# Title**23~** 

# WASHINGTON BUSINESS CORPORATION ACT

Chapters 13A.04 Definitions. 23A.08 Substantiveprovisions. 13A.12 Formationofcorporations. 13A.16 Amendment. 13A.20 Mergerandconsolidation. 23A.24 Sale of assets. 13A.28 Dissolution. 13A.32 Foreigncorporations. 13A.36 Nonadmitted organizations. 23A.40 Fees and charges. 23A.44 Miscellaneous provisions. 13A.50 Certainregulationofsignificantbusiness tnnsactions. 23A.98 Construction.

Rfti!er's DOte: The phrase 'this act' and similar phrases appearing in I96S c S3have been translated to read 'this title'. All sections of 1965eS3are codified herein with the exception of section I which isa codificationdirective and section 168which is an amendment to RCW 4.12.025. Adcnow/edgmentform. corporations:RCW64.08.070.

.Acquisitionofcorporatestock byanothercorporation 10 lessen competilion declaredunlawful--Exceptions--Judicialorder to divest: RCW19.86.060. Actionsby and against public corporations: RCW4.08.110. 4.08. 120. 'Coasti,utionalprovisions.generally: State Constitution Art. 12.
'ionsfor educational. social. religious. fraternal. etc

..purposes: Title24RCW. relating to corporations:Chapter9.24 RCW.
'MIprocedure:RCW10.01.070 through JO.OI. 100. • practice or solicitationprohibited: RCW18.32.675. businesswithout license. grossmisdemeanor: RCW9.24.040. t domain by corporations:Cneptcr8.20 RCW. ''',ements,penalty (or filing:RCW43.07.210.

. Iloan companies:Chapter31.04 RCW. advertisingof.penalty: RCW30.04.260.

" lpecifically authorized to printedand distributed by secoI,,.te: RCW43.07.140.



# .. '. : Title 25 RCW. ',defined: RCW1./6.080.
rervicecorporations: Chspter 18.I()()RCW. 

# ':!bndofsecretary ofstate. deposit ofmoneys for costs ot

OUt secretary o( state's functions under this title: RCW 

# .'

0(: RCW64.04.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. excepta 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 beorganized underthis 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 acorporation are divided. (5) "Subscriber" means one whosubscribes 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. 

### Ifthe articles of incorporation or the bylaws so provide. the board of directors may adopt by resolution a procedure whereby a sharehokierofthe 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) Theclassification ofshareholder 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 thecertification. (7) "Authorized shares" means the shares of all classes which the corporation isauthorized to issue. (8) "Duplicate originals" means two copies. original

or otherwise. each with original signatures. or one original with original signatures andone 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 23ARCW-p I)

### 23A.04.010 Title 13A RCW: Washington BusinessCOrporationAct

Sections 23A.08.010 23A.08.020 23A.08.025 23A.OS.026

-------**~~_-** 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 registeredagent. 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 ofprice--Payment for shares. Expensesoforganization. reorganization and financing. Shares--Representationby certificates permitted--

Contents ofcertificates. Issuance ofclasses 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 ofshareholders. Shareholderpresence-Conferencecalls. Notice ofshareholders' meetings. Action byshareholders without a meeting. Closing oftransferbooks and fixingrecord date. Record ofshareholders entitled to vote. Quorum of shareholders. Voting of shares. Missingshareholders--Representationof at meetings--Voting. Stock transferby married person. Shares issued ortransferred in joint tenancyform--

Presumption--Transferspursuant to direction of survivor. Community property agreements--Transfers of

shares pursuantto direction of surviving spouse. Votingtrust--Agreements. Board ofdirectors. Duties of directors.When action may be taken without meetings of directors or acommittee. Numberand election of directors. Classification of directors. Vacancies. Removal of directors. Quorum of directors. Dissent by directors. Executiveand other committees. Place and notice ofdirectors' or designatedcommittee

meetings--Presence. Distributions to shareholders. Transactionsinvolving interested shareholders. Transactions involving directors and officers. Loans todirectors--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. (Effectiveuntil 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: 'Ifany provision of this act or its application to any 'person or circumstance is held invalid. the remainderof the act or the application of the provision to other persons or circumstances is notaffected.' [1986 c 117 § 27.J

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

e35:Secnotes following RCW 43.07.160. 

### of state has determined the document complies as to form withthe applicable requirements ofthis 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 backto the date on which the secretary of state first received the document in acceptable form. An applicant may request a specific effectivedate no more than thirty days later than the date ofreceipt 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 behalfof 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 adirect or indirect transfer of money or other property (except its own shares) or incurrence ofindebtedness by a corporation to or for the benefitof its shareholders in respect ofany 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. Indemnificationof directors and officers. Indemnificationof agents authorized--Application of

RCW 23A.08.025. 23A.OS.030 Power ofcorporation toacquire its own shares. 1 23A.08.040 Defense of ultra vires. 

