NOTES:

     Organization of condominium unit owners' association: RCW 64.34.300.

     Revolving fund of secretary of state, deposit of moneys for costs of carrying out secretary of state's functions under this chapter: RCW 43.07.130.

     (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 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) "Duplicate originals" means two copies, original or otherwise, each with original signatures, or one original with original signatures and one copy thereof.

     (10) "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 that the document complies as to form with the applicable requirements of this chapter.

     (11) "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.

     (12) "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 and, for the purpose of documents filed electronically with the secretary of state, in compliance with the rules adopted by the secretary of state for electronic filing.

     (13) "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.

     (14) "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).

[2002 c 74 § 4; 1989 c 291 § 3; 1986 c 240 § 1; 1982 c 35 § 72; 1967 c 235 § 2.]

NOTES:

     Captions not law -- 2002 c 74: See note following RCW 19.09.020.

     Finding -- Severability -- 1989 c 291: See notes following RCW 24.03.490.

     Intent -- Severability -- Effective dates -- Application -- 1982 c 35: See notes following RCW 43.07.160.

[2002 c 74 § 5.]

NOTES:

     Captions not law -- 2002 c 74: See note following RCW 19.09.020.

[2002 c 74 § 6.]

NOTES:

     Captions not law -- 2002 c 74: See note following RCW 19.09.020.

     (1) All corporations organized hereunder; and

     (2) All not for profit corporations heretofore organized under any act hereby repealed, for a purpose or purposes for which a corporation might be organized under this chapter; and

     (3) Any corporation to which this chapter does not otherwise apply, which is authorized to elect, and does elect, in accordance with the provisions of this chapter, as now or hereafter amended, to have the provisions of this chapter apply to it.

     The provisions of this chapter relating to foreign corporations shall apply to all foreign not for profit corporations conducting affairs in this state for a purpose or purposes for which a corporation might be organized under this chapter.

[1971 ex.s. c 53 § 1; 1967 c 235 § 3.]

NOTES:

     Repealer -- Savings -- 1967 c 235: See RCW 24.03.920, 24.03.905.

[1986 c 240 § 2; 1983 c 106 § 22; 1967 c 235 § 4.]

NOTES:

     Repealer -- Savings -- 1967 c 235: See RCW 24.03.920, 24.03.905.

     Fish marketing act: Chapter 24.36 RCW.

     Granges: Chapter 24.28 RCW.

     Insurance: Title 48 RCW.

     Labor unions: Chapter 49.36 RCW.

     (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 said corporation.

     Duplicate originals of such 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 each of such duplicates the word "filed" and the effective date of the filing thereof, shall file one of such duplicate originals, and shall issue a certificate of elective coverage to which the other duplicate original shall be affixed.

     The certificate of elective coverage together with the duplicate original affixed thereto by the secretary of state shall be returned to the corporation or its representative. Upon the filing of the statement of elective coverage, the provisions of this chapter shall apply to said 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.

[1982 c 35 § 73; 1971 ex.s. c 53 § 2.]

NOTES:

     Intent -- Severability -- Effective dates -- Application -- 1982 c 35: See notes following RCW 43.07.160.

[1986 c 240 § 3; 1982 c 35 § 74; 1967 c 235 § 5.]

NOTES:

     Intent -- Severability -- Effective dates -- Application -- 1982 c 35: See notes following RCW 43.07.160.

     (1) The name of the corporation.

     (2) The period of duration, which may be perpetual or for a stated number of years.

     (3) The purpose or purposes for which the corporation is organized.

     (4) Any provisions, not inconsistent with law, which the incorporators elect to set forth in the articles of incorporation for the regulation of the internal affairs of the corporation, including provisions regarding:

     (a) Distribution of assets on dissolution or final liquidation;

     (b) The definition, limitation, and regulation of the powers of the corporation, the directors, and the members, if any;

     (c) Eliminating or limiting the personal liability of a director to the corporation or its members, if any, for monetary damages for conduct as a director: PROVIDED, That such provision shall not eliminate or limit the liability of a director for acts or omissions that involve intentional misconduct by a director or a knowing violation of law by a director, or for any transaction from which the director will personally receive a benefit in money, property, or services to which the director is not legally entitled. No such provision may eliminate or limit the liability of a director for any act or omission occurring before the date when such provision becomes effective; and

     (d) Any provision which under this title is required or permitted to be set forth in the bylaws.

     (5) The address of its initial registered office, including street and number, and the name of its initial registered agent at such address.

     (6) The number of directors constituting the initial board of directors, and the names and addresses of the persons who are to serve as the initial directors.

     (7) The name and address of each incorporator.

     (8) The name of any person or corporations to whom net assets are to be distributed in the event the corporation is dissolved.

     It shall not be necessary to set forth in the articles of incorporation any of the corporate powers enumerated in this chapter.

     Unless the articles of incorporation provide that a change in the number of directors shall be made only by amendment to the articles of incorporation, a change in the number of directors made by amendment to the bylaws shall be controlling. In all other cases, whenever a provision of the articles of incorporation is inconsistent with a bylaw, the provision of the articles of incorporation shall be controlling.

[1987 c 212 § 703; 1982 c 35 § 75; 1967 c 235 § 6.]

NOTES:

     Intent -- Severability -- Effective dates -- Application -- 1982 c 35: See notes following RCW 43.07.160.

     Amending articles of incorporation: RCW 24.03.160 through 24.03.180.

     Bylaws: RCW 24.03.070.

See RCW 43.07.210.

     (1) Shall not have or issue shares of stock;

     (2) Shall not make any disbursement of income to its members, directors or officers;

     (3) Shall not loan money or credit to its officers or directors;

     (4) May pay compensation in a reasonable amount to its members, directors or officers for services rendered;

     (5) May confer benefits upon its members in conformity with its purposes; and

     (6) Upon dissolution or final liquidation may make distributions to its members as permitted by this chapter, and no such payment, benefit or distribution shall be deemed to be a dividend or a distribution of income.

[1986 c 240 § 4; 1967 c 235 § 7.]

     (1) To have perpetual succession by its corporate name unless a limited period of duration is stated in its articles of incorporation.

     (2) To sue and be sued, complain and defend, in its corporate name.

     (3) To have a corporate seal which may be altered at pleasure, and to use the same by causing it, or a facsimile thereof, to be impressed or affixed or in any other manner reproduced.

     (4) To purchase, take, receive, lease, take by gift, devise or bequest, or otherwise acquire, own, hold, improve, use and otherwise deal in and with real or personal property, or any interest therein, wherever situated.

     (5) To sell, convey, mortgage, pledge, lease, exchange, transfer and otherwise dispose of all or any part of its property and assets.

     (6) To lend money or credit to its employees other than its officers and directors.

     (7) To purchase, take, receive, subscribe for, or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, lend, pledge, or otherwise dispose of, and otherwise use and deal in and with, shares or other interests in, or obligations of, other domestic or foreign corporations, whether for profit or not for profit, associations, partnerships or individuals, or direct or indirect obligations of the United States, or of any other government, state, territory, governmental district or municipality or of any instrumentality thereof.

