly known
street or rural route address does not exist, by legal description. A
registered office may not be identified by post office box number or
other nongeographic address. For purposes of communicating by mail,
the secretary of state may permit the use of a post office address in
conjunction with the registered office address if the foreign limited
liability company also maintains on file the specific geographic
address of the registered office where personal service of process may
be made; (b) A registered agent for service of process on the foreign
limited liability company, which agent may be either an individual
resident of this state whose business office is identical with the
foreign limited liability company's registered office, or a domestic
corporation, a limited partnership or limited liability company, or a
foreign corporation authorized to do business in this state having a
business office identical with such registered office; and (c) A registered agent who shall not be appointed without having
given prior written consent to the appointment. The written consent
shall be filed with the secretary of state in such form as the
secretary may prescribe. The written consent shall be filled with or
as a part of the document first appointing a registered agent. In the
event any individual, limited liability company, limited partnership,
or corporation has been appointed agent without consent, that person or
corporation may file a notarized statement attesting to that fact, and
the name shall forthwith be removed from the records of the secretary
of state)) a registered agent in accordance with part I, Article 4 of
this act. (3) A foreign limited liability company may change its ((registered
office or)) registered agent by delivering to the secretary of state
for filing a statement of change ((that sets forth: (a) The name of the foreign limited liability company; (b) If the current registered office is to be changed, the street
address of the new registered office in accord with subsection (2)(a)
of this section; (c) If the current registered agent is to be changed, the name of
the new registered agent and the new agent's written consent, either on
the statement or attached to it, to the appointment; and (d) That after the change or changes are made, the street addresses
of its registered office and the business office of its registered
agent will be identical)) in accordance with section 1407 of this act. (4) ((If)) A registered agent ((changes the street address of the
agent's business office, the registered agent may change the street
address of the registered office of any foreign limited liability
company for which the agent is the registered agent by notifying the
foreign limited liability company in writing of the change and signing,
either manually or in facsimile, and delivering to the secretary of
state for filing a statement that complies with the requirements of
subsection (3) of this section and recites that the foreign limited
liability company has been notified of the change)) of a foreign
limited liability company may change its information on file with the
secretary of state in accordance with section 1408 or 1409 of this act. (5) A registered agent of any foreign limited liability company may
resign as agent by signing and delivering to the secretary of state for
filing a statement ((that the registered office is also discontinued.
After filing the statement the secretary of state shall mail a copy of
the statement to the foreign limited liability company at its principal
place of business shown in its application for certificate of
registration if no annual report has been filed. The agency
appointment is terminated, and the registered office discontinued if so
provided, on the thirtyfirst day after the date on which the statement
was filed)) of resignation in accordance with section 1410 of this act.
Sec.
RCW 25.15.330 and 1994 c 211 s 905 are each amended to
read as follows:
((If any statement in the application for registration of a foreign
limited liability company was false when made or any arrangements or
other facts described have changed, making the application false in any
respect, the foreign limited liability company shall promptly file in
the office of the secretary of state a certificate, executed by any
member or manager, correcting such statement)) A registered foreign
limited liability company must amend its foreign registration statement
under the circumstances specified in section 1504 of this act.
Sec.
RCW 25.15.335 and 1994 c 211 s 906 are each amended to
read as follows:
(((1))) A foreign limited liability company may ((cancel)) withdraw
its registration by ((filing with)) delivering to the secretary of
state for filing a ((certificate of cancellation, executed by any
member or manager. A cancellation does not terminate the authority of
the secretary of state to accept service of process on the foreign
limited liability company with respect to causes of action arising out
of the doing of business in this state. (2) The certificate of cancellation shall set forth: (a) The name of the foreign limited liability company; (b) The date of filing of its certificate of registration; (c) The reason for filing the certificate of cancellation; (d) The future effective date (not later than the ninetieth day
after the date it is filed) of cancellation if it is not to be
effective upon filing of the certificate; (e) The address to which service of process may be forwarded; and (f) Any other information the person filing the certificate of
cancellation desires)) statement of withdrawal in accordance with
section 1507 of this act.
Sec.
RCW 25.15.340 and 2010 c 196 s 12 are each amended to
read as follows:
(((1))) A foreign limited liability company doing business in this
state ((may not maintain any action, suit, or proceeding in this state
until it has registered in this state, and has paid to this state all
fees and penalties for the years or parts thereof, during which it did
business in this state without having registered. (2) Neither the failure of a foreign limited liability company to
register in this state nor the issuance of a certificate of
cancellation with respect to a foreign limited liability company's
registration in this state impairs: (a) The validity of any contract or act of the foreign limited
liability company; (b) The right of any other party to the contract to maintain any
action, suit, or proceeding on the contract; or (c) The foreign limited liability company from defending any
action, suit, or proceeding in any court of this state. (3) A member or a manager of a foreign limited liability company is
not liable for the obligations of the foreign limited liability company
solely by reason of the limited liability company's having done
business in this state without registration)) without registering with
the secretary of state is subject to section 1502 of this act.
Sec.
RCW 25.15.345 and 1994 c 211 s 908 are each amended to
read as follows:
((The superior courts shall have jurisdiction to enjoin any foreign
limited liability company, or any agent thereof, from doing any
business in this state if such foreign limited liability company has
failed to register under this article or if such foreign limited
liability company has secured a certificate of registration from the
secretary of state under RCW 25.15.320 on the basis of false or
misleading representations. The secretary of state shall, upon the
secretary's own motion or upon the relation of proper parties, proceed
for this purpose by complaint in any county in which such foreign
limited liability company is doing or has done business)) A foreign
limited liability company may be enjoined from doing business in this
state under section 1512 of this act.