# i' 23!-.08.050 Corporate name. 23A.OS:060-Reserved-name-.

- -- .

_

### Substanti,eProrisioos 

# r

; 

## • (I) To have perpetual succession by its corporate

name unless a limited period of duration is stated in its articlesofincorporation. (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. andto usethe same by causing it. or a facsimile thereof. to be impressed or affixed or in any other

mannerreproduced. (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, whereversituated. (5) To sell. convey. mortgage. pledge. lease, exchange. transfer and otherwise dispose of all or any part of its propertyand 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. orotherwisedispose 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 limitedto. any shareholder. any affiliated or unaffiliated individual. domestic or foreign corporation, partnership, association.jointventureor trust) ifsuch guarantee may reasonably be expected to benefit, directly or indirectly, the guarantor corporation. As to the enforceability of the guarantee. the decision ofthe boardofdirectors that the guarantee may be reasonably expected to benefit, directly or indirectly, the guarantor corporation shall be bindinginrespecttotheissue ofbenefit to theguarantor 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 ofincorporation or with the laws ofthis 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 ofdirectors finds will be in aid ofgovernmental 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 managerofany partnership,jointventure, trust. or other enterprise. (18) To cease its corporate activities and surrenderits 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 Indemnificationofdirectors and officers. (Effecti,euntil 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 ofdirector 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 relationshipundertakenby the employeeor 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 benefitplan. (e) 'Party" includes a person who was. is. or is threatened to be, made a nameddefendantor 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) Heconducted himselfin 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

" 

### :-. 

# o

(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 aftera determination that ;iiiiindemnification of the director is permissible in the circumstances because he has met the standard ofconduct
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 ofdirectors 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 counselother 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 thereofby vote as set forth in (a) or (b) ofthis 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 reasonablecauseto believehis conductwas unlawful. The termination ofany 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 ofconduct set forth in this subsection. (3) A corporation shall have power to indemnify any person made a party to any proceeding by or in theright ofthecorporation by reason ofthe fact that he is or was

a director against reasonable expenses actually incurred by him in connection with such proceeding if he conducted himselfin good faith. and: (a) In the case ofconduct in his official capacity with thecorporation. 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 ofany 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 Ifthe 

### 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.c ee**~n~;** a,n . . tion of such counsel. Shares held by directors who are , (b) A co,urt ofappropriate

### J~nsdlctlon. upon appltca- parties to the proceeding shall not be voted on the sub**tlO~** of a director and ,such notice,as the ,court,**sh~ll** re- ject matter under this subsection,

### q~lre**~hall ~ave**  authorityto orderindemnification 10 the (7) Reasonable expenses incurred by a directorwho is fo

### I~wtng circumstances:
, , ,. . party to a proceeding may be paid or reimbursed by the (I) Ifthe court determines a director IS entitled to re- corporation in advance of the final disposition of such**imbur~ement .unde~**  (a),ofth.issubsection.the court shall proceeding:

### ord~r indemnification, 10 which case thedirector shall, be (a) Upon receipt by the corporation of a written unentitled to recover the expenses of securing such reirn- dertaking by or on behalfof the director to repay such bursement; or amount ifit shall ultimately be determined that the di- (ii) 

### Ifthe court

### ,determi~es**tha~** the

### ,directo~ is fairly rector has not met the standard ofconduct 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 (~)**  ofthis 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 spectto 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 

### belimitedto 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 directorof his good faith beliefthat he
court in which the proceeding involving the director's li- has met the standard ofconduct necessary for indemni- .f..1 ability tooKj)lace.**~--~_ficatio.!Lby the-EQ!~ratiol1**  as**auth~rized** in this section, -, 

# -r--- I**-~---~**Substantive Provisions


# •

• 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 underthis subsection may be authorized in the

mannerspecified in subsection (6) ofthis section. (8) Any corporation shall have power to make or agree to any further indemnity. including advance ofexpenses. 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 ofincorporation. 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 ofsuch 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 ofthe 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 ofexpenses. 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 ofthe corporation who are not directors. to such further extent. consistent with law. as
may beprovided 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 ofany person who is. or

was a director. officer. employee. or agent of the corporation or is or was serving at the request ofthe 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 briefdescription 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'fthe
state ofWashington. [1969 ex.s, c 58 

### § 3.] :,'

l

.... 

### 23A.08.030 Power ofcorporation to acquire its',own shares. (Effective until July I, 1990.) (I) A corporation shall have the power to acquire its own shares. AI!