     (8) To make contracts and incur liabilities, borrow money at such rates of interest as the corporation may determine, issue its notes, bonds, and other obligations, and secure any of its obligations by mortgage or pledge of all or any of its property, franchises and income.

     (9) To lend money for its corporate purposes, invest and reinvest its funds, and take and hold real and personal property as security for the payment of funds so loaned or invested.

     (10) To conduct its affairs, carry on its operations, and have offices and exercise the powers granted by this chapter in any state, territory, district, or possession of the United States, or in any foreign country.

     (11) To elect or appoint officers and agents of the corporation, and define their duties and fix their compensation.

     (12) To make and alter bylaws, not inconsistent with its articles of incorporation or with the laws of this state, for the administration and regulation of the affairs of the corporation.

     (13) Unless otherwise provided in the articles of incorporation, to make donations for the public welfare or for charitable, scientific or educational purposes; and in time of war to make donations in aid of war activities.

     (14) To indemnify any director or officer or former director or officer or other person in the manner and to the extent provided in RCW 23B.08.500 through 23B.08.600, as now existing or hereafter amended.

     (15) To make guarantees respecting the contracts, securities, or obligations of any person (including, but not limited to, any member, any affiliated or unaffiliated individual, domestic or foreign, profit or not for profit, corporation, partnership, association, joint venture or trust) if such guarantee may reasonably be expected to benefit, directly or indirectly, the guarantor corporation. As to the enforceability of the guarantee, the decision of the board of directors that the guarantee may be reasonably expected to benefit, directly or indirectly, the guarantor corporation shall be binding in respect to the issue of benefit to the guarantor corporation.

     (16) To pay pensions and establish pension plans, pension trusts, and other benefit plans for any or all of its directors, officers, and employees.

     (17) To be a promoter, partner, member, associate or manager of any partnership, joint venture, trust or other enterprise.

     (18) To be a trustee of a charitable trust, to administer a charitable trust and to act as executor in relation to any charitable bequest or devise to the corporation. This subsection shall not be construed as conferring authority to engage in the general business of trusts nor in the business of trust banking.

     (19) To cease its corporate activities and surrender its corporate franchise.

     (20) To have and exercise all powers necessary or convenient to effect any or all of the purposes for which the corporation is organized.

[1991 c 72 § 42; 1986 c 240 § 5; 1967 c 235 § 8.]

NOTES:

     Unauthorized assumption of corporate power: RCW 24.03.470.

     (1) In a proceeding by a member or a director against the corporation to enjoin the doing or continuation of unauthorized acts, or the transfer of real or personal property by or to the corporation. If the unauthorized acts or transfer sought to be enjoined are being, or are to be, performed pursuant to any contract to which the corporation is a party, the court may, if all of the parties to the contract are parties to the proceeding and if it deems the same to be equitable, set aside and enjoin the performance of such contract, and in so doing may allow to the corporation or the other parties to the contract, as the case may be, compensation for the loss or damage sustained by either of them which may result from the action of the court in setting aside and enjoining the performance of such contract, but anticipated profits to be derived from the performance of the contract shall not be awarded by the court as a loss or damage sustained.

     (2) In a proceeding by the corporation, whether acting directly or through a receiver, trustee, or other legal representative, or through members in a representative suit, against the officers or directors of the corporation for exceeding their authority.

     (3) In a proceeding by the attorney general, as provided in this chapter, to dissolve the corporation, or in a proceeding by the attorney general to enjoin the corporation from performing unauthorized acts, or in any other proceeding by the attorney general.

[1967 c 235 § 9.]

NOTES:

     Dissolution: RCW 24.03.220 through 24.03.270.

See RCW 23B.17.030.

     (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 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 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."

[1998 c 102 § 3; 1994 c 211 § 1305; 1989 c 291 § 10; 1987 c 55 § 39; 1986 c 240 § 6; 1982 c 35 § 76; 1967 c 235 § 10.]

NOTES:

     Effective date -- Severability -- 1994 c 211: See RCW 25.15.900 and 25.15.902.

     Finding -- Severability -- 1989 c 291: See notes following RCW 24.03.490.

     Intent -- Severability -- Effective dates -- Application -- 1982 c 35: See notes following RCW 43.07.160.

     Corporate name of foreign corporation: RCW 24.03.315.

     (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.

[1993 c 356 § 1; 1982 c 35 § 77.]

NOTES:

     Effective date -- 1993 c 356: "This act is necessary for the immediate preservation of the public peace, health, or safety, or support of the state government and its existing public institutions, and shall take effect July 1, 1993." [1993 c 356 § 25.]

     Intent -- Severability -- Effective dates -- Application -- 1982 c 35: See notes following RCW 43.07.160.

     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.

[1994 c 211 § 1306; 1993 c 356 § 2; 1987 c 55 § 40; 1986 c 240 § 7; 1982 c 35 § 78.]

NOTES:

     Effective date -- Severability -- 1994 c 211: See RCW 25.15.900 and 25.15.902.

     Effective date -- 1993 c 356: See note following RCW 24.03.046.

     Intent -- Severability -- Effective dates -- Application -- 1982 c 35: See notes following RCW 43.07.160.

[1986 c 240 § 8; 1982 c 35 § 79.]

NOTES:

     Intent -- Severability -- Effective dates -- Application -- 1982 c 35: See notes following RCW 43.07.160.

     (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. 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 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.

[1986 c 240 § 9; 1982 c 35 § 80; 1969 ex.s. c 163 § 1; 1967 c 235 § 11.]

NOTES:

     Intent -- Severability -- Effective dates -- Application -- 1982 c 35: See notes following RCW 43.07.160.

     (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 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, 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 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.

     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 signed 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 mailed to the secretary of the corporation.

[1993 c 356 § 3; 1986 c 240 § 10; 1982 c 35 § 81; 1967 c 235 § 12.]

NOTES:

     Effective date -- 1993 c 356: See note following RCW 24.03.046.

     Intent -- Severability -- Effective dates -- Application -- 1982 c 35: See notes following RCW 43.07.160.

     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.

[1986 c 240 § 11; 1982 c 35 § 82; 1967 c 235 § 13.]

NOTES:

     Intent -- Severability -- Effective dates -- Application -- 1982 c 35: See notes following RCW 43.07.160.

[1986 c 240 § 12; 1967 c 235 § 14.]

[1991 c 72 § 43; 1986 c 240 § 13; 1967 c 235 § 15.]

     An annual meeting of the members shall be held at such time as may be stated in or fixed in accordance with the bylaws. Failure to hold the annual meeting at the designated time shall not work a forfeiture or dissolution of the corporation.

