Title 23~

WASHINGTON BUSINESS CORPORATION ACT

Chapters

13A.04 Definitions.

23A.08 Substantive provisions.

13A.12 Formation of corporations.

13A.16 Amendment.

13A.20 Merger and consolidation.

23A.24 Sale of assets.

13A.28 Dissolution.

13A.32 Foreign corporations.

13A.36 Nonadmitted organizations.

23A.40 Fees and charges.

23A.44 Miscellaneous provisions.

13A.50 Certain regulation of significant business

tnnsactions.

23A.98 Construction.

Rfti!er's DOte: The phrase 'this act' and similar phrases appearing

in I96S c S3 have been translated to read 'this title'. All sections of

1965 e S3 are codified herein with the exception of section I which is a

codification directive and section 168 which is an amendment to RCW

4.12.025.

Adcnow/edgment form. corporations: RCW 64.08.070.

.Acquisition of corporate stock by another corporation 10 lessen competilion declared unlawful--Exceptions--Judicial order to divest:

RCW 19.86.060.

Actions by and against public corporations: RCW 4.08.110. 4.08. 120.

'Coasti,utional provisions. generally: State Constitution Art. 12.

'ions for educational. social. religious. fraternal. etc.. purposes:

Title 24 RCW.

relating to corporations: Chapter 9.24 RCW.

'MI procedure: RCW 10.01.070 through JO.OI. 100.

• practice or solicitation prohibited: RCW 18.32.675.

business without license. gross misdemeanor: RCW 9.24.040.

t domain by corporations: Cneptcr 8.20 RCW.

''',ements, penalty (or filing: RCW 43.07.210.

. I loan companies: Chapter 31.04 RCW.

advertising of. penalty: RCW 30.04.260.

" lpecifically authorized to printed and distributed by secoI,,.te: RCW 43.07.140. ..

'. : Title 25 RCW.

',defined: RCW 1./6.080.

rervice corporations: Chspter 18.I()() RCW.

':!bnd of secretary of state. deposit of moneys for costs ot

OUt secretary o( state's functions under this title: RCW .'0(: RCW 64.04.lOS.

'late. duties: Chapter 43.07 RCW.

Chapter 23A.04

DEFINITIONS

23A.04.010 Definitions. (Effective until July I,

1990.) As used in this title. unless the context otherwise

requires. the term:

(I) "Corporation" or "domestic corporation" means a

corporation for profit subject to the provisions of this title. except a foreign corporation.

(2) "Foreign corporation" means a corporation for

profit organized under laws other than the laws of this

state for a purpose or purposes for which a corporation

may be organized under this title.

(3) "Articles of incorporation" means the original or

restated articles of incorporation or articles of consolidation and' all amendments thereto including articles of

merger.

(4) "Shares" means the units into which the proprietary interests in a corporation are divided.

(5) "Subscriber" means one who subscribes for one or

more shares in a corporation. whether before o~ after

incorporation.

(6) "Shareholder" means one who is a holder of

record of one or more shares in a corporation. If the articles of incorporation or the bylaws so provide. the

board of directors may adopt by resolution a procedure

whereby a sharehokier of the corporation may certify in

writing to the corpcration that all or a portion of the

shares registered in the name of such shareholder are

held for the account of a specified person or persons.

The resolution shall set forth:

(a) The classification of shareholder who may certify;

(b) The purpose or purposes for which the certification may be made;

(c) The form of certification and information to be

contained therein;

(d) If the certification is with respect to a record date

or closing of the stock transfer books within which the

certification must be received by the corporation; and

(e) Such other provisions with respect to the procedure as are deemed necessary or desirable.

Upon receipt by the corporation of a certification

complying with the procedure. the persons specified in

the certification shall be deemed. for the purpose or

purposes set forth in the certification. to be the holders

of record of the number of shares specified in place of

the shareholder making the certification.

(7) "Authorized shares" means the shares of all

classes which the corporation is authorized to issue.

(8) "Duplicate originals" means two copies. original

or otherwise. each with original signatures. or one original with original signatures and one copy thereof.

(~). "Conforms to law" as used in this title in connection with duties of the secretary of state in reviewing

documents for filing under this title means the secretary

rritle 23A RCW-p I)
23A.04.010 Title 13A RCW: Washington Business COrporation Act

Sections

23A.08.010

23A.08.020

23A.08.025

23A.OS.026

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Applicability to guaranty stock associations: RCW 33.48.025.

o

o.

Registered name.

Renewal of registered name.

Registered office and registered agent.

Change of registered office or registered agent.

Service of process on corporation.

Authorized shares.

Issuance of shares of preferred or special classes in

series.

Creation and issuance of rights or options to purchase

shares from the corporation.

Subscription for shares.

Issuance of shares.

Determination of price--Payment for shares.

Expenses of organization. reorganization and financing.

Shares--Representation by certificates permitted--

Contents of certificates.

Issuance of classes or series of shares without ceruficates--Wriuen statement.

Issuance of fractions of a share or scrip.

Liability of subscribers and transferees.

Shareholders' preemptive rights.

Bylaws.

Bylaws and other powers in emergency.

Meetings of shareholders.

Shareholder presence-Conference calls.

Notice of shareholders' meetings.

Action by shareholders without a meeting.

Closing of transfer books and fixing record date.

Record of shareholders entitled to vote.

Quorum of shareholders.

Voting of shares.

Missing shareholders--Representation of at meetings--Voting.

Stock transfer by married person.

Shares issued or transferred in joint tenancy form--

Presumption--Transfers pursuant to direction of

survivor.

Community property agreements--Transfers of

shares pursuant to direction of surviving spouse.

Voting trust--Agreements.

Board of directors.

Duties of directors.

When action may be taken without meetings of directors or a committee.

Number and election of directors.

Classification of directors.

Vacancies.

Removal of directors.

Quorum of directors.

Dissent by directors.

Executive and other committees.

Place and notice of directors' or designated committee

meetings--Presence.

Distributions to shareholders.

Transactions involving interested shareholders.

Transactions involving directors and officers.

Loans to directors--Guarantees of obligations of

directors.

Liability of directors in certain cases.

Provisions relating to actions by shareholders.

Officers.

Removal of officers.

Books. records and minutes.

13A.08.010 Purposes. (Effective until July I, 1990.)

Corporations may be organized under this title for any

lawful purpose or purposes, except for the purpose of

banking or engaging in business as an insurer. (1979 c

16 § 2; 1965 c 53 § 4.]

23A.08.420

23A.08.425

23A.OS.435

23A.08.445

23A.08.450

23A.08.460

23A.08.470

23A.08.490

23A.08.500

23A.08.310

23A.08.320

23A.08.200

23A.08.205

23A.08.220

23A.08.230

23A.08.240

23A.08.250

23A.08.255

23A.08.260

23A.08.265

23A.08.270

23A.08.280

23A.08.290

23A.08.300

23A.08.305

23A.OS.070

23A.08.080

23A.08.090

23A.08.IOO

23A.08.IIO

23A.08.120

23A.08.130

23A.08.135

23A.08.195

23A.08.350

23A.08.360

23A.08.370

23A.08.380

23A.08.390

23A.08.395

23A.08.400

23A.08.410

23A.08.140

BA.08.150

23A.08.155

23A.08.180

23A.08.190

23A.08.325

23A.08.330

23A.08.340

23A.08.343

23A.08.345

23A.08.020 General powers. (Effective until July I,

_!990.) Each corporation shall have power:

Chapter 13A.08

SUBSTANTIVE PROVISIONS

fTide 1JA RCW-p 2)

SnenlriUty--1986 c 117: '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.' [1986 c 117 § 27.J

lateat--se.erabllity--Effecti.e dates-ApplicatioD--1982

e 35: Sec notes following RCW 43.07.160.

of state has determined the document complies as to

form with the applicable requirements of this title.

(10) •Effective date' means, in connection with a 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 title 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 date of receipt which might otherwise be applied as the effective date.

(11) •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 submitting the document with the secretary of state.

(12) • 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.

(13) •Distribution" means a direct or indirect transfer

of money or other property (except its own shares) or

incurrence of indebtedness by a corporation to or for the

benefit of its shareholders in respect of any of its shares.

A distribution may be in the form of a dividend; a purchase, redemption, or other acquisition of shares; or

otherwise.

(14) "Public company' means a corporation that has

a class of shares registered with the federal securities

and exchange commission pursuant to section 12 of the

securities exchange act of 1934. or section 8 of the investment company act of 1940, or any successor statute.

and that has more than three hundred holders of record

of its shares. [1987 c 212 § 710; 1986 c 117 § I; 1984 c

75 § 1; 1982c 35 § 4; 1979c 16 § I; 1965 c 53 § 3.]

Purposes.

General powers.

Indemnification of directors and officers.

Indemnification of agents authorized--Application of

RCW 23A.08.025.

23A.OS.030 Power of corporation to acquire its own shares.

1 23A.08.040 Defense of ultra vires.

i

' 23!-.08.050 Corporate name.

23A.OS:060- Reserved-name-.- -- . _
Substanti,e Prorisioos

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(I) 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. 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 and use its credit to assist its

employees.

(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.

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 make guarantees respecting the contracts, securities. or obligations of any person (including. but not

limited to. any shareholder. any affiliated or unaffiliated

individual. domestic or foreign 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.

(10) 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.

(11) To conduct its business, carryon its operations,

and have offices and exercise the powers granted by this

title, within or without this state.

(12) To elect or appoint officers and agents of the

corporation. and define their duties and fix their

compensation.

(13) 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.

(14) 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.

(1989 Ed.)

23A.08.02S

(15) To transact any lawful business which the board

of directors finds will be in aid of governmental policy.

(16) To pay pensions and establish pension plans,

pension trusts. profit-sharing plans. stock bonus plans,

stock option plans and other incentive 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 cease its corporate activities and surrender its

corporate franchise.

(19) To have and exercise all powers necessary or

convenient to effect its purposes. [1984 c 75 § 2; 1979 c

16 § 3; 1969 ex.s. c 58 § 1; 1965 c 53 § 5.]

23A.08.02S Indemnification of directors and officers.

(Effecti,e until July I, 1990.) (I) As used in this section:

(a) "Director" means any person who is or was a director of the corporation and any person who. while a

director of the corporation. is or was serving at the request of the corporation as a director. officer, partner,

trustee. employee, or agent of another foreign or domestic corporation. partnership, joint venture, trust. other

enterprise. or employee benefit plan. .

(b) "Corporation" includes any domestic or foreign

predecessor entity of the corporation in a merger, consolidation. or other transaction in which the predecessor's existence ceased upon consummation ofosuch '.

transaction.

(c) "Expenses" includes attorneys' fees. (:,

(d) "Official capacity' means: (i) When used with'respect to a director. the office of director in the corporation, and (ii) when used with respect to a person-other,

than a director as contemplated in subsection (10) of

this section. the elective or appointive office in the, cor- ,

poration held by the officer or the employment or

agency relationship undertaken by the employee or agent

in behalf of the corporation, but in each case does not

include service for any other foreign or domestic corporation or any partnership, joint venture. trust. other enterprise, or employee benefit plan.

(e) 'Party" includes a person who was. is. or is

threatened to be, made a named defendant or respondent

in a proceeding.

(f) "Proceeding" means any threatened, pending. or

completed action. suit. or proceeding whether civil,

criminal, administrative. or investigative.

(2) A corporation shall have power to indemnify any

person made a party to any proceeding (other than a

proceeding referred to in subsection (3) of this section)

by reason of the fact that he is or was a director against

judgments. penalties. fines. settlements and reasonable

expenses actually incurred by him in connection with

such proceeding if:

(a) He conducted himself in good' faith. and: (i) In the

case of conduct in his own official capacity with the

corporation, he reasonably believed his conduct to be in

the corporation's best interests. or (ii) in all other cases.

he reasonably believed his conduct to be at le~si not opposed to the corporation's best interests; and

mtle 1JA RCW-p 3)
23A.08.02S Title 23A RCW: Washington Business Corporation Act

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(1989 Ed.)

(6) No indemnification under subsection (2) or (3) of

this section shall be made by the corporation unless

authorized in the specific case after a determination that

;iiiiindemnification of the director is permissible in the circumstances because he has met the standard of conduct

set forth in the applicable subsection. Such determina-'

tion shall be made:

(a) By the board of directors by a majority vote of a

quorum consisting of directors not at the time parties to

such proceeding; or

(b) If such a quorum cannot be obtained. then by a

majority vote of a committee of the board. duly designated to act in the matter by a majority vote of the full

board (in which designation directors who are parties

may participate). consisting solely of two or more directors not at the time parties to such proceeding; or

(c) In a written opinion by legal counsel other than an

attorney. or a firm having associated with it an attorney.

who has been retained by or who has performed services

within the past three years for the corporation or any

party to be indemnified. selected by the board of directors or a committee thereof by vote as set forth in (a) or

(b) of this subsection, or if the requisite quorum of the

full board cannot be obtained therefor and such committee cannot be established, by a majority vote of the

full board (in which selection directors who are parties

may participate); or

\Title 1JA RCW-p 41

(b) In the case of any criminal proceeding. he had no

reasonable cause to believe his conduct was unlawful.

The termination of any proceeding by judgment. order. settlement. conviction. or upon a plea of nolo contendere or its equivalent. shall not. of itself be

determinative that the person did not meet the requisite

standard of conduct set forth in this subsection.

(3) A corporation shall have power to indemnify any

person made a party to any proceeding by or in the right

of the corporation by reason of the fact that he is or was

a director against reasonable expenses actually incurred

by him in connection with such proceeding if he conducted himself in good faith. and:

(a) In the case of conduct in his official capacity with

the corporation. he reasonably believed his conduct to be

in its best interests; or

(b) In all other cases. he reasonably believed his conduct to be at least not opposed to its best interests;

Provided. That no indemnification shall be made pursuant to this subsection in respect of any proceeding in

.which such person shall have been adjudged to be liable

to the corporation.

(4) A director shall not be indemnified under subsection (2) or (3) of this section in respect of any proceeding. whether or not involving action in his official

capacity. in which he shall have been adjudged to be liable on the basis that the director personally received a

benefit in money. property. or services to which the di- (d) By ~he .shareho,lders.., , ,

rector was not legally entitled. Authorization of indemnification and determl~atlon

(5) Unless otherwise limited. by the articles o{ as to reasonableness of ex~ns~s shall ~e mad~ 10 ~he

incorporation: ~ame m~n~er as the deter~tnatlon that ~nde,mmficatl,on

(a) A director ho ha be h II f I th IS permissible. except that If the determination that 10- I w s en w 0 y success u • on e d ifi " . ible i d b h I I its or oth r is ' th d f f di emm icanon IS perrmssi e IS rna e y sue ega coun- men e WI e. 10 e e ense 0 any procee 109 re- I ., f ind ificati d d " ed to i bs t' (2) (3) f hi , h II b se • authorization 0 10 ernm icauon an etermmauon rerr 0 10 su ec Ion or 0 t IS section s a e ' . ,. " as to reasonableness of expenses shall be made 10 a

indemnified against reasonable expenses incurred by him ifi d i () f thi b ti th I . ..h h di d manner speci ie 10 c 0 IS su sec Ion lor e se ec10 connection Wit t e pro.cee ~n~; a,n . . tion of such counsel. Shares held by directors who are

, (b) A co,urt of appropriate J~nsdlctlon. upon appltca- parties to the proceeding shall not be voted on the subtlO~ of a director and ,such notice ,as the ,court, sh~ll re- ject matter under this subsection,

q~lre ~hall ~ave authority to order indemnification 10 the (7) Reasonable expenses incurred by a director who is

fo I~wtng circumstances: , , ,. . party to a proceeding may be paid or reimbursed by the

(I) If the court determines a director IS entitled to re- corporation in advance of the final disposition of such

imbur~ement .unde~ (a), of th.is subsection. the court shall proceeding:

ord~r indemnification, 10 which case the director shall, be (a) Upon receipt by the corporation of a written unentitled to recover the expenses of securing such reirn- dertaking by or on behalf of the director to repay such

bursement; or amount if it shall ultimately be determined that the di-

(ii) If the court ,determi~es tha~ the ,directo~ is fairly rector has not met the standard of conduct necessary for

and reasonabl~ entitled to indemnification in view of all indemnification by the corporation as authorized by this

the relevant circumstances. whether or not he has met section; and

the standards of conduct set forth in subsection (2) or (b) Either:

(3) of ,this section ,or ha~ been adjudged liable under (i) After a determination. made in the manner speci-

~ubsectl.on (~) of this section, the court may order such fied by subsection (6) of this section. that the informaindemnification as the court shall deem proper. except tion then known to those making the determination

that indemnification with respect to any proceeding re- (without undertaking further investigation for purposes

ferred to in subsection (3) of this section and with re- thereof) does not establish that indemnification would

spect to any proceeding in which liability shall have been not be permissible under subsection (2) or (3) of this

adjudged pursuant to subsection (4) of this section shall section: or

be limited to expenses. {(ii) Upon receipt by the corporation of a written af- O·u

A court of appropriate jurisdiction may be the sa~ firrnation by the director of his good faith belief that he

court in which the proceeding involving the director's li- has met the standard of conduct necessary for indemni- .f..1

ability tooKj)lace. ~--~_ficatio.!Lbythe-EQ!~ratiol1 as auth~rized in this section, -, -r---

I

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Substantive Provisions

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•

The undertaking required by (a) of this subsection

shall be an unlimited general obligation of the director

but need not be secured and may be accepted without

reference to financial ability to make the repayment.

Payments under this subsection may be authorized in the

manner specified in subsection (6) of this section.

(8) Any corporation shall have power to make or

agree to any further indemnity. including advance of expenses. to any director that is authorized by the articles

of incorporation. any bylaw adopted or ratified by the

shareholders. or any resolution adopted or ratified. before or after the event. by the shareholders. provided

that no such indemnity shall indemnify any director

from or on account of acts or omissions of such director

finally adjudged to be intentional misconduct or a

knowing violation of law. or from or on account of conduct of such director finally adjudged to be in violation

of RCW 23A.08.450. or from or on account of any

transaction with respect to which it was finally adjudged

that such director personally received a benefit in

money. property. or services to which the director was

not legally entitled. Unless the articles of incorporation.

or any such bylaw or resolution provide otherwise. any

determination as to any further indemnity shall be made

in accordance with subsection (6) of this section, Each

such indemnity may continue as to a person who has

ceased to be a director and may inure to the benefit of

the heirs. executors. and administrators of such a person.

(9) For purposes of this section. the corporation shall

be deemed to have requested a director to serve an employee benefit plan where the performance by him of his

duties to the corporation also imposes duties on. or

otherwise involves services by. him to the plan or participants or beneficiaries of the plan; excise taxes assessed

on a director with respect to an employee benefit plan

pursuant to applicable law shall be deemed "fines"; and

action taken or omitted by him with respect to an employee benefit plan in the performance of his duties for a

purpose reasonably believed by him to be in the interest

of the participants and beneficiaries of the plan shall be

deemed to be for a purpose which is not opposed to the

best interests of the corporation,

(10) Unless otherwise limited by the articles of

incorporation:

(a) An officer of the corporation shall be indemnified

as and to the extent provided in subsection (5) of this

section for a director and shall be entitled to seek indemnification pursuant to subsection (5) of this section

to the same extent as a director;

(b) A corporation shall have the power to provide indemnification including advances of expenses. to an officer. employee. or agent of the corporation to the same

extent that it may indemnify directors pursuant to this

section except that subsection (12) of this section shall

not apply to any person other than a director: and

(c) A corporation. in addition. shall have the power to

indemnify an officer who is not a director. as well as

employees and agents of the corporation who are not directors. to such further extent. consistent with law. as

may be provided by its articles of incorporation. bylaws.

(1989 Ed,)

23A.08.030

general or specific action of its board of directors. or

contract.

(I I) A corporation shall have power to purchase and

maintain insurance on behalf of any person who is. or

was a director. officer. employee. or agent of the corporation or is or was serving at the request of the corporation as an officer. employee or agent of another

corporation. partnership. joint venture. trust. other enterprise. or employee benefit plan against any liability

asserted against him and incurred by him in any such

capacity or arising out of his status as such. whether or

not the corporation would have the power to indemnify

him against such liability under the provisions of this

section.

(12) Any indemnification of a director in accordance

with this section. including any payment or reimbursement of expenses. shall be reported to the shareholders

with the notice of the next shareholders' meeting or prior

thereto in a written report containing a brief description

of the proceedings involving the director being indemnified and the nature and extent of such indemnification.

[1987 c 212 § 702; 1980 c 99 § I; 1979 c 16 § 4; 1969

ex.s. c 58 § 2.)

23A.08.026 Indemnification of agents authorized--Application of RCW 23A.08.02S. (Effective

until July I, 1990.) The provisions of RCW 23A.08.025

shall apply to any corporation. other than a municipal

corporation. incorporated under any of the laws o'f the

state of Washington. [1969 ex.s, c 58 § 3.] :,'

l....

23A.08.030 Power of corporation to acquire its',own

shares. (Effective until July I, 1990.) (I) A corporation

shall have the power to acquire its own shares. AI!,'Or its

own shares acquired by a corporation shall. upon Jtquisition, constitute authorized but unissued shares. unless.

the articles of incorporation provide that they shan not

be reissued. ,',

(2) If the articles of incorporation prohibit the reissue

of shares upon acquisition thereof by the corporation.

the corporation shall. not later than the time it files its

next annual report under this title with the secretary of

state, file a statement of cancellation:

(a) The statement of cancellation shall be executed in

duplicate by the corporation by one of its officers and

shall set forth:

(i) The name of the corporation.

(ii) The number of acquired shares canceled. itemized

by classes and series.

(iii) The number of authorized shares. itemized by

classes and series. after giving effect to such

ca ncellation.

(iv) The amount of the corporation's authorized capital stock after giving effect to such cancellation.

(b) Duplicate originals of such statement shall be

delivered to the secretary of state. If the secretary of

state finds that such statement conforms to law. the secretary of state shall. when all fees have been paid as

prescribed in this title:

(i) Endorse on each of such originals ..the word

"Filed.' and the effective date of the filing thereof.

[Title 13A RCW-p 5)
13A.08.0JO Title 13A RCW: Washington Business Corporation Act

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(ii) File one of such originals in the secretary of

state's office.

(iii) Return the other original to the corporation or its

representative.

(c) Upon the effective date of the filing of the statement of cancellation by the secretary of state, the cor- - ,

poration's articles of incorporation are deemed to have

been amended to reduce the number of shares of the

classes and series so canceled which the corporation is

authorized to issue by the number of shares so canceled.

[1984 c 75 § 3; 1971 ex.s, c 38 § I; 1967 c 190 § 8; 1965

c 53 § 6.J

13A.08.040 Defense of ultra vires. (Effectiye until

July 1. 1990.) No act of a corporation and no conveyance or transfer of real or personal property to or by a

corporation shall be invalid by reason of the fact that the

corporation was without capacity or power to do such

act or to make or receive such conveyance or transfer.

but such lack of capacity or power may be asserted:

(I) In a proceeding by a shareholder against the corporation to enjoin the doing of any act or 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 or made

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 to 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 'oY'

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 shareholders in a representative suit, against the incumbent or former officers or directors of the corporation.

(3) In a proceeding by the attorney general, as provided in this title, to dissolve the corporation, or in a

proceeding by the attorney general to enjoin the corporation from the transaction of unauthorized business.

[1965 c 53 § 7.J

13A.08.050 Corporate name. (Effectiye until July I,

1990.) (1) The corporate name:

(a) Shall contain the word "corporation: "company:

"incorporated," or "limited," or shall contain an abbreviation of one of such words.

(b) 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 or that it is authorized or empowered to conduct the business of banking or insurance.

(c) Shall not be the same as, or deceptively similar to.

the name of any domestic corporation existing underlfr(

---~--rnde1JA-RCW-....p-61

laws of this state or any foreign corporation authorized

to transact business in this state, any domestic or foreign

limited partnership on file with the secretary, or a name

the exclusive right to which is, at the time, reserved in

the manner provided in this title, or the name of a corporation which has in effect a registration of its corporate name as provided in this title, except that this

provision shall not apply if the applicant files with the

secretary of state either of the following: (i) The written

consent of the other corporation, limited partnership, or

holder of a reserved or a registered name to use the

same or deceptively similar name and one or more words

are added or deleted to make the name distinguishable

from the other name as determined by the secretary of

state, or (ii) a certified copy of a final decree of a court

of competent jurisdiction establishing the prior right of

the applicant to the use of the name in this state.

(2) No corporation formed under this chapter shall

include in its corporate name any of the following words

or phrases: "Bank," "banking," "banker," "trust,"

"cooperative," or any combination of the words "industrial" and "loan," or any combination of any two or

more words "building," "savings," "loan," "home," "association," "society," "room," "lounge" or any other

words or phrases prohibited by any statute of this state.

(3) The assumption of a name in violation of this section shall not affect or vitiate the corporate existence,

but the courts of this state, having equity jurisdiction,

may, upon the application of the state, or of any person,

unincorporated association, or corporation interested or

affected, enjoin such corporation from doing business

under a name assumed in violation of this section, although its articles of incorporation may have been approved and a certificate of incorporation issued.

(4) A corporation with which another corporation,

domestic or foreign, is merged, or which is formed by

the reorganization or consolidation of one or more domestic or foreign corporations or upon a sale. lease, or

other disposition to or exchange with a domestic corporation of all or substantially all the assets of another

corporation, domestic or foreign, including its name,

may have the same name as that used in this state by

any of the corporations involved if the other corporation

was engaged under the laws of or is authorized to transact business in this state. [1987 c 55 § 36; 1979 c 16 § 5;

1965 c 53 § 8.J

23A.08.060 Reserved name. (Effective UDtil July 1,

1990.) The exclusive right to the use of a corporate name

may be reserved by: .