## ,'Orits

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) Ifthe articles ofincorporation 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 ofcancellation: (a) The statement ofcancellation 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 ofacquired shares canceled. itemized by classes and series. (iii) The number of authorized shares. itemized by classes and series. after giving effect to such

cancellation. (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 BusinessCorporationAct



# ..

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..... 

# .:**.~. .~** **.~** 

# '1''''.'\'' :..

.

## .

...' :.



### -,**.~**

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._i**._~.**



### ....,. 

### (ii) File one of such originals in the secretary of state's office. (iii) Return theotheroriginal to the corporation or its representative. (c) Upon the effective date ofthe 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. [1984c 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 corporationshall be invalid by reason ofthe 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 ofcapacity 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. 

### Ifthe 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' 

### thecourt in setting aside and enjoiningthe performance of such contract, but anticipated profits to be derived from the performance of the contract shall not be awarded by thecourtas a loss or damage sustained. (2) 

### In a proceeding bythecorporation, whetheracting 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 Corporatename. (Effectiye until July I, 1990.) (1) 

### Thecorporate name:

(a) Shall contain the word "corporation: "company: "incorporated," or "limited," or shall contain an abbreviation of one ofsuch 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 empoweredtoconductthe business ofbanking or insurance. (c) Shall not be the same as, or deceptively similarto. the nameof any domestic corporation existing under

### lfr(**---~--rnde1JA-RCW-....p-61** 

### laws of this state or any foreign corporation authorized
to transactbusinessin this state, any domestic or foreign limited partnershipon 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 ofstate eitherofthe following: (i) The written
consent of the othercorporation, limited partnership, or holder of a reserved or a registered name to use the

sameor deceptively similarnameand 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 competentjurisdiction 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 statuteof this state. (3) 

### The assumption of a name inviolation 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 ofincorporation 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 othercorporation

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.)Theexclusive rightto the use of acorporatename 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 andintending tochangeits name.:l/

(19891lIL)':.

# oSubstanti'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 behalfofthe applicant. 

### Ifthe secretary of state finds that the name is available for corporate use. the secretary ofstate shall reserve the

same for the exclusive use of the applicant for a period of one hundred and eighty days. Such reservation shall be limitedto one filing and one renewal for a like period. The right to the exclusive use of a specified corporate

nameso reserved may be transferred to any other person

or corporation by filing in the office ofthe secretary of
state. a notice ofsuch transfer. executed by the applicant for whom the name was reserved. and specifying the

name and address ofthe transferee. [1982c 35 

### § 5; 1979 c 16

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

lateat--5eYerability-Effectiye ates--Appliuti_I982

e35:Seenotesfollowing 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 registerits corporate name underthis title. provided its corporate name is not the same as. or deceptively similarto. the name ofanydomestic corporation existing underthe laws of this state. the name ofany 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 reservedor registered underthis 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 officerthereof. setting forth the nameofthecorporation. the stateor territory under the laws ofwhich it is incorporated. the date of its incorporation. a statement that it iscarrying on or doing business. and a briefstatementof 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 ofstate a registration fee intheamount oftwenty 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-1986c 117: Seenorefollowing 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--l986e 117:See notefollowing 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 ofcommunicating 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 ofstate in such form as the**sec~~tary** may prescribe. The written consentshall 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 ofstate. 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 ofthis section. [1982 c 35 

### § 6; 1965 c 53 

### § 12.]

Intent--Senrability-Effectiye**dat_Applicat~1982** e 35: Seenotes following RCW43.07.160. Involuntary dissolution-Failure to appoint and maintain a regis-

,teredoffice orregistered agent: RCW23A.28.130. Registered office and registered agent offoreign corporation: RCW

23A. J2.080.

23A.08.IOO Change ofregistered office or registered' agent. (Effective until July 

### I. 1990.)A corporation may change its registeredoffice or change its registered agent

or both. upon filing in the office of the secretary ofstate in the form prescribed by the secretary of state a statement setting forth: -....-;' (I) The name ofthe corporation.

rritle 23ARCW-p 7) (..23A.08.IOO Title 23A RCW: Washington BusinessCorporationAct 

# I

Seferability--1986c 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 bemade by delivering to and leaving with the secretary ofstate, or with any duly authorized clerk of the corporation department ofthe secretary ofstate'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 ofstate 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 secretaryof
stateunderthis 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 beserved 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 bestated in the articles of incorporation. Any of the designations, preferences, limitations, or relative rights ofany class or series may bemade 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 ofincorporation or in the resolution or resolutions providing for the issue of such shares adopted by the board ofdirectors. 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 ofpreferred 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 ofshares as to the paymentofdividends.