     Special meetings of the members may be called by the president or by the board of directors. Special meetings of the members may also be called by such other officers or persons or number or proportion of members as may be provided in the articles of incorporation or the bylaws. In the absence of a provision fixing the number or proportion of members entitled to call a meeting, a special meeting of members may be called by members having one-twentieth of the votes entitled to be cast at such meeting.

     Except as may be otherwise restricted by the articles of incorporation or the bylaws, members of the corporation may participate in a meeting of members by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time and participation by such means shall constitute presence in person at a meeting.

[1986 c 240 § 14; 1967 c 235 § 16.]

[1969 ex.s. c 115 § 1; 1967 c 235 § 17.]

NOTES:

     Waiver of notice: RCW 24.03.460.

     A member may vote in person or, if so authorized by the articles of incorporation or the bylaws, may vote by proxy executed in writing by the member or by his duly authorized attorney-in-fact. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy. Where directors or officers are to be elected by members, the bylaws may provide that such elections may be conducted by mail.

     The articles of incorporation or the bylaws may provide that in all elections for directors every member entitled to vote shall have the right to cumulate his vote and to give one candidate a number of votes equal to his vote multiplied by the number of directors to be elected, or by distributing such votes on the same principle among any number of such candidates.

[1969 ex.s. c 115 § 2; 1967 c 235 § 18.]

NOTES:

     Greater voting requirements: RCW 24.03.455.

[1967 c 235 § 19.]

NOTES:

     Greater voting requirements: RCW 24.03.455.

[1967 c 235 § 20.]

[1986 c 240 § 15; 1967 c 235 § 21.]

     (1) Any director elected by members may be removed, with or without cause, by two-thirds of the votes cast by members having voting rights with regard to the election of any director, represented in person or by proxy at a meeting of members at which a quorum is present;

     (2) In the case of a corporation having cumulative voting, if less than the entire board is to be removed, no one of the directors may be removed if the votes cast against that director's removal would be sufficient to elect that director if then cumulatively voted at an election of the entire board of directors, or, if there be classes of directors, at an election of the class of directors of which he or she is a part; and

     (3) Whenever the members of any class are entitled to elect one or more directors by the provisions of the articles of incorporation, the provisions of this section shall apply, in respect to the removal of a director or directors so elected, to the vote of the members of that class and not to the vote of the members as a whole.

[1986 c 240 § 16.]

     (2) The court that removes a director may bar the director from reelection for a period prescribed by the court.

[1999 c 32 § 1.]

[1986 c 240 § 17; 1967 c 235 § 22.]

[1986 c 240 § 18; 1967 c 235 § 23.]

NOTES:

     Greater voting requirements: RCW 24.03.455.

[1986 c 240 § 19.]

[1986 c 240 § 20; 1967 c 235 § 24.]

     Regular meetings of the board of directors or of any committee designated by the board of directors may be held with or without notice as prescribed in the bylaws. Special meeting of the board of directors or any committee designated by the board of directors shall be held upon such notice as is prescribed in the bylaws. Attendance of a director or a committee member at a meeting shall constitute a waiver of notice of such meeting, except where a director or a committee member attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the board of directors or any committee designated by the board of directors need be specified in the notice or waiver of notice of such meeting unless required by the bylaws.

     Except as may be otherwise restricted by the articles of incorporation or bylaws, members of the board of directors or any committee designated by the board of directors may participate in a meeting of such board or committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time and participation by such means shall constitute presence in person at a meeting.

[1986 c 240 § 21; 1967 c 235 § 25.]

NOTES:

     Waiver of notice: RCW 24.03.460.

     The articles of incorporation or the bylaws may provide that any one or more officers of the corporation shall be ex officio members of the board of directors.

     The officers of a corporation may be designated by such additional titles as may be provided in the articles of incorporation or the bylaws.

[1986 c 240 § 22; 1967 c 235 § 26.]

     In performing the duties of a director, a director shall be entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, in each case prepared or presented by:

     (1) One or more officers or employees of the corporation whom the director believes to be reliable and competent in the matter presented;

     (2) Counsel, public accountants, or other persons as to matters which the director believes to be within such person's professional or expert competence; or

     (3) A committee of the board upon which the director does not serve, duly designated in accordance with a provision in the articles of incorporation or bylaws, as to matters within its designated authority, which committee the director believes to merit confidence; so long as, in any such case, the director acts in good faith, after reasonable inquiry when the need therefor is indicated by the circumstances and without knowledge that would cause such reliance to be unwarranted.

[1986 c 240 § 23.]

[1967 c 235 § 27.]

     (1) Current articles and bylaws;

     (2) A record of members, including names, addresses, and classes of membership, if any;

     (3) Correct and adequate records of accounts and finances;

     (4) A record 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. Records may be written, or electronic if capable of being converted to writing.

     The 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.

[1986 c 240 § 24; 1967 c 235 § 28.]

[1967 c 235 § 29.]

     (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.

[2002 c 74 § 7; 1982 c 35 § 83; 1967 c 235 § 30.]

NOTES:

     Captions not law -- 2002 c 74: See note following RCW 19.09.020.

     Intent -- Severability -- Effective dates -- Application -- 1982 c 35: See notes following RCW 43.07.160.

[1986 c 240 § 25; 1982 c 35 § 84; 1967 c 235 § 31.]

NOTES:

     Intent -- Severability -- Effective dates -- Application -- 1982 c 35: See notes following RCW 43.07.160.

[1986 c 240 § 26; 1967 c 235 § 32.]

[1967 c 235 § 33.]

     (1) Where there are members having voting rights, with regard to the question, the board of directors shall adopt a resolution setting forth the proposed amendment and directing that it be submitted to a vote at a meeting of members having voting rights, which may be either an annual or a special meeting. Written or printed notice setting forth the proposed amendment or a summary of the changes to be effected thereby shall be given to each member entitled to vote at such meeting within the time and in the manner provided in this chapter for the giving of notice of meetings of members. The proposed amendment shall be adopted upon receiving at least two-thirds of the votes which members present at such meeting or represented by proxy are entitled to cast.

     (2) Where there are no members, or no members having voting rights, with regard to the question, an amendment shall be adopted at a meeting of the board of directors upon receiving the vote of a majority of the directors in office.

     Any number of amendments may be submitted and voted upon at any one meeting.

[1986 c 240 § 27; 1967 c 235 § 34.]

     (1) The name of the corporation.

     (2) The amendment so adopted.

     (3) Where there are members having voting rights, (a) a statement setting forth the date of the meeting of members at which the amendment was adopted, that a quorum was present at such meeting, and that such amendment received at least two-thirds of the votes which members present at such meeting or represented by proxy were entitled to cast, or (b) a statement that such amendment was adopted by a consent in writing signed by all members entitled to vote with respect thereto.

     (4) Where there are no members, or no members having voting rights, a statement of such fact, the date of the meeting of the board of directors at which the amendment was adopted, and a statement of the fact that such amendment received the vote of a majority of the directors in office.

[1982 c 35 § 85; 1967 c 235 § 35.]