Sec.
RCW 25.15.350 and 1994 c 211 s 909 are each amended to
read as follows:
(((1) The following activities, among others,)) A nonexhaustive
list of activities that do not constitute transacting business ((within
the meaning of this article: (a) Maintaining or defending any action or suit or any
administrative or arbitration proceeding, or effecting the settlement
thereof or the settlement of claims or disputes; (b) Holding meetings of the members, or managers if any, or
carrying on other activities concerning internal limited liability
company affairs; (c) Maintaining bank accounts, share accounts in savings and loan
associations, custodian or agency arrangements with a bank or trust
company, or stock or bond brokerage accounts; (d) Maintaining offices or agencies for the transfer, exchange, and
registration of the foreign limited liability company's own securities
or interests or maintaining trustees or depositaries with respect to
those securities or interests; (e) Selling through independent contractors; (f) Soliciting or procuring orders, whether by mail or through
employees or agents or otherwise, where the orders require acceptance
outside this state before becoming binding contracts and where the
contracts do not involve any local performance other than delivery and
installation; (g) Making loans or creating or acquiring evidences of debt,
mortgages, or liens on real or personal property, or recording same; (h) Securing or collecting debts or enforcing mortgages and
security interests in property securing the debts; (i) Owning, without more, real or personal property; (j) Conducting an isolated transaction that is completed within
thirty days and that is not one in the course of repeated transactions
of a like nature; (k) Transacting business in interstate commerce; (l) Owning a controlling interest in a corporation or a foreign
corporation that transacts business within this state; (m) Participating as a limited partner of a domestic or foreign
limited partnership that transacts business within this state; or (n) Participating as a member or a manager of a domestic or foreign
limited liability company that transacts business within this state. (2) The list of activities in subsection (1) of this section is not
exhaustive)) in this state is provided in section 1505 of this act.
Sec.
RCW 25.15.355 and 1994 c 211 s 910 are each amended to
read as follows:
(((1) A foreign limited liability company's registered agent is its
agent for)) Service of process, notice, or demand required or permitted
by law to be served on the foreign limited liability company may be
made in accordance with section 1412 of this act. (((2) The secretary of state shall be an agent of a foreign limited
liability company upon whom any such process, notice, or demand may be
served if: (a) The foreign limited liability company fails to appoint or
maintain a registered agent in this state; or (b) The registered agent cannot with reasonable diligence be found
at the registered office. (3) Service on the secretary of state of any such process, notice,
or demand shall be made by delivering to and leaving with the secretary
of state, or with any duly authorized clerk of the secretary of state's
office, the process, notice, or demand. In the event any such process,
notice, or demand is served on the secretary of state, the secretary of
state shall immediately cause a copy thereof to be forwarded by
certified mail, addressed to the foreign limited liability company at
the address of its principal place of business as it appears on the
records of the secretary of state. Any service so had on the secretary
of state shall be returnable in not less than thirty days. (4) The secretary of state shall keep a record of all processes,
notices, and demands served upon the secretary of state under this
section, and shall record therein the time of such service and the
secretary of state's action with reference thereto. (5) This section does not limit or affect the right to serve any
process, notice, or demand required or permitted by law to be served
upon a foreign limited liability company in any other manner now or
hereafter permitted by law.))
Sec.
RCW 25.15.360 and 1994 c 211 s 911 are each amended to
read as follows:
(((1))) Any foreign limited liability company which shall do
business in this state without having registered under ((RCW
25.15.315)) part I, Article 2 of this act shall be deemed to have
thereby ((appointed and constituted the secretary of state its agent
for the acceptance)) consented to service of legal process in
accordance with section 1412 of this act in any civil action, suit, or
proceeding against it in any state or federal court in this state
arising or growing out of any business done by it within this state.
The doing of business in this state by such foreign limited liability
company shall be a signification of the agreement of such foreign
limited liability company that any such process when so served shall be
of the same legal force and validity as if served upon a registered
agent personally within this state. (((2) In the event of service upon the secretary of state in
accordance with subsection (1) of this section, the secretary of state
shall forthwith notify the foreign limited liability company thereof by
letter, certified mail, return receipt requested, directed to the
foreign limited liability company at the address furnished to the
secretary of state by the plaintiff in such action, suit, or
proceeding. Such letter shall enclose a copy of the process and any
other papers served upon the secretary of state. It shall be the duty
of the plaintiff in the event of such service to serve process and any
other papers in duplicate, to notify the secretary of state that
service is being made pursuant to this subsection.))
Sec.
RCW 25.15.365 and 1996 c 231 s 11 are each amended to
read as follows:
The secretary of state may ((commence a proceeding under section 11
of this act to revoke)) terminate the registration of a foreign limited
liability company ((authorized to transact business)) registered in
this state ((if: (1) The foreign limited liability company is without a registered
agent or registered office in this state for sixty days or more; (2) The foreign limited liability company does not inform the
secretary of state under RCW 25.15.330 that its registered agent or
registered office has changed, that its registered agent has resigned,
or that its registered office has been discontinued within sixty days
of the change, resignation, or discontinuance; (3) A manager or other agent of the foreign limited liability
company signed a document knowing it was false in any material respect
with intent that the document be delivered to the secretary of state
for filing; or (4) The secretary of state receives a duly authenticated
certificate from the secretary of state or other official having
custody of limited liability company records in the jurisdiction under
which the foreign limited liability company was organized stating that
the foreign limited liability company has been dissolved or its
certificate or articles of formation canceled)) under the circumstances
specified in section 1511 of this act.