( 1) Any person intending to organize a corporation ,.

under this title. .

(2) Any domestic corporation intending to change i~

name.

(3) Any foreign corporation intending to make appli." ..

cation for a certificate of authority to transact busineal.·'·

in this state. ..;.:.

(4) Any foreign corporation authorized to transact' '1.

business in this state and intending to change its name.:l/

(19891lIL)':.

o
Substanti'e Pro'isions

(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 and one renewal for a like period.

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. [1982 c 35 § 5; 1979

c 16 § 6; 1969 ex.s. c 83 § I; 1965 c 53 § 9.]

lateat--5eYerability-Effectiye ates--Appliuti_I982

e 35: See notes following RCW 43.07.160.

23A.08.070 Registered name. (Effective until July

I. 1990.) Any corporation. organized and existing under

the laws of any state or territory of the united States

may register its corporate name under this title. provided

its corporate name is not the same as. or deceptively

similar to. the name of any domestic corporation existing

under the laws of this state. the name of any domestic or

foreign limited partnership on file with the secretary. or

the name of any foreign corporation authorized to

transact business in this state. or any corporate name

reserved or registered under this title.

Such registration shall be made by:

(1) Filing with the secretary of state (a) an application for registration executed by the corporation by an

officer thereof. setting forth the name of the corporation.

the state or territory under the laws of which it is incorporated. the date of its incorporation. a statement that it

is carrying on or doing business. and a brief statement of

the business in which it is engaged. 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 territory or by such other official as may have custody of the records pertaining to corporations. and

(2) Paying to the secretary of state a registration fee

in the amount of twenty dollars.

Such registration shall be effective until the close of

the calendar year in which the application for registration is filed. [1987 c SS § 37; 1986 c I 17 § 2; 1965 c 53

§ 10.]

SeterablUty-1986 c 117: See nore following RCW 23A.04.010.

23A.08.080 Renewal of registered name. (Effective

until July I. 1990.) A corporation which has in effect a

registration of its corporate name. may renew such registration from year to year by annually filing an application for renewal setting forth the facts required to be

set forth in an original application for registration and a

(1989 Ed.)

23A.08.100

certificate of good standing as required for the original

registration and by paying a fee of twenty dollars. A renewal application may be filed between the first day of

October and the thirty-first day of December in each

year. and shall extend the' registration for the following

calendar year. [1986 c 117 § 3; 1965 c 53 § 11.]

SeYerability--l986 e 117: See note following RCW 23A.04.010.

23A.08.090 Registered office and registered agent.

(Effective until July I. 1990., Each corporation shall

have and continuously maintain in this state:

(I) A registered office which may be. but need not be.

the same as its place of business. The registered office

shall be at a specific geographic location in this state.

and be identified by number. if any. and street. or

building address'or rural route. or. if a commonly known

street or rural route address does not exist. by legal description. A registered office may not be identified by

post office box number or other nongeographic address.

For purposes of communicating by mail. the secretary of

state may permit the use of a post office address in conjunction with the registered office address if the corporation also maintains on file the specific geographic

address of the registered office where personal service of

process may be made.

(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, or a foreign corporation authorized to transact

business in this state. having a business office identical

with such registered office. A registered agent shall.not

be appointed without having given prior written ~ljs~nt

to the appointment. The written consent shall be.Jiled

with the secretary of state in such form as the sec~~tary

may prescribe. The written consent shall be filed with or

as a part of the document first appointing a registered

agent. In the event any individual or corporation' has

been appointed agent without consent. that person or

corporation may file a notarized statement attesting to

that fact. and the name shall forthwith be removed from

the records of the secretary of state.

No Washington corporation or foreign corporation

authorized to transact business in Washington 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 § 6; 1965 c 53 § 12.]

Intent--Senrability-Effectiye dat_Applicat~1982

e 35: See notes following RCW 43.07.160.

Involuntary dissolution-Failure to appoint and maintain a regis-

, tered office or registered agent: RCW 23A.28.130.

Registered office and registered agent of foreign corporation: RCW

23A. J2. 080.

23A.08.IOO Change of registered office or registered'

agent. (Effective until July I. 1990.) A corporation may

change its registered office or change its registered agent

or both. upon filing in the office of the secretary of state

in the form prescribed by the secretary of state a statement setting forth: -....-;'

(I) The name of the corporation.

rritle 23A RCW-p 7)

( ..
23A.08.IOO Title 23A RCW: Washington Business Corporation Act I

Seferability--1986 c 117: See note following RCW 23A.04.010.

Intellt---se.erability--Effec:tife dates--Applkat~I982

c 35: See notes following RCW 43.07.160.

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 117 § 4; 1982 c 35 § 8; 1967 c 190 § 2; 1965 c 53 §

14.)

23A.08.120 Authorized shares. (Effective until July

I, 1990.) Each corporation shall have power to create

and issue the number of shares stated in its articles of

incorporation. Such shares may be divided into one or

more classes with such designations, preferences, limitations, and relative rights as shall be stated in the articles

of incorporation. Any of the designations, preferences,

limitations, or relative rights of any class or series may

be made dependent upon facts ascertainable outside the

articles of incorporation or of any amendment thereto,

or outside the resolution or resolutions providing for the

issue of shares adopted by the board of directors pursuant to authority expressly vested in it by its articles of

incorporation, if the manner in which such facts shall

operate on the designations, preferences. limitations, or

relative rights of such class or series is clearly and expressly set forth in the articles of incorporation or in the

resolution or resolutions providing for the issue of such

shares adopted by the board of directors. The articles of

incorporation may limit or deny the voting rights of or

provide special voting rights for the shares of any class

to the extent not inconsistent with the provisions of this

title.

Without limiting the authority herein contained, a

corporation. when so provided in its articles of incorporation, may issue shares of preferred or special classes:

(I) Subject to the right of the corporation to redeem

any of such shares at the price fixed by the articles of

incorporation for the redemption thereof.

(2) Entitling the holders thereof to cumulative, noncumulative or partially cumulative dividends.

-- (3) Having preference over any other class or classes

of shares as to the payment of dividends.

-- ---~----(I989-EAt;)--··

23A.08.1I0 Service of process on corporation. (Effectiye until July I, 1990.) The registered agent so appointed by a corporation shall be an agent of such

corporation upon whom any process. notice or demand

required or permitted by law to be served upon the corporation may be served.

Whenever a corporation shall fail to appoint or maintain a registered agent in this state, or whenever its registered agent cannot with reasonable diligence be found

at the registered office. then the secretary of state shall

be an agent of such corporation upon whom any such

process, notice, or demand may be served. Service on the

secretary of state of any such process, notice, or demand

Intellt---seferability--Effecti.e dates-Applicalion--1982

c 35: See notes following RCW 43.07.160.

Change of registered office or registered agent of foreign corporation:

RCW 23A.32.090.

Invo/unrary dissolution--Failure 10 file statement of change of registered office or registered agent: RCW 23A.28.1 30.

rntle 13A RCW-p 81

(2) If the address of its registered office is to be

changed, the address to which the registered office is to

be changed.

(3) If its registered agent is to be changed, the name

of its successor registered agent.

(4) That the address of its registered office and the

address of the business office of its registered agent, as

changed, will be identical.

(5) That such change was authorized by resolution

duly adopted by its board of directors.

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 title 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 one copy thereof to the corporation or its representative. 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 or its business address to another place within the state, he or it may

change such address and the address of the registered

office of any corporation of which he or it is a registered

agent by filing a statement as required by this section.

except that it need be signed only b)' the registered

agent, it need not be responsive to subsections (3) or (5)

of this section, and it must recite that a copy of the

statement has been mailed to the corporation. [1982 c

35 § 7; 1979 c 16 § 7; 1977 ex.s. c 193 § I; 1967 c 190 §

I; 1965 c 53 § 13.)

------------
Substantive Provisions r (4) Having preference in the assets of the corporation

over any other class or classes of shares upon the voluntary or involuntary liquidation of the corporation.

(5) Convertible into shares of any other class or into

shares of any series of the same or any other class. except a class having prior or superior rights and preferences as to dividends or distribution of assets upon

liquidation. [1986 c 117 § 5; 1985 c 290 § I; 1984 c 75 §

4; 1979 c 16 § 8; 1965 c 53 § 15.]

~erability--1986 c 117: See note following Rev. ~3,\ O~.OIO.

23A.08.IJO Issuance of shares of preferred or special

classes in series. (Effective until July I. 1990.1 (I l If

the articles of incorporation so provide. the vhare-, or any

preferred or special class may be divided Int" and issued

in series. If the shares of any such class are \<. be ivsued

in series. then each series shall be so devrgn.ncd JS to

distinguish the shares thereof from the ,h-Jre, or all

other series and classes. Any or all or t he ,eriC' or any

such class and the variations in the relauve nghis and

preferences as between different series ma v be Iived and

determined by the articles of incorporauon

(2) If the articles of incorporation sha ll e'rrc"l~ vest

authority in the board of directors. thcn. h' the extent

that the articles of incorporation shall n,l( h-J \ c esta blished series and fixed and determined the v.mauons in

the relative rights and preferences as bci« ccn -cnes. the

board of directors shall have authority \<, drv ide any or

all of such classes into series and. within the limitations

set forth in this section and in the ar uclev "f .ncorporation, to fix and determine or to amend the relauve rights

and preferences of the shares of any scrie-, I hJI ... "" holly

unissued or to be established. Within the hrnu-, ,tJtcd in

the articles of incorporation or the rc,<.lulhJn of the

board of directors establishing the serres. the board of

directors may. after the issue of share.. 01 -J ..ene' "" hose

number it is authorized to designate. amend the resolution establishing the series to decrea-e f but not below

the number of shares of such sene' then outvi.mding l

the number of shares of that sene, ... nd the number of

shares constituting the decrease ,h.11 i r c-urne the viaIUS

which they had before the adopuon .>1 the re...,lutlon establishing the series.

(3) In order for the board or dir cc t ••r, t o e't.lbh~h or

amend a series, where authority ~l I .. dl' I' ..·.lnt.llncd In

the articles of incorporation. the b<lJr~ ••1 dir e..·tor, vhall

adopt a resolution setting font' ~~ •. ,1c\'!ln.lt:on or

amendment of the series and fj"r. .. In.~ Jetermlnlng or

amending the relative rights and rr r I r' r ".-e' 1hereof. or

so much thereof as shall not be fl\cll .lnll dctcr rruned by

the articles of incorporation.

(4) For any series established or .l'l1rnllcd ~\ re-olution adopted by the board of dire..,.·" ~e "''I,-.>rallon

shall file and execute in the manner !'Ie·cn.tlter pr\l\lded

a statement setting forth:

(a) The name of the corporation

(b) A copy of the resolution amend,r.~ .·r e vt .. bl"hlng

and designating. the series and fi"n~ .tnJ uct cr nurnng

the relative rights and preferences t hereot

(c) The date of adoption of such rC,<lIuI',1n

(1989 Ed.)

23A.08.140

(d) That such resolution was duly adopted by the

board of directors.

(5) Such statement shall be executed in duplicate by

the corporation by one of its officers. and shall be delivered to the secretary of state. If the secretary of state

finds that such statement conforms to law. the secretary

of state shall. when all fees have been paid as in this title

prescribed:

(a) Endorse on each of such duplicate originals the

word" Filed." and the effective date of the filing thereof.

(b) File one of such originals.

(c) Return the other original to the corporation or its

representative.

(6) Upon the filing of such statement by the secretary

of state. the resolution amending. or establishing and

designating. the series and fixing and determining the

relative rights and preferences thereof shall become effective and shall constitute an amendment of the articles

of incorporation. [1984 c 75 § 5; 1982 c 35 § 9; 1977

ex.s. c 193 § 2; 1975 lst ex.s. c 264 § 5; 1965 c 53 § 16.]

Intent--se.erability--Effecti.e dales--Applicalion--l982

c 35: See notes following RCW 43.07,160.

23A.08.135 Creation and issuance of rights or options to purchase shares from the corporation. (Effective until July I, 1990.) Subject to any provisions in

respect thereof set forth in its articles of incorporation. a

corporation may create and issue. whether or not in

connection with the issuance and sale of any of its-shares

or other securities. rights or options entitling the holders

thereof to purchase from the corporation shares 'of any

class or classes. Such rights or options shall be evidenced

in such manner as the board of directors shall approve

and. subject to the provisions of the articles of incorporation. shall set forth the terms upon which. the 'time or

times within which and the price or prices at which such

shares may be purchased from the corporation upon the

exercise of .:i.,) such right or option. If such rights or

options are to be issued to directors. officers or employees as such of the corporation or of any subsidiary

thereof. and not to the shareholders generally. their issuance shall be approved by the affirmative vote of the

holders of a majority of the shares entitled to vote

thereon or shall be authorized by and consistent with a

plan approved or ratified by such a vote of shareholders.

In the absence of fraud in the transaction, the judgment

of the board of directors as to the adequacy of the consideration received for such rights or options shall be

conclusive. [1984 c 75 § 6; 1971 ex.s, c 38 § 5.]

23A.08.140 Subscription for shares. (Effective until

July I. 1990.) A subscription for shares of a corporation

to be organized shall be in writing and be irrevocable for

a period of six months. unless otherwise provided by the

terms of the subscription agreement or unless all of the

subscribers consent to the revocation of such

su bscription.

Unless otherwise provided in the subscription agreement. subscriptions for shares. whether made before or

after the organization of a corporation. shall be paid in

full at such time. or in such installments 'and at such

[Tille 23A RCW-p 91
Title 13A RCW: Washington Business Corporation Act

.~.

c

oj

1-

','

as it appears on the stock transfer books of the corporation. with postage thereon prepaid. [1986 c 117 § 8;

1965 c 53 § 29.]

~erability--I986 e 117: See note rollowing RCW 23A.04.010.

23A.08.180 Record or shareholders entitled to vote.

I Effective until July I, 1990.) The officer or agent having

cha rge of the stock transfer books for shares of a corporation shall make. at least ten days before each meeting

of shareholders. a complete record of the shareholders

entitled to vote at such meeting or any adjournment

- ---.-.-----tI989-Ed,)---

13A.08.16S Action by shareholders without a meeting. (Effecti,e until July 1, 1990.) Any action required

by this title to be taken at a meeting of the shareholders

of a corporation. or any action which may be takenat a

meeting of the shareholders. may be taken without a

meeting if a consent in writing. setting forth the action

so taken. is signed by all of the shareholders entitled to

vote with respect to the subject matter thereof.

The consent shall have the same force and effect as a

unanimous vote of shareholders. and may be stated as

such in any articles or document filed under this title

with the secretary of state. [1979 c 16 § 14.]

23A.08.170 Closing of transfer books and fixing

record date. (Effective until July 1, 1990.) For the purpose of determining shareholders entitled to notice of or

to vote at any meeting of shareholders or any adjournment thereof. or entitled to receive payment of any dividend. or in order to make a determination of

shareholders for any other proper purpose, the board of

directors of a corporation may provide that the stock

transfer books shall be closed for a stated period but not

to exceed. in any case. sixty days. If the stock transfer

books shall be closed for the purpose of determining

shareholders entitled to notice of or to vote at a meeting

of shareholders, such books shall be closed for at least

ten days immediately preceding such meeting. In lieu of

closing the stock transfer books. the bylaws. or in the

absence of an applicable bylaw. the board of directors

may fix in advance a date as the record date for any

such determination of shareholders. such date in any

case to be not more than sixty days and. in case of a

meeting of shareholders, not less than ten days prior to

the date on which the particular action, requiring such

determination of shareholders. is to be taken. If the

stock transfer books are not closed and no record date is

fixed for the determination of shareholders entitled to

notice of or to vote at a meeting of shareholders, or

shareholders entitled to receive payment of a dividend.

the date on which notice of the meeting is mailed or the

date on which the resolution of the board of directors

declaring such dividend is adopted. as the case may be.

shall be the record date for such determination of shareholders. When a determination of shareholders entitled

to vote at any meeting of shareholders has been made as

provided in this section. such determination shall apply

to any adjournment thereof. [1986 c I 17 § 9; 1965 c 53

§ 30.]

~.erabiUty--1986 e 117: See note following RCW 23A.04.010.

13A.08.160 Notice of shareholders' ~"1tI" I • r.

fecti,e until July 1, 1990.) Written nonce ,t.al,nll the

place. day and hour of the meeting and. If" ,.a.e: ."

special meeting. the purpose or purpose.. lor .. h,d'l the

meeting is called. shall be delivered not Ie" I h.a I' len n,lr

more than sixty days before the date of the meet.n,. (,

ther personally or by mail. by or at the dire,"",!, ,., the

president, the secretary. or the officer or per"lO' '.1.111'11.

the meeting. to each shareholder of record ent,tlC'\.! h'

vote at such meeting. If mailed. such nOII.:e ,h.all be

deemed to be delivered when deposited In 1he I n·lt.....

States mail addressed to the shareholder at hi, .IJdre"

mile 13A RCW-p III

§e.erabiUty--I986 e 117: Sec note rollowing RCW :~" 1\.& 010

13A.08.240

To the extent required to constitute a quorum at any

meeting of the board of directors during any such emergency. the officers of the corporation who are present

shall. unless otherwise provided in emergency bylaws, be .

deemed. in order of rank and within the same rank in ...

order of seniority. directors for such meeting.

No officer. director or employee acting in accordance

with any emergency bylaws shall be liable except for

wilful misconduct. No officer, director or employee shall

be liable for any action taken by him in good faith in

such an emergency in furtherance of the ordinary business affairs of the corporation even though not authorized by the bylaws then in effect. [1965 c 53 § 27.)

13A.08.150 Meetings of shareholders. (EH«lite

until July I, 1990.) Meetings of shareholders rna be

held at such place within or without this state as rna v be

stated in or fixed in accordance with the byla .... ' If no

place is stated or so fixed, meetings shall be held J I Ihe

principal place of business of the corporation.

An annual meeting of the shareholders shall be held

at such time as may be stated in or fixed in accordance

with the bylaws. If the annual meeting is not held w II hm

any thirteen-month period the superior court rnav. on

the application of any shareholder for a writ of rnandarnus, summarily order a meeting to be held.

Special meetings of the shareholders may be called bv

the board of directors. the holders of not less tha n one

tenth of all the shares entitled to vote at the meet ing, or

such other persons as may be authorized in the article,

of incorporation or the bylaws. The right of shareholderv

of a public company to call a special meeting of ,hare'''''''

holders may be limited or denied to the extent prm ided

in the articles of incorporation. [1986 c I 17 § ..,. I "l ~Q c

16 § 13; 1965 c 53 § 28.]

13A.08.15S Shareholder presence----{"'oafen.ce

calls. (Effective until July I, 1990.) If the a rucle-, ,If In·

corporation or bylaws so provide. shareholder, m.H p.1t -

ticipate in a meeting of the shareholders bv mea n, 'If .a

conference telephone or similar comrnumcauon- C4U1rment by means of which all persons parucrpa ung In Ihe

meeting can hear each other at the same lime .Ind par·

ticipation by such means shall constitute rre'>C'n.:e ,I'

person at a meeting. [1980 c 99 § 2.)
r Substanti'e Prorisions 23A.08.30S

•

•

thereof. arranged in alphabetical order. with the address

of and the number of shares held by each. which record.

for a period of ten days prior to such meeting. shall be

kept on file at the registered office of the corporation.

Such record shall be produced and kept open at the time

and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the

meeting for the purposes thereof.

Failure to comply with the requirements of this section shall not affect the validity of any action taken at

such meeting.

An officer or agent having charge of the stock transfer books who shall fail to prepare the record of shareholders. or keep it on file for a period of ten days. or

produce and keep it open for inspection at the meeting.

as provided in this section. shall be liable to any shareholder suffering damage on account of such failure. to

the extent of such damage. [1979 c 16 § 15: 1965 c 53 §

31.J

23A.08.290 Quorum of shareholders. (Effectbe until July I, 1990.) (1) A quorum at a meeting of shareholders is constituted by the representation in person or

by proxy of:

(a) The percentage of shares entitled to vote set forth

in the articles of incorporation. except that no such percentage shall be less than thirty-three percent; or

(b) In the absence of any provision in the articles of

incorporation. a majority of shares entitled to vote.

(2) If a quorum is present. the affirmative vote of the

majority of the shares represented at the meeting and

entitled to vote on the subject matter shall be the act of

the shareholders. unless the vote of a greater number or

voting by classes is required by this title or the articles

of incorporation or bylaws. [1979 c 16 § 16; 1965 c 53 §

32.]

23A.08.300 Voting of shares. (Effecti'e until July I,

1990.) Each outstanding share. regardless of class. shall

be entitled to one vote on each matter submitted to a

vote at a meeting of shareholders. except as may be

otherwise provided in the articles of incorporation. If the

articles of incorporation provide for more or less than

one vote for any share. on any matter. every reference in

this title toa majority or other proportion of shares shall

refer to such a majority or other proportion of votes entitled to be cast.

Shares held by another corporation if a majority of

the shares entitled to vote for the election of directors of

such other corporation is held by the corporation shall

not be voted at any meeting or counted in determining

the total number of outstanding shares at any given

time.

A shareholder may vote either in person or by proxy

executed in writing by the shareholder 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. Unless the articles of

incorporation otherwise provide. at each election for directors every shareholder entitled to vote at such election

shall have the right to vote in person or by proxy. the

(1989 Ed.)

number of shares owned by him for as 'many persons as

there are directors to be elected and for whose election

he has a right to vote. or to cumulate his votes by giving

one candidate as many votes as the number of such directors multiplied by the number of his shares shall

equal. or by distributing such votes on the same principle

among any number of such candidates.

Shares standing in the name of another corporation.

domestic or foreign. may be voted by such officer. agent

or proxy as the bylaws of such corporation may prescribe. or. in the absence of such provision. as the board

of directors of such corporation may determine.

Shares held by an administrator. executor. guardian

or conservator may be voted by him. either in person or

by proxy. without a transfer of such shares into his

name. Shares standing in the name of a trustee may be

voted by him. either in person or by proxy. but no trustee shall be entitled to vote shares held by him without a

transfer of such shares into his name.

Shares standing in the name of a receiver may be

voted by such receiver. and shares held by or under the

control of a receiver may be voted by such receiver

without the transfer thereof into his name if authority so

to do be contained in an appropriate order of the court

by which such receiver was appointed.

A shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been

transferred into the name of the pledgee. and thereafter

the pledgee shall be entitled to vote the shares so

transferred. i r

On and after the date on which written notice "of redemption of redeemable shares has been mailed to the

holders thereof and a sum sufficient to redeem'ssuch

shares has been deposited with a bank or trust company

with irrevocable instruction and authority to pay the redemption price to the holders thereof upon surrender of

certificates therefor. such shares shall not be entitled to

vote on any matter and shall not be deemed to be outstanding shares. [1984 c 75 § 12: 1979 c 16 § 17; 1965 c

53 § 33.J •

23A.08.30S Missing shareholders--Representation

of at meetings:-:--Voting. (Effectbe until July I, 1990.)

Upon a showing to the superior court of the county in

which the registered office of a corporation is situated

that:

( 1) The addresses of the shareholders of record are

lost. destroyed. incomplete or inadequate. and

(2) Notice of a meeting of shareholders for a purpose

requiring the affirmative vote of the holders of tw~

thirds of any class of shares has been given in the manner required by law as nearly as may be done and has

been published in a legal newspaper in Thurston county

and in the county in which the registered office of the

corporation is situated not less than ten nor more than

sixty days before the date of the meeting. the court shall

appoint a disinterested person to represent the missing

shareholders of record at the meeting and to report his

findings to the court which findings may include comments upon the showing made to the courtgs hereinabove provided. The court shall then approve any action

rTi11e 23A RCW-p 13)

'"
23A.08.30S Title 23A RCW: Washington Business Corporation Ad

taken at the meeting by the shareholders present in person or by proxy if the court is satisfied that it is in the

best interests of the missing shareholders. and such approval shall have the same force and effect as an affirmative vote at the meeting by the missing shareholders.

Said disinterested person shall receive reasonable compensation for his services from the corporation. to be

fixed by the court.

(3) Published notice given under subsection (2) of

this section shall state that:

(a) shareholders who have not received notice by mail

will be treated as missing shareholders: and

(b) if the missing shareholders fail to appear at the

shareholders' meeting. the court will appoint a person to

vote their shares. [1986 c 117 § 10: 1973 c 28 § I: 1969

ex.s. c 58 § 5.]

Sftenbllity--1986 c 117: See note following RCW 23A.04.010.

23A.08.310 Stock transfer by married person. (Effecti.e until July I. 1990.) Shares of record in the name

of a married person may be transferred by such person.

such person's agent or attorney. without the signature of

such person's spouse. All dividends payable upon any

shares of a corporation standing in the name of a married person. shall be paid to such married person, such

person's agent or attorney, in the same manner as if such

person were unmarried. and it shall not be necessary for

the other spouse to join in a receipt therefor; and any

proxy or power given by a married person. touching any

shares of any corporation standing in such person's

name. shall be valid and binding without the signature

of the other spouse. [1986 c 35 § 58; 1973 15t ex.s. c 54

§ 23: 1965 c 53 § 34.]