NOTES:

     Intent -- Severability -- Effective dates -- Application -- 1982 c 35: See notes following RCW 43.07.160.

     (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.

[2002 c 74 § 8; 1982 c 35 § 86; 1967 c 235 § 36.]

NOTES:

     Captions not law -- 2002 c 74: See note following RCW 19.09.020.

     Intent -- Severability -- Effective dates -- Application -- 1982 c 35: See notes following RCW 43.07.160.

     Fees: RCW 24.03.405, 24.03.410.

     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.

[1986 c 240 § 28; 1982 c 35 § 87; 1967 c 235 § 37.]

NOTES:

     Intent -- Severability -- Effective dates -- Application -- 1982 c 35: See notes following RCW 43.07.160.

     Upon the adoption of the resolution, restated articles of incorporation shall be executed in duplicate 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.

     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.

[2002 c 74 § 9; 1986 c 240 § 29; 1982 c 35 § 88.]

NOTES:

     Captions not law -- 2002 c 74: See note following RCW 19.09.020.

     Intent -- Severability -- Effective dates -- Application -- 1982 c 35: See notes following RCW 43.07.160.

     Each corporation shall adopt a plan of merger setting forth:

     (1) The names of the corporations proposing to merge, and the name of the corporation into which they propose to merge, which is hereinafter designated as the surviving corporation.

     (2) The terms and conditions of the proposed merger.

     (3) A statement of any changes in the articles of incorporation of the surviving corporation to be effected by such merger.

     (4) Such other provisions with respect to the proposed merger as are deemed necessary or desirable.

[1986 c 240 § 30; 1967 c 235 § 38.]

     Each corporation shall adopt a plan of consolidation setting forth:

     (1) The names of the corporations proposing to consolidate, and the name of the new corporation into which they propose to consolidate, which is hereinafter designated as the new corporation.

     (2) The terms and conditions of the proposed consolidation.

     (3) With respect to the new corporation, all of the statements required to be set forth in articles of incorporation for corporations organized under this chapter.

     (4) Such other provisions with respect to the proposed consolidation as are deemed necessary or desirable.

[1986 c 240 § 31; 1967 c 235 § 39.]

     (1) Where the members of any merging or consolidating corporation have voting rights with regard to the question, the board of directors of such corporation shall adopt a resolution approving the proposed plan and directing that it be submitted to a vote at a meeting of members having voting rights, which may be either an annual or a special meeting. Written or printed notice setting forth the proposed plan or a summary thereof shall be given to each member entitled to vote at such meeting within the time and in the manner provided in this chapter for the giving of notice of meetings of members. The proposed plan shall be adopted upon receiving at least two-thirds of the votes which members present at each such meeting or represented by proxy are entitled to cast.

     (2) Where any merging or consolidating corporation has no members, or no members having voting rights with regard to the question, a plan of merger or consolidation shall be adopted at a meeting of the board of directors of such corporation upon receiving the vote of a majority of the directors in office.

     After such approval, and at any time prior to the filing of the articles of merger or consolidation, the merger or consolidation may be abandoned pursuant to provisions therefor, if any, set forth in the plan of merger or consolidation.

[1986 c 240 § 32; 1967 c 235 § 40.]

     (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 two-thirds 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 writing signed 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.

[2002 c 74 § 10; 1986 c 240 § 33; 1982 c 35 § 89; 1967 c 235 § 41.]

NOTES:

     Captions not law -- 2002 c 74: See note following RCW 19.09.020.

     Intent -- Severability -- Effective dates -- Application -- 1982 c 35: See notes following RCW 43.07.160.

[1986 c 240 § 34; 1982 c 35 § 90; 1967 c 235 § 42.]

NOTES:

     Intent -- Severability -- Effective dates -- Application -- 1982 c 35: See notes following RCW 43.07.160.

     (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 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 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 signed by an officer for each corporation signing the notice. 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.

[1986 c 240 § 35; 1982 c 35 § 91.]

NOTES:

     Intent -- Severability -- Effective dates -- Application -- 1982 c 35: See notes following RCW 43.07.160.

     (1) The several corporations parties to the plan of merger or consolidation shall be a single corporation, which, in the case of a merger, shall be that corporation designated in the plan of merger as the surviving corporation, and, in the case of a consolidation, shall be the new corporation provided for in the plan of consolidation.

     (2) The separate existence of all corporations parties to the plan of merger or consolidation, except the surviving or new corporation, shall cease.

     (3) Such surviving or new corporation shall have all the rights, privileges, immunities and powers and shall be subject to all the duties and liabilities of a corporation organized under this chapter.

     (4) Such surviving or new corporation shall thereupon and thereafter possess all the rights, privileges, immunities, and franchises, as well of a public as of a private nature, of each of the merging or consolidating corporations; and all property, real, personal and mixed, and all debts due on whatever account, and all other choses in action, and all and every other interest, of or belonging to or due to each of the corporations so merged or consolidated, shall be taken and deemed to be transferred to and vested in such single corporation without further act or deed; and the title to any real estate, or any interest therein, vested in any of such corporations shall not revert or be in any way impaired by reason of such merger or consolidation.

     (5) Such surviving or new corporation shall thenceforth be responsible and liable for all the liabilities and obligations of each of the corporations so merged or consolidated; and any claim existing or action or proceeding pending by or against any of such corporations may be prosecuted as if such merger or consolidation had not taken place, or such surviving or new corporation may be substituted in its place. Neither the rights of creditors nor any liens upon the property of any such corporation shall be impaired by such merger or consolidation.

     (6) In the case of a merger, the articles of incorporation of the surviving corporation shall be deemed to be amended to the extent, if any, that changes in its articles of incorporation are stated in the plan of merger; and, in the case of a consolidation, the statements set forth in the articles of consolidation and which are required or permitted to be set forth in the articles of incorporation of corporations organized under this chapter shall be deemed to be the articles of incorporation of the new corporation.

[1967 c 235 § 43.]

     (1) Where there are members having voting rights with regard to the question, the board of directors shall adopt a resolution recommending such sale, lease, exchange, or other disposition and directing that it be submitted to a vote at a meeting of members having voting rights, which may be either an annual or a special meeting. Written or printed notice stating that the purpose, or one of the purposes, of such meeting is to consider the sale, lease, exchange, or other disposition of all, or substantially all, the property and assets of the corporation shall be given to each member entitled to vote at such meeting, within the time and in the manner provided by this chapter for the giving of notice of meetings of members. At such meeting the members may authorize such sale, lease, exchange, or other disposition and may fix, or may authorize the board of directors to fix, any or all of the terms and conditions thereof and the consideration to be received by the corporation therefor. Such authorization shall require at least two-thirds of the votes which members present at such meeting or represented by proxy are entitled to cast. After such authorization by a vote of members, the board of directors, nevertheless, in its discretion, may abandon such sale, lease, exchange, or other disposition of assets, subject to the rights of third parties under any contracts relating thereto, without further action or approval by members.