Sec.
RCW 25.15.366 and 1996 c 231 s 12 are each amended to
read as follows:
(((1) If the secretary of state determines that one or more grounds
exist under section 10 of this act for revocation of a foreign limited
liability company's registration, the secretary of state shall give the
foreign limited liability company written notice of the determination
by firstclass mail, postage prepaid, stating in the notice the ground
or grounds for and effective date of the secretary of state's
determination, which date shall not be earlier than the date on which
the notice is mailed. (2) If the foreign limited liability company does not correct each
ground for revocation or demonstrate to the reasonable satisfaction of
the secretary of state that each ground determined by the secretary of
state does not exist within sixty days after notice is effective, the
secretary of state shall revoke the foreign limited liability company's
registration by signing a certificate of revocation that recites the
ground or grounds for revocation and its effective date. The secretary
of state shall file the original of the certificate and mail a copy to
the foreign limited liability company. (3) Documents to be mailed by the secretary of state to a foreign
limited liability company for which provision is made in this section
shall be sent to the foreign limited liability company at the address
of the agent for service of process contained in the application or
certificate of this limited liability company which is most recently
filed with the secretary of state. (4) The authority of a foreign limited liability company to
transact business in this state ceases on the date shown on the
certificate revoking its registration. (5) The secretary of state's revocation of a foreign limited
liability company's registration appoints the secretary of state the
foreign limited liability company's agent for service of process in any
proceeding based on a cause of action which arose during the time the
foreign limited liability company was authorized to transact business
in this state. (6) Revocation of a foreign limited liability company's
registration does not terminate the authority of the registered agent
of the foreign limited liability company)) The secretary of state may
terminate the registration of a foreign limited liability company under
the procedures specified in section 1511 of this act.
Sec.
RCW 25.15.395 and 1998 c 103 s 1319 are each amended to
read as follows:
(1) One or more domestic limited liability companies may merge with
one or more domestic partnerships, domestic limited partnerships,
domestic limited liability companies, or domestic corporations pursuant
to a plan of merger approved or adopted as provided in RCW 25.15.400. (2) The plan of merger must set forth: (a) The name of each partnership, limited liability company,
limited partnership, and corporation planning to merge and the name of
the surviving partnership, limited liability company, limited
partnership, or corporation into which the other partnership, limited
liability company, limited partnership, or corporation plans to merge; (b) The terms and conditions of the merger; and (c) The manner and basis of converting the interests of each member
of each limited liability company, the partnership interests in each
partnership or limited partnership, and the shares of each corporation
party to the merger into the interests, shares, obligations, or other
securities of the surviving or any other partnership, limited liability
company, limited partnership, or corporation or into cash or other
property in whole or part. (3) The plan of merger may set forth: (a) Amendments to the certificate of formation of the surviving
limited liability company; (b) Amendments to the certificate of limited partnership of the
surviving limited partnership; (c) Amendments to the articles of incorporation of the surviving
corporation; and (d) Other provisions relating to the merger. (4) If the plan of merger does not specify a delayed effective
date, it shall become effective upon the filing of articles of merger
as provided in section 1203 of this act. ((If the)) A plan of merger
((specifies)) may specify a delayed effective time and date((, the plan
of merger becomes effective at the time and date specified. If the
plan of merger specifies a delayed effective date but no time is
specified, the plan of merger is effective at the close of business on
that date. A delayed effective date for a plan of merger may not be
later than the ninetieth day after the date it is filed)) in accordance
with section 1203 of this act.
Sec.
RCW 25.15.415 and 2009 c 188 s 1415 are each amended to
read as follows:
(1) One or more foreign partnerships, one or more foreign limited
liability companies, one or more foreign limited partnerships, and one
or more foreign corporations may merge with one or more domestic
partnerships, domestic limited liability companies, domestic limited
partnerships, or domestic corporations if: (a) The merger is permitted by the law of the jurisdiction under
which each foreign limited liability company was formed, each foreign
partnership or foreign limited partnership was organized, and each
foreign corporation was incorporated, and each foreign limited
liability company, foreign partnership, foreign limited partnership,
and foreign corporation complies with that law in effecting the merger; (b) The surviving entity complies with RCW 25.15.405 and 25.05.380; (c) Each domestic limited liability company complies with RCW
25.15.400; (d) Each domestic limited partnership complies with RCW 25.10.781;
and (e) Each domestic corporation complies with RCW 23B.11.080. (2) Upon the merger taking effect, a surviving foreign limited
liability company, limited partnership, or corporation ((is deemed to
appoint the secretary of state as its agent for service of)) may be
served with process in accordance with section 1412 of this act in a
proceeding to enforce any obligation or the rights of dissenting
partners or shareholders of each domestic limited liability company,
domestic limited partnership, or domestic corporation party to the
merger.
Sec.