23A.08.32S Community propert)· agreements--

Transfers of shares pursuant to direction of suni.ing

spouse. (Effecti.e until July I, 1990.) Neither a domestic or foreign corporation or its registrar or transfer

agent shall be liable for transferring or causing to be

transferred on the books of the corporation to or pursuant to the direction of the surviving spouse of a deceased

husband or wife any share or shares or other securities

theretofore issued by the corporation to the deceased or

surviving spouse or both of them if the corporation or its

registrar or transfer agent shall be provided with the

following:

(1) A copy of an agreement which shall have been

entered into between the spouses pursuant to the provisions of section 2416 Code of 1881 and RCW 26.16.120

and certified by the auditor of the county in this state in

whose office the same shall have been recorded:

(2) A certified copy of the death certificate of the deceased spouse:

(3) A release issued by the inheritance tax division of

the department of revenue of this state; and

(4) An affidavit of the surviving spouse that:

(a) The shares or other securities constituted community property of the spouses at date of death of the deceased spouse and their disposition is controlled by the

community property agreement;

(b) No proceedings have been instituted to contest or

set aside or cancel the agreement: and that

(c) The claims of creditors have been paid or provided

for. [1975 1st ex.s. c 264 § I. Prior: 1975 1st ex.s. c 278

§ 18: 1965 c 85 § I. Formerly RCW 23.01.226.]

Constructioo---Sennlbility-197S 1st ex.s, C 278: See notes

following RCW I 1.08.160.

c

o

-

~enbility--1973 Ist ex.s, C 154: See note following RCW

2.12.030.

23A.08.320 Shares issued or transferred in joint tenancy form--Presumption-Transfers pursuant to

direction of survivor. (Effective until July I, 1990.)

. Whenever shares or other securities issued by domestic

or foreign corporations are or have been issued or transferred to two or more persons in joint tenancy form on

the books or records of the corporation, it is presumed in

favor of the corporation, its registrar and its transfer

agent that the shares or other securities are owned by

such persons in joint tenancy and not otherwise. A domestic or foreign corporation or its registrar or transfer

agent is not liable for transferring or causing to be

transferred on the books of the corporation to or pursuant to the direction of the surviving joint tenant or tenants any share or shares or other securities theretofore

issued by the corporation to two or more persons in joint

tenancy form on the books or records of the corporation,

unless the transfer was made with actual knowledge by

the corporation or by its registrar or transfer agent of

the existence of any understanding. agreement. condition. or evidence that the shares or securities were held

other than in joint tenancy, or of the invalidit~f the.

joint tenancy or a breach of trust by the joint .tillants.

-I 1986-c-35~§_5_~:-.l2§~_ c 53 § 35.]

[Title 13A RCW-p 14)

23A.08.330 Voting trust--Agreements. (Effecti.e

until July I, 1990.) Any number of shareholders of a

corporation may create a voting trust for the purpose of

conferring upon a trustee or trustees the right to vote or

otherwise represent their shares, for a period of not to

exceed ten years. by entering into a written voting trust

agreement specifying the terms and conditions of the

voting trust. by depositing a counterpart of the agreement with the corporation at its registered office, and by

transferring their shares to such trustee or trustees for

the purposes of the agreement. Certificates of shares or

uncertificated shares so transferred shall be surrendered

and canceled, and new certificates or uncertificated

shares issued to such trustee or trustees to whom it appears the shares. if any, are issued under the agreement.

In the entry of transfer on the books of the corporation

it shall also be noted that the transfer is made pursuant

to said agreement. The trustee or trustees may execute

and deliver to the transferors voting trust certificates.

Such voting trust certificates shall be transferable in the

same manner and with the same effect as certificates of

stock under the laws of this state.

The counterpart of the voting trust agreement deposited with the corporation shall be subject to the samo

right of examination by a shareholder of the corporation.

JD person or by agent or attorney. as are the books and

------ --- -(1989-Ed.l-----
Substanti'e Pro,isions 13A.08.360

records of the corporation, and shall be subject to examination by any holder of a beneficial interest in the voting trust, either in person or by agent or attorney, at any

reasonable time for any proper purpose.

At any time within six months before the expiration of

such voting trust agreement as originally fixed or extended under this paragraph, one or. more holders of

voting trust certificates may, by agreement in writing,

extend the duration of such voting trust agreement,

nominating the same or substitute trustee or trustees, for

an additional period not exceeding ten years. Such extension agreement shall not affect the rights or obligations of persons not parties thereto and shall in every

respect comply with and be subject to all the provisions

of this title applicable to the original voting trust

agreement.

Agreements among shareholders regarding the voting

of their shares shall be valid and enforceable in accordance with their terms. Such agreements shall not be

subject to the provisions of this section regarding voting

trusts. [1986 c 35 § 60; 1980 c 99 § 3; 1965 c 53 § 36.]

13A.08.340 Board of directors. (Effective until July

I, 1990.) All corporate powers shall be exercised by or

under authority of, and the business and affairs of a

corporation shall be managed under the direction of. a

board of directors except as may be otherwise provided

in this title or the articles of incorporation. If any such

provision is made in the articles of incorporation, the

powers and duties conferred or imposed upon the board

of directors by this title shall be exercised or performed

to such extent and by such person or persons as shall be

provided in the articles of incorporation: Provided, That

the names and addresses of such person or persons shall

be set out in the articles of incorporation in the same

manner as names and addresses of directors would be set

out. Directors need not be residents of this state or

shareholders of the corporation unless the articles of incorporation or bylaws so require. The articles of incorporation or bylaws may prescribe other qualifications for

directors. The board of directors shall have authority to

fix the compensation of directors unless otherwise provided in the articles of incorporation. [1982 c 35 § 10;

1980 c 99 § 4; 1965 c 53 § 37.]

lateat--8nerabiHty--Effecti,e dates--Application--l982

e 35: Sec notes following RCW 43.07.160.

13A.08.343 Duties of directors, (Effecti,e until July

I, 1990.) A director shall perform the duties of a director, including the duties as a member of any committee

of the board upon which the director may serve. in good

faith, in a manner such director believes to be in the best

interests of the corporation, and with such care, including reasonable inquiry, as an ordinarily prudent person

in a like position would use under similar circumstances.

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:

(1989 Ed.)

(I) 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 personsas 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. [1980 c 99 § 5.]

13A.08.34S When action may be taken without

meetings of directors or a committee. (Effecti,e until

July I, 1990.) Unless otherwise provided by the articles

of incorporation or bylaws, any action required by this

title to be taken at a meeting of the directors of a corporation, or any action which may be taken at a meeting

of the directors or of a committee, may be taken without

a meeting if a consent in writing, setting forth the action

so taken. shall be signed by all of the directors, or all of

the members of the committee, as the case may be. Such

consent shall have the same effect as a unanimous vote.

[1979 c 16 § 18; 1967 c 176 § I.]

Action by shareholders without meeting: RCW 2JA. 08.265. ,',

13A.08,3S0 Number and election of directors. (Ef.

fectbe until July I, 1990.) The board of directors of a

corporation shall consist of one or more members, The

number of directors shall be fixed by or in the manner

provided in the articles of incorporation or the bylaws,

except as to the number constituting the initial bbard of .

directors, which number shall be fixed by the articles of.

incorporation. The number of directors may be increased

or decreased from time to time by amendment to or in

the manner provided in the articles of incorporation or

the bylaws, but no decrease shall have the effect of

shortening the term of any incumbent director. In the

absence of a bylaw providing for the number of directors, the number shall be the same as that provided for

in the articles of incorporation. The names and addresses

of the members of the first board of directors shall be

stated in the articles of incorporation. Such persons shall

hold office until the first annual meeting of shareholders,

and until their successors shall have been elected and

qualified. At the first annual meeting of shareholders

and at each annual meeting thereafter the shareholders

shall elect directors to hold office until the next succeeding annual meeting, except in case of the classification of directors as permitted by this title. Each director

shall hold office for the term for which he is elected and

until his successor shall have been elected and qualified.

[1979 c 16 § 19; 1975 1st ex.s. c 264 § 2; 1965 c 53 §

38.]

13A.08.360 Classification of directors. (Effective

until July I, 1990.) When the board of directorsshall

rntle 23A RCW~ 151
Title 23A RCW: WashingtOD Business Corporation Act

"

.~

o

1i

o

23A.08.395 Dissent by directors. (Effective until

July I, 1990.) A director of a corporation who is present

at a meeting of its board of directors at which action on

any corporate matter is taken shall be presumed to have

assented to the action taken unless his dissent shall be

entered in the minutes of the meeting or unless he shall

file his written dissent to such action with the person

acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the secretary of the corporation

immediately after the adjournment of the meeting. Such

right to dissent shall not apply to a director who voted in

favor of such action. [1980 c 99 § 6.]

Se9~nbility-1986 c 117: Sec note following RCW 23A,04.010.

- --- - _ 1l989Ecl.L

Se.enbility-1986 e 117: Sec note following RCW 23A.04.010.

the absence of a bylaw fixing or providing for the number of directors. then of the number fixed by or in the

manner provided in the articles of incorporation. shall

constitute a quorum for the transaction of business unless a greater number is required by the articles of incorporation or the bylaws.

The act of the majority of the directors present at a

meeting at which a quorum is present shall be the act of

the board of directors. unless the act of a greater number is required by the articles of incorporation or the

bylaws. [1986 c 117 § 12: 1985 c 290 § 7: 1979 c 16 §

21; 1965 c 53 § 42.]

23A.08.400 Executive and other committees. (Effective until July I. 1990.) If the articles of incorporation

or the bylaws so provide. the board of directors. by resolution adopted by a majority of the full board of directors. may designate from among its members an

executive committee and one or more other committees

each of which. to the extent provided in such resolution

or in the articles of incorporation or the bylaws of the

corporation. shall have and may exercise all the authority of the board of directors. except that no such committee shall have the authority to: (I) Authorize

distributions or the issuance of shares. unless a resolution of the board of directors. or the bylaws. or articles

of incorporation expressly so provide. (2) approve or

recommend to shareholders actions or proposals required

by this title to be approved by shareholders. (3) fill vacancies on the board of directors or any committee

thereof. (4) amend the bylaws. (5) fix compensation of

any director for serving on the board of directors or on

any committee. (6) approve a plan of merger. consolidation. or exchange of shares not requiring shareholder

approval. (7) appoint other committees of the board of

directors or the members thereof. or (8) amend the articles of incorporation. except that a committee may. to

the extent authorized in the resolution or resolutions

providing for the issuance of shares adopted by the

board of directors as provided in RCW 23A.08.130. fix

any of the relative rights and preferences of such shares.

[1986 c 117 § 13; 1984 c 75 § 13; 1980 c 99 § 7; 1965 c

53 § 43.]

23A.08.360

Se9enbiUty-l986 c 117: Sec note following RCW 23A.04.010.

23A.08.390 Quorum of directors. (Effective until

July 1, 1990.) A majority of the number of directors, .

fixed by or in the manner provided in the bylaws. or in --

consist of nine or more members. in lieu of electing the

whole number of directors annually. the articles of incorporation may provide that the directors be divided

into either two or three classes, each class to be as nearly

equal in number as possible, the term of office of directors of the first class to expire at the first annual meeting of shareholders after their election. that of the

second class to expire at the second annual meeting after

their election. and that of the third class. if any. to expire at the third annual meeting after their election. At

each annual meeting after such classification the number

of directors equal to the number of the class whose term

expires at the time of such meeting shall be elected to

hold office until the second succeeding annual meeting.

if there be two classes. or until the third succeeding annual meeting. if there be three classes. No classification

of directors shall be effective prior to the first annual

meeting of shareholders. [1965 c 53 § 39.]

23A.08.380 Removal of directors. (Effective until

July I, 1990.) At a meeting of shareholders called expressly for that purpose. directors may be removed in the

manner provided in this section. Any director or the entire board of directors may be removed. with or without

cause (unless the articles of incorporation provide that

directors may be removed only for cause). by a vote of

the holders of a majority of the shares then entitled to

vote at an election of directors.

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

his removal would be sufficient to elect him 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 is a part.

Whenever the holders of the shares 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 holders of

the outstanding shares of that class and not to the vote

of the outstanding shares as a whole. [1986 c 117 § II;

1979 c 16 § 20; 1965 c 53 § 41.]

23A.08.370 Vacancies. (Effective until July I.

1990.) Any vacancy occurring in the board of directors

may be filled by the affirmative vote of a majority of the

remaining directors though less than a quorum of the

board of directors. A director elected to fill a vacancy

shall be elected for the unexpired term of his predecessor

in office. Any directorship to be filled by reason of an

increase in the number of directors may be filled by the

board of directors for a term of office continuing only

until the next election of directors by the shareholders.

(1965 c 53 § 40.]

.rntle 23,\ RCW:""'16r - -- .__ .-- ---- --
Substanti,e Pro,isions

-.

•

•

23A.08.410 Place and notice of directors' or designated committee meetings-Presence. (Effecti,e until

July I, 1990.) Meetings of the board of directors. regular

or special. may' be held either within or without this

state.

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 meetings 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. [1979 c 16 §

22; 1975 1st ex.s. c 264 § 3; 1965 c 53 § 44.)

23A.08.420 Distributions to shareholders. (Effecnve

until July I, 1990.) (I) Subject to restriction by the articles of incorporation and the limitation in subsection (2)

of this section. a board of directors may authorize and

the corporation may make distributions to its

shareholders.

(2) No distribution may be made if, after giving it effect, either:

(a) The corporation would not be able to pay its debts

as they become due in the usual course of business; or

(b) The corporation's total assets would be less than

the sum of its total liabilities plus (unless the articles of

incorporation permit otherwise) the amount which would

be needed to satisfy any shareholder's preferential rights

in liquidation were the corporation in liquidation at the

time of the distribution.

(3) A board of directors may base a determination

that a distribution may be made under subsection (2) of

this section either on financial statements prepared on

the basis of accounting practices and principles that are

reasonable in the circumstances, or on a fair valuation or

other method that is reasonable in the circumstances.

(4) The effect of a distribution under subsection (2) of

this section is measured:

(a) In the case of distribution by purchase, redemption. or other acquisition of the corporation's shares. as

of the earlier of (i) the date money or other property is

transferred or debt is incurred by the corporation: or (ii)

23A.08.42S

the date the shareholder ceases to be a shareholder with

respect to the acquired shares; and

(b) In all other cases, as of (i) the date of its authorization if payment occurs within one hundred' 'twenty

days after the date of authorization; or (ii) the date of

payment if payment occurs more than one hundred

twenty days after the date of authorization.

(5) A corporation's indebtedness to a shareholder incurred by reason of a distribution made in accordance

with this section is at parity with the corporation's indebtedness to its general, unsecured creditors except to

the extent provided otherwise by agreement. [1984 c 75

§ 14; 1979 c 16 § 23; 1965 c 53 § 45.)

Provisions of this section and other related statutes supersede other

applicable statutes: RCW 23A.44. 180.

23A.08.42S Transactions in,ol,ing interested shareholders. (Effective until July I, 1990.) (I) For purposes

of this section:

(a) An interested shareholder transaction means any

transaction between a corporation, or any subsidiary

thereof, and an interested shareholder of such corporation or an affiliated person of an interested shareholder

that must be authorized pursuant to the provisions of

chapter 23A.20 or 23A.28 RCW, or RCW 23A.24.020.

(b) An interested shareholder:

(i) Includes any person or group of affiliated persons

who beneficially own twenty percent or more of the.outstanding voting shares of a corporation. An affiliated

person is any person who either acts jointly or in concert

with, or directly or indirectly controls, is controlledby,

or is under common control with another person;'

(ii) Excludes any person who. in good faith' an~~'not

for the purpose of circumventing this section, !~ an

agent, bank, broker, nominee, or trustee for another

person, if such other person is not an interested shareholder under (b)(i) of this subsection. .

(2) Except as provided in subsection (3) of this 'section, an interested shareholder transaction must be approved by the affirmative vote of the holders of twothirds of the shares entitled to be counted under this

subsection. or if any class of shares is entitled to vote

thereon as a class, then by the affirmative vote of the

holders of two-thirds of the shares of each class entitled

to be counted under this subsection and of the total

shares entitled to be counted under this subsection. All

outstanding shares entitled to vote under this title or the

articles of incorporation shall be entitled to be counted

under this subsection except shares owned by or voted

under the control of an interested shareholder may not

be counted to determine whether shareholders have approved a transaction for purposes of this subsection. The

vote of the shares owned by or voted under the control of

an interested shareholder. however. shall be counted in

determining whether a transaction is approved under

other sections of this title and for purposes of determining a quorum.

(3) This section shall not apply to a transaction:

(a) Unless the articles of incorporation provide otherwise, by a corporation with fewer than thre'-.bundred

holders of record of its shares;

(1989 Ed.)

i....

rritle 23A RCW-p 17)
23A.08.425 Title 23A RCW: Washington Business Corporation Act

(b) Approved by a majority vote of the corporation's

board of directors. For such purpose. the vote of directors whose votes are entitled to be counted under subsection (3)(b) of this section who are directors or'

officers of. or have a material financial interest in an in:

terested shareholder, or who were nominated for election

as a director as a result of an arrangement with an interested shareholder and first elected as a director within

twenty-four months of the proposed transaction. shall

not be counted in determining whether the transaction is

approved by such directors;

(c) In which a majority of directors whose votes are

entitled to be counted under subsection (3)(b) of this

section determines that the fair market value of the consideration to be received by noninterested shareholders

for shares of any class of which shares are owned by any

interested shareholder is not less than the highest fair

market value of the consideration paid by any interested

shareholder in acquiring shares of the same class within

twenty-four months of the proposed transaction; or

(d) By a corporation whose original articles of incorporation have a provision. or whose shareholders adopt

an amendment to the articles of incorporation by the affirmative vote of the holders of two-thirds of the shares

entitled to be counted under this subsection. expressly

electing not to be covered by this section. All outstanding shares entitled to vote under this title or the articles

of incorporation shall be entitled to be counted under

this subsection except shares owned by or voted under

the control of an interested shareholder may not be

counted to determine whether shareholders have voted to.

approve the amendment. The vote of the shares owned

by or voted under the control of an interested share- ..;

holder. however, shall be counted in determining

whether the amendment is approved under other sections

of this title and for purposes of determining a quorum.

(4) The requirements imposed by this section are to

be in addition to. and not in lieu of. requirements imposed on any transaction by any other provision in this

title. the articles of incorporation. or the bylaws of the

corporation. or otherwise. [1985 c 290 § 6.J

23A.08.435 Transactions involving directors and officers. (Effective until July 1, 1990.) (I) If a transaction

is fair to a corporation at the time it is authorized, approved, or ratified. the fact that a director or an officer

had a direct or indirect interest in the transaction is not

grounds for either invalidating the transaction or imposing liability on such director or officer.

(2) In any proceeding seeking to invalidate a transaction with the corporation in which a director or an officer had a direct or indirect interest. or to impose liability

on a director or an officer who had a direct or indirect

interest in a transaction with the corporation. the person

asserting the validity of the transaction has the burden

of proving fairness unless:

(a) The material facts of the transaction and the director's or officer's interest was disclosed or known to the

board of directors, or a committee of the board. and the

board o~ committee authorized. approved. or ratified th~

transaction; or

[Title 23A RCW-p181'

(b) The material facts of the transaction and the director's or officer's interest was disclosed or known to the

shareholders entitled to vote. and they authorized, approved, or ratified the transaction.

(3) For purposes of this section. a director or an officer of a corporation has an indirect interest in a transaction with the corporation if:

(a) Another entity in which the director or officer has

a material financial interest. or in which such person is a

general partner. is a party to the transaction; or

(b) Another entity of which the director or officer is a

director, officer, or trustee is a party to the transaction,

and the transaction is or should be considered by the

board of directors of the corporation.

(4) For purposes of subsection (2)(a) of this section, a

transaction is authorized. approved. or ratified only if it

receives the affirmative vote of a majority of the directors on the board of directors or on the committee who

have no direct or indirect interest in the transaction. If a

majority of the directors who have no direct or indirect

interest in the transaction vote to authorize, approve, or

ratify the transaction. a quorum is present for the purpose of taking action under this section. The presence of,

or a vote cast by. a director with a direct or indirect interest in the transaction does not affect the validity of

any action taken under subsection (2)(a) of this section

if the transaction is otherwise authorized. approved, or

ratified as provided in that subsection.

(5) For purposes of subsection (2)(b) of this section. a

transaction is authorized. approved. or ratified only if it

receives the vote of a majority of shares entitled to be

counted under this subsection. All outstanding shares

entitled to vote under this title or the articles of incorporation shall be entitled to be counted under this subsection except shares owned by or voted under the

control of a director or an officer who has a direct or

indirect interest in the transaction. Shares owned by or

voted under the control of an entity described in subsection (3)(a) of this section may not be counted to determine whether shareholders have authorized. approved,

or ratified a transaction for purposes of subsection

(2)(b) of this section. The vote of the shares owned by or

voted under the control of a director or an officer who

has a direct or indirect interest in the transaction and

shares owned by or voted under the control of an entity

described in subsection (3)(a) of this section, however.

shall be counted in determining whether the transaction

is approved under other sections of this title and for

purposes of determining a quorum. [1985 c 290 § 5.] .

23A.08.445 Loans to directors----Guarantees of

ligations of directors. (Effective until July 1, 1990.) (1)

Except as provided in subsection (3) of this section. a

corporation may not lend money to or guarantee the obligation of a director of the corporation unless: .

(a) The particular loan or guarantee is approved by

vote of the holders of at least a majority of the votes

represented by the outstanding voting shares of all

classes. except the votes of the benefited director; or

(b) The corporation's board of directors determines

that the loan or guarantee benefits the corporation and

,(J989 Ed.) _'

'-~#.":' " ..

"::.

C~"-
SubstantiYe Prorisioas

'.

either approves the specific loan or guarantee or a general plan authorizing loans and guarantees.

(2) The fact that a loan or guarantee is made in violation of this section does not affect the borrower's or

guarantor's liability on the loan.

(3) This section does not apply to loans and guarantees authorized by statute regulating any special class of

corporations. [1985 c 290 § 8.]

23A.08.4SO Liability of directors in cemin cases.

(EffectiYe until July I, 1990.) In addition to any other liabilities, directors shall be liable in the following circumstances unless they comply with the standard

provided in RCW 23A.08.343 for the performance of

the duties of directors:

(I) Directors of a corporation who vote for or assent

to any distribution contrary to the provisions of this title,

or contrary to any restrictions contained in the articles

of incorporation, shall be liable to the corporation.

jointly and severally with all other directors so voting or

assenting, for the amount of such distribution in excess

of the amount of such distribution which could have

been made without a violation of the provisions of this

title or the restrictions in the articles of incorporation.

(2) The directors of a corporation who vote for or assent to the making of a loan to a director of the corporation shall be jointly and severally liable to the

corporation for the amount of such loan until the repayment thereof. unless approved as provided in RCW

23A.08.445.

Any director against whom a claim shall be asserted

under or pursuant to this section for the making of a

distribution and who shall be held liable thereon. shall

be entitled to contribution from the shareholders who

accepted or received any such distribution, knowing such

distribution to have been made in violation of this title.

in proportion to the amounts received by them

respectively.

Any director against whom a claim shall be asserted

under or pursuant to this section shall be entitled to

contribution from any other director who voted for or

assented to the action upon which the claim is asserted

and who did not comply with the standard provided in

this title for the performance of the duties of directors.

[1986 c 117 § 14; 1985 c 290 § 9; 1984 c 75 § 15; 1982

c 35 § 11; 1980 c 99 § 8; 1979 c 16 § 24; 1965 c 53 §

48.]

SeYerallility-l986 e 117: See note following RCW 23A.04.010.

IBtst--8nerability-Effedi,e clat~Applie.ti_I982

e 35: See notes following RCW 43.07.160.

23A.08.460 Pro,isions relating to actions by shareholders. (Effecti,e until July I, 1990.) No action shall

be brought in this state by a shareholder in the right of a

domestic or foreign corporation unless the plaintiff was a

holder of record of shares or of voting trust certificates

therefor at the time of the transaction of which he complains, or his shares or voting trust certificates thereafter

devolved upon him by operation of law from a person

who was a holder of record at such time.

(1989 Ed.)

23A.08.490

In any action hereafter instituted in the right of any

domestic or foreign corporation by the holder or holders

of record of shares of such corporation or of voting trust

certificates therefor, the court having jurisdiction, upon

final judgment and a finding that the action was b{.oujht

without reasonable cause, may require the plaintrrf or

plaintiffs to pay to the parties named as defendant the

reasonable expenses, including fees of attorneys, incurred by them in the defense of such action.

In any action now pending or hereafter instituted or

maintained in the right of any domestic or foreign corporation by the holder or holders of record of less than

five percent of the outstanding shares of any class of

such corporation or of voting trust certificates therefor.

unless the shares or voting trust certificates so held have

a market value in excess of twenty-five thousand dollars.

the corporation in whose right such action is brought

shall be entitled at any time before final judgment to

require the plaintiff or plaintiffs to give security for the

reasonable expenses, including fees of attorneys, that

may be incurred by it in connection with such action or

may be incurred by other parties named as defendant for

which it may become legally liable. Market value shall

be determined as of the date that the plaintiff institutes

the action or. in the case of an intervener. as of the date

that he becomes a party to the action. The amount of

such security may from time to time be increased or decreased. in the discretion of the court. upon showing that

the security provided has or may become inadequate or

is excessive. The corporation shall have recourse to-such

security in such amount as the court having jurisdiction

shall determine upon the termination of such action,

whether or not the court finds the action was brQYght

without reasonable cause. [1965 c 53 § 49.] ;<

23A.08.470 Officers. (Effecti,e until July I, 1990.)