     (2) Where there are no members, or no members having voting rights with regard to the question, a sale, lease, exchange, or other disposition of all, or substantially all, the property and assets of a corporation shall be authorized upon receiving the vote of a majority of the directors in office.

[1986 c 240 § 36; 1967 c 235 § 44.]

[1986 c 240 § 37.]

     (1) Where there are members having voting rights with regard to the question, the board of directors shall adopt a resolution recommending that the corporation be dissolved, and directing that the question of such dissolution be submitted to a vote at a meeting of members having such voting rights, which may be either an annual or a special meeting. Written or printed notice stating that the purpose, or one of the purposes, of such meeting is to consider the advisability of dissolving the corporation, shall be given to each member entitled to vote at such meeting, within the time and in the manner provided in this chapter for the giving of notice of meetings of members. A resolution to dissolve the corporation shall be adopted upon receiving at least two-thirds of the votes which members present at such meeting or represented by proxy are entitled to cast.

     (2) Where there are no members, or no members having voting rights with regard to the question, the dissolution of the corporation shall be authorized at a meeting of the board of directors upon the adoption of a resolution to dissolve by the vote of a majority of the directors in office.

     Upon the adoption of such resolution by the members, or by the board of directors where there are no members or no members having voting rights, the corporation shall cease to conduct its affairs except in so far as may be necessary for the winding up thereof, shall immediately cause a notice of the proposed dissolution to be mailed to each known creditor of the corporation, to the attorney general with respect to assets subject to RCW 24.03.225(3), and to the department of revenue, and shall proceed to collect its assets and apply and distribute them as provided in this chapter.

[1986 c 240 § 38; 1982 c 35 § 92; 1967 c 235 § 45.]

NOTES:

     Intent -- Severability -- Effective dates -- Application -- 1982 c 35: See notes following RCW 43.07.160.

     (1) All liabilities and obligations of the corporation shall be paid, satisfied and discharged, or adequate provision shall be made therefor;

     (2) Assets held by the corporation upon condition requiring return, transfer or conveyance, which condition occurs by reason of the dissolution, shall be returned, transferred or conveyed in accordance with such requirements;

     (3) 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, 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 corporation, pursuant to a plan of distribution adopted as provided in this chapter;

     (4) 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;

     (5) Any remaining assets may be distributed to such persons, societies, organizations or domestic or foreign corporations, whether for profit or not for profit, as may be specified in a plan of distribution adopted as provided in this chapter.

[1967 c 235 § 46.]

     (1) Where there are members having voting rights, the board of directors shall adopt a resolution recommending a plan of distribution and directing the submission thereof to a vote at a meeting of members having voting rights, which may be either an annual or a special meeting. Written or printed notice setting forth the proposed plan of distribution or a summary thereof shall be given to each member entitled to vote at such meeting, within the time and in the manner provided in this chapter for the giving of notice of meetings of members. Such plan of distribution shall be adopted upon receiving at least two-thirds of the votes which members present at such meeting or represented by proxy are entitled to cast.

     (2) Where there are no members, or no members having voting rights, a plan of distribution shall be adopted at a meeting of the board of directors upon receiving a vote of a majority of the directors in office.

     If the plan of distribution includes assets received and held by the corporation subject to limitations described in subsection (3) of RCW 24.03.225, notice of the adoption of the proposed plan shall be submitted to the attorney general by registered or certified mail directed to him at his office in Olympia, at least twenty days prior to the meeting at which the proposed plan is to be adopted. No plan for the distribution of such assets may be adopted without the approval of the attorney general, or the approval of a court of competent jurisdiction in a proceeding to which the attorney general is made a party. In the event that an objection is not filed within twenty days after the date of mailing, his approval shall be deemed to have been given.

[1969 ex.s. c 115 § 3; 1967 c 235 § 47.]

     (1) Where there are members having voting rights, the board of directors shall adopt a resolution recommending that the voluntary dissolution proceedings be revoked, and directing that the question of such revocation be submitted to a vote at a meeting of members having voting rights, which may be either an annual or a special meeting. Written or printed notice stating that the purpose, or one of the purposes, of such meeting is to consider the advisability of revoking the voluntary dissolution proceedings, shall be given to each member entitled to vote at such meeting, within the time and in the manner provided in this chapter for the giving of notice of meetings of members. A resolution to revoke the voluntary dissolution proceedings shall be adopted upon receiving at least two-thirds of the votes which members present at such meeting or represented by proxy are entitled to cast.

     (2) Where there are no members, or no members having voting rights, a resolution to revoke the voluntary dissolution proceedings shall be adopted at a meeting of the board of directors upon receiving the vote of a majority of the directors in office.

     Upon the adoption of such resolution by the members, or by the board of directors where there are no members or no members having voting rights, the corporation may thereupon again conduct its affairs.

[1967 c 235 § 48.]

NOTES:

     Notice of members' meetings: RCW 24.03.080.

     (1) The name of the corporation.

     (2) Where there are members having voting rights, (a) a statement setting forth the date of the meeting of members at which the resolution to dissolve was adopted, that a quorum was present at such meeting, and that such resolution received at least two-thirds of the votes which members present at such meeting or represented by proxy were entitled to cast, or (b) a statement that such resolution was adopted by a consent in writing signed by all members entitled to vote with respect thereto.

     (3) Where there are no members, or no members having voting rights, a statement of such fact, the date of the meeting of the board of directors at which the resolution to dissolve was adopted and a statement of the fact that such resolution received the vote of a majority of the directors in office.

     (4) That all debts, obligations, and liabilities of the corporation have been paid and discharged or that adequate provision has been made therefor.

     (5) A copy of a revenue clearance certificate issued pursuant to chapter 82.32 RCW.

     (6) That all the remaining property and assets of the corporation have been transferred, conveyed or distributed in accordance with the provisions of this chapter.

     (7) That there are no suits pending against the corporation in any court, or that adequate provision has been made for the satisfaction of any judgment, order or decree which may be entered against it in any pending suit.

[1993 c 356 § 4; 1982 c 35 § 93; 1967 c 235 § 49.]

NOTES:

     Effective date -- 1993 c 356: See note following RCW 24.03.046.

     Intent -- Severability -- Effective dates -- Application -- 1982 c 35: See notes following RCW 43.07.160.

     (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.

[2002 c 74 § 11; 1982 c 35 § 94; 1967 c 235 § 50.]

NOTES:

     Captions not law -- 2002 c 74: See note following RCW 19.09.020.

     Intent -- Severability -- Effective dates -- Application -- 1982 c 35: See notes following RCW 43.07.160.

     (1) The corporation procured its articles of incorporation through fraud; or

     (2) The corporation has continued to exceed or abuse the authority conferred upon it by law.

[1969 ex.s. c 163 § 2; 1967 c 235 § 51.]

NOTES:

     Filing annual or biennial report: RCW 24.03.400.