RCW 25.15.475 and 1994 c 211 s 1211 are each amended to
read as follows:
(1) If a demand for payment under RCW 25.15.450 remains unsettled,
the limited liability company shall commence a proceeding within sixty
days after receiving the payment demand and petition the court to
determine the fair value of the dissenting member's interest in the
limited liability company, and accrued interest. If the limited
liability company does not commence the proceeding within the sixtyday
period, it shall pay each dissenter whose demand remains unsettled the
amount demanded. (2) The limited liability company shall commence the proceeding in
the superior court. If the limited liability company is a domestic
limited liability company, it shall commence the proceeding in the
county where its ((registered office is maintained)) principal office,
or if none in this state, its registered agent's office, is located. (3) The limited liability company shall make all dissenters
(whether or not residents of this state) whose demands remain unsettled
parties to the proceeding as in an action against their membership
interests in the limited liability company and all parties must be
served with a copy of the petition. Nonresidents may be served by
registered or certified mail or by publication as provided by law. (4) The limited liability company may join as a party to the
proceeding any member who claims to be a dissenter but who has not, in
the opinion of the limited liability company, complied with the
provisions of this article. If the court determines that such member
has not complied with the provisions of this article, the member shall
be dismissed as a party. (5) The jurisdiction of the court in which the proceeding is
commenced is plenary and exclusive. The court may appoint one or more
persons as appraisers to receive evidence and recommend decisions on
the question of fair value. The appraisers have the powers described
in the order appointing them or in any amendment to it. The dissenters
are entitled to the same discovery rights as parties in other civil
proceedings. (6) Each dissenter made a party to the proceeding is entitled to
judgment for the amount, if any, by which the court finds the fair
value of the dissenter's membership interest in the limited liability
company, plus interest, exceeds the amount paid by the limited
liability company.
Sec.
RCW 25.15.805 and 2010 c 196 s 13 are each amended to
read as follows:
(((1))) Limited liability companies are subject to the applicable
fees, charges, and penalties established by the secretary of state
((shall adopt rules establishing fees which shall be charged and
collected for: (a) Filing of a certificate of formation for a domestic limited
liability company or an application for registration of a foreign
limited liability company; (b) Filing of a certificate of dissolution for a domestic limited
liability company; (c) Filing a certificate of cancellation for a foreign limited
liability company; (d) Filing of a certificate of amendment or restatement for a
domestic or foreign limited liability company; (e) Filing an application to reserve, register, or transfer a
limited liability company name; (f) Filing any other certificate, statement, or report authorized
or permitted to be filed; (g) Copies, certified copies, certificates, service of process
filings, and expedited filings or other special services. (2) In the establishment of a fee schedule, the secretary of state
shall, insofar as is possible and reasonable, be guided by the fee
schedule provided for corporations governed by Title 23B RCW. Fees for
copies, certified copies, certificates of record, and service of
process filings shall be as provided for in RCW 23B.01.220. (3) All fees collected by the secretary of state shall be deposited
with the state treasurer pursuant to law)) under section 1214 of this
act and RCW 43.07.120.
NEW SECTION.
Sec.
The following acts or parts of acts are
each repealed: RCW 25.15.007 (Standards for electronic filingRules) and 2002
c 74 s 15; and RCW 25.15.320 (Issuance of registration) and 1994 c 211 s 903.
PART VIII SECRETARY OF STATE REVISIONS
Sec.
RCW 43.07.120 and 2010 1st sp.s. c 29 s 6 are each
amended to read as follows:
(1) The secretary of state must establish by rule and collect the
fees in this subsection: (a) For a copy of any law, resolution, record, or other document or
paper on file in the secretary's office; (b) For any certificate under seal; (c) For filing and recording trademark; (d) For each deed or patent of land issued by the governor; (e) For recording miscellaneous records, papers, or other
documents. (2) The secretary of state may adopt rules under chapter 34.05 RCW
establishing reasonable fees for the following services rendered under
chapter 23.-- RCW (the new chapter created in section 1801 of this
act), Title 23B RCW, chapter 18.100, 19.09, 19.34, 19.77, 23.86, 23.90,
24.03, 24.06, 24.12, 24.20, 24.24, 24.28, 24.36, 25.04, 25.15, 25.10,
25.05, or 26.60 RCW: (a) Any service rendered inperson at the secretary of state's
office; (b) Any expedited service; (c) The electronic or facsimile transmittal of information from
corporation records or copies of documents; (d) The providing of information by micrographic or other reducedformat compilation; (e) The handling of checks, drafts, or credit or debit cards upon
adoption of rules authorizing their use for which sufficient funds are
not on deposit; and (f) Special search charges. (3) To facilitate the collection of fees, the secretary of state
may establish accounts for deposits by persons who may frequently be
assessed such fees to pay the fees as they are assessed. The secretary
of state may make whatever arrangements with those persons as may be
necessary to carry out this section. (4) The secretary of state may adopt rules for the use of credit or
debit cards for payment of fees. (5) No member of the legislature, state officer, justice of the
supreme court, judge of the court of appeals, or judge of the superior
court may be charged for any search relative to matters pertaining to
the duties of his or her office; nor may such official be charged for
a certified copy of any law or resolution passed by the legislature
relative to his or her official duties, if such law has not been
published as a state law.
Sec.