The officers of a corporation shall consist of a president,

one or more vice presidents as may be prescribed by the

bylaws, a secretary, and a treasurer. each of whonfshall

be elected by the board of directors at such time and in

such manner as may be prescribed by the bylaws. Such

other officers and assistant officers and agents as may be

deemed necessary may be elected or appointed by the

board of directors or chosen in such other manner as

may be prescribed by the bylaws, Any two or more offices may be held by the same person, except the offices

of president and secretary, except that when all of the

issued and outstanding stock of the corporation is owned

of record by one shareholder, one person may hold all or

any combination of offices.

All officers and agents of the corporation. as between

themselves and the corporation, shall have such authority and perform such duties in the management of the

corporation as may be provided in the bylaws. or as may

be determined by resolution of the board of directors not'

inconsistent with the bylaws. [1979 c 16 § 25; 1975 1st

ex.s. c 264 § 4; 1965 c 53 § 50.]

23A.08.490 Remo'al of officers. (Effecti,e until

July I, 1990.) Any officer or agent may be removed ~y

the board of directors whenever in its judgment the-~st

ITitle 23A RCW-p 191

','
Title 23A RCW: . Washington Business Corporation Act

.\

Chapter 23A.12

FORMATION OF CORPORATIONS

Incorporators.

Articles of incorporation.

Filing of articles of incorporation.

Filing false statements-Penalty.

Effect of filing the articles of incorporation-Certifi·

care of incorporation.

23A.12.060 Organization meeting of directors.

Filing lists of corporate oiticers: RCW lJA.40.0J2.

.';td

..j

h

23A.12.0 10 Incorporators. (Effective until July It

1990.) One or more persons of the age of eighteen years, ._

or more. or a domestic or foreign corporation. may aC\ .·h - as incorporator or incorporators of a corporation bJ.f )

signing and delivering in duplicate to the secretary of .:'

23A.12.010

23A.12.020

23A.12.030

23A.12.035

23A.12.040

Sections

the number of shares held by him or represented by voting trust certificates held by him. to compel the production for examination by such shareholder of the books

and records of account. minutes, and record of shareholders of a corporation.

Upon the written request of any shareholder or holder

of voting trust certificates of a corporation. each corporation shall provide to such shareholder or holder of voting trust certificates the financial statements for its most

recent fiscal year including at least a balance sheet as of

the end of such fiscal year and a statement of income for

such fiscal year. If. for any purpose, the corporation. or

the corporation and one or more of its subsidiaries. prepares financial statements for such fiscal year on the

basis of generally accepted accounting principles. it shall

provide a copy of those statements to any shareholder or

holder of voting trust certificates who requests them. In

the case of statements audited by a public accountant.

each copy shall be accompanied by a report setting forth

the accountant's opinion thereon; in other cases. each

copy shall be accompanied by a statement of the president or the person in charge of the corporation's financial accounting records: (1) Stating that person's

reasonable belief as to whether or not the financial

statements were prepared in accordance with generally

accepted accounting principles and, if not. describing the

basis of presentation; and (2) describing any respects in

which the financial statements were not prepared on a

basis consistent with those prepared for the previous

year. If a corporation fails to provide the financial statements to any shareholder requesting them pursuant to

this section. in any action to compel a corporation to

provide such statements. the costs and expenses of any

such proceeding (including reasonable fees and expenses

for counsel for any such shareholder) shall be determined by the court and may be assessed by the court in

its discretion on any corporation which fails to provide

such statements or on one or more officers of the corporation. This shall be in addition to any other damages or

remedies afforded by law. [1984 c 75 § 16; 1979 c 16 §

26; 1965 c 53 § 53.)

23A.08.490

interests of the corporation will be served thereby. but

such removal shall be without prejudice to the contract

rights. if any, of the person so removed. Election or appointment of an officer or agent shall not of itself create

contract rights. [1965 c 53 § 52.)

fTItie 13A RCW--1t 101

23A.08.500 Books, records and minutes. (Effecti~e

until July I. 1990.) Each corporation shall keep correct

and complete books and records of account and shall

keep minutes of the proceedings of its shareholders and

board of directors; and shall keep at its registered office

or principal place of business. or at the office of its

transfer agent or registrar, a record of its shareholders.

giving the names and addresses of all shareholders and

the number and class of the shares held by each. Any

books. records. and minutes may be in written form or

any other form capable of being converted into written

form within a reasonable time.

Any person who shall have been a holder of record of

shares or of voting trust certificates for shares at least

six months immediately preceding his demand or who

shall be the holder of record of. or the holder of record

of voting trust certificates for. at least five percent of all

the outstanding shares of a corporation. upon written

demand stating the purpose thereof. shall have the right

to examine, in person. or by agent or attorney. at any

reasonable time or times. for any proper purpose. its relevant books and records of account. minutes and record

of shareholders and to make extracts therefrom.

Any officer or agent who. or a corporation which.

shall refuse to allow any such shareholder or holder of

voting trust certificates. or his agent or attorney. s9..J0

examine and make extracts from its books and records

of account. minutes. and record of shareholders. for any

proper purpose. shall be liable to such shareholder or

holder of voting trust certificates in a penalty of ten

percent of the value of the shares owned by such shareholder. or in respect of which such voting trust certificates are issued. in addition to any other damages or

remedy afforded him by law. It shall be a defense to any

action for penalties under this section that the person

suing therefor has within two years sold or offered for

sale any list of shareholders or of holders of voting trust

certificates for shares of such corporation or any other

corporation or has aided or abetted any person in procuring any list of shareholders or of holders of voting

trust certificates for any such purpose. or has improperly

used any information secured through any prior examination of the books and records of account. or minutes.

or record of shareholders or of holders of voting trust

certificates for shares of such corporation or any other

corporation, or was not acting in good faith or for a

proper purpose in making his demand.

Nothing herein contained shall impair the power of

any court of competent jurisdiction. upon proof by a

shareholder or holder of voting trust certificates of

proper purpose, irrespective of the period of time during

which such shareholder or holder of voting trust certificates shall have been a shareholder of record or a holder

of record of voting trust certificates. and irrespectl¥of
Formation of Corporations

,:

state articles of incorporation for such corporation.

(1981 c 302 § 4; 1971 ex.s. c 292 § 36; 1965 c 53 § 54.]

SetenWlity--19I1 e 301: See note following RCW 19.76.100.

Se'erabllity--197I ex.s, e 292: See note following RCW

26.28.010.

13A.11.020 Articles of incorporation. (Effecthe until July 1. 1990.) The articles of incorporation shall set

forth:

(I) The name of the corporation.

(2) The period of duration. which may be perpetual or

for a stated term of years.

(3) The purpose or purposes for which the corporation

is organized which may be stated to be. or to include.

the transaction of any or all lawful busmes- for which

corporations may be incorporated under Ih., rule

(4) The aggregate number of shares which the corporation shall have authority to issue and if vuch vhares are

to be divided into classes. the number of ,hare' of each

class.

(5) If the shares are to be divided IOto clavses. the

designation of each class and a statement of the preferences, limitations and relative rights In revrect of the

shares of each class.

(6) If the corporation is to issue t hc ,hJre, of any

preferred or special class in series. then the desrgnation

of each series and a statement of the varta nons in the

relative rights and preferences as between serres insofar

as the same are to be fixed in the article, of Incorporation, and a statement of any authority to be vested in the

board of directors to establish series and f,,; and determine the variations in the relative righh and preferences

as between series.

(7) Any provision limiting or deny In~ to vhare holders

the preemptive right to acquire additional ,h.He, of the

corporation.

(8) The address of its initial regt..rered office and the

name of its initial registered agent at 'ouch ..ddress.

(9) The number of directors convuruung the initial

board of directors and the name.. and .lddre,-e, of the

persons who are to serve as director- until the first annual meeting of shareholders or unt Ii t herr vucce..sors be

elected and qualify.

(10) The name and address of e.h h .ncorporaror

In addition to the provisions reuu.r ed under t hrs section. the articles of incorporation m.l\ .11... , contarn provisions not inconsistent with law rell.lrdln'

(a) The direction of the manallC'mcnl ..I the bu...ness

and the regulation of the affairs "I the ,olrf"lf.llion.

(b) The definition, limitation . .lM rellui.ll"lO of the

powers of the corporation. the dlre,I,'f' .1 nd the shareholders. or any class of the sha ren-udc r- In..ludlng restrictions on the transfer of share,

(c) The par value of any author ivcc ,h.He, ,If class of

shares;

(d) Eliminating or limiting the I't", ... 'n." ~I.I blllt\ of a

director to the corporation or it.. ,h.r ren- ..,k" 1,If monee

tary damages for conduct as a drr ect- .. rr,,,.ded that

such provisions shall not eliminate ,I' 11m,: lhe h.lbllll)"

of a director for acts or omission, th.II ,n',lhe mientional misconduct by a director or a ~n"""nll ,,,II.lIIOn of

(1989 Ed.)

23A. I 2.060

law by a director. for conduct violating RCW 23A.08-

.450. or for any transaction from which the director will

personally receive a benefit in money. property, or ser-

. vices to which the director is not legally entitled. No

such provision shall eliminate or limit the ~ility of a

director for any act or omission occurring pfior to the

date when such provision becomes effective; and

(e) Any provision which under this title is required or

permitted to be set forth in the bylaws.

It shall not be necessary to set forth in the articles of

incorporation any of the corporate powers enumerated in

this title. (1987 c 212 § 701; 1985 c 290 § 10; 1984 c 75

§ 17; 1982 c 35 § 14; 1979 c 16 § 27; 1965 c 53 § 55.]

Intent--Sefenbility--Effecthe dates--Application--l982

c 35: See notes following RCW 43.07.160.

23A.12.0JO Filing of articles of incorporation. (Effective until July I. 1990.) Duplicate originals of the articles of incorporation shall be delivered to the secretary

of state. If the secretary of state finds that the articles of

incorporation conform to law. the secretary of state

shall. when all the fees have been paid as in this title

described:

(I) Endorse on each of such originals the word

• Filed.' and the effective date of the filing thereof.

(2) File one of such originals.

(3) Issue a certificate of incorporation to which the

other original shall be affixed.

The certificate of incorporation together with the

original of the articles of incorporation affixed thereto

by the secretary of state shall be returned to tl\e2, incor-

. porators or their representative. [1982 c 35 § 1,~.; 1977

ex.s. c 193 § 4; 1965 c 53 § 56.] '.. ..;.,

Intent--Seferability--Effecti,e dates--ApplicarioD.--l982

e 35: See notes following RCW 43.07 .160. ..

23A.12.035 Filing false statements--Penaity. See

RCW 43.07.210.

23A.12.040 Effect of filing the articles of incorporation--Certificate of incorporation. (Effective until

July I. 1990.) Upon the filing of the articles of incorporation. the corporate existence shall begin. and the certificate of incorporation shall be conclusive evidence that

all conditions precedent required to be performed by the

incorporators have been complied with and that the corporation has been incorporated under this title. except as

against this state in a proceeding to cancel or revoke the

certificate of incorporation or for involuntary dissolution

of the corporation. (1982 c 35 § 16; 1979 c 16 § 28;

1965 c 53 § 57:]

Intellt--Sefenbility--Effecti'e dates--Application--l982

e 35: See notes following RCW 43.07.160.

23A.12.060 Organization meeting of directors. (Effective until July 1. 1990.) After the issuance of the certificate of incorporation an organization meeting of the

board of directors named in the articles of incorporation

shall be held. either within or without this state. at the

call of a majority of the directors named~~.)he articles

of incorporation..for the purpose of adol5ting bylaws.

(Title 23A RC\\"'-p 21)
.~

•-,

~~.

(1989 Ed.)

inferior to the shares of any class then authorized,

whether issued or unissued.

(10) To cancel or otherwise affect the right of the

holders of the shares of any class to receive dividends

-- which have accrued but have not been declared.

(11) To divide any preferred or special class of shares.

whether issued or unissued. into series and fix and determine the designations of such series and the variations

in the relative rights and preferences as between the

shares of such series.

(12) To authorize the board of directors to establish,

out of authorized but unissued shares, series of any preferred or special class of shares and fix and determine

the relative rights and preferences of the shares of any

series so established.

(13) To authorize the board of directors to fix and

determine the relative rights and preferences of the

authorized but unissued shares of series theretofore established in respect of which either the relative rights

and preferences have not been fixed and determined or

the relative rights and preferences theretofore fixed and

determined are to be changed.

(14) To revoke. diminish, or enlarge the authority of

the board of directors to establish series out of authorized but unissued shares of any preferred or special class

and fix and determine the relative rights and preferences

of the shares of any series so established.

(15) To limit, deny or grant to shareholders of any

class the preemptive right to acquire additional shares of

the corporation, whether then or thereafter authorized.

[1985 c 290 § 11; 1965 c 53 § 60.]

TItle 23A RCW: Washington Business Corporation Act

Chapter 23A.16

AMENDMENT

Right to amend articles of incorporation.

Procedure to amend articles of incorporation

Class voting on amendments.

Articles of amendment.

Filing of articles of amendment.

Effective date of amendment--Exisling at:l,"n, ""trights not impaired.

Restated articles of incorporation.

Amendment of articles of incorporation in reo'.An,u

tion proceedings..

23A.l2.060

mile 23A RCW-. 221

electing officers. and the transaction of such other business as may come before the meeting. The directors

calling the meeting shall give at least three days' notice.

thereof by mail to each director so named. which notice

shall state the time and place of meeting. Any action

permitted to be taken at the organization meeting of the

directors may be taken without a meeting if each director signs an instrument which states the action so taken.

[1979 c 16 § 29; 1965 c 53 § 59.]

Sections

23A.16.010

23A.16.020

23A. I6.030

23A. I6.040

23A.16.050

23A.16.060

23A.16.075

23A.16.080

23A.16.010 Right to amend articles of incorporation.

(Effecti,e until July I, 1990.) A corporation ma~ amend

its articles of incorporation. from time to time. In an,

and as many respects as may be desired. so long a\ ItS

articles of incorporation as amended contain onlv vuch

provisions as might be lawfully contained in Original articles of incorporation at the time of mak rng such

amendment. and. if a change in shares or the f1(lhl~ or

shareholders. or an exchange. reclassification or cancellation of shares or rights of shareholders is 10 be made. 23A.16.020 Procedure to amend articles of inc:orposuch provisions as may be necessary to effect vuc h ration. (Effective until July I, 1990.) Amendments to

change. exchange. reclassification or cancellation the articles of incorporation shall be made in the followIn particular. and without limitation upon such gen- 109 manner:

eral power of amendment. a corporation may amend Its (I) The board of directors shall adopt a resolution

articles of incorporation, from time to time. 'W J\ setting forth the proposed amendment and. if shares

(I) To change its corporate name. have been issued, directing that it be submitted to a vote

(2) To change its period of duration. at a meeting of shareholders, which may be either an

(3)' To change, enlarge or diminish II' .. "rf".,rale annual or a special meeting. If no shares have been ispurposes. sued, the amendment shall be adopted by resolution of

(4) To increase or decrease the aggregate number III the board of directors and the provisions for adoption by

shares. or shares of any class. which the COt'f'l',..I."n ha\ shareholders shall not apply. If the corporation has only

authority to issue. one class of shares outstanding. an amendment solely to

(5) To provide, change. or eliminate an\ r"",I\",n provide. change. or eliminate any provision with respect

with respect to par value of any shares or dol" ,,' \h,arc\ 10 the par value of any class of shares. or solely to

(6) To exchange. classify, reclassify or ..n,c1 .all I" change the number of authorized shares to effectuate a

any part of its shares. whether issued or unl'",uC'd split of. or stock dividend in. the corporation's own

(7) To change the designation of all or an\ r.lrl I,l .1\ shares. or solely to do so and to change the number of

shares. whether issued or unissued. and 10 ,hoi nllC t he authorized shares in proportion thereto. may be adopted

preferences. limitations. and the relative rI(lhl\ ,n rC'\r<~: by the board of directors; and the provisions for adoption

of all or any part of its shares. whether I\\ued ,H by shareholders shall not apply. unless otherwise prounissued. vided by the articles of incorporation.

(8) To change the shares of any class. \\ hel hCI "'ucd (2) Written notice setting forth the proposed amendor unissued. into a different number of share, .d the ment or a summary of the changes to be effected

same class or into the same or a different numhc."r ", thereby shall be given to each shareholder of record enshares of other classes. .ntled to vote thereon within the time and in the manner

(9) To create new classes of shares having r1llhl\ .a,w ---./ provided in this title for the giving of notice of meetings

preferences either prior and superior or subordmare .And or shareholders. If the meeting be an annual meeting.

o~;:4

___________J
Amendment

I

I

I

the proposed amendment or such summary may be included in the notice of such annual meeting.

(3) At such meeting a vote of the shareholders entitled to vote thereon shall be taken on the proposed

amendment. The proposed amendment shall be adopted

upon receiving the affirmative vote of the holders of

two-thirds of the shares entitled to vote thereon. or. in

the case of a public company. a majority of the shares

entitled to vote thereon. unless any class of shares is entitled to vote thereon as a class. in which event the proposed amendment shall be adopted upon receiving the

affirmative vote of the holders of two-thirds of the

shares of each class of shares entitled to vote thereon as

a class and of the total shares entitled to vote thereon or.

in the case of a public company. a majority of the shares

of each class of shares entitled to vote thereon as a class

and of the total shares entitled to vote thereon.

Any number of amendments may be submitted to the

shareholders. and voted upon by them. at one meeting.

[1986 c 117 § 15; 1984 c 75 § 18; 1979 c 16 § 30; 1965

c53§61.]

Se\oerability-1986 c 117: See note following RCW 23A.04.010.

Z3A.16.030 Class voting on amendments. (Effective

until July I. 1990.) The holders of the outstanding shares

of a class shall be entitled to vote as a class upon a proposed amendment. whether or not entitled to vote

thereon by the provisions of the articles of incorporation.

if the amendment would:

(l) Increase or decrease the aggregate number of

authorized shares of such class.

(2) Effect an exchange. reclassification or cancellation

of all or part of the shares of such class.

(3) Effect an exchange. or create a right of exchange.

of all or any part of the shares of another class into the

shares of such class.

(4) Change the designations. preferences. limitations

or relative rights of the shares of such class.

(5) Change the shares of such class into the same or a

different number of shares of the same class or another

class or classes.

(6) Create a new class of shares having rights and

preferences prior and superior to the shares of such

class. or increase the rights and preferences of any class

having rights and preferences prior or superior to the

shares of such class.

(7) In the case of a preferred or special class of

shares. divide the shares of such class into series and fix

and determine the designation of such series and the

variations in the relative rights and preferences between

the shares of such series. or authorize the board of directors to do so.

(8) Limit or deny the existing preemptive rights of the

shares of such class.

(9) Cancel or otherwise affect dividends on the shares

of such class which have accrued but have not been declared. [1985 c 290 § 12: 1965 c 53 § 62.]

(1989 Ed.)

23A.16.060

23A.16.040 Articles of amendment. (Effective until

July I. 1990.) The articles of amendment shall be executed in duplicate by the corporation by one of its officers. and shall set forth:

( 1) The name of the corporation. ...

(2) The amendment so adopted. .:

(3) The date of the adoption of the amendment by the

shareholders. or by the board of directors where RCW

23A.16.020 authorizes amendment without shareholder

approval.

(4) The number of shares outstanding. and the number of shares entitled to vote thereon. and if the shares

of any class are entitled to vote thereon as a class. the

designation and number of outstanding shares entitled to

vote thereon of each such class.

(5) The number of shares voted for and against such

amendment. respectively. and. if the shares of any class

are entitled to vote thereon as a class. the number of

shares of each such class voted for and against such

amendment. respectively.

(6) If such amendment provides for an exchange. reclassification. or cancellation of issued shares. and if the

manner in which the same shall be effected is not set

forth in the amendment. then a statement of the manner

in which the same shall be effected. [1985 c 290 § 13;

1984 c 75 § 19; 1982 c 35 § 17; 1979 c 16 § 31; 1977

ex.s. c 193 § 5; 1965 c 53 § 63.) .

Inteat-Se.erability--Effec:tin dates--Applicatioo--l982

e 35: See notes following RCW 43.07.160. '.,

Unauthorized signature on document filed with secretary ofstatePenalty: RCW 2JA.44.010. ,,'

•... , ...

23A.16.0S0 Filing of articles of amendment~' (Effective until July I. 1990.) Duplicate originals of'the articles of amendment shall be delivered to the secretary of

state. If the secretary of state finds that the articles of

amendment conform to law. the secretary of state shall.

when all fees have been paid as in this title prescribed:

(I) Endorse on each of such duplicate originals the

word "Filed." and the effective date of the filing thereof.

(2) File one of such originals.

(3) Issue a certificate of amendment to which the

other original shall be affixed.

The certificate of amendment. together with the original of the articles of amendment affixed thereto by the

secretary of state. shall be returned to the corporation or

its representative. [1982 c 35 § 18; 1977 ex.s. c 193 § 6;

1967 c 190 § 4: 1965 c 53 § 64.]

Inteat~erability--Effec:tin dates--Applicati_1982

c 35: See notes following RCW 43.07.160.

23A.16.060 Effective date of amendment--Existing actions. suits, rights not impaired. (Effective until

July I, 1990.) The amendment shall become effective

upon the filing of the articles of amendment by the secretary of state. or on such later date. not more than

thirty days subsequent to the filing thereof with the secretary of state. as shall be provided for in the articles of

amendment.

No amendment shall affect any existing..g..Use of action in favor of or against such corporation. or any

rnUe 23A RCW-p 23)
23A.16.060 Title 23A RCW: Washington Business Corporation Act

pending suit to which such corporation shall be a party,

or the existing rights of persons other than shareholders;

and. in the event the corporate name shall be changed by

amendment. no suit brought by or against such corporation under its former name shall abate for that reasoni

[1982 c 35 § 19; 1979 c 16 § 32; 1965 c 53 § 65.]

lateat---Seterability--Effectin dates-App!ic:ati_I982

e 3S: Sec notes following RrW 43.07.160.

23A.16.07S Restated articles of incorporation. (Effectiye until July 1, 1990.) A domestic corporation may

at any time restate its articles of incorporation as theretofore amended. by a resolution adopted by the board of

directors.

Upon the adoption of the resolution, restated articles

of incorporation shall be executed in duplicate by the

corporation by one of its officers. The restated articles

shall set forth all of the operative provisions of the articles of incorporation as theretofore amended together

-with a statement that the restated articles of incorporation correctly set forth without change the provisions of

the articles of incorporation as theretofore amended and

that the restated articles of incorporation supersede the

original articles of incorporation and all amendments

thereto.

Duplicate originals of the restated articles of incorpo-

. ration 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 each duplicate origina I the word

• Filed" and the date of the filing thereof; , :o..,-;;:t;

(2) File one duplicate original in the secreta;r-of

state's office; and

(3) Issue a restated certificate of incorporation. to

which the other duplicate original shall be affixed.

The restated certificate of incorporation. together with

the duplicate original of the restated articles of incorporation affixed thereto by the secretary of state. shall be

returned to the corporation or its representative.

Upon the filing of the restated articles of incorporation by the secretary of state. the restated articles of incorporation shall become effective and shall supersede

the original articles of incorporation and all amendments

thereto. [1986 c 117 § 16; 1982 c 35 § 20: 1979 c 16 §

33.]

SeYerability--I986 e 117: See note following RCW :!3A.04.010.

lateat---Seterability--Effectin dates-Applic:ation---1982

e 35: See notes following RCW 43.07.160.

Unauthorized signature on document filed with secrerarv of 5tatePenalty: RCW 2JA.44.010. .

23A.16.080 Amendment of articles of incorporation

in reorganization proceedings. (Effective until July 1.

1990.) (1) Whenever a plan of reorganization of a corporation has been confirmed by decree or order of a

court of competent jurisdiction in proceedings for the

reorganization of such corporation. pursuant to the provisions of any applicable statute of the United St~relating to reorganizations of corporations. the ani of

incorporation of the corporation may be amended. in the

(TItle lJA RCW-p 141

manner provided in this section. in as many' respects as

may be necessary to carry out the plan and put it into '

effect. so long as the articles of incorporation as :

amended contain only such provisions as might be law- .

fully contained in original articles of incorporation at the .'

time of making such amendment.

In particular and without limitation upon such general

power of amendment. the articles of incorporation may

be amended for such purpose so as to:

(a) Change the corporate name. period of duration. or

corporate purposes of the corporation;

(b) Repeal. alter. or amend the bylaws of the

corporation;

. (c) Change the aggregate number of shares. or shares

of any class. which the corporation has authority to

issue;

(d) Change the preferences. limitations. and relative

rights in respect of all or any part of the shares of the

corporation. and classify. reclassify or cancel all or any

part thereof. whether issued or unissued;

(e) Authorize the issuance of bonds. debentures. or

other obligations of the corporation. whether or not convertible into shares of any class or bearing warrants or

other evidences of optional rights to purchase or subscribe for shares of any class. and fix the terms and

conditions thereof; and

(f) Constitute or reconstitute and classify or reclassify

the board of directors of the corporation. and appoint

directors and officers in place of or in addition to all or

any of the directors or officers then in office.

(2) Amendments to the articles of incorporation pu~~

suant to this section shall be made in the following

manner:

(a) Articles of amendment approved by decree 'or Order of such court shall be executed and verified in duplicate by such person or persons as the court shall

designate or appoint for the purpose. and shall set forth _.::/.

the name of the corporation. the amendments of the articles of incorporation approved by the court. the date of

the decree or order approving the articles of amendment.

the title of the proceedings in which the decree or order _.

was entered. and a statement that such decree or order '.':"'~

was entered by a court having jurisdiction of the proceedings for the reorganization of the corporation pur!'

suant to the provisions of an applicable statute of the

United States. '. :

(b) Duplicate originals of the articles of amendmcni;~

shall be delivered to the secretary of state. If the secre-. "

tary of state finds that the articles of amendment con- .. _

form to law. the secretary of state shall, when all fees <-,

have been paid as in this title prescribed: ' .