[1982 c 35 § 95; 1969 ex.s. c 163 § 3; 1967 c 235 § 52.]

NOTES:

     Intent -- Severability -- Effective dates -- Application -- 1982 c 35: See notes following RCW 43.07.160.

[1967 c 235 § 53.]

     (1) In an action by a member, director, or the attorney general when it is made to appear:

     (a) That 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 either that the members are unable to break the deadlock or there are no members having voting rights; or

     (b) That the acts of the directors or those in control of the corporation are illegal, oppressive or fraudulent; or

     (c) That the corporate assets are being misapplied or wasted; or

     (d) That the corporation is unable to carry out its purposes.

     (2) In an action by a creditor:

     (a) When 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) When 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) Upon application by a corporation to have its dissolution continued under the supervision of the court.

     (4) When an action has been filed by the attorney general to dissolve a corporation under the provisions of this chapter 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 or members parties to any such action or proceedings unless relief is sought against them personally.

[1986 c 240 § 39; 1967 c 235 § 54.]

     After a hearing had upon such notice as the court may direct to be given to all parties to the proceedings and to any other parties in interest designated by the court, the court may appoint a liquidating receiver or receivers with authority to collect the assets of the corporation. Such liquidating receiver or receivers shall have authority, subject to the order of the court, to sell, convey and dispose of all or any part of the assets of the corporation wherever situated, either at public or private sale. The order appointing such liquidating receiver or receivers shall state their powers and duties. Such powers and duties may be increased or diminished at any time during the proceedings.

     The assets of the corporation or the proceeds resulting from the sale, conveyance, or other disposition thereof shall be applied and distributed as follows:

     (1) 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;

     (2) 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;

     (3) 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;

     (4) 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;

     (5) 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.

     The court shall have power to allow, from time to time, as expenses of the liquidation compensation to the receiver or receivers and to attorneys in the proceeding, and to direct the payment thereof out of the assets of the corporation or the proceeds of any sale or disposition of such assets.

     A receiver of a corporation appointed under the provisions of this section shall have authority to sue and defend in all courts in his own name as receiver of such corporation. The court appointing such receiver shall have exclusive jurisdiction of the corporation and its property, wherever situated.

[1967 c 235 § 55.]

[1967 c 235 § 56.]

[1967 c 235 § 57.]

[1967 c 235 § 58.]

[1967 c 235 § 59.]

[1986 c 240 § 40; 1967 c 235 § 60.]

[1986 c 240 § 41; 1982 c 35 § 96; 1967 c 235 § 61.]

NOTES:

     Intent -- Severability -- Effective dates -- Application -- 1982 c 35: See notes following RCW 43.07.160.

     (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 first class 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 sixty-day 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.

     A corporation which has been 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. When a corporation has been dissolved by operation of this section, 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.

[1994 c 287 § 8; 1993 c 356 § 5; 1987 c 117 § 3; 1986 c 240 § 42; 1982 c 35 § 97; 1971 ex.s. c 128 § 1; 1969 ex.s. c 163 § 9.]

NOTES:

     Effective date -- 1993 c 356: See note following RCW 24.03.046.

     Intent -- Severability -- Effective dates -- Application -- 1982 c 35: See notes following RCW 43.07.160.

[1997 c 12 § 2.]

[1987 c 117 § 6.]

     Without excluding other activities which may 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 degree-granting institution in compliance with chapter 28B.90 RCW and in accordance with RCW 24.03.307.

[1993 c 181 § 12; 1986 c 240 § 43; 1967 c 235 § 62.]

     (1) Owns and controls an incorporated branch campus in this state;

     (2) 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

     (3) 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 degree-granting institution.

[1993 c 181 § 6.]

[1967 c 235 § 63.]

[1982 c 35 § 98; 1967 c 235 § 64.]

NOTES:

     Intent -- Severability -- Effective dates -- Application -- 1982 c 35: See notes following RCW 43.07.160.

     Registration of corporate name: RCW 24.03.047.

     Reservation of exclusive right to use a corporate name: RCW 24.03.046.

[1986 c 240 § 44; 1967 c 235 § 65.]

     (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 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.

[2002 c 74 § 12; 1986 c 240 § 45; 1967 c 235 § 66.]

NOTES:

     Captions not law -- 2002 c 74: See note following RCW 19.09.020.

     If the secretary of state finds that such application conforms to law, the secretary of state shall, when all fees have been paid as in this chapter prescribed:

     (1) Endorse on each of such documents the word "Filed," and the date of the filing.

     (2) File the application and the copy of the articles of incorporation and amendments thereto.

     (3) Issue a certificate of authority to conduct affairs in this state.

     An exact or conformed copy of the application bearing the filing endorsement affixed thereto by the secretary of state, shall be returned to the corporation or its representative.

[2002 c 74 § 13; 1986 c 240 § 46; 1982 c 35 § 99; 1969 ex.s. c 163 § 4; 1967 c 235 § 67.]

NOTES:

     Captions not law -- 2002 c 74: See note following RCW 19.09.020.

     Intent -- Severability -- Effective dates -- Application -- 1982 c 35: See notes following RCW 43.07.160.

[1998 c 23 § 12.]

[1998 c 23 § 13.]

[1982 c 35 § 100; 1967 c 235 § 68.]

NOTES:

     Intent -- Severability -- Effective dates -- Application -- 1982 c 35: See notes following RCW 43.07.160.

     (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. 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 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.

[1982 c 35 § 101; 1967 c 235 § 69.]

NOTES:

     Intent -- Severability -- Effective dates -- Application -- 1982 c 35: See notes following RCW 43.07.160.

     (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 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, 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 written notice thereof, executed in duplicate, with the secretary of state who shall forthwith mail 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.

     If a registered agent changes his 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 signed 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 mailed to the corporation.

[1993 c 356 § 6; 1986 c 240 § 47; 1982 c 35 § 102; 1967 c 235 § 70.]

NOTES:

     Effective date -- 1993 c 356: See note following RCW 24.03.046.

     Intent -- Severability -- Effective dates -- Application -- 1982 c 35: See notes following RCW 43.07.160.

     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 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.

[1986 c 240 § 48; 1982 c 35 § 103; 1967 c 235 § 71.]

NOTES:

     Intent -- Severability -- Effective dates -- Application -- 1982 c 35: See notes following RCW 43.07.160.

[1986 c 240 § 49; 1967 c 235 § 73.]

NOTES:

     Purposes: RCW 24.03.015.

     The requirements in respect to the form and contents of such application, the manner of its execution, the filing of duplicate originals thereof 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.

[1967 c 235 § 74.]

     (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.

[1993 c 356 § 7; 1982 c 35 § 104; 1967 c 235 § 75.]

NOTES:

     Effective date -- 1993 c 356: See note following RCW 24.03.046.

     Intent -- Severability -- Effective dates -- Application -- 1982 c 35: See notes following RCW 43.07.160.