RCW 43.07.130 and 2010 1st sp.s. c 29 s 7 are each
amended to read as follows:
There is created within the state treasury a revolving fund, to be
known as the "secretary of state's revolving fund," which must be used
by the office of the secretary of state to defray the costs of
providing registration and information services authorized by law by
the office of the secretary of state, and any other cost of carrying
out the functions of the secretary of state under Title 11, 18, 19, 23,
23B, 24, 25, 26, 30, 42, 43, or 64 RCW. The secretary of state is authorized to charge a fee for
publications in an amount which will compensate for the costs of
printing, reprinting, and distributing such printed matter. Fees
recovered by the secretary of state under RCW 43.07.120(2), 19.09.305,
19.09.315, 19.09.440, ((23B.01.220 (1)(e), (6) and (7), 23B.18.050,
24.03.410, 24.06.455, 25.10.600(6), 25.10.916(1)(e))) section 1214(1)
(c), (d), and (f) of this act, or 46.64.040, and such other moneys as
are expressly designated for deposit in the secretary of state's
revolving fund must be placed in the secretary of state's revolving
fund. During the 20052007 fiscal biennium, the legislature may transfer
from the secretary of state's revolving fund to the state general fund
such amounts as reflect the excess fund balance of the fund.
PART IXMISCELLANEOUS REVISIONS
Sec.
RCW 23.78.020 and 1991 c 72 s 9 are each amended to
read as follows:
Any corporation organized under the laws of this state may elect to
be governed as an employee cooperative under the provisions of this
chapter, by so stating in its articles of incorporation, or articles of
amendment filed in accordance with Title 23B RCW and part I, Article 2
of this act. A corporation so electing shall be governed by all provisions of
Title 23B RCW, except RCW 23B.07.050, 23B.13.020, and chapter 23B.11
RCW, and except as otherwise provided in this chapter.
Sec.
RCW 23.78.030 and 1991 c 72 s 10 are each amended to
read as follows:
An employee cooperative may revoke its election under this chapter
by a vote of twothirds of the members and through articles of
amendment ((filed with)) delivered to the secretary of state for filing
in accordance with RCW 23B.01.200 ((and)), 23B.10.060, and part I,
Article 2 of this act.
Sec.
RCW 23.86.030 and 1989 c 307 s 5 are each amended to
read as follows:
(1) The name of any association subject to this chapter ((may
contain the word "corporation," "incorporated," or "limited" or an
abbreviation of any such word)) must comply with part I, Article 2 of
this act. (2) No corporation or association organized or doing business in
this state shall be entitled to use the term "cooperative" as a part of
its corporate or other business name or title, unless it: (a) Is
subject to the provisions of this chapter, chapter 23.78, or 31.12 RCW;
(b) is subject to the provisions of chapter 24.06 RCW and operating on
a cooperative basis; (c) is, on July 23, 1989, an organization lawfully
using the term "cooperative" as part of its corporate or other business
name or title; or (d) is a nonprofit corporation or association the
voting members of which are corporations or associations operating on
a cooperative basis. Any corporation or association violating the
provisions of this section may be enjoined from doing business under
such name at the instance of any member or any association subject to
this chapter. (3) A member of the board of directors or an officer of any
association subject to this chapter shall have the same immunity from
liability as is granted in RCW 4.24.264.
Sec.
RCW 23.86.055 and 1989 c 307 s 8 are each amended to
read as follows:
(1) ((Duplicate originals of)) The articles of incorporation shall
be signed by the incorporators ((shall be)) and delivered to the
secretary of state for filing in accordance with part I, Article 2 of
this act. ((If the secretary of state finds that the articles of
incorporation conform to law, the secretary of state shall, when all
required fees have been paid: (a) Endorse each original with the word "filed" and the effective
date of the filing. (b) File one original in his or her office. (c) Issue a certificate of incorporation with one original
attached.)) (2) ((The certificate of incorporation, with an original of the
articles of incorporation affixed by the secretary of state, shall be
returned to the incorporators or their representatives and shall be
retained by the association. (3))) Upon the filing of the articles of incorporation, the
corporate existence shall begin, and the certificate of incorporation
shall, except as against the state in a proceeding to cancel or revoke
the certificate of incorporation, be conclusive evidence that all
conditions precedent required to be performed by the incorporators have
been complied with and that the corporation has been incorporated under
this chapter.
Sec.
RCW 23.86.070 and 2010 1st sp.s. c 29 s 10 are each
amended to read as follows:
((For filing articles of incorporation of an association organized
under this chapter or filing application for a certificate of authority
by a foreign corporation, there must be paid to the secretary of state
a fee as established by the secretary by rule. Fees for filing an
amendment to articles of incorporation must be established by the
secretary of state by rule. For filing other documents with the
secretary of state and issuing certificates, fees are as prescribed in
RCW 23B.01.220. Associations subject to this chapter are not subject
to any corporation license fees excepting the fees hereinabove
enumerated.)) Associations organized under or subject to this chapter
are subject to the applicable fees, charges, and penalties established
by the secretary of state under section 1214 of this act and RCW
43.07.120.
Sec.
RCW 23.86.095 and 1989 c 307 s 13 are each amended to
read as follows:
Effective January 1, 1990, every association subject to this
chapter shall have and maintain a ((registered office and a))
registered agent in this state in accordance with the requirements set
forth in ((RCW 24.06.050)) part I, Article 4 of this act.
Sec.