(i) Endorse on each of such originals the word "-'."

• Filed," and the effective date of the filing thereof. - .,..

(ii) File one of such originals in the secretary of ~.--

state's office. '~~fE :.t·

(iii) Issue a certificate of amendment to which the:

other original shall be affixed.

(3) The certificate of amendment. .together with the

original of the articles of amendment affixed thereto by

the secretary of state. shall be returned to the corporation or its representative.

·(1989 Ed.)
Merger And Comolidation 23A.20.0JO

•

•

'-"",

(4) The amendment shall become effective upon the

filing of the articles of amendment by the secretary of

state. or on such later date. not more than thirty days

subsequent to the filing thereof with the secretary of

state. as shall be provided for in the articles of amendment. without any action thereon by the directors or

shareholders of the corporation and with the same effect

as if the amendments had been adopted by unanimous

action of the directors and shareholders of the corporation. [1982 c 35 § 21; 1979 c 16 § 34; 1977 ex.s. c 193 §

8; 1965 c 53 § 67.)

lateat------&.erability--Effecti'e dat_Appliati_I981

c 35: See notes following RCW 43.07.160.

Chapter 23A.20

MERGER AND CONSOLIDATION

Sections

23A.20.010 Procedure for merger.

23A.20.020 Procedure for consolidation.

23A.20.02S Procedure for exchange of shares.

23A.20.030 Approval by shareholders.

23A.20.040 Articles of merger. consolidation. or exchange.

23A.20.0S0 Merger of subsidiary corporation.

23A.20.060 Effect of merger. consolidation. or exchange.

23A.20.070 Merger or consolidation of domestic and foreign corporations-Panicipation in an exchange.

23A.20.080 Conversion of cooperative association to business corporation or merger with business corporation.

Right or shareholders to dissent to merger or consolidation: RCW

2JA.24.0JO.

Rights or dissenting shareholders: RCW 2JA. 24.040.

23A.20.010 Procedure for merger. (Effective until

July I, 1990.) Any two or more domestic corporations

may merge into one of such corporations pursuant to a

plan of merger approved in the manner provided in this

title.

o The board of directors of each corporation shall. by

resolution adopted by each such board. approve 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) The manner and basis of converting the shares of

each merging corporation into shares or other securities

or obligations of the surviving corporation or of any

other corporation or, in whole or in part, into cash or

other property.

(4) A statement of any changes in the articles of incorporation of the surviving corporation to be effected

by such merger.

(5) Such other provisions with respect to the proposed

merger as are deemed necessary or desirable. [1971 ex.s.

c 38 § 2; 1965 c 53 § 73.)

23A.20.020 Procedure for consolidation. (Effective

until July 1, 1990.) Any two or more domestic corporations may consolidate into a new corporation pursuant to

(1989 Ed.)

a plan of consolidation approved in the manner provided

in this title.

The board of directors of each corporation shall. by a

resolution adopted by each such board. approve a plan of

consolidation setting forth:

( 1) The names of the corporations proposing to -

solidate, and the name of the new corporation into which

they propose to consolidate. which is hereinafter designated as the new corporation.

o (2) The terms and conditions of the proposed

consolidation.

(3) The manner and basis of converting the shares of

each corporation into shares or other securities or obligations of the new corporation or of any other corporation or. in whole or in part. into cash or other property.

(4) With respect to the new corporation. all of the

statements required to be set forth in articles of incorporation for corporations organized under this title.

(5) Such other provisions with respect to the proposed

consolidation as are deemed necessary or desirable.

[1971 ex.s. c 38 § 3; 1965 c 53 § 74.]

23A.20.02S Procedure for exchange of shares. (Effective until July 1, 1990.) All the issued or all the outstanding shares of one or more classes of any domestic

corporation may be acquired through the exchange of all

such shares of such class or classes by another domestic

or foreign corporation pursuant to a plan of exchange

approved in the manner provided in this title.

The board of directors of each corporation shall. by

resolution adopted by each board. approve a plan pJ exchange setting forth: ~,l ..

(1) The name of the corporation the shares of~h

are proposed to be acquired by exchange and thei'name

of the corporation to acquire the shares of such corporation in the exchange. which is designated in this chapter

as the acquiring corporation; ."

(2) The terms and conditions of the proposed :

exchange;

(3) The manner and basis of excha nging the shares to

be acquired for shares. obligations. or other securities of

the acquiring corporation or any other corporation. or. in

whole or in part. for cash or other property; and

(4) Such other provisions with respect to the proposed

exchange as are deemed necessary or desirable.

The procedure authorized by this section shall not be

deemed to limit the power of a corporation to acquire all

or part of the shares of any class or classes of a corporation through a voluntary exchange or otherwise by

agreement with the shareholders. [1979 c 16 § 35.]

23A.20.030 Approval by shareholders. (Effective

until July 1, 1990.) The board of directors of each corporation. in the case of a merger or consolidation. and

the board of directors of the corporation the shares of

which are to be acquired. in the case of an exchange,

upon approving the plan of merger. consolidation. or exchange. shall. by resolution. direct that the plan be submitted to a vote at a meeting of shareholders. which may

be either an annual or a special meeting. Writtennotice

shall be given to each shareholder of record. whe~ or

(Title 13A RCW-p IS)
i --__~__ -- I

t

I

"

..·

.()r..

Intftl.----&nrabili.y-Effecth~ c1at_Applicati_t981

c 35: See nOlCS following RCW 43.07.160.

Uneutborized signa lure on document filed Wilh secretsry of slatePenally: RCW 2JA.44.010.

23A.20.0JO Title 23A RCW: Washington Business Corporation Ad

23A.20.0S0 Merger of subsidiary corporation. (Effective until July 1. 1990.) (I) Any corporation owning at

least ninety-five percent of the outstanding shares of

each class of another corporation may merge such other

corporation into itself without approval by a vote of the

shareholders of either corporation. Its board of directors

shall. by resolution. approve a plan of merger setting

forth:

(a) The name of the subsidiary corporation and the

name of the corporation owning at least ninety-five percent of its shares. which is hereinafter designated as the

surviving corporation.

(b) The manner and basis of converting the shares of.

the subsidiary corporation into shares or other securities

--"01' obligations of the surviving corporation or of any

other corporation or. in whole or in part. into cash or

23A.20.040 Articles of merger. consolidation. or ex- other property.

change. (Effecti~e until July 1. 1990.) (I) Upon such (2) A copy of such plan of merger shall be mailed to

approval. articles of merger. articles of consolidation. or each shareholder of record of the subsidiary corporation'.

articles of exchange shall be executed in duplicate by (3) Articles of merger shall be executed in duplicate

each corporation by one of the officers of each corpora- by the surviving corporation by one of its officers, and

tion, and shall set forth: shall set forth: •.

(a) The plan of merger or the plan of consolidation. (a) The plan of merger;

(b) As to each corporation. the number of shares out- (b) The number of outstanding shares of each class of

standing. and. if the shares of any class are entitled to the subsidiary corporation and the number of sucb

vote as a class. the designation and number of outstand- shares of each class owned by the surviving corporation;

ing shares of each such class. and ,.< •.'

(c) As to each corporation. the number of shares (c) The date of the mailing to shareholders of the .;~.

voted for and against such plan. respectively. and. if the subsidiary corporation of a copy of the plan of merger. <, .:, ::'

shares of any class are entitled to vote as a class. the (4) On and after the thirtieth day after the mailing of -':..'~

number of shares of each such class voted for and a copy of the plan of merger to shareholders of the sub=:" "'

against such plan. respectively. sidiary corporation or upon the waiver thereof by the .

(d) As to the acquiring corporation in a plan of ex- holders of all outstanding shares duplicate originals 01.:'"

change. a statement that the adoption of the plan and the articles of merger shall be delivered to the secretarY .~.

performance of its terms were duly approved by its of state. If the secretary of state finds that such articles \.

board of directors and such other requisite corporate ac- conform to law. the secretary of state shall. when all reca.r.~

tion, if any. as may be required of it. have been paid as in this title prescribed: ..

(2) Duplicate originals of the articles of merger. arti- (a) Endorse on each of such originals the word ",

cles of consolidation. or articles of exchange shall be • Filed.' and the effective date of the filing thereof; ...

delivered to the secretary of state. If the secretary of (b) File one of such originals in the secretary or ..

state finds that such articles conform to law. the secre- state's office; and

tary of state shall. when all fees have been paid as in this·-......./ (c) Issue a certificate of merger to which

title prescribed: original shall be affixed.

rnlle 23A RCW-tl 161

not entitled to vote at such meeting. not less than twenty (a) Endorse on each of such originals the word

days before such meeting. in the manner 'provided in this "Filed." and the effective date of the filing thereof.

title for the giving of notice of meetings of shareholders. (b) File one of such originals in the secretary of

and. whether the meeting be an annual or a special state's office.

meeting. shall state that the purpose or one of the pur- ... _.-j (c) Issue a certificate of merger. consolidation. or exposes is to consider the proposed plan of merger. consol- change to which the other original shall be affixed.

idation, or exchange. A copy or a summary of the plan (3) The certificate of merger. consolidation. or exof merger. consolidation. or exchange. as the case may change. together with the duplicate original of the artibe. shall be included in or enclosed with such notice. cles of merger. consolidation. or exchange affixed

At each such meeting. a vote of the shareholders shall thereto by the secretary of state. shall be returned to the

be taken on the proposed plan. The plan shall be ap- surviving or new or acquiring corporation. or its repreproved upon receiving the affirmative vote of the holders sentative, [1982 c 35 § 25; 1979 c 16 § 37; 1977 ex.s. c

of two-thirds of the shares entitled to vote thereon of 193 § 12; 1965 c 53 § 76.]

each such corporation; unless any class of shares of any

such corporation is entitled to vote thereon as a class. in

which event. as to such corporation. the plan shall be

approved upon receiving the affirmative vote of the

holders of two-thirds of the shares of each class of

shares entitled to vote thereon as a class and of the total

shares entitled to vote thereon. Any class of shares of

any such corporation shall be entitled to vote as a class if

any such plan contains any provision which. if contained

in a proposed amendment to articles of incorporation.

would entitle such class of shares to vote as a class and.

in case of an exchange. if the class is included in the

exchange.

After such approval by a vote of the shareholders of

each such corporation. and at any time prior to the filing

of the articles of merger. consolidation. or exchange. the

merger. consolidation. or exchange may be abandoned

pursuant to provisions therefor. if any. set forth in the

plan. [1979 c 16 § 36; 1965 c 53 § 75.]
Merger And Consolidation 2JA.20.070

•

(5) The certificate of merger. together with the original of the articles of merger affixed thereto by the secretary of state, shall be returned to the surviving

corporation or its representative. [1982 c 35 § 26; 1979 c

16 § 38; 1977 ex.s. c 193 § 13; 1971 ex.s. c 38 § 4; 1965

c 53 § 77.]

latellt~JjIy-Effecti'e dat_Applicati_I982

e 35: See notes following RCW 43.07.160.

Unauthorized signature on document filed with secretary of statePenalty: RCW 2JA.44.010.

2JA.20.060 Effect of merger, consolidation, or exchange. (Effective until July I, 1990.) A merger. consolidation, or exchange shall become effective upon the

filing of the articles of merger. consolidation. or exchange by the secretary of state. or on such later date,

not more than thirty days subsequent to the filing

thereof with the secretary of state. as shall be provided

for in the plan.

When a merger or consolidation has become effective:

(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 title.

(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. including subscriptions

to shares. 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

(1989 Ed.)

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 statement set forth in the

articles of consolidation and which are reqpired or permitted to be set forth in the articles of incdrporation of

corporations organized under this title shall be deemed

to be the original articles of incorporation of the new

corporation.

When a merger. consolidation. or exchange has become effective. the shares of the corporation or corporations party to the plan that are. under the terms of the

plan. to be converted or exchanged. shall cease to exist.

in the case of a merger or consolidation. or be deemed to

be exchanged in the case of an exchange. and the holders of the shares shall thereafter be entitled only to the

shares. obligations. other securities. cash, or other property into which they shall have been converted or for

which they shall have been exchanged, in accordance

with the plan, subject to any rights under RCW 23A-

.24.030. [1982 c 35 § 27; 1979 c 16 § 39; 1965 c 53 §

78.]

la.ea.-se,erabili.y-Effecti,e da'_AppliaI~I982

e 35: See notes following RCW 43.07.160.

23A.20.070 Merger or consolidation of domestic and

foreign corporations--Participation in an exchange.

(Effective until July I, 1990.) One or more foreign corporations and one or more domestic corporations may be

merged or consolidated or participate in an exchange in

the following manner. if such merger, consolidation, or

exchange is permitted by the laws of the state 'under

which each such foreign corporation is organized: '.

(1) Each domestic corporation shall complY with the

provisions of this title with respect to the mergers consolidation, or exchange, as the case may be, of domestic

corporations and each foreign corporation shall comply

with the applicable provisions of the laws of the state

under which it is organized.

(2) If the surviving or new corporation in a merger or

consolidation is to be governed by the laws of any state

other than this state, it shall comply with the provisions

of this title 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 such merger or consolidation and in any proceeding for the enforcement of the rights of a dissenting

shareholder of any such domestic corporation against the

surviving or new corporation;

(b) An irrevocable appointment of the secretary of

state of this state as its agent to accept service of process

in any such proceeding; and

(c) An agreement that it will promptly pay to the dissenting shareholders of any such domestic corporation

the amount. if any, to which they shall be entitled under

the provisions of this title with respect to the rights of

dissenting shareholders. ' )

The effect of such merger or consolidationshad be the

same as in the case of the merger or consolidation of

(Title 23A RCW-p 271

.

J

\
23A.20.070 Title 23A RCW: Washington Business Corporation Act

. .;

domestic corporations. if the surviving or new corporation is to be governed by the laws of this state. If the

surviving or new corporation is to be governed by the

laws of any state other than this state. the effect of such

merger or consolidation shall be the same as in the case

of the merger or consolidation of domestic corporations

except insofar as the laws of such other state provide

otherwise.

(3) At any time prior to the effective date of the articles of merger. consolidation. or exchange. the merger.

consolidation. or exchange. may be abandoned pursuant

to provision therefor. if any. set forth in the plan of

merger. consolidation or exchange. In the event the

merger. consolidation. or exchange is abandoned. the

parties thereto shall execute a notice of abandonment in

triplicate 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 effective date of the filing thereof;

(b) File one of the triplicate originals in the secretary

of state's office; and

(c) Issue the other triplicate originals to the respective

parties or their representatives. [1982 c 35 § 28: 1979 c

16 § 40; 1965 c 53 § 79.]

Intenl--Seterabilily--Effectite c1ates--Applicalio__1982

c 35: Sec notes following RCW 43.07.160.

23A.20.080 Conversion of ceeperanve association to

business corporation or merger with business corporation.

See RCW 23.86.200 through 23.86.230.

..,~

Chapter 23A.24

SALE OF ASSETS

Sections

23A.24.010 Sale of assets in regular course of business--Morlgage or pledge of assets.

23A.24.020 Sale of assets other than in regular course of business.

23A.24.030 Right of shareholders to dissent.

23A.24.040 Rights of dissenting shareholders.

23A.24.010 Sale of assets in regular course of business---Mortgage or pledge of assets. (Effective until

July I, 1990.) The sale, lease. exchange. or other disposition of all. or substantially all. the property and assets

of a corporation in the usual and regular course of its

business and the mortgage or pledge of any or all property and assets of a corporation whether or not in the

usual and regular course of business may be made upon

such terms and conditions and for such consideration.

which may consist in whole or in part of money or property. real or personal, including shares, obligations. or

other securities of any other corporation, domestic or

foreign. as shall be authorized by its board of directors:

and in any such case no authorization or consent of the

shareholders shall be required. [1979 c 16 § 41: 1965 c

53 § 80.]

23A.24.020 Sale of assets other than in re~ course of business. (Errecti~e until July I, 1990.) A sale,

mtle 2304 RCW-p 281

lease. exchange. or other disposition of all, or substantially all. the property and assets. with or without the

good will. of a corporation. if not in the usual and regular course of its business. may be made upon such terms

and conditions and for such consideration. which may

consist in whole or in part of money or property, real or

personal. including shares. obligations. or other securities

of any other corporation. domestic or foreign. as may be

authorized in the following manner:

( I) The board of directors shall adopt a resolution

recommending such sale. lease. exchange, or other disposition and directing the submission thereof to a vote at

a meeting of shareholders. which may be either an annual or a special meeting.

(2) Written notice shall be given to each shareholder

of record. whether or not entitled to vote at such meeting. not less than twenty days before such meeting. in

the manner provided in this title for the giving of notice

of meetings of shareholders. and. whether the meeting

be an annual or a special meeting, shall state that the

purpose. or one of the purposes is to consider the proposed sale. lease, exchange. or other disposition.

(3) At such meeting the shareholders 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 the affirmative vote of the

holders of two-thirds of the shares of the corporation

entitled to vote thereon. unless any class of shares is entitled to vote thereon as a class. in which event such authorization shall require the affirmative vote of the

holders of two-thirds of the shares of each class of

shares entitled to vote as a class thereon and of the total

shares entitled to vote thereon.

• (4) After such authorization by a vote of shareholders. 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 shareholders. [1979 c 16 § 42; 1965 c 53

§ 81.]

23A.24.030 Right of shareholders to dissent. (£1-

Iective until July 1. 1990.) Any shareholder of a corporation shall have the right to dissent from any of the

following corporate actions:

(I) Any plan of merger or consolidation to which the

corporation is a party; or

(2) Any sale or exchange of all or substantially all of

the property and assets of the corporation not made in

the usual and regular course of its business, including a

sale in dissolution. but not including a sale pursuant to

an order of a court having jurisdiction in the premises or

a sale for cash on terms requiring that all or substantially all of the net proceeds of sale be distributed to the

shareholders in accordance with their respective interests

within one year after the date of sale.

(3) Any plan of exchange to which the corporation is ':

a party as the corporation the shares of which are to be :

acquired. oj .";'

s

-~

j

o

t
Sale of Assets 23A.24.040

•

•

A shareholder may dissent as to less than all of the

shares registered in his name. In that event. his rights

shall be determined as if the shares as to which he has

dissented and his other shares were registered in the

names of different shareholders.

The provisions of this section shall not apply to the

shareholders of the surviving corporation in a merger if

a vote of the shareholders of such corporation is not

necessary to authorize such merger. [1979 c 16 § 43;

1965 c 53 § 82.]

23A.24.040 Rights of dissenting shareholders. (Effecti,e until July 1. 1990.) Any shareholder electing to

exercise such right of dissent shall file with the corporation. prior to or at the meeting of shareholders at which

such proposed corporate action is submitted to a vote, a

written objection to such proposed corporate action. If

such proposed corporate action be approved by the required vote and such shareholder shall not have voted in

favor thereof. such shareholder may. within ten days after the date on which the vote was taken. or if a corporation is to be merged without a vote of its shareholders

into another corporation. any other shareholders may.

within fifteen days after the plan of such merger shall

have been mailed to such shareholders. make written

demand on the corporation. or. in the case of a merger

or consolidation, on the surviving or new corporation.

domestic or foreign. for payment of the fair value of

such shareholder's shares. and. if such proposed corporate action is effected. such corporation shall pay to such

shareholder. upon surrender of the certificate or certificates representing certificated shares or upon imposition

of restrictions on transfer of uncertificated shares. the

fair value thereof as of the day prior to the date on

which the vote was taken approving the proposed corporate action. excluding any appreciation or depreciation

in anticipation of such corporate action. Any shareholder

failing to make demand within the applicable ten day or

fifteen day period shall be bound by the terms of the

proposed corporate action. Any shareholder making such

demand shall thereafter be entitled only to payment as

in this section provided and shall not be entitled to vote

or to exercise any other rights of a shareholder.

No such demand shall be withdrawn unless the corporation shall consent thereto. The right of such shareholder to be paid the fair value of his shares shall cease

and his status as a shareholder shall be restored. without

prejudice to any corporate proceedings which may have

been taken during the interim. if:

(l) Such demand shall be withdrawn upon consent; or

(2) The proposed corporate action shall be abandoned

or rescinded or the shareholders shall revoke the authority to effect such action; or

(3) In the case of a merger. on the date of the filing of

the articles of merger the surviving corporation is the

owner of all the outstanding shares of the other corporations. domestic and foreign. that are parties to the

merger; or

(4) No demand or petition for the determination of

fair value by a court shall have been made or filed

within the time provided by this section; or

(19119 Ed.)

(5) A court of competent jurisdiction shall determine

that such shareholder is not entitled to the relief provided by this section.

Within ten days after such corporate action is effected. the corporation. or. in the case of a merger or

consolidation. the surviving or new corporation. domestic

or foreign. shall give written notice thereof to each dissenting shareholder who has made demand as herein

provided. and shall make a written offer to each such

shareholder to pay for such shares at a specified price

deemed by such corporation to be the fair value thereof.

Such notice and offer shall be accompanied by a balance

sheet of the corporation the shares of which the dissenting shareholder holds. as of the latest available date and

not more than twelve months prior to the making of

such offer. and a profit and loss statement of such corporation for the twelve months' period ended on the date

of such balance sheet.

If within thirty days after the date on which such

corporate action was effected the fair value of such

shares is agreed upon between any such dissenting

shareholder and the corporation. payment therefor shall

be made within ninety days after the date on which such

corporate action was effected, upon surrender of the

certificate or certificates representing certificated shares

or upon imposition of restrictions on transfer of uncertificated shares. Upon payment of the agreed value the

dissenting shareholder shall cease to have any interest in

such shares.

If within such period of thirty days a dissenting

shareholder and the corporation do not so agree. then

the corporation. within thirty days after receipt of written dema nd from any dissenting shareholder, given

within sixty days after the date on which such corporate

action was effected. shall. or at its election at any time

within such period of sixty days may. file a petition in

any court of competent jurisdiction in the county in this

state where the registered office of the corporation is located praying that the fair value of such shares be found

and determined. If. in the case of a merger or consolidation. the surviving or new corporation is a foreign corporation without a registered office in this state. such

petition shall be filed in the county where the registered

office of the domestic corporation was last located. If the

corporation shall fail to institute the proceeding as

herein provided. any dissenting shareholder may do so in

the name of the corporation. All dissenting shareholders.

wherever residing. shall be made parties to the proceeding as an action against their shares quasi in rem. A

copy of the petition shall be served on each dissenting

shareholder who is a resident of this state and shall be

served by registered or certified mail on each dissenting

shareholder who is a nonresident. Service on nonresidents shall also be made by publication as provided by

law. The jurisdiction of the court shall be plenary and

exclusive. All shareholders who are parties to the proceeding shall be entitled to judgment against the corporation for the amount of the fair value of their shares.

The court may. if it so elects, appoint one or more persons as appraisers to receive evidence and recommend a

decision on the question of fair value. Th~praisers

rritle 23A RCW-p 29)
Title 13A RCW: Washington Business Corporation Act

rntle 23A RCW-p 301

23A.28.150

23A.28.160

23A.28.170

23A.28.IIO

23A.28.120

23A.28.125

23A.28.180

23A.28.190

23A.28.200

23A.28.210

23A.28.220

23A.28.230

23A.28.240

23A.28.070 Revocation of voluntary dissolution proceedings by consent of shareholders.

23A.28.080 Revocation of voluntary dissolution proceedings by act .

of corporation.

23A.2g.090 Filing of statement of revocation of voluntary dissolution proceedings.

23A.28.IOO Effect of statement of revocation or voluntary dissolution proceedings.

Articles of dissolution.

Filing of articles of dissolution.

Administrative dissolution by secretary of state--

Conditions--Notice-Certificate of administrative dissolution.

23A.28.127 Reinstatement after administrative dissolution.

23A.28.129 Significant business transactions--Violalion of chapter 23A.50 RCW--Revocation of certificate of

authority.

23A.28.130 Involuntary dissolution by decree of superior court.

23A.28.135 Reinstatement following expiration of corporate

duration.

23A.28.141 Application and license fees for reinstatement or

extension.

Venue and process.

Bankruptcy rules shall apply to dissolution.

Jurisdiction of court to liquidate assets and business of

corporation.

Procedure in liquidation of corporation by court.

Qualifications of receivers.

Filing of claims in liquidation proceedings.

Discontinuance of liquidation proceedings.

Decree of involuntary dissolution.

Filing of decree of dissolution.

Deposit with state treasurer of amount due certain ,if.,',:'

shareholders. 'II

23A.28.250 Survival of remedy after dissolution. I

23A.28.010 Voluntary dissolution by incorporaton..;

(Effective until July I, 1990.) A corporation which has ':~

not commenced business and which has not issued any C

shares. may be voluntarily dissolved by its incorporators. :dI

at any time in the following manner: ' .'rt'I

( 1) Articles of dissolution shall be executed in dupli- ~:.

cate by a majority of the incorporators. and shall set .f..'

forth: !.

(a) The name of the corporation.:

(b) The date of issuance of its certificate of:

incorporation. •

(c) That none of its shares has been issued.

(d) That the corporation has not commenced business.

(e) That the amount. if any. actually paid in on subscriptions for its shares. less any part thereof disburs~

for necessary expenses. has been returned to those enutied thereto. '

(f) That no debts of the corporation remain unpaid.

(g) That a majority of the incorporators elect that the.

corporation be dissolved. .

(h) If a copy of any revenue clearance form under

chapter 82.32 RCW is issued. it shall be attached to the

articles of dissolution.