     (1) Endorse on the application the word "Filed," and the effective date of the filing.

     (2) File the application for withdrawal.

     An exact or conformed copy of the application for withdrawal bearing the filing endorsement affixed thereto by the secretary of state, shall be returned to the corporation or its representative. Upon the filing of such application of withdrawal, the authority of the corporation to conduct affairs in this state shall cease.

[2002 c 74 § 14; 1982 c 35 § 105; 1967 c 235 § 76.]

NOTES:

     Captions not law -- 2002 c 74: See note following RCW 19.09.020.

     Intent -- Severability -- Effective dates -- Application -- 1982 c 35: See notes following RCW 43.07.160.

     Fees: RCW 24.03.405.

     (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 document 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 first class 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 sixty-day 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.

[1986 c 240 § 50; 1982 c 35 § 106; 1967 c 235 § 77.]

NOTES:

     Intent -- Severability -- Effective dates -- Application -- 1982 c 35: See notes following RCW 43.07.160.

     (1) Issue a certificate of revocation in duplicate.

     (2) File one of such certificates in the secretary of state's office.

     (3) Mail the other duplicate certificate to such corporation at its registered office in this state or, if there is no registered office in this state, to the corporation at the last known address of any officer or director of the corporation, as shown by the records of the secretary of state.

     Upon the filing of such certificate of revocation, the authority of the corporation to conduct affairs in this state shall cease.

[1986 c 240 § 51; 1982 c 35 § 107; 1967 c 235 § 78.]

NOTES:

     Intent -- Severability -- Effective dates -- Application -- 1982 c 35: See notes following RCW 43.07.160.

     (2) The application shall:

     (a) State the name of the corporation and, if applicable, the name the corporation had elected to use in this state at the time of revocation, and the effective date of its revocation;

     (b) Provide an explanation to show that the grounds for revocation either did not exist or have been eliminated;

     (c) State the name of the corporation at the time of reinstatement and, if applicable, the name the corporation elects to use in this state at the time of reinstatement which may be reserved under RCW 24.03.046;

     (d) Appoint a registered agent and state the registered office address under RCW 24.03.340; and

     (e) Be accompanied by payment of applicable fees and penalties.

     (3) If the secretary of state determines that the application conforms to law, and that all applicable fees have been paid, the secretary of state shall cancel the certificate of revocation, prepare and file a certificate of reinstatement, and mail a copy of the certificate of reinstatement to the corporation.

     (4) Reinstatement under this section relates back to and takes effect as of the date of revocation. The corporate authority shall be deemed to have continued without interruption from that date.

     (5) In the event the application for reinstatement states a corporate name which the secretary of state finds to be contrary to the requirements of RCW 24.03.046, the application, amended application, or supplemental application shall be amended to adopt another corporate name which is in compliance with RCW 24.03.046. In the event the reinstatement application so adopts a new corporate name for use in Washington, the application for authority shall be deemed to have been amended to change the corporation's name to the name so adopted for use in Washington, effective as of the effective date of the certificate of reinstatement.

[1993 c 356 § 8; 1987 c 117 § 1; 1986 c 240 § 57.]

NOTES:

     Effective date -- 1993 c 356: See note following RCW 24.03.046.

     (2) An application processing fee as provided in RCW 24.03.405 shall be charged for each amendment or supplement to an application for reinstatement.

     (3) The corporation seeking reinstatement shall file a current annual report and pay the full amount of all annual corporation fees which would have been assessed for the years of the period of administrative revocation, had the corporation been in active status, including the reinstatement year, plus any penalties as established by rule by the secretary.

[1994 c 287 § 9; 1993 c 356 § 9; 1991 c 223 § 3; 1987 c 117 § 2; 1986 c 240 § 58.]

NOTES:

     Effective date -- 1993 c 356: See note following RCW 24.03.046.

     Effective date -- 1991 c 223: See note following RCW 24.03.405.

     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.

[1986 c 240 § 52; 1967 c 235 § 79.]

     (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.

[1993 c 356 § 10; 1989 c 291 § 2; 1987 c 117 § 4; 1986 c 240 § 53; 1982 c 35 § 108; 1967 c 235 § 80.]

NOTES:

     Effective date -- 1993 c 356: See note following RCW 24.03.046.

     Finding -- Severability -- 1989 c 291: See notes following RCW 24.03.490.

     Intent -- Severability -- Effective dates -- Application -- 1982 c 35: See notes following RCW 43.07.160.

     Such report of a domestic or foreign corporation shall be delivered to the secretary of state between the first day of January and the first day of March of each year, or on an annual or biennial 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.

     If the secretary of state finds that such report substantially conforms to the requirements of this chapter, the secretary of state shall file the same.

[1993 c 356 § 11; 1986 c 240 § 54; 1982 c 35 § 109; 1973 c 90 § 1; 1967 c 235 § 81.]

NOTES:

     Effective date -- 1993 c 356: See note following RCW 24.03.046.

     Intent -- Severability -- Effective dates -- Application -- 1982 c 35: See notes following RCW 43.07.160.

     (a) Filing articles of incorporation, thirty dollars.

     (b) Filing an annual report of a domestic or foreign corporation, ten dollars.

     (c) Filing an application of a foreign corporation for a certificate of authority to conduct affairs in this state, thirty dollars.

     (2) The secretary of state shall establish by rule, fees for the following:

     (a) An application for reinstatement under RCW 24.03.386.

     (b) Filing articles of amendment or restatement or an amendment or supplement to an application for reinstatement.

     (c) Filing articles of merger or consolidation.

     (d) Filing a statement of change of address of registered office or change of registered agent, or revocation, resignation, or any combination of these. A separate fee for filing such statement shall not be charged if the statement appears in an amendment to articles of incorporation or in conjunction with the filing of the annual report.

     (e) Filing articles of dissolution, no fee.

     (f) Filing an application of a foreign corporation for an amended certificate of authority to conduct affairs in this state.

     (g) Filing an application for withdrawal of a foreign corporation and issuing a certificate of withdrawal, no fee.

     (h) Filing a certificate by a foreign corporation of the appointment of a registered agent. A separate fee for filing such certificate shall not be charged if the statement appears in conjunction with the filing of the annual report.

     (i) Filing a certificate of election adopting the provisions of chapter 24.03 RCW.

     (j) Filing an application to reserve a corporate name.

     (k) Filing a notice of transfer of a reserved corporate name.

     (l) Filing a name registration.

     (m) Filing any other statement or report authorized for filing under this chapter.

     (3) 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 biannual [biennial] cost study performed by the secretary.

[1993 c 269 § 5; 1991 c 223 § 1; 1987 c 117 § 5; 1986 c 240 § 55; 1982 c 35 § 110; 1981 c 230 § 5; 1969 ex.s. c 163 § 5; 1967 c 235 § 82.]

NOTES:

     Effective date -- 1993 c 269: See note following RCW 23.86.070.