RCW 23.86.210 and 1991 c 72 s 18 are each amended to
read as follows:
(1) A cooperative association may be converted to a domestic
ordinary business corporation pursuant to the following procedures: (a) The board of directors of the association shall, by affirmative
vote of not less than twothirds of all such directors, adopt a plan
for such conversion setting forth: (i) The reasons why such conversion is desirable and in the
interests of the members of the association; (ii) The proposed contents of articles of conversion with respect
to items (ii) through (ix) of subparagraph (c) below; and (iii) Such other information and matters as the board of directors
may deem to be pertinent to the proposed plan. (b) After adoption by the board of directors, the plan for
conversion shall be submitted for approval or rejection to the members
of the association at any regular meetings or at any special meetings
called for that purpose, after notice of the proposed conversion has
been given to all members entitled to vote thereon, in the manner
provided by the bylaws. The notice of the meeting shall be accompanied
by a full copy of the proposed plan for conversion or by a summary of
its provisions. At the meeting members may vote upon the proposed
conversion in person, or by written proxy, or by mailed ballot. The
affirmative vote of twothirds of the members voting thereon shall be
required for approval of the plan of conversion. If the total vote
upon the proposed conversion shall be less than twentyfive percent of
the total membership of the association, the conversion shall not be
approved. (c) Upon approval by the members of the association, the articles
of conversion shall be executed in duplicate by the association by one
of its officers and shall set forth: (i) The dates and vote by which the plan for conversion was adopted
by the board of directors and members respectively; (ii) The corporate name of the converted organization. The name
shall comply with requirements in part I, Article 3 of this act for
names of business corporations formed under Title 23B RCW, and shall
not contain the term "cooperative"; (iii) The purpose or purposes for which the converted corporation
is to exist; (iv) The duration of the converted corporation, which may be
perpetual or for a stated term of years; (v) The capitalization of the converted corporation and the class
or classes of shares of stock into which divided, together with the par
value, if any, of such shares, in accordance with statutory
requirements applicable to ordinary business corporations, and the
basis upon which outstanding shares of the association are converted
into shares of the converted corporation; (vi) Any provision limiting or denying to shareholders the
preemptive right to acquire additional shares of the converted
corporation; (vii) The address of the converted corporation's ((initial
registered office and its)) initial registered agent ((at such
address)); (viii) The names and addresses of the persons who are to serve as
directors of the converted corporation until the first annual meeting
of shareholders of the converted corporation or until their successors
are elected and qualify; (ix) Any additional provisions, not inconsistent with law, provided
for by the plan for conversion for the regulation of the internal
affairs of the converted corporation, including any provision
restricting the transfer of shares or which under Title 23B RCW is
required or permitted to be set forth in bylaws. (d) The ((executed duplicate originals of the)) articles of
conversion shall be delivered to the secretary of state for filing in
accordance with part I, Article 2 of this act. ((If the secretary of
state finds that the articles of conversion conform to law, the
secretary of state shall, when all the fees have been paid as in this
section prescribed: (i) Endorse on each of such originals the word "Filed", and the
effective date of such filing; (ii) File one of such originals; and (iii) Issue a certificate of conversion to which one of such
originals shall be affixed.)) (e) ((The certificate of conversion, together with the original of
the articles of conversion affixed thereto by the secretary of state,
shall be returned to the converted corporation or its representative.
The original affixed to the certificate of conversion shall be retained
by the converted corporation. (f))) Upon ((filing)) delivering the articles of conversion to the
secretary of state for filing, the converted corporation shall pay, and
the secretary of state shall collect, the same filing and license fees
as for filing articles of incorporation of a newly formed business
corporation similarly capitalized. (2) Upon filing by the secretary of state of the articles of
conversion, the conversion of the cooperative association to an
ordinary business corporation shall become effective as provided in
section 1203 of this act; the articles of conversion shall thereafter
constitute and be treated in like manner as articles of incorporation;
and the converted corporation shall be subject to all laws applicable
to corporations formed under Title 23B RCW, and shall not thereafter be
subject to laws applying only to cooperative associations. The
converted corporation shall constitute and be deemed to constitute a
continuation of the corporate substance of the cooperative association
and the conversion shall in no way derogate from the rights of
creditors of the former association.
Sec.