(2) Duplicate originals of the articles of dissolution

shall be delivered to the secretary of state. If the secretary of state finds that the articles of dissolution conform to law. the secretary of state shall. when all

requirements have been met as in this title prescribed:

(a) Endorse on each of such originals the word

. Filed," and the effective date of the filing thereof.

(b) File one of such originals in the secretary of

state's office.

Chapter 23A.28

DISSOLUTIOl'i

Voluntary dissolution by incorpor ar.vVoluntary dissolution by consent ot .r

Voluntary dissolution by act of cor rvr . .' L

Filing of statement of intent 10 d",ol' c

Effect of statement of intent to dl>....lI. ( .-'

Procedure after filing of statement .11 :r:r" ,',~·.r

13A.14.040

Sections

23A.28.010

23A.28.020

23A.28.030

23A.28.040

23A.28.050

23A.28.060

shall have such power and authority as shall be specified

in the order of their appointment or an amendment

thereof. The judgment shall be payable only upon and

concurrently with the surrender to the corporation of the

certificate or certificates representing such shares. Upon

payment of the judgment. the dissenting shareholder

shall cease to have any interest in such shares.

The judgment shall include an allowance for interest

at such rate as the court may find to be fair and equitable in all the circumstances. from the date on which the

vote was taken on the proposed corporate action to the

date of payment.

The costs and expenses of any such proceeding shall

be determined by the court and shall be assessed against

the corporation. but all or any part of such costs and

expenses may be apportioned and assessed as the court

may deem equitable against any or all of the drssenung

shareholders who are parties to the proceeding III ... hom

the corporation shall have made an offer 10 pa lor I he

shares if the court shall find that the action llf such

shareholders in failing to accept such offer "'3' JrbltrJr~

or vexatious or not in good faith. Such expenve-, ,hall

include reasonable compensation for and reasonable evpenses of the appraisers. but shall exclude the Icc, and

expenses of counsel for and experts ernplovcd l'n anv

party; but if the fair value of the shares a, dct errmned

materially exceeds the amount which the corpor.i uon offered to pay therefor. or if no offer was made. t he court

in its discretion may award to any shareholder ...ho " a

party to the proceeding such sum as the court mJ \ determine to be reasonable compensation to a nv evpcrt or

experts employed by the shareholder in the pr oceedrng

Within twenty days after demanding payment li:w'hls

shares. each shareholder demanding payment ,hJII -ubmit the certificate or certificates representing hi' certificated shares to the corporation for notation t ne r eon thaI

such demand has been made. His failure II) d,l ....1 vha ll,

at the option of the corporation. terminate hi, rl(lhh under this section unless a court of competenr um-drcuon.

for good and sufficient cause shown. shall ,lther"'.,e drrect. If shares represented by a certificate ,In ... hl...h notation has been so made shall be transter red e.hh ne'"

certificate issued therefor shall bear simli.H not.. non, together with the name of the original d",er.llnjl h"lder of

such shares. and a transferee of such sh..re, ,hJII "':4u1re

by such transfer no rights in the corpor auoe .u her th..n

those which the original dissenting sh3rehlli,jcr hJd ,J fter

making demand for payment of the rJI~ ',Jlue t ner eot

[1986 c 35 § 61; 1985 c 290 § 14; 19~4. ,,~.u :4",

c 53 § 83.]
Dissolution

•

(c) Issue a certificate of dissolution to which the other

original shall be affixed. .

The certificate of dissolution. together with the duplicate original of the articles of dissolution affixed thereto

by the secretary of state. shall be returned to the incorporators or their representatives. Upon the issuance of

such certificate of dissolution by the secretary of state.

the existence of the corporation shall cease. [1982 c 35 §

29; 1979 c 16 § 45; 1977 ex.s, c 193 § 14; 1965 c 53 §

84.]

Inteat----Senrability-Effec:tife c1ates--Application--1982

e 35: See notes following RCW 43.07.160.

13A.18.020 Voluntary dissolution by consent of

shareholders. (Effectiye until July I, 1990.) A corporation may be voluntarily dissolved by the written consent

of all of its shareholders.

Upon the execution of such written consent. a statement of intent to dissolve shall be executed in duplicate

by the corporation by one of its officers. which statement

shall set forth:

(1) The name of the corporation;

(2) The names and respective addresses of its officers;

(3) The names and respective addresses of its

directors;

(4) A copy of the written consent presented to all

shareholders of the corporation; and

(5) A statement that such written consent has been

signed by all shareholders of the corporation or signed in

their names by their attorneys thereunto duly authorized. [1982 c 35 § 30; 1977 ex.s. c 193 § 15; 1965 c 53 §

85.]

latelIt---8nerability-Effec:tife c1ates--Application--I982

e 35: See notes following RCW 43.07.160.

Uuutborized signature on document filed with seCretary ofstatePenalty: RCW 2JA.44.010.

13A.18.030 Voluntary dissolution by act of corporation. (Effectiye until July I, 1990.) A corporation may

be dissolved by the act of the corporation. when authorized in the following manner:

(1) 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 shareholders. which may be

either an annual or a special meeting.

(2) Written notice shall be given to each shareholder

of record entitled to vote at such meeting within the time

and in the manner provided in this title for the giving of

notice of meetings of shareholders. and. whether the

meeting be an annual or special meeting. shall state that

the purpose. or one of the purposes. of such meeting is to

consider the advisability of dissolving the corporation.

(3) At such meeting a vote of shareholders entitled to

vote thereat shall be taken on a resolution to dissolve the

COrporation. Such resolution shall be adopted upon receiving the affirmative vote of the holders of two-thirds

of the shares of the corporation entitled to vote thereon.

unless any class of shares is entitled to vote thereon as a

class, in which event the resolution shall be adopted

upon receiving the affirmative vote of the holders of

(1919 Ed.)

13A.18.060

two-thirds of the shares of each class of shares entitled

to vote thereon as a class and of the total shares entitled

to vote thereon.

(4) Upon the adoption of such resolution. a statement

of intent to dissolve shall be executed in duplicate ~] the

corporation by one of its officers. which statement shall

set forth:

(a) The name of the corporation.

(b) The names and respective addresses of its officers.

(c) The names and respective addresses of its

directors.

(d) A copy of the resolution adopted by the shareholders authorizing the dissolution of the corporation.

(e) The number of shares outstanding. and. if the

shares of any class are entitled to vote as a class. the

designation and number of outstanding shares of each

such class.

(f) The number of shares voted for and against the

resolution. respectively. and. if the shares of any class

are entitled to vote as a class. the number of shares of

each such class voted for and against the resolution. respectively. [1982 c 35 § 31; 1977 ex.s. c 193 § 16; 1965

c 53 § 86.]

Intent----Seferability-Effec:tife c1at_Applicat~I982

e 35: See notes following RCW 43.07.160.

13A.18.040 Filing of statement of intent to dissebe.

(Effectiye until July I, 1990.) Duplicate originals of the

statement of intent to dissolve. whether by consent of

shareholders or by act of the corporation. shall be delivered to the secretary of state. If the secretary of:state

finds that such statement conforms to law. the secretary

of state shall. when all requirements have been met-as in

this title prescribed: ...

(I) Endorse on each of such originals the 'word

•Filed." and the effective date of the filing thereof. '

(2) File one of such originals in the secretary of state's

office.

(3) Return the other original to the corporation or its

representative. [1982 c 35 § 32; 1977 ex.s. c 193 § 17;

1965 c 53 § 87.]

Intent---8nerability-Effec:tife c1ates--Applic.~1982

e 35: See nOlCS following RCW 43.07.160.

13A.18.0S0 Effect of statement of intent to dissolYe.

(Effectiye until July I, 1990.) Upon the filing by the secretary of state of a statement of intent to dissolve.

whether by consent of shareholders or by act of the corporation. the corporation shall cease to carryon its business, except insofar as may be necessary for the winding

up thereof. but its corporate existence shall continue until a certificate of dissolution has been issued by the secretary of state or until a decree dissolving the

corporation has been entered by a court of competent

jurisdiction as in this title provided. [1965 c 53 § 88.]

23A.18.060 Procedure after filing of statement of intent to dissolve. (Effective until July I, 1990.) After the

filing by the secretary of state of a statement of intent to

dissolve:

rrltle 23A RCW-p 311
''"t

.~

-.."....

.:

lateat----8eYerability--Errecti.e dales-Applicali_I982

c 35: See notes following RCW 43.07.160,

23A.28.090 Filing of statement of revecatien of ~oluntary dissolution proceedings. (Effecti~e until July 1,

1990.) Duplicate originals of the statement of revocation

of voluntary dissolution proceedings, whether by consent

of shareholders or by act of the corporation, shall be

delivered to the secretary of state. If the secretary of

state finds that such statement conforms to law, the secretary of state shall. when all fees have been paid as in

this title prescribed:

(1) Endorse on each of such originals the word

• Filed," and the effective date of the filing thereof.

(2) File one of such originals in the secretary of state's

office.

(3) Return the other original to the corporation or its

representative. [1982c 35 § 36; 1977 ex.s, c 193 § 20;

1965 c 53 § 92.]

be revoked. and directing that the question ef such revocation be submitted to a vote at a special meeting of

shareholders.

(2) Written 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 shareholder of record entitled to

vote at such meeting within the time and in the manner

provided in this title for the giving of notice of special

meetings of shareholders.

(3) At such meeting a vote of the shareholders entitled to vote thereat shall be taken on a resolution to revoke the voluntary dissolution proceedings, which shall

require for its adoption the affirmative vote of the holders of two-thirds of the shares entitled to vote thereon.

(4) Upon the adoption of such resolution. statement

of revocation of voluntary dissolution proceedings shall

be executed in duplicate by the corporation by one of its

officers. which statement shall set forth:

(a) The name of the corporation.

(b) The names and respective addresses of its officers.

(c) The names and respective addresses of its

directors.

(d) A copy of the resolution adopted by the shareholders revoking the voluntary dissolution proceedings.

(e) The number of shares outstanding.

(f) The number of shares voted for and against the

resolution, respectively. [1982 c 35 § 35; 1977 ex.s, c

193 § 19; 1965 c 53 § 91.)

Z3A.28.060 Title Z3A RCW: Washington Business Corporation Act

laleat----8eYerabllity--Errecti.e dates-Appliuti_I982

e 35: See notes following RCW 43.07.160.

lateat----8eYerability--Errecti.e dates-Applicalion--I982

e 35: See notes following RCW 43.07.160.

Unauthorized signature on document filed with secretary of statePenalty: RCW 2JA.44.010.

(I) The corporation shall immediately cause notice

thereof to be mailed to each known creditor of the corporation. and to the department of revenue.

(2) The corporation shall proceed to collect its assets,

convey and dispose of such of its properties as are not to

be distributed in kind to its shareholders. pay. satisfy

and discharge its liabilities and obligations and do all

other acts required to liquidate its business and affairs.

and. after paying or adequately providing for the payment of all its obligations, distribute the remainder of its

assets, either in cash or in kind, among its shareholders

according to their respective rights and interests.

(3) The corporation. at any time during the liquidation of its business and affairs. may make application to

a court of competent jurisdiction within the state and

judicial subdivision in which the registered office or

principal place of business of the corporation is situated,

to have the liquidation continued under the supervision

of the court as provided in this title. [1982 c 35 § 33;

1965 c 53 § 89.]

Z3A.28.070 Revocation of ~oluntary dissolution proceedingsby consent of shareholders. (Effective until

July 1. 1990.) By the written consent of all of its shareholders. a corporation may. at any time prior to the issuance of a certificate of dissolution by the secretary of

state. revoke voluntary dissolution proceedings theretofore taken, in the following manner: Inlenl-Se.erabilily--Errecti.e dales-Applicali_I982 Upon the execution of such written consent, a state- c 35: See notes following RCW 43.07.160.

ment of revocation of voluntary dissolution proceedings -_~.

shall be executed in duplicate by the corporation by one

of its officers, which statement shall set forth:

(I) The name of the corporation;

(2) The names and respective addresses of its officers;

(3) The names and respective addresses of its

directors;

(4) A copy of the written consent presented to all

shareholders of the corporation revoking such voluntary

dissolution proceedings; and

(5) A statement that such written consent has been

signed by all shareholders of the corporation or signed in

their names by their attorneys thereunto duly authorized. [1982 c 35 § 34; 1977 ex.s. c 193 § 18; 1965 c 53 §

90.)

Z3A.28.080 Revocatien of ~oluntary dissolution proceedings by act of corporation. (Effective until July 1.

1990.) By the act of the corporation, a corporation may,

at any time prior to the issuance of a certificate of dissolution by the secretary of state. revoke voluntary dissolution proceedings theretofore taken, in the following

manner:

(I) The board of directors shall adopt a resolution~

recommending that the voluntary dissolution proceedings

fTitle 23A RCW-p 321

23A.28.100 Effect of statement of revocatien of veluntary dissolution proceedings. (Effectise until July 1.

1990.) Upon the filing by the secretary of state of a

statement of revocation of voluntary dissolution proceedings. whether by consent of shareholders or by act

of the corporation, the revocation of the voluntary dissolution proceedings shall become effective and the corporation may again carryon its business. [1965 c 53 § 93.)

(1989 Ed:) -
Dissolution

23A.28.110 Articles of dissolution. (Effecti,e until

July I. 1990.) If voluntary dissolution proceedings have

not been revoked. then when all debts. liabilities. and

obligations of the corporation have been paid and discharged. or adequate provision has been made therefor,

and all of the remaining property and assets of the corporation have been distributed to its shareholders, articles of dissolution shall be filed with the secretary of

state. Articles of dissolution shall be executed in duplicate by the corporation by one of its officers and shall

set forth:

(I) The name of the corporation.

(2) That the secretary of state has theretofore filed a

statement of intent to dissolve the corporation, and the

date on which such statement was filed.

(3) That all debts. obligations, and liabilities of the

corporation have been paid and discharged or that adequate provision has been made therefor.

(4) If a copy of any revenue clearance form under

chapter 82.32 RCW is issued. it shall be attached to the

articles of dissolution.

(5) That all the remaining property and assets of the

corporation have been distributed among its shareholders in accordance with their respective rights and

interests.

(6) 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. [1982 c 35 § 37; 1977 ex.s. c 193 § 21: 1965 c 53 §

94.]

lateat--Se'erability-Effec:tin dates-Application-l982

e 35:Sec notes following RCW 43.07.160.

Unauthorized signature on document filed with secretary ofstatePenalty: RCW 23A.44,OIO.

23A.28.1ZU Filing of articles of dissolution. (Effecti'e until July I. 1990.) Duplicate originals of such articles of dissolution shall be delivered to the secretary of

state. If the secretary of state finds that such articles of

dissolution conform to law. the secretary of state shall.

when all requirements have been met as in this title

prescribed:

(I) Endorse on each of such originals the word

• Filed," and the effective date of the filing thereof.

(2) File one of such originals in the secretary of state's

office.

(3) Issue a certificate of dissolution to which the other

original shall be affixed.

The certificate of dissolution, together with the original of the articles of dissolution affixed thereto by the

secretary of state. shall be returned to the representative

of the dissolved corporation. Upon the filing of the articles of dissolution, the existence of the corporation shall

cease. except for the purpose of suits. other proceedings.

and appropriate corporate action by shareholders. directors. and officers as provided in this title. [1982 c 35 §

38; 1977 ex.s. c 193 § 22; 1965 c 53 § 95.)

Iateet-M.ft'IIbility-Effec:tin dates-Application-l982

e 35: Sec notes following RCW 43.07.160.

(1989 Ed.1

23A.28.12S

23A.28.12S Administrati'e dissolution by secretary

of state--Conditions--Notice--Certificate of administrati,e dissolution. (Effecti,e until July I, 1990.)

(1) A domestic corporation shall be administratively

dissolved by the secretary of state upon the ~onditions

prescribed in this section when: -:

(a) The corporation has failed to file the annual report required by this title or to pay the annual license

fee required by this title. and a period of sixty days has

expired since the last day permitted for timely filing or

payment. without the corporation having filed or made

payment of all required fees and penalties:

(b) The corporation has failed for a period of sixty

days to appoint and maintain a registered agent in this

state;

(c) The corporation has failed for sixty days after

change of its registered office or registered agent to file

in the office of the secretary of state a statement of such

change: or

(d) The department of revenue has certified to the

secretary of state that the corporation has failed to file a

tax return and that a period of one year has expired,

since the last day permitted for timely filing. without the

corporation having filed and made payment of all required taxes and penalties.

(2) Prior to dissolving a corporation 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 has no registered agent then such notice may be

given by such 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 with correct postage affixed. The notice shall inform the corporation that the

corporation shall be administratively dissolved at the expiration of sixty days following the date the notice is

deemed to be given. unless the corporation corrects the

delinquency or omission within the sixty-day period.

(3) When a corporation has given cause for administrative dissolution and has failed to correct the delinquency or omission within sixty days following the date

the notice is deemed to have been given as provided in

this section. the secretary of state shall dissolve the corporation by preparing and filing a certificate of administrative dissolution containing a statement that the

corporation has been dissolved and the 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 be

mailed to the corporation's registered agent. If, according to the records of the secretary of state. the corporation has no registered agent, then the copy of the

certificate shall be mailed 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. Upon the filing of the cerUtlcate of

(Title 23A RCW-p 331
Title 23A RCW: Washington Business Corporation Act

____~_I

finds to be contrary to the requirements of RCW 23A-

.08.050. the application. amended application. or supplemental application shall be amended to adopt another

corporate name which is in compliance with RCW 23A-

.08.050. In the event the reinstatement application so

adopts a new corporate name. the articles of incorporation shall be deemed to have been amended to change

the corporation's name to the name so adopted. effective

as of the effective date of the certificate of

reinstatement.

(6) The application shall be authorized by a majority

of the persons who were directors at the time of administrative dissolution. If a sufficient number of the directors of any corporation desiring to apply for

reinstatement are not available by reason of death or

unknown address. the directors of the corporation or

those remaining on the board. even if only one. may

elect successors to such directors. In any case where

there shall be no directors of the corporation available

for the purposes aforesaid. the shareholders may elect a

full board of directors. as provided by the bylaws of the

corporation. and the board shall then elect such officers

as are provided by law. by the articles of incorporation.

or by the bylaws to carryon the business and affairs of

the corporation. A special meeting of the shareholders

for the purposes of electing directors may be called by

any officer, director. or shareholder upon notice given

under RCW 23A.08.260. [1983 c 32 § 2.)

Coastrul:ti_ApplicatiO&--lntent--1983 I: 32: .(I) Sections

2 and 3 of this act shall be construed to apply to all corporations administratively dissolved on or after January I. 1983. and to all corporations whose period of corporate existence expired on or after January

I. 1983.

(2) Any corporalion involuntarily dissolved by the secretary of state,

under the applicable statutory requirements in effect between January

\, 198 \, and December 3\, 1982. may file an application for reinstatement under section 2 of this act not later than December 31. 1984.

(3) Any corporation whose period of duration expired at any time

between July I. 1982. and December 31. 1982. may file an application

for extension under section 2 of this act not later than December 31,

1984.

(4) 11 is the intention of the legislature that this act be applied. construed. and interpreted as a remedial measure 10 permit in appropriate

cases reinstatement or extension which might otherwise have been

foreclosed from January I. 1981. to the effective date of this act [April

18. 1983): [1983 c 32 § 10.) Sections 2 and 3 of 1983 c 32 consist of

the enactment of RCW 23A.28.127 and 23A.28.135. respectively.

23A.28,129 Significant business transactionsViolation of chapter 23A,SO RCW--Revocation of

certificate of authority. (Effective until July I, 1990.) If

a corporation engages in activity in violation of chapter

23A.50 RCW, then the secretary of state shall revoke

the corporation's certificate of incorporation pursuant to

the procedures in RCW 23A.28.125. [1988 c 225 § 3;

1987 2nd ex.s. c 4 § 6.)

Se,enbility--1987 2nd ex.s. I: 4: See RCW 23A.50.900.

23A.28.130 Involuntary dissolution by decree of superior court. (Effective until July I, 1990,) A corporation may be dissolved involuntarily by a decree of the

superior court in an action filed by the attorney general

when it is established that:

(1989 Ed.)-

23A.28.125

23A.28.127 Reinstatement after administrative dissolution. (Effective until July I, 1990.) (I) A corporation

administratively dissolved under RCW 23A.28.125 may

apply to the secretary of state for reinstatement within

two years after the effective date of dissolution. An application filed within such two-year period may be

amended or supplemented and any such amendment or

supplement shall be effective as of the date of origi!l~1

filing. The application filed under this section shaU*

filed under and by authority of those persons authorized

to so act by subsection (6) of this section.

(2) The application shall:

(a) Recite the name of the corporation at the time of

dissolution. and the effective date of its administrative

dissolution;

(b) Provide an explanation to show that the grounds

for administrative dissolution either did not exist or have

been eliminated;

(c) State the name of the corporation (which may be

reserved under RCW 23A.08.060);

(d) Appoint a registered agent and state the registered

office address under RCW 23A.08.090; 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 administrative dissolution, 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 administrative dissolution. The corporate existence shall be deemed to have

continued without interruption from that date.

(5) In the event the application for reinstat~t

states a corporate name which the secretary of~e

rtltle 23A RCW-p 341

Coash'UCt~Application----lntent--1983 c 32: See note following RCW 23A.28.127.

latent---Se9enbility--Effecti~e dates---Applicati_1982

c 3!: See notes following RCW 43.07.160.

Effectiye clate-I980.1: 99: See note following RCW 13A.40.032.

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 person or corporation after the

dissolution.

(4) 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 earliest date on

which dissolution may occur, and the action necessary to

cure the delinquency or omission prior to dissolution.

(5) Prior to such dissolution the corporation's existence will not be affected nor will any of its rights. duties and obligations be impaired. except as otherwise

provided in RCW 23A.44.120. [1983 c 32 § I; 1982 c 35

§ 39; 1980 c 99 § 10.)
Dissolution 23A.18.ISO

•

•

(I) 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. [1982 c 35 § 40;

1969 ex.s. c 92 § I; 1965 c 53 § 96.]

latftlt---seterabiliry-EffediYe dat_Application--1982

e 35: Sec notes following RCW 43.07.160.

23A.18.13S Reinstatement following expiration of

corporate duration. (Effecti,e until July I, 1990.) (I) A

corporation which has been dissolved by reason of the

expiration of its period of duration may until the later of

December 31, 1985, or any time during the period of

two years following its dissolution amend its articles of

incorporation so as to extend its period of duration.

(2) To achieve the extension authorized by subsection

(I) of this section. the corporation shall file an application for extension. The application may be amended or

supplemented and any such amendment or supplement

shall be effective as of the date of the original application filing. The application to be filed under this section

shall be authorized in the manner set forth in subsection

(6) of this section, and shall be presented to the shareholders for approval in the manner set forth in RCW

23A.I6.020 and 23A.16.030. The application. when so

approved, shall, in addition to the information required

by RCW 23A.16.040:

(a) State the date of the expiration of the period of

corporate duration;

(b) Identify the amended period of duration. which

may be perpetual or for a stated period of years;

(c) State the name of the corporation (which may be

reserved under RCW 23A.08.060);

(d) Appoint a registered agent and state the registered

office address under RCW 23A.08.090; 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 file the application

for extension. prepare and file a certificate of extension

and amendment. and mail a copy of the certificate of

extension and amendment to the corporation.

(4) Extension under this section relates back to and

takes effect as of the date of expiration of the corporation's period of duration. The corporate existence shall

be deemed to have continued without interruption from

that date.

(5) In the event the application for extension states a

corporate name which the secretary of state finds to be

contrary to the requirements of RCW 23A.08.050. the

application. amended application. or supplemental application shall be amended to adopt another corporate

name which is in compliance with RCW 23A.08.050. In

the event the extension application so adopts a new corporate name. the articles of incorporation shall be

deemed to have been amended to change the corporation's name to the name so adopted. effective as of the

effective date of the certificate of extension and

amendment.

(1989 Ed.)

(6) The application shall be authorized by a majority

of the persons who were directors at the time of expiration of the corporation's period of duration. If a sufficient number of the directors of any corporation desiring

to apply for extension are not available by ~son of

death or unknown address, the directors of the corporation or those remaining on the board, even if only one.

may elect successors to such directors. In any case where

there shall be no directors of the corporation available

for the purposes aforesaid. the shareholders may elect a

full board of directors. as provided by the bylaws of the

corporation, and the board shall then elect such officers

as are provided by law. by the articles of incorporation

or by the bylaws to carryon the business and affairs of

the corporation. A special meeting of the shareholders

for the purposes of electing directors may be called by

any officer. director, or shareholder upon notice given in

accordance with RCW 23A.08.260. [1985 c 290 § 15;

1983c32§3.]

CODStrvct~Applica~lntent-I983e 32: See note following RCW 23A.28.127.

23A.28.141 Application and license fees for reinstatement or extension. (Effective until July I, 1990.)

(I) An application processing fee of fifty dollars shall be

charged for an application for reinstatement or for extension under RCW 23A.28.127 and 23A.28.135.

(2) An application processing fee of twenty-five dollars shall be charged for each amendment or supplement

to an application for reinstatement or for extension.

(3) The corporation seeking reinstatement or extension shall pay the full amount of all annual corporation

license fees which would have been assessed for the license years of the period of administrative dissolution or

expiration. had the corporation been in active status,

plus a surcharge of twenty-five percent. and the license

fee for the year of reinstatement or extension.

(4) The penalties herein established shall be in lieu of

any other penalties or interest which could have been

assessed by the secretary of state under the corporation

laws or which. under those laws. would have accrued

during any period of delinquency. dissolution. or expiration of corporate duration. [1983 c 32 § 5.]