     Effective date -- 1991 c 223: "This act is necessary for the immediate preservation of the public peace, health, or safety, or support of the state government and its existing public institutions, and shall take effect on July 1, 1991." [1991 c 223 § 4.]

     Intent -- Severability -- Effective dates -- Application -- 1982 c 35: See notes following RCW 43.07.160.

     (1) For furnishing a certified copy of any charter document or any other document, instrument, or paper relating to a corporation.

     (2) For furnishing a certificate, under seal, attesting to the status of a corporation or any other certificate.

     (3) For furnishing copies of any document, instrument or paper relating to a corporation.

     (4) At the time of any service of process on him or her as registered agent of a corporation an amount that may be recovered as taxable costs by the party to the suit or action causing such service to be made if such party prevails in the suit or action.

[1993 c 269 § 6; 1982 c 35 § 111; 1979 ex.s. c 133 § 2; 1969 ex.s. c 163 § 6; 1967 c 235 § 83.]

NOTES:

     Effective date -- 1993 c 269: See note following RCW 23.86.070.

     Intent -- Severability -- Effective dates -- Application -- 1982 c 35: See notes following RCW 43.07.160.

     Deposit of certain fees recovered under this section in secretary of state's revolving fund: RCW 43.07.130.

[1967 c 235 § 84.]

NOTES:

     State officers -- Daily remittance of moneys to treasury: RCW 43.01.050.

See RCW 43.07.120.

[1969 ex.s. c 163 § 7; 1967 c 235 § 85.]

NOTES:

     Filing of annual or biennial report of domestic and foreign corporations: RCW 24.03.400.

[1967 c 235 § 86.]

[1982 c 35 § 112; 1967 c 235 § 87.]

NOTES:

     Intent -- Severability -- Effective dates -- Application -- 1982 c 35: See notes following RCW 43.07.160.

[1982 c 35 § 113; 1967 c 235 § 88.]

NOTES:

     Intent -- Severability -- Effective dates -- Application -- 1982 c 35: See notes following RCW 43.07.160.

[1982 c 35 § 114; 1967 c 235 § 89.]

NOTES:

     Intent -- Severability -- Effective dates -- Application -- 1982 c 35: See notes following RCW 43.07.160.

     Power and authority of secretary of state: RCW 23B.01.210 and 23B.01.300.

[1986 c 240 § 56; 1982 c 35 § 115; 1967 c 235 § 90.]

NOTES:

     Intent -- Severability -- Effective dates -- Application -- 1982 c 35: See notes following RCW 43.07.160.

[1982 c 35 § 116; 1967 c 235 § 91.]

NOTES:

     Intent -- Severability -- Effective dates -- Application -- 1982 c 35: See notes following RCW 43.07.160.

[1967 c 235 § 92.]

[1967 c 235 § 93.]

     Such consent shall have the same force and effect as a unanimous vote, and may be stated as such in any articles or document filed with the secretary of state under this chapter.

[1967 c 235 § 94.]

[1967 c 235 § 95.]

[1989 c 166 § 1.]

     (1) The corporation complies with the provisions of this chapter; and

     (2) The corporation holds a current tax exempt status as provided under 26 U.S.C. Sec. 501(c)(3) or is not required to apply for its tax exempt status under 26 U.S.C. Sec. 501(c)(3).

[1989 c 291 § 4.]

NOTES:

     Finding -- 1989 c 291: "The legislature finds that it is in the public interest to increase the level of accountability to the public of nonprofit corporations through improved reporting, increased consistency between state and federal statutes, and a clear definition of those nonprofit corporations that may hold themselves out as operating to benefit the public." [1989 c 291 § 1.]

     Severability -- 1989 c 291: "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." [1989 c 291 § 12.]

[1989 c 291 § 5.]

NOTES:

     Finding -- Severability -- 1989 c 291: See notes following RCW 24.03.490.

[1989 c 291 § 6.]

NOTES:

     Finding -- Severability -- 1989 c 291: See notes following RCW 24.03.490.

[1989 c 291 § 7.]

NOTES:

     Finding -- Severability -- 1989 c 291: See notes following RCW 24.03.490.

[1989 c 291 § 8.]

NOTES:

     Finding -- Severability -- 1989 c 291: See notes following RCW 24.03.490.

[1989 c 291 § 9.]

NOTES:

     Finding -- Severability -- 1989 c 291: See notes following RCW 24.03.490.

[1967 c 235 § 1.]

[1967 c 235 § 96.]

[1967 c 235 § 97.]

     (2) If the notification provided under subsection (1) of this section, from the secretary of state to any corporation was or has been returned unclaimed or undeliverable, the secretary of state shall proceed to dissolve the corporation by striking the name of such corporation from the records of active corporations.

     (3) Corporations dissolved under subsection (2) of this section may be reinstated at any time within three years of the dissolution action by the secretary of state. The corporation shall be reinstated by filing a request for reinstatement, by appointment of a registered agent and designation of a registered office as required by this chapter, and by filing an annual report for the reinstatement year. No fees may be charged for reinstatements under this section. 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 seeking reinstatement shall be required to adopt another name consistent with the requirements of this chapter and to amend its articles of incorporation accordingly.

[1982 c 35 § 117; 1969 ex.s. c 163 § 8; 1967 c 235 § 98.]

NOTES:

     Intent -- Severability -- Effective dates -- Application -- 1982 c 35: See notes following RCW 43.07.160.

     Effective date -- 1969 ex.s. c 163: August 11, 1969, see preface to 1969 session laws.

     Effective date -- 1967 c 235: See RCW 24.03.925.

     (1) Chapter 110, Laws of 1961;

     (2) Section 6, chapter 12, Laws of 1959;

     (3) Section 3, chapter 263, Laws of 1959;

     (4) Chapter 32, Laws of 1955;

     (5) Chapter 121, Laws of 1953;

     (6) Chapter 249, Laws of 1947;

     (7) Chapter 122, Laws of 1943;

     (8) Chapter 89, Laws of 1933;

     (9) Section 2, chapter 63, Laws of 1925 extraordinary session;

     (10) Chapter 8, Laws of 1923;

     (11) Chapter 75, Laws of 1907;

     (12) Chapter 134, Laws of 1907;

     (13) Chapter 125, Laws of 1905;

     (14) Page 24, chapter XIX (19), Laws of 1895;

     (15) Page 348, chapter CXXXV (135), Laws of 1895;

     (16) Chapter CLVIII (158), Laws of 1895;

     (17) Section 1, page 86, Laws of 1886;

     (18) Sections 2450 through 2454, Code of 1881;

     (19) Pages 409 through 411, Laws of 1873;

     (20) Pages 341 and 342, Laws of 1869;

     (21) Pages 67 and 68, Laws of 1866; and

     (22) RCW sections 24.01.010, 24.04.010 through 24.04.170, 24.08.010 through 24.08.900, and 24.16.010 through 24.16.140.

[1967 c 235 § 100.]

[1967 c 235 § 99.]