RCW 23.86.220 and 1991 c 72 s 19 are each amended to
read as follows:
(1) A cooperative association may merge with one or more domestic
cooperative associations, or with one or more domestic ordinary
business corporations, in accordance with the procedures and subject to
the conditions set forth or referred to in this section. (2) If the merger is into another domestic cooperative association,
the board of directors of each of the associations shall approve by
vote of not less than twothirds of all the directors, a plan of merger
setting forth: (a) The names of the associations proposing to merge; (b) The name of the association which is to be the surviving
association in the merger; (c) The terms and conditions of the proposed merger; (d) The manner and basis of converting the shares of each merging
association into shares or other securities or obligations of the
surviving association; (e) A statement of any changes in the articles of incorporation of
the surviving association to be effected by such merger; and (f) Such other provisions with respect to the proposed merger as
are deemed necessary or desirable. (3) Following approval by the boards of directors, the plan of
merger shall be submitted to a vote of the members of each of the
associations at any regular meeting or at any special meetings called
for that purpose, after notice of the proposed merger has been given to
all members entitled to vote thereon, in the manner provided in the
bylaws. The notice of the meeting shall be in writing stating the
purpose or purposes of the meeting and include or be accompanied by a
copy or summary of the plan of merger. At the meeting members may vote
upon the proposed merger in person, or by written proxy, or by mailed
ballot. The affirmative vote of twothirds of the members voting
thereon, by each association, shall be required for approval of the
plan of merger. If the total vote of either association upon the
proposed merger shall be less than twentyfive percent of the total
membership of such association, the merger shall not be approved. (4) Upon approval by the members of the associations proposing to
merge, articles of merger shall be executed in duplicate by each
association by an officer of each association, and shall set forth: (a) The plan of merger; (b) As to each association, the number of members and, if there is
capital stock, the number of shares outstanding; and (c) As to each association, the number of members who voted for and
against such plan, respectively. (5) ((Duplicate originals of)) The articles of merger shall be
delivered to the secretary of state for filing in accordance with part
I, Article 2 of this act. ((If the secretary of state finds that such
articles conform to law, the secretary of state shall, when all fees
have been paid as in this section prescribed: (a) Endorse on each of such originals the word "Filed", and the
effective date of such filing; (b) File one of such originals; and (c) Issue a certificate of merger to which one of such originals
shall be affixed.)) (6) ((The certificate of merger, together with the duplicate
original of the articles of merger affixed thereto by the secretary of
state shall be returned to the surviving association or its
representative. (7))) For filing articles of merger hereunder the secretary of
state shall charge and collect the same fees as apply to filing of
articles of merger of ordinary business corporations. (((8))) (7) If the plan of merger is for merger of the cooperative
association into a domestic ordinary business corporation, the
association shall follow the same procedures as hereinabove provided
for merger of domestic cooperative associations and the ordinary
business corporation shall follow the applicable procedures set forth
in RCW 23B.07.050 and chapter 23B.11 RCW. (((9))) (8) At any time prior to filing of the articles of merger,
the merger may be abandoned pursuant to provisions therefor, if any,
set forth in the plan of merger.
Sec.
RCW 23.86.310 and 1989 c 307 s 15 are each amended to
read as follows:
((Effective January 1, 1990,)) Every association subject to this
chapter shall ((comply with the requirements set forth in RCW
24.06.440)) deliver an annual report to the secretary of state in
accordance with section 1213 of this act.
Sec.
RCW 23.86.330 and 1991 c 72 s 21 are each amended to
read as follows:
The provisions of ((RCW 23B.14.200 and 23B.14.210)) part I, Article
6 of this act relating to administrative dissolution by the secretary
of state shall apply to every association subject to this chapter
formed on or after July 23, 1989.
Sec.
RCW 23.86.370 and 1989 c 307 s 33 are each amended to
read as follows:
The provisions of ((RCW 24.06.340 through 24.06.435)) part I,
Article 5 of this act and RCW 24.06.367 and 24.06.369 shall apply to
every foreign corporation which desires to conduct affairs in this
state under the authority of this chapter.
Sec.
RCW 24.12.045 and 2009 c 437 s 13 are each amended to
read as follows:
(1) Each corporation sole registered in this state shall ((file,
with a ten dollar filing fee and within the time prescribed by this
chapter,)) deliver an annual report ((in the form prescribed by)) to
the secretary of state in accordance with section 1213 of this act.
The report shall ((set forth: (a) The name of the corporation sole and the state or country under
the laws of which it is incorporated; (b) The address of the principal place of business of the
corporation sole in this state including street and number; (c) The name and respective address of the bishop, overseer, or
presiding elder of the corporation sole; and (d) The corporation sole's unified business identifier number. (2)(a) The information shall be given as of the date of the
execution of the report. It shall)) be executed by the corporation
sole by an officer of the corporation sole or, if the corporation sole
is in the hands of a receiver or trustee, it shall be executed on
behalf of the corporation sole by such receiver or trustee. (((b))) (2) The secretary of state may provide that correcting or
updating information appearing on previous annual or biennial filings
is sufficient to constitute the current filing. (3) The secretary may administratively dissolve a corporation sole
that does not comply with this section in accordance with section 1602
of this act. However, the secretary shall reinstate a corporation sole
administratively dissolved under this subsection if the corporation
sole complies with the requirements of RCW 24.12.055 within five years
of the administrative dissolution.
Sec.
RCW 24.12.051 and 2011 c 183 s 7 are each amended to
read as follows:
(((1) Not less than thirty days prior to a corporation sole's
renewal date,)) The secretary of state shall send to each corporation
sole((, by postal or electronic mail, as elected by the corporation
sole, addressed to its registered office, or to an electronic address
designated by the corporation sole, in a record retained by the
secretary of state,)) a notice in accordance with section 1213 of this
act that its annual report must be filed as required by this chapter((,
and stating that if it fails to file its annual report it shall be
dissolved or its certificate of authority revoked, as the case may be.
Failure of the secretary of state to send the notice does not relieve
a corporation sole from its obligation to file the annual reports
required by this chapter. The option to receive the notice provided
under this section by electronic mail may be selected only when the
secretary of state makes the option available. (2)(a) The report of a corporation sole shall be delivered to the
secretary of state on an annual renewal date as the secretary of state
may establish. The secretary of state may adopt rules to establish
biennial reporting dates and to stagger reporting dates. (b) If the secretary of state finds that the report substantially
conforms to the requirements of this chapter, the secretary of state
shall file that report)).
Sec.