COll5tructi_Applicat~lntent-I983 e 32: Sec note following RCW 23A.28.127.

23A.18.ISO Venue and process. (Effecti,e until July

1, 1990.) Every action for the involuntary dissolution of

a corporation shall be commenced by the attorney general in the superior court of the county in which the

registered office of the corporation is situated. Summons

shall issue and be served as in other civil actions. If process is returned not found. the attorney general shall

cause publication to be made as in other civil cases in

some newspaper published in the county where the registered office of the corporation is situated. containing a

notice of the pendency of such action. the title of the

court. the title of the action. and the date on or after

which default may be entered. The attorney general may

include in one notice the names of any number, of.corporations against which actions are then pendingi'n the

(Title 13A RCW-p 351
2JA.28.ISO Title 2JA RCW: Washington Business Corporation Act

J -------------

same court. The attorney general shall cause a copy of

such notice to be mailed to the corporation at its registered office within ten days after the first publication

thereof. The certificate of the attorney general of the

mailing of such notice shall be prima facie evidence'

thereof. Such notice shall be published at least once each

week for two successive weeks. and the first publication

thereof may begin at any time after the summons has

been returned. Unless a corporation shall have been

served with summons. no default shall be taken against

it earlier than thirty days after the first publication of

such notice. [1965 c 53 § 98.]

2JA.28.I60 Bankruptcy rules shall apply to dissolution. (Effective until July I, 1990.) In a proceeding for

dissolution subject to the supervision of the court. all

questions in respect to proof. allowance. payment and

priority of claims shall be governed by the same rules as

are applicable in bankruptcy proceedings under the national bankruptcy act as in force at the time of the dissolution proceedings. [1965 c 53 § 99.)

2JA.28.170 Jurisdiction of court to liquidate assets

and business of corporation. (Effecth'e until July I,

1990.) The superior courts shall have full power to liquidate the assets and business of a corporation:

(I) In an action by a shareholder when it is

established:

(a) That the directors are deadlocked in the management of the corporate affairs and the shareholders are

unable to break the deadlock. and that irreparable injury

to the corporation is being suffered or is threatened b)t'·

reason thereof; or

(b) That the acts of the directors or those in control of

the corporation are illegal. oppressive or fraudulent: or

(c) That the shareholders are deadlocked in voting

power. and have failed. for a period which includes at

least two consecutive annual meeting dates. to elect successors to directors whose terms have expired or would

have expired upon the election of their successors: or

(d) That the corporate assets are being misapplied or

wasted.

(2) In an action by a creditor:

(a) When the claim of the creditor has been reduced

to judgment and an execution thereon 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 which has filed

a statement of intent to dissolve. as provided in this title.

to have its liquidation continued under the supervision of

the court.

(4) When an action has been filed by the attorney

general to dissolve a corporation and it is established

that liquidation of its business and affairs should precede

the entry of a decree of dissolution. (

Proceedings under clause (I). (2) or (3) of this sect~

shall be brought in the county in which the registered

rntle 13.0\ RCW-p 361

office or the principal office of the corporation IS

situated.

It shall not be necessary to make shareholders parties

to any such action or proceeding unless relief is sought

against them personally. (1965 c 53 § 100.]

23A.28.180 Procedure in liquidation of corporation

by court. (Effective until July I, 1990.) In proceedings

to liquidate the assets and business of a corporation the

court shall have power to issue injunctions. to appoint a

receiver or receivers pendente lite. with such powers and

duties as the court. from time to time. may direct. and to

take such other proceedings as may be requisite to preserve the corporate assets wherever situated. and carry

on the business of the corporation until a full hearing

can be had.

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. including all amounts owing to the corporation

by shareholders on account of any unpaid portion of the

consideration for the issuance of shares. 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 assets of the

corporation or the proceeds resulting from a sale. conveyance or other disposition thereof shall be applied to

the expenses of such liquidation and to the payment of

the liabilities and obligations of the corporation. and any

remaining assets or proceeds shall be distributed among

its shareholders according to their respective rights and

interests. 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 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. [1965 c 53 § 101.]

23A.28.190 Qualifications of receivers. (Effective

until July I, 1990.) A receiver shall in all cases be a citizen of the United States or a corporation authorized to

act as receiver. which corporation may be a domestic

corporation or a foreign corporation authorized to transact business in this state. and shall in all cases give such

bond as the court may direct with such sureties as the

court may require. [1965 c 53 § 102.]

(1989 Ed.)

o

o

o
Foreign Corporations Chapter 23A.32

••

23A.28.200 Filing of claims in liquidation proceedings. (Effecth'e until July 1. 199()') In proceedings to

liquidate the assets and ~usiness of a corpo~ation the

court may require all creditors of the corporauon to file

with the clerk of the court or with the receiver. in such

form as the court may prescribe. proofs under oath of

their respective claims. If the court requires the filing of

claims it shall fix a date, which shall be not less than

four months from the date of the order. as the last day

for the filing of claims, and shall prescribe the notice

that shall be given to creditors and claimants of the date

so fixed. Prior to the date so fixed. the court may extend

the time for the filing of claims, Creditors and claimants

failing to file proofs of claim on or before I he d.ate so

fixed may be barred. by order of court. from parucipaiing in the distribution of the assets of the cor porauon.

[1965 c 53 § 103.]

23A.28.210 Discontinuance of liquid.tion proceedings. (Effective until July I, 1990.) The hqu idauon of

the assets and business of a corporation mol\ be discontinued at any time during the liquidauon proceedings

when it is established that cause for huurda uon no

longer exists. In such event the court shall drvrnrv-, the

proceedings and direct the receiver to rcdehv er I,) the

corporation all its remaining propert y and ol \\e 1\ 111165

c 53 § 104.]

assets shall be handled and disbursed as provided in

chapter 63.29 RCW. [1985 c 7 § 85; 1965 c 53 § 107.]

23A.28.2S0 Survival of remedy after dissolution•

(Effective until July 1. 1990.) The dissolution of a corporation either: (I) By the issuance of a certificate of dissolution by the secretary of state. or (2) by a decree of

court, or (3) by expiration of its period of duration shall

not take away or impair any remedy available to or

against such corporation, its directors, officers, or shareholders. for any right or claim existing, or any liability

incurred. prior to such dissolution if action or other proceeding thereon is commenced within two years after the

date of such dissolution. The directors of any such corporation shall hold title to the property of the corporation as trustees for the benefit of its creditors and

shareholders. Any such action or proceeding by or

against the corporation may be prosecuted or defended

by the corporation in its corporate name. The shareholders, directors, and officers shall have power to take

such corporate or other action as shall be appropriate to

protect such remedy. right. or claim. [1983 c 32 § 4;

1982 c 35 § 41; 1980 c 99 § II; 1965 c 53 § 108.]

Construc:tio_Applicati_lntmt--1983 c 32: Sec note following RCW 23.'\.28.127.

Intmt--Se.erability--Effec:ti.e dat_Applicat~I982

c 35: See notes following RCW 43.07.160.

23A.32.073

23A.32.075

23A.32.080

rnlle 2JA RCW-p 37]

23A.32100

23A.32.130

23A.32.14O

23A.32.150

23A.32.160

23A.32.170

23A.32.173

23A.32. J76

23A.32.180

Chapter 23A.32

FOREIGN CORPORATIONS

Admission of foreign corporation.

Powers of foreign corporation.

Corporate name of foreign corporation.

Change of name by foreign corporation.

Application for certificate of authority.

Filing of application for certificate of authority.

Effect of filing application for certificate of authority.

Notice of due date for payment of annual license fee

and filing annual report.

Filing and license fees required.

Annual license fees required--When payable.

Registered office and registered agent of foreign

corporation.

23A.32.090 Change of registered office or registered agent of foreign corporation.

Service of process on foreign corporation.

Amended certificate of authority.

Withdrawal of foreign corporation.

Filing of application for withdrawal.

Revocation of certificate of authority--Notice.

Issuance of certificate of revocation.

Application for reinstatement after revocation.

Application for reinstatement--Fecs.

Application to corporations heretofore authorized to

transact business in this state.

23A.32.19O Transacting business without certificate of authority.

23A.32.200 Significant business transactions--Violation of chapter 23A.50 RCW--Revocation of certificate of

authority.

Doing business wilhoul license a gross misdemeanor: RCW 9.24.040.

False starernenrs, penally for filing: RCW 43.07.2/0.

Foreign corporetions shall nOI be favored as againsl domestic-corporelions: Slale Constitution Art. 12 § 7.

Sections

23A.32.010

23A.32.020

23A.32.030

23A.32.040

23A.32.050

23.'\.32.060

23.'\.32.070

23A.32.072

23A.28.220 Decree of involuntary dissolution. I Erfectite until July 1. 1990.) In proceedings 10 hquidatc the

assets and business of a corporation. when the: ~·,,,t, and

expenses of such proceedings and all debts. "bllgallons

and liabilities of the corporation shall have been raid

and discharged and all of its remaining proJ'Cr1\ .Ind assets distributed to its shareholders or In case 11\ property

and assets are not sufficient to satisfv and divcharge

such costs, expenses, debts and obligauons. .III the property and assets have been applied so far J\ lht\ "III go

to their payment, the court shall enter a decree divsolving the corporation, whereupon the existence ,,' I he corporation shall cease. [1965 c 53 § IO~ I

23A.28.230 Filing of decree of d~~IioL I UfKti,e until July 1. 1990.) In case the ~IIUrt ,hJII enter a

decree dissolving a corporation, it ,holll he: the dU1\ of

the clerk of such court to cause a cerru Icd ,IIf'\ of I he

decree to be filed with the secrerarv ,II -t a t c ,,, fce

sball be charged by the secretary 01 -r.u e I." the rll,ng

thereof. [1965 c 53 § 106.]

23A.28.240 Deposit with state rrnWff'f of 81nOC1J11

.. certain shareholders. (Effectht' _"I hh I. 1"0,1

Upon the voluntary or involuntary dl\,.,lu~,,'" ..1 I ,,"r·

poration, the portion of the asset, d ,,".~":.l hlc III .I

creditor or shareholder who is unknow r .., ,.Inn.'l be

fOUnd. or who is under disability and t he rr .' n•• rer...10

legally competent to receive such d"trtl....... "'· :",nh,n.

lball be reduced to cash and deposited .. ,(" !'Ie -r.n e

treasurer and shall be paid over to ,u~h ,r("',I," ,If

lhareholder or to his legal representauvc ul,,,n rr .• " \.II·

iarae:tory to the state treasurer of his rrgh: t ner ct.: ~.J1d

(1119 Ed.)
23A.31.010 Title 23A RCW: Washington Ikmness Corporation Ad

23A.32.010 Admission of foreign corporation. (Effecti'e until July 1. 1990.) No foreign corporation shall

have the right to transact business in this state until it

shall have procured a certificate of authority so to do

from the secretary of state. No foreign corporation shall

be entitled to procure a certificate of authority under

this title to transact in this state any business which a

corporation organized under this title is not permitted to

transact. A foreign corporation shall not be denied a

certificate of authority by reason of the fact that the

laws of the state or country under which such corporation is organized governing its organization and internal

affairs differ from the laws of this state. Except as provided in chapter 23A.50 RCW. nothing in this title contained shall be construed to authorize this state to

regulate the organization or the internal affairs of such

corporation.

Without excluding other activities which may not

constitute transacting business in this state, a foreign

corporation shall not be considered to be transacting

business in this state, for the purposes of this title, by

reason of carrying on in this state anyone 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 shareholders

or carrying on other activities concerning its internal

affairs.

(3) Maintaining bank accounts.

(4) Maintaining offices or agencies for the transfer.

exchange and registration of its securities, or appointing

and maintaining trustees or depositaries with relation to

its securities.

(5) Effecting sales through independent contractors.

(6) 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.

(7) Creating as borrower or lender, or acquiring, indebtedness or mortgages or other security interests in

real or personal property.

(8) Securing or collecting debts or enforcing any

rights in property securing the same.

(9) Transacting any business in interstate commerce.

(10) 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. [1988 c

225 § 5; 1987 2nd ex.s. c 4 § 8: 1979 c 16 § 46; 1965 c

53 § 109.]

Se9erability--1987 1Dd n.s. e 4: See RCW 23A.50.900

application pursuant to which such certificate of authority is issued; and, except as in this title otherwise provided. shall be subject to the same duties, restrictions,

penalties and liabilities now or hereafter imposed upon a

domestic corporation of like character. [1965 c 53 §

110.]

Foreign corporations shall not be favored as against domestic corporations: State Constitution Arr. 12 § 7.

23A.32.0JO Corporate name of foreign corporation.

(Effecti,e until July 1, 1990.) No certificate of authority

shall be issued to a foreign corporation unless the corporate name of such corporation:

(I) Shall contain the word "corporation," "company,"

"incorporated," or "limited," or shall contain an abbreviation of one of such words, or such corporation shall,

for use in this state, add at the end of its name one of

such words or an abbreviation thereof.

(2) 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 or that it is authorized or empowered to conduct the business of banking or insurance.

(3) Shall not be the same as, or deceptively similar to,

the name of any domestic corporation existing under the

laws of this state or any foreign corporation authorized

to transact business in this state, any domestic or foreign

limited partnership on file with the secretary, or a name

the exclusive right to which is, at the time, reserved in

the manner provided in this title, or the name of a corporation which has in effect a registration of its name as

provided in this title, except that this provision shall not

-- apply if the foreign corporation applying for a certificate

of authority files with the secretary of state anyone of

the following:

(a) A resolution of its board of directors adopting a

fictitious name for use in transacting business in this

state which fictitious name is not deceptively similar to

the name of any domestic corporation or of any foreign

corporation authorized to transact business in this state,

to the name of a limited partnership on file with the

secretary, or to any name reserved or registered as provided in this title; or

(b) The written consent of the other corporation, limited partnership, or holder of a reserved or registered

name to use the same or deceptively similar name and

one or more words are added to make the name distinguishable from the other name as determined by the

secretary of state; or

(c) A certified copy of a final decree of a court of

competent jurisdiction establishing the prior right ofthe

foreign corporation to the use of the name in this state.

[1987 c 55 § 38; 1979 c 16 § 47; 1967 c 190 § 6; 1965 c

53 § 111.]

,

.~

,...

~t

23A.32.020 Powers of foreign corporation. (Effecti'e until July 1. 1990.) A foreign corporation which shall 23A.32.040 Change of name by foreign corporation.

have received a certificate of authority under this title (Effective until July 1, 1990.) Whenever a foreign corposhall, until a certificate of revocation or of withdrawal ration which is authorized to transact business in this

shall have been issued as provided in this title, enjoy th~( state shall change its name to one under which a certifisame, but no greater, rights and privileges as a domesti~",-,.cate of authority would not be granted to it on applicacorporation organized for the purposes set forth in the tion therefor, the certificate of authority of such o·

------------------.<.'"':..J
Foreign Corporations 23A.32.072

Applicatiort--l989 e 307: See RCW 23.86.900.

Seterability-1986 c 117: See note following RCW BA.04.010.

Constructi_Applicatio_lnttllt-I983 c 32: See note following RCW 23A.28.127. •.

Seterability-I983 c 2: See note following RCW 18.7J.(l30.

lattllt-Seterability-EfJecti,e dates-Applicati_I982

e 35: See notes following RCW 43.07.160.

Unauthorized signature on document filed with secretary ofstatePenalty: RCW 2JA.44.010.

23A.32.072 Notice of due date for payment of aAnual

license fee and filing annual report. (Effecthe until July

I, 1990.) Not less than thirty nor more than ninety days

prior to July 1 of each year or to the expiration date of

any staggered yearly license. the secretary of state shall

mail to each foreign corporation qualified to do business

in this state. by first class mail addressed to its registered office. a notice that its annual license fee must be

paid and its annual report must be filed as required by

this title. and stating that if it shall fail to pay its annual

license fee or to file its annual report its certificate of

authority to transact business within this state may be

revoked. Failure of the secretary of state to mail any

such notice shall not relieve a corporation from ..its obligations to pay the annual license fees and toobtain or

[Title 23A RCW-p 391

Inttllt-Seterability-EfJectin dates-Applieati_I982

c 35: See notes following RCW 43.07.160.

23A.32.060 Filing of application for certificate of

authority. (Effective until July 1. 1990.1 Duplicate originals of the application of the corporation for a certificate of authority shall be delivered to the secretary of

state. together with a copy of the certificate of good

standing. duly authenticated by the proper officer of the

state or country under the laws of which it is

incorpora ted.

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 title prescribed:

(1) Endorse on each of such documents the word

"Filed". and the effective date of the filing thereof.

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

duplicate originals of the application.

(3) Issue a certificate of authority to transact business

in this state to which the other duplicate original application shall be affixed.

The certificate of authority. together with the duplicate original of the application affixed thereto by' the

secretary of state. shall be returned to the corporation or

its representative. [1982 c 35 § 43; 1979 c 16 § 50; 1973

c 89 § 1; 1971 c 22 § 2; 1965 c 53 § 114.]

Inttllt-Seterability--EfJecti,e dates-Applieatioa---:-l982

c 35: See notes following RCW 43.07.160.

23A.32.070 Effect of filing application for certificate

of authority. (Effecti,e until July I, 1990.) Upon the

filing of an application of authority by the secretary of

state. the corporation shall be authorized to transact

business in this state for those purposes set forth in its

application. subject. however. to the right of this state to

suspend or to revoke such authority as provided in this

title. [1982 c 35 § 44; 1965 c 53 § 115.]

corporation shall be suspended and it shall not thereafter

transact any business in this state until it has changed its

name to a name which is available to it under the laws

of this state or has otherwise complied with the provisions of this title. [1979 c 16 § 48; 1965 c 53 § 112.]

23A.32.0S0 Application for certificate of authority.

(Effecti,e until July I, 1990.) A foreign corporation. in

order to procure a certificate of authority to transact

business in this state. shall make application therefor to

the secretary of state. which application shall set forth:

(1) The name of the corporation and the state or

country under the laws of which it is incorporated.

(2) If the name of the corporation does not contain

the word "corporation". "company" .•incorporated". or

"limited", or does not contain an abbreviation of one of

such words. then the name of the corporation with the

word or abbreviation which it elects to add thereto 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) The purpose or purposes of the corporation which

it proposes to pursue in the transaction of business in

this state.

(6) The names and respective addresses of the directors and officers of the corporation.

(7) A statement of the aggregate number of shares

which the corporation has authority to issue. itemized by

classes and series. if any within a class.

(8) 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.

(9) The date of the beginning of its current annual

accounting period.

(10) 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 transact business in this state and

to determine and assess the fees payable as in this title

prescribed.

Such application shall be made in the form prescribed

by the secretary of state and shall be executed in duplicate by the corporation by one of its officers.

Such 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 it is incorporated. [1989

c 307 § 42; 1986 c 117 § 17; 1985 c 290 § 16; 1983 c 32

§ 6; 1983 c 2 § 6. Prior: 1982 c 45 § 3; 1982 c 35 § 42;

1979 c 16 § 49; 1971 c 22 § 1; 1965 c 53 § 113.]

ReYiIer's DOte: RCW 23A.32.050 was both amended and repealed

during the 1989 legislative sessions. each without reference to the

other. It will be decodified, effective July I. 1990. pursuant to RCW

1.12.025.

Legislathe fiading-1989 c 307: See note following RCW

23.86.007.

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23A.32.072 Title 23A RCW: Washington Business Corporation Act

file the annual reports required by this title. [1982 c 35

§ 54.]

Intftll~'erabilily--ErrKli,e dales-Applicalion----I982

e 35: Sec notes following RCW 43.07.160.

23A.32.073 Filing and license fees required. (Effecti,e until July I, 1990.) A foreign corporation doing an

intrastate business or seeking to do an intrastate business

in the state of Washington shall qualify so to do in the

manner prescribed in this title and shall pay for the

privilege of so doing the filing and license fees prescribed

in this title for domestic corporations. including the same

fees as are prescribed in chapter 23A.40 RCW for the

filing of articles of incorporation of a domestic corporation. (1985 c 290 § 17; 1982 c 35 § 45; 1981 c 2JO I.

1979 c 16 § 51.]

Intftll~enbility--ErrKlite dales-Applicali_ 1'"'2

e 35: Sec notes following RCW 43.07.160.

Doing business without a license a gross misdemeanor: RC" ~:~ I~"

23A.32.075 Annual license fees required-\\ hen

payable. (Effecti,e until July I, 1990.1 All foreign corporations doing intrastate business. or hereafter ,edln!!

to do intrastate business in this state shall pav f,'r the

privilege of doing such intrastate business in lh" vt atc

the same fees as are prescribed for domestic corporauon-,

for annual license fees. All license fees sha II be paid on

or before the first day of July of each and everv \ ea r or

on the annual license expiration date as the secrct.rr v "I

state may establish under this title. [1985 c 2QO § I ~.

1982 c 35 § 46; 1981 c 230 § 2; 1979 c 16 § ~2 I

Intftll~enbility--ErrKlhe dates-Applical~ I.~}

e 35: See notes following RCW 43.07.160. .

Doing business without a license a gross misdemeanor: RC" oJ:~ '~I/

23A.32.080 Registered office and registered .It'II' or

foreign corporation. (Effectbe until July 1. 1CJCJO. I b ch

foreign corporation authorized to transact buvinev In

this state shall have and continuously rnarnt.un In lh.,

state:

(1) A registered office which may be. bUI need n_ll be.

the same as its place of business in this state The re'",·

tered office shall be at a specific geograph« ',"-.tl,"n In

this state, and be identified by number. II .1 n, .1 nJ

street. building address, or rural route, or. If J "ammonh

known street or rural route address does nil' C\ ,,! ~, Ie

gal description. A registered office may n01 he ".lent tl,cJ

by post office box number or other nongeoe- .lpn,\. .1d

dress. For purposes of communicating b\ rn.r-. : ne ~\.

retary of state may permit the use of .1 f"o"t .,"",(

address to be used in conjunction with the rell"ter'" ..I

fice address if the corporation also maintain' .,n ',,(' :n,'

specific geographic address of the registered dll,\. (' '" ner r

personal service of process may be made.

(2) A registered agent, which agent mav he (',th('1 .1n

individual resident in this state whose busme-, . ,! ~"c "

identical with such registered office. or a d"I~1l":', ,. 'I

potation, or a foreign corporation authorized t.' II.I n",,:

business in this state, having a business office 'llert " ...,

with such registered office. A registered agent ,hJ~

be appointed without having given prior written \."n~n:

mtle 23A RCW--1l401

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.

No foreign corporation authorized to transact business

in Washington 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 § 47;

1971 c 22 § 3; 1965 c 53 § 116.]

Intent--Senrability--ErrKti'e c1ates--Applicati_I982

c 35: Sec notes following RCW 43.07.160.

Revocation of certificate of authority-Failure to appoint and mainlain a registered office or registered agent: RCW 2JA.J2./60.

23A.32.090 Change of registered office or registered

agent of foreign corporation. (Effective until July I,

1990.) A foreign corporation authorized to transact

business in this state may change its registered office or

change its registered agent, or both. upon filing in the

office of the secretary of state a statement setting forth:

(I) The name of the corporation.

(2) If the address of its registered office is to be

changed, the address to which the registered office is to

be changed.

(3) If its registered agent is to be changed, the name

of its successor registered agent.

(4) That the address of its registered office and the

address of the business office of its registered agent, as

changed, will be identical.

(5) That such change was authorized by resolution

duly adopted by its board of directors.

Such statement shall be executed in a form prescribed

by the secretary of state 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 title. 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 appomtment of a new registered agent. or both. as the case

ma y be, shall become effective upon filing unless a later

date is specified.

Any registered agent of a foreign corporation may revrgn as such agent upon filing a written notice thereof,

executed in duplicate. with the secretary of state. who

vhall forthwith mail a copy thereof to the secretary of

I he corporation at its principal office as shown on the

records of the secretary of state. The appointment of

-uch agent shall terminate upon the expiration of thirty

da vs after receipt of such notice by the secretary of

-ratc.

If a registered agent changes his or its business address to another place within the state, he or it may

change such address and the address of the registered

(f989 Ed.)

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Foreign Corporations 23A.32.ISO

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office of any corporation of which he or it is a registered

agent by liIing a statement as required by this section.

except that it need be signed only by the registered

agent. it need not be responsive to subsections (3) or (5)

of this section. and it must recite that a copy of the

statement has been mailed to the secretary of the corporation. [1986 c 117 § 18; 1982 c 35 § 48; 1979 c 16 §

54; '1965 c 53 § 117.]

Snerability--1986 e 117: See note following RCW 23A.04.010.

latftlt--Seterabilih'--Effec:titt dates--Applic:ation-1982

c 35: See notes following RCW 43.07.160.

Revocation or certificate of authority-Failure 10 file statement of

change of registered office or registered agent: RCW 2JA.J2.l60.

Unauthorized signature on document filed wilh secretsry of slalcPenalty: RCW 2JA.44.010.

23A.32.100 Service of process on foreign corporation. (Effective until July I, 1990.) The registered agent

so appointed by a foreign corporation authorized to

transact business in this state shall be an agent of such

corporation upon whom any process. notice or demand

required or permitted by law to be served upon the corporation may be served.

Whenever a foreign corporation authorized to transact

business 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

at its principal office as shown on the records of the secretary of state. Any service so had on the secretary of

state shall be returnable in not less than thirty days.

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. requi.red or

permitted by law to be served upon a corporation In any

other manner now or hereafter permitted by law. [1986

c 117 § 19; 1982 c 35 § 49; 1965 c 53 § 118.]

Snerability--1986 c 117: See note following RCW 23A.04.010.

lateat--se.erability--Effec:titt dates--Application-l982

c 35: See notes following RCW 43.07.160.

Commencemenr of sctions: Chepter 4.28 RC"'.

23A.32.130 Amended certificate of authority. (Effective until July I, 1990.) A foreign corporation authorized to transact business in this state shall procure an

amended certificate of authority in the event it changes

(1989 Ed.)

(a) its corporate name. or (b) the period of its duration.

or (c) the state or country of its incorporation. by making application therefor to the secretary of state within

sixty days of such change.

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.

[1986 c 117 § 22; 1965 c 53 § 121.)

Settrability--I986 c 117: See note following RCW 23A.04.010.

23A.32.140 Withdrawal of foreign corporation.

(Effective until July I, 1990.) A foreign corporation

authorized to transact business in this state may withdraw from this state upon procuring from the secretary

of state a certificate of withdrawal. In order to procure

such certificate of withdrawal. such foreign corporation

shall deliver to the secretary of state an application for

withdrawal. which shall set forth:

(I) The name of the corporation and the state or

country under the laws of which it is incorporated.

(2) That the corporation is not transacting business in

this state.

(3) That the corporation surrenders its authority to

transact business 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

transact business in this state may thereafter be made on

such corporation by service thereof on the secretary of

state.

(5) 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.

(6) Such additional information as may be necessary

or appropriate in order to enable the secretary of state to

determine and assess any unpaid fees payable by the

foreign corporation under this title.

(7) If a copy of a -revenue clearance form under chapter 82.32 RCW is issued. it shall be attached to the application for withdrawal.

The application for withdrawal shall be made in the

form prescribed 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. [1985 c 290 § 19; 1982 c 35

§ 50; 1979 c 16 § 55; 1965 c 53 § 122.]

Intent--Seterability--Effec:titt dates--Applic:ation-l982

c 35: Sec notes following RCW 43.07.160.

23A.32.1 SO Filing of application for withdrawal.

(Effective until July I, 1990.) Duplicate originals of such

application for withdrawal shall be delivered to the secretary of state. If the secretary of state finds that such

application conforms to the provisions of this title. the

[Titlt 2JA RCW-p 41)
DA.32.150 Title 23A RCW: Washington Business Corporation Act

f .

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23A.32.170 Issuance of. certificate of revocation.

(Effective until July I, 1990.) When a corporation has

given cause for revocation and has failed to correct. the

delinquency or omission within sixty days after notice

has been deemed to have been given under RCW 23A-

.32.160. the secretary of state shall revoke the corporation's authority to conduct business in this state.

Upon revoking any such certificate of authority. the

secretary of state shall:

(1) Issue a certificate of revocation in duplicate containing a statement that the corporation's authority to

conduct business is revoked and the reasons for the

revocation;

(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. 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 transact business in this

state shall cease. [1986 c 117 § 24; 1983 c 32 § 8; 1982

-c 35 § 53; 1965 c 53 § 125.J

Sfterabillty-l986 I: 117: See note following RCW 23A.04.010.

(1989 Ed.)

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 has

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 un·

der 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 earliest date on

which revocation may occur. and the action necessary to

cure the delinquency or omission prior to revocation.

(4) The attorney general may take such action

regarding revocation of a certificate of authority as is

provided by RCW 23A.28.130 through 23A.28.250. for

the administrative dissolution of a domestic corporation.

The procedures of RCW 23A.28,150 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 117

§ 23: 1983 c 32 § 7; 1982 c 35 § 52; 1980 c 99 § 12; .

1965 c 53 § 124.]

Seyerability-I986 I: 117: See note following RCW 23A.04.010.

Coastructi_Applicati_lntmt-I983 I: 32: Sec note following RCW 23A.28.127.

Intml---se.erabilily-Effectiye dates--Applicati_I982

·....1:.35: Sec notes following RCW 43.07.160.

Effecthe date--1980 I: 99: Sec note following RCW 23A.40.032.

Change of regislered office or registered agent: RCW 2JA.J2.090.

Registered office and registered agent: RCW 2JAJ2.080.

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idi:5 <J

U :::1-

porat.: '" • businessc;

with suctf .=

be appointee.

23A.32.160 Re,ocation of certificate of authority--Notice. (Effecti,e until July I, 1990.) (1) The

certificate of authority of a foreign corporation to transact business in this state shall be revoked by the secretary of state upon the conditions prescribed in this

section when:

(a) The corporation has failed to pay any fees or penalties prescribed by this title when they have become due

and payable; or

(b) The corporation has failed to file any annual report prescribed by this title. and such omission has extended for a period pf sixty days since the last day for

timely filing; or

(c) The corporation has failed for sixty days to appoint and maintain a registered agent in this state as reo

quired by this title; or

(d) The corporation has failed. for sixty days after

change of its registered office or registered agent. to file

in the office of the secretary of state a statement of such

change as required by this title; or

(e) The corporation has failed to file in the office of

the secretary of state any amendment to its certificate of

authority within the time prescribed by this title; or

(f) A misrepresentation has been made of any material matter in any application. report, affidavit or other

document submitted by such corporation pursuant to

this title; or

(g) The department of revenue has certified to the

secretary of state that the corporation has failed to file a

tax return and that a period of one year has passed since

the last day permitted for timely filing of the return.

without the corporation's having filed the return and

made payment of all applicable taxes and penalties.

-L2) Prior to revoking a certificate of authority under

.. ·'ion. the secretary of state shall

ten notice of the corporation's

>y first class mail, postage prerporation's registered agent. If.

of the secretary of state, the

e a registered agent, the notice

dressed to the corporation at its

.t the address of any officer or

lateat---se.erability-Effectiye dat_Applicati_I982

e 35: Sec notes following RCW 43.07.160.

secretary of state shall. when all fees have been paid as

in this title prescribed:

(I) Endorse on each of such duplicate originals the

word • Filed," and the effective date of the filing thereof.

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

(3) Issue a certificate of withdrawal to which the

other duplicate original shall be affixed.

The certificate of withdrawal. together with the duplicate original of the application for withdrawal 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 transact business in this state shall cease. [1982 c

35 § 51; 1965 c 53 § 123.]
Foreign Corporations 23A.32.190

(2) An application processing fee of twenty-five dollars shall be charged for each amendment or supplement

to an application for reinstatement.

(3) The corporation seeking reinstatement shall pay

the full amount of all annual corporation license fees

that would have been assessed for the license years of

the period of administrative revocation had the corporation been in active status. plus a surcharge of twentyfive percent, and the license fee for the year of

reinstatement.

(4) The charges in this section shall be in lieu of any

other penalties or interest that could have been assessed

by the secretary of state under the corporation laws or

that. under those laws. would have accrued during any

period of delinquency or revocation. [1986 c I 17§ 21.]

St,el'llbility'--1986 c 117: See note following RCW 23A.04.010.

23A.32.180 Application to corporations heretofore

authorized to transact business in this state. (Effecti,e

until July I, 1990.) Foreign corporations which are duly

authorized to transact business in this state at the time

this title takes effect. for a purpose or purposes for

which a corporation might secure such· authority under

this title. shall. subject to the limitations set forth in

their respective certificates of authority. be entitled to all

the rights and privileges applicable to foreign corporations procuring certificates of authority to transact business in this state under this title. and from the time this

title takes effect such corporations shall be subject to all

the limitations. restrictions. liabilities. and duties prescribed herein for foreign corporations procuring certificates of authority to transact business in this state under

this title. (1965 c 53 § 126.] <'

23A.32.190 Transacting business without certificate

of authority. ();'ffecti,e until July I, 1990.) No foreign

corporation transacting business in this state without a

certificate of authority shall be permitted to maintain

any action. suit or proceeding in any court of this state.

until such corporation shall have obtained a certificate

of authority. Nor shall any action. suit or proceeding be

maintained in any court of this state by any successor or

assignee of such corporation on any right. claim or demand arising out of the transaction of business by such

corporation in this state. until a certificate of authority

shall have been obtained by such corporation or by a

corporation which has acquired all or substantially all of

its assets.

The failure of a foreign corporation to obtain a certificate of authority to transact business 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 title upon such corporation

fTitle 23A RCW-p 431

CoastruetioD--Appliati_lntent--1983 c 32: See note following RCW 23A.28.127.

Intent--5eul'llbility--Effecthe dat_Appli~.tion--1982

e 35: Sec notes following RCW 43.07.160.

(1989 Ed.)

23A.32.176 Application for reinstatement--Fees.

(Effective until July I, 1990.) (I) An application processing fee of fifty dollars shall be charged for an application for reinstatement under RCW 23A.32.173.

23A.32.173 Application for reinstatement after revocation. (Effecti,e until July I. 1990.) (I) A corporation

revoked under RCW 23A.32.170 may apply to the secretary of state for reinstatement within two years after

the effective date of revocation. An application filed

within such two-year period may be amended or supplemented and any such amendment or supplement shall be

effective as of the date of original filing. The application

tiled under this section shall be filed under and by authority of an officer of the corporation.

(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 23A.08.060;

(d) Appoint a registered agent and state the registered

office address under RCW 23A.32.080; 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 that the secretary of state finds

to be contrary to the requirements of RCW 23A.32.030.

the application. amended application. or supplemental

application shall be amended to adopt another corporate

name that is in compliance with RCW 23A.32.030. 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. [1986 c I 17 § 20.]

St'fI'IIbility--1986 c 117: See note following RCW 23A.04.010.

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23A.32.190 Title 23A RCW: Washington Business Corporation Act

had it duly applied for and received a certificate of authority to transact business in this state as required by

this title and thereafter filed all reports required by this

title. plus all penalties imposed by this title for failure to

pay such fees. The attorney general shall bring proceed-··

ings to recover all amounts due this state under the provisions of this section. [1965 c 53 § 127.]

Doing business withou! a license a gross misdemeanor: RCW 9.24.040.

Unauthorized signature on document filed wilh secretary ofstale--

Penalty: RCW 23A. 44.010.

23A.32.200 Significant business transactions--

Violation of chapter 23A.SO RCW--Revocation of

certificate of authority. (Effective until July I. 1990.) If

a corporation engages in activity in violation of chapter

23A.50 RCW. then the secretary of state shall revoke

the corporation's certificate of authority pursuant to the

procedures in RCW 23A.32.160. [1988 c 225 § 4; 1987

2nd ex.s. c 4 § 7.]

§e.enbiJity--1987 1nd ex.s. c 4: See RCW 23A.50.900.

Chapter 23A.36

NONADMIITED ORGANIZATIONS

Sections

23A.36.010 Nonadmitted organizations may own and enforce notes

secured by real estate mortgages.

23A.36.020 Nonadmitted organizations may foreclose mortgages.

23A.36.030 By engaging in certain activities nonadmitted organizations are not transacting business.

23A.36.040 Service of process.

23A.36.050 Procedure for service of process.

23A.36.060 Venue.

23A.36.010 Nonadmitted organizations may own and

enforce notes secured by real estate mortgages. (Effective until July I, 1990.) Any corporation. bank. trust

company. mutual savings bank. savings and loan association. national banking association. or other corporation

or association organized and existing under the laws of

the United States or under the laws of any state or territory of the United States other than the state of

Washington (including. without restriction of the generality of the foregoing description. employee pension fund

organizations. charitable foundations. trust funds. or

other funds. foundations or trusts engaged in the investment of moneys. and trustees of such organizations,

foundations, funds or trusts), and which are not admitted to conduct business in the state of Washington under

the provisions of this title, and which are not otherwise

specifically authorized to transact business in this state

(herein collectively referred to as •nonadmitted organizations") may purchase. acquire. hold, sell. assign.

transfer and enforce notes secured by real estate mortgages covering real property situated in this state and

the security interests thereby provided. and may make

commitments to purchase or acquire such notes so secured. [1965 c 53 § 128.]

23A.36.020 Nonadmitted organizations may fore=-'

close mortgages. (Effective until July I, 1990.) Such

rntle 13A RCW-p 44)

nonadmitted organizations shall have the right to foreclose such mortgages under the laws of this state or to

receive voluntary conveyance in lieu of foreclosure. and

in the course of such foreclosure or of such receipt of

conveyance in lieu of foreclosure. to acquire the mortgaged property. and to hold and own such property and

to dispose thereof. Such nonadmitted organizations however. shall not be allowed to hold. own and operate said

property for a period exceeding five years. In the event

said nonadmitted organizations do hold. own and operate said property for a period in excess of five years. it

shall be forthwith required to appoint an agent as reo

quired by RCW 23A.32.080 for foreign corporations

doing business in this state. (1965 c 53 § 129.]

23A.36.030 By engaging in certain activities nonadmitted organizations are not transacting business. (Ef·

fecrive until July I, 1990.) The activities authorized by

RCW 23A.36.010 and 23A.36.020. by such nonadmitted

organizations shall not constitute •transacting business"

within the meaning of chapter 23A.32 RCW. [1979 c 16

§ 56: 1965 c 53 § 130.]

23A.36.040 Service of process. (Effective until July

I, 1990.) In any action in law or equity commenced by

the obligor or obligors. it. his. her or their assignee or

assignees against the said nonadmitted organizations on

the said notes secured by said real estate mortgages

purchased by said nonadmitted organizations. service of

all legal process may be had by serving the secretary of

state of the state of Washington. (1965 c 53 § 131.]

23A.36.0SO Procedure for service of process. (Ef·

fective until July I. 1990.) Duplicate copies of legal process against said nonadmitted organizations shall be

served upon the secretary of state by registered mail. At

the time of service the plaintiff shall pay to the secretary

of state twenty-five dollars taxable as costs in the action

and shall also furnish the secretary of state the home

office address of said nonadmitted organization. The

secretary of state shall forthwith send one of the copies

of process by certified mail to the said nonadmitted organization to its home office. The secretary of state shall

keep a record of the day. month. and year of service

upon the secretary of state of all legal process. No proceedings shall be had against the nonadmitted organization nor shall it be required to appear. plead or answer

until the expiration of forty days after the date of service

upon the secretary of state. [1982 c 35 § 56: 1971 ex.s. c

133 § 2: 1965 c 53 § 132.]

IDlenl~enbilily--Effecli.e dales--Applical~I981

c 35: See notes following RCW 43.07.160.

Commencement of actions: Chapter 4.28 RCW.

Deposit of certain fees recovered under Ihis section in secretary of

srates revolving fund: RCW 43.07.130.

23A.36.060 Venue. (Effective until July 1. 1990.)

Suit upon causes of action arising against the said nonadmitted organizations shall be brought in the county

where the property is situated which is the subject of the

mortgage purchased by the said nonadmitted organizations. If the property covered by the said mortgage is

( 1989 Ed.)

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Fees And Charges 23A.40.0JO

Sections

23A.40.010

23A.40.0IS

23A.40.020

23A.40.0JO

23A.40.032

•

situated in more than one county. venue may be had in

any of said counties where the property lies. [1965 c 53

§ 133.]

Chapter 23A.40

FEES AND CHARGES

Secretary of state to charge and collect.

Fees for services by secretary of slate.

Fees for filing documents and issuing certificates.

Miscellaneous charges.

Initial and annual report-Contents--Filing--

Compliance--Violation--Penalty.

23A.40.03S Notice of due date for payment of annual license fee

and filing annual report.

23A.40.040 Domestics--Fee for filing articles of incorporation

and for first year's license.

23A.40.060 Annual license fee payable by domestic corporations.

23A.40.070 Penalty for nonpayment of annual license fees and failure to complete annual report--Payment of delinquent fees.

23A.40.077 Waiver of penalty fees--Reinstatement to full active

Slatus-Conditions--Procedure.

23A.40.080 Public service companies entitled to deductions.

Auto transportation companies: Chapler 81·.68 RCW.

Banles and trust companies. fees: Chapter 30.08 RCW.

Building corporations. fraternal society members: Chapter 24.24

RCW.

Businesses and professions generally. fees: Titles 18 and 19 RCW.

Compliance with fee requirements prerequisit« 10 court proceedings:

RCW 23A.44.120.

Credit unions, fees: Chapter 3 I. 12 RCW.

Disposition of funds received b.v secretary ofstale: RCW 23A.44. 150.

Doing business without license a gross misdemeanor: RCW 9.24.040.

EJlemption from filing and license fees of building and loan and savings and loan associations: RCW 23A,44. I 10.

Federal water users' association. fees: RCW 90.40.070.

Foreign corporations. other fees: Chsptcr 23A.32 RCW.

Fraternal societies, fees: Chapter 24.20 RCW.

Industrial loan companies. fees: Chapter 31.04 RCW.

Insurance companies. fees: Chapter 48.14 RCW.

Involuntary dissoluuot: for failure 10 pay fees: RCW 23A,28. 130.

Militia. formation of corporsuon-s-s-Fee exemption: RCW 38.40. /30.

Motor freight carriers, fees: Cbepter 81.80 RCW

Nonprofit corporations: Cbepter 24.03 RCW.

Public service companies. fees: Chapter 80.24 RCW.

Revocation of certificate of aUlhorily of foreign corporeuon for Ieilurc

to pay fees: RCW 23A.32. /60.

Savings and loan associations, fees: Chapler 33.28 RCW.

Secretary of stal~ filing fees: RCW 43.07. /20.

Steamboal companies. fees: Chepter 81.84 RCW

Transpo~tion companies generally. fees: Ctispter 8/.24 RCW

Warehousing and deposits: Titles 22 and 62A RCW.

23A.40.010 Secretary of state to charge and collect.

(Effecti'e until July I. 1990.) The secretary of state shall

charge and collect in accordance with the provisions of

this title:

(l) Fees for filing documents and issuing certificates:

(2) Miscellaneous charges;

(3) License fees;

(4) Penalty fees;

(5) Other fees as the secretary of state may establish

by rule adopted under chapter 34.05 RCW. [1982 c 35 §

57; 1965 c 53 § 134.]

(1989 Ed.)

lateat.---se.erability--Efreetifl! d.tft--Applicatioa--l981

e 35: See notes following RCW 43.07.160.

23A.40.01S Fees for services by secretary of state.

See RCW 43.07.120.

23A.40.020 Fees for filing documents and issuing

certificates. (Effecti,e until July I. 1990.) The secretary

of state shall charge and collect for:

(I) Filing articles of amendment or supplemental articles and issuing a certificate of amendment. twentyfive dollars;

(2) Filing restated articles of incorporation. twentyfive dollars;

(3) Filing articles of merger or consolidation and issuing a certificate of merger or consolidation. twentyfive dollars;

(4) Filing an application to reserve a corporate name,

ten dollars;

(5) Filing a notice of transfer of a reserved corporate

name. five dollars;

(6) Filing a statement of change of address of registered office. revocation. resignation. change of registered

agent, affidavit of nonappointment, or any combination

of these. five dollars. A separate fee for filing such

statement shall not be charged if the statement appears

in an amendment to the articles of incorporation or in

conjunction with the filing of the annual report;

(7) Filing a statement of the establishment of a series

of shares. ten dollars;

(8) Filing a statement of cancellation of shares. ten

dollars;

(9) Filing a statement of intent to dissolve. no fee:

(10) Filing a statement of revocation of voluntarY, dissolution proceedings. no fee;

( II) Filing articles of dissolution, no fee;

(12) Filing an application of a foreign corporation for

an amended certificate of authority to transact business

in this state and issuing an amended certificate of authority. twenty-five dollars;

(13) Filing an application for withdrawal of a foreign

corporation and issuing a certificate of withdrawal. no

fee;

(14) Filing an annual report. five dollars. but a separate fee for filing such report shall not be charged for an

annual report filed in conjunction with and part of the

same forms or billing for the annual license renewal;

(15) Filing any other statement or report. ten dollars;

(16) Such other filings as are provided for by this title. [1986 c 117 § 25; 1984 c 75 § 21; 1982 c 35 § 58;

1981 c 230 § 3; 1980 c 99 § 13: 1971 ex.s. c 133 § 3;

1969 ex.s. c 83 § 3; 1967 c 190 § 7; 1965 c 53 § 135.]

~erability--I986 e 117: Sec note following RCW 23A.04.010.

Inteal---5l!ferability--Efreethl! datft--Applicati_I982

c 35: See notes following RCW 43.07.160.

Efreetin date---I980 e 99: See note following RCW 23A.40.032.

23A.40.030 Miscellaneous charges. (Effecti'e until

July I. 1990.) The secretary of state shall charge and

collect from every person or domestic and foreign corporation. except corporations organized under the laws of

rritle 13A RCW--9451
13A.40.0JO Title 13A RCW: Washington Business Corporation Act

this state for which existing law provides a different fee

schedule:

(1) For furnishing a certified copy of any charter

document or any other document. instrument, or paper

relating to a corporation. five dollars for the certificate.

plus twenty cents for each page copied;

(2) For furnishing a certificate. under seal. attesting

to the status of a corporation; or any other certificate.

five dollars;

(3) For furnishing copies of any document. instrument

or paper relating to a corporation. one dollar for the first

page and twenty cents for each page copied thereafter;

(4) At the time of any service of process on him as

agent of a corporation, twenty-five dollars. which

amount 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. [1982 c 35 § 59;

1979 ex.s, c 133 § I; 1971 ex.s. c 133 § 4; 1965 c 53 §

136.)

lateat--se.enbillty--Errecti.e dates--Applic:atioo-l982

e 35: See notes rollowing RCW 43.07.160.

Deposit of certain fees recovered under this section in secretary of

Slate's revolving fund: RCW 43.07.130.

13A.40.032 Initial and annual report--Contents--Filing--Compliance-Violation--Penalty. (Effective until July 1. 1990.) (1) Every domestic

corporation organized under this title on or after July I.

1982. shall file an initial report with the secretary of

state within thirty days of the date its officers are first

elected, containing the information described in subsections (2)(a) through (2)(e) of this section.

(2) In addition. every corporation heretofore or hereafter organized under the laws of the territory or state of

Washington and every foreign corporation authorized to

do business in Washington shall at the time it is required

to pay its annual license fee and at such additional times

as it may elect. file with the secretary of state an annual

report containing, as of the date of execution of the

report:

(a) The name of the corporation and the state or

country under the laws of which it is incorporated.

(b) 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 in the state or country under the laws

of which it is incorporated.

(c) A brief description of the business. if any, which

the corporation is conducting. or. in the case of a foreign

corporation. which the corporation is conducting in this

state.

(d) The address of the principal place of business of

the corporation in the state.

(e) The names and respective addresses of the directors and officers of the corporation.

(3) Every report required by this section shall be executed by an officer or director on behalf of the corporation except that the initial report of a domestic

corporation may be executed by an incorporator. If the

rTide 13A RCW-p 461

secretary of state finds that the annual report substantially conforms to law, the secretary of state shall, when

all the fees have been paid as in this title described. file

the same.

(4) The secretary of state may prescribe, by rule

adopted under chapter 34.05 RCW, the form to be used

to make the annual report. The secretary of state may

provide that correction or updating of information appearing on previous annual filings is sufficient to constitute the current annual filing. [1985 c 290 § 20; 1982 c

35 § 12; 1980 c 99 § 9; 1977 ex.s. c 193 § 3; 1973 c 71 §

I; 1971 ex.s. c 133 § I; 1971 ex.s. c 38 § 6; 1969 ex.s. c

83 § 2; 1967 c 190 § 3; 1965 c 53 § 51. Formerly RCW

23A.08.480.]

lntent-Senrability--Errecti.e dates--Applic:atioo-l982

c 35: See notes following RCW 43.07.160.

Errecti.e date----I980 c 99: 'Sections 9,10.12.13.14.15. and 16

or this 1980 act shall take effect on January I. 1981." (1980 c 99 §

17.1 Section 9 consists or the amendments to RCW 23A.08.480 which

was recodified as RCW 23A.40.032 by 1982 c 35 § 13. section 10 is

codified as RCW 23A.28.125. sections 12 and 13 consist or the

amendments to RCW 23A.32.160 and 23A.40.020, section 14 is codified as RCW 23A.40.035. section 15 consists or the amendments to

RCW 23A.40.070. and section 16 consists or the repeal or RCW

23A.40.075.

23A.40.035 Notice of due date for payment of annual

license fee and filing annual report. (Effective until July

1, 1.990.) Not less than thirty nor more than ninety days

prior to July 1st of each year or to the expiration date of

any staggered yearly license. the secretary of state shall

mail to each domestic corporation, at its registered office

within the state. bv first class mail, a notice that its annual license fee must be paid and its annual report must

be filed as required by this title. and stating that if any

domestic corporation shall fail to pay its annual license

fee or to file its annual report it shall be dissolved and

cease to exist. Failure of the secretary of state to mail

any such notice shall not relieve a corporation from its

obligations to pay the annual license fees and to file the

annual reports required by this title. [1982 c 35 § 60;

1980 c 99 § 14.)

Intent--se.erability--Errecti.e dates--Applicati_1982

c 35: See notes following RCW 43.07.160.

Errecti.e date----l980 e 99: See note following RCW 23A.40.032.

23A.40.040 Domestics-Fee for filing articles of

incorporation and for first year's license. (Effective until

July 1, 1990.) Every domestic corporation, except one for

which existing law provides a different fee schedule.

shall pay for filing of its articles of incorporation and its

first year's license a fee of one hundred seventy-five

dollars. [1985 c 290 § 21; 1982 c 35 § 61; 1977 ex.s. c

193 § 23; 1965 c 53 § 137.)

Intent-MoHability--Errecti.e dat_Applicati_I981

c 35: See notes following RCW 43.07.160.

23A.40.060 Annual license fee payable by domestic

corporations. (Effective until July 1, 1990.) For the

privilege of doing business. every corporation organized

. under the laws of this state. except the corporations for

which existing law provides a different fee schedule,

shall make and file a statement in the form prescribed

(1989 Ed.)

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