RCW 24.20.010 and 1981 c 302 s 11 are each amended to
read as follows:
Any grand lodge, encampment, chapter or any subordinate lodge or
body of Free and Accepted Masons, Independent Order of Odd Fellows,
Knights of Pythias, or other fraternal society, desiring to
incorporate, shall ((make)) deliver articles of incorporation ((in
duplicate, and file one of such articles in the office of)) to the
secretary of state for filing in accordance with part I, Article 2 of
this act; such articles shall be signed by the presiding officer and
the secretary of such lodge, chapter or encampment, and attested by the
seal thereof, and shall specify: (1) The name of such lodge or other society, and the place of
holding its meetings; (2) The name of the grand body from which it derives its rights and
powers as such lodge or society; or if it be a grand lodge, the manner
in which its powers as such grand lodge are derived; (3) The names of the presiding officer and the secretary having the
custody of the seal of such lodge or society; (4) What officers shall join in the execution of any contract by
such lodge or society to give it force and effect in accordance with
the usages of such lodges or society.
Sec.
RCW 24.20.020 and 1993 c 269 s 10 are each amended to
read as follows:
The secretary of state shall file such articles of incorporation in
the secretary of state's office and issue a certificate of
incorporation to any such lodge or other society upon the payment of
the ((sum of twenty dollars)) filing fee established by the secretary
of state under section 1214 of this act.
Sec.
RCW 24.24.010 and 1982 c 35 s 166 are each amended to
read as follows:
Any ten or more residents of this state who are members of any
chartered body or of different chartered bodies of any fraternal order
or society who shall desire to incorporate for the purpose of owning
real or personal property or both real and personal property for the
purpose and for the benefit of such bodies, may make and execute
articles of incorporation, which shall be executed in duplicate, and
shall be subscribed by each of the persons so associating themselves
together: PROVIDED, That no lodge shall be incorporated contrary to
the provisions of the laws and regulations of the order or society of
which it is a constituent part. Such articles, at the election of the
incorporators, may either provide for the issuing of capital stock or
for incorporation as a society of corporation without shares of stock.
One of such articles shall be filed in the office of the secretary of
state in accordance with part I, Article 2 of this act, accompanied by
a filing fee ((of twenty dollars)) established by the secretary of
state under section 1214 of this act, and the other of such articles
shall be preserved in the records of the corporation.
Sec.
RCW 24.24.100 and 1993 c 269 s 11 are each amended to
read as follows:
The secretary of state shall file such articles of incorporation or
amendment thereto in the secretary of state's office and issue a
certificate of incorporation or amendment, as the case may be, to such
fraternal association upon the payment of a fee ((in the sum of twenty
dollars)) established by the secretary of state under section 1214 of
this act.
Sec.
RCW 24.28.010 and 1981 c 302 s 13 are each amended to
read as follows:
Any grange of the patrons of husbandry, desiring hereafter to
incorporate, may incorporate and become bodies politic in this state,
by filing in the office of the secretary of state of Washington in
accordance with part I, Article 2 of this act, a certificate or article
subscribed and acknowledged by not less than five members of such
grange and by the master of the Washington state grange embodying: (1) The name of such grange and the place of holding its meetings. (2) What elective officers the said grange will have, when such
officers shall be elected; how, and by whom, the business of the grange
shall be conducted or managed, and what officers shall join in the
execution of any contract by such grange to give force and effect in
accordance with the usages of the order of the patrons of husbandry;
such articles shall be subscribed by the master of such grange attested
by the secretary, with the seal of the grange. (3) A copy of the bylaws of such grange shall also be filed in the
said office of the secretary of state. (4) The names of all such officers at the time of filing the
application, and the time for which they may be respectively elected.
When such articles shall be filed, such grange shall be a body politic
and corporate, with all the incidents of a corporation, subject
nevertheless to the laws and parts of laws now in force or hereafter to
be passed regulating corporations.
NEW SECTION.
Sec.
The following acts or parts of acts are
each repealed: RCW 23.86.155 (Failure to appoint registered agentRemovalReinstatement) and 1989 c 307 s 35; RCW 23.86.300 (Application of RCW 24.06.055 and 24.06.060) and
1989 c 307 s 14; RCW 23.86.320 (Application of RCW 24.06.445) and 1989 c 307 s
16; RCW 23.86.335 (Application of RCW 23B.14.203Name not
distinguishable from name of governmental entity) and 1997 c 12 s 8; RCW 23.86.340 (Application of RCW 23B.14.220Reinstatement)
and 1991 c 72 s 22 & 1989 c 307 s 18; RCW 24.12.060 (Administrative dissolution or revocation of a
certificate of authorityCorporation name not distinguishable from
name of governmental entityApplication by governmental entity) and
1997 c 12 s 4; RCW 24.20.040 (Reincorporation) and 1903 c 80 s 4; RCW 24.20.050 (Administrative dissolution or revocation of a
certificate of authorityCorporation name not distinguishable from
name of governmental entityApplication by governmental entity) and
1997 c 12 s 5; RCW 24.24.130 (Administrative dissolution or revocation of a
certificate of authorityCorporation name not distinguishable from
name of governmental entityApplication by governmental entity) and
1997 c 12 s 6; and RCW 24.28.045 (Administrative dissolution or revocation of a
certificate of authorityCorporation name not distinguishable from
name of governmental entityApplication by governmental entity) and
1997 c 12 s 7.