--**---~----(I989-EAt;)--··** 23A.08.1I0 Service ofprocess 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 beserved. 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. Serviceon the secretary ofstate ofany such process, notice, or demand

Intellt---seferability--Effecti.e dates-Applicalion--1982 c 35: See notes following RCW 43.07.160. Change ofregisteredoffice or registeredagent offoreign corporation:

RCW23A.32.090. Invo/unrary dissolution--Failure 10file statement ofchange ofregisteredoffice orregisteredagent: RCW23A.28.130.

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) 

### Ifits registered agent is to bechanged, the name ofits successorregistered agent. (4) That the address of its registered office and the address ofthe business office ofits registered agent, as changed, will beidentical. (5) That such change was authorized by resolution duly adopted by its board ofdirectors. Such statement shall be executed by the corporation by an officerofthecorporation 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 ofthis title the secretary ofstate 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 laterdate 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 ofstate, who shall forthwith mail one copy thereofto the corporation or its representative. The appointment of such agent shall terminateupon the expiration ofthirty days after receipt ofsuch notice by the secretary ofstate. 

### 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 officeofany corporation ofwhich 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 otherclass or classes ofshares upon the voluntary or involuntary liquidation ofthe 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; 

### 1984c 

### 75 

### § 4; 1979

### c 16

### § 8; 1965

### c 53 

### § 15.]**~erability--1986** c 117: See note following Rev.**~3,\ O~.OIO.** 



### 23A.08.IJO Issuanceofshares ofpreferred or special classes in series. (Effective until July I. 1990.1 

### (Il If the articlesof incorporation so provide. the vhare-, or any preferred or special class may bedivided Int" and issued in series. If the shares of any suchclass 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 the ,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) 

### Ifthe 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 ofdirectors shall have authority \<, drvide 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 ofany scrie-, IhJI

... ""holly unissued or to be established. Within the hrnu-, ,tJtcd in the articles of incorporation or the rc,<.lulhJn of the board ofdirectors 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 fbut not below the number of shares of such sene' then outvi.mdingl the number of shares of that sene,

...nd the number of shares constituting the decrease ,h.11 i rc-urne the viaIUS which they had before the adopuon .>1 the re

...,lutlon establishing the series. (3) In order for the board or dircct ••r, to**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 rrr Ir'r".-e' 1hereof. or

so much thereofas shall not be fl\cll .lnll dctcrrruned 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 fileandexecute in the manner !'Ie·cn.tlter pr\l\lded

a statementsetting 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 crnurnng the relative rights and preferences t hereot (c) Thedate ofadoption ofsuch rC,<lIuI',1n

(1989 Ed.) 

### 23A.08.140

(d) That such resolution was duly adopted by the board ofdirectors. (5) Such statement shall be executed in duplicate by the corporation by oneofits officers. and shall be delivered to the secretary of state. If the 

### secretary of state finds that such statement conforms to law. the secretary ofstate 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 effectivedate 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 ofsuch statementby 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 ofthe articles of incorporation. 

### [1984 c 

### 75 

### § 5; 1982 c 

### 35 

### § 9; 1977

ex.s. c 

### 193 

### § 2; 1975 lstex.s. c 

### 264 

### § 5; 1965c 

### 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 thereofset forth in its articles ofincorporation. a corporation may create and issue. whether or not in connection with the issuance and sale of any ofits-shares

or other securities. rights or options entitling theholders 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 ofincorporation. 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 ofshareholders. In the absence offraud in the transaction, thejudgment 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 beorganized shall be in writing and beirrevocable 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

subscription. Unless otherwise provided in the subscription agreement. subscriptions for shares. whether made before or after the organization ofa corporation. shall 

### be paid in full at such time. or in such installments'and at such

[Tille 23ARCW-p

### 91

### Title 13A RCW: Washington BusinessCorporation Act**.~.** 

# c

o
j

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

### Effectiveuntil July I, 1990.)Theofficeror 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 ofthe 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 ofstate. [1979 c 16 

### § 14.]

23A.08.170 Closing of transfer books and fixing record date. (Effective until July 1, 1990.) For the purpose ofdetermining shareholders entitled to notice of or
to vote at any meeting of shareholders or any adjournment thereof. or entitled to receive paymentof 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 noticeofor 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 ofshareholders. When a determination of shareholders entitled to vote at any meeting ofshareholders 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:Seenote 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 iscalled. shall be delivered not Ie" I

### h.aI' 

### 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 1

### he I n·lt

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

mile 13ARCW-p III

§e.erabiUty--I986e 117:Sec note rollowingRCW**:~"** 1\.& 010 

### 13A.08.240

To the extent required to constitute a quorum at any meeting ofthe board ofdirectors during any such emergency. the officers of the corporation who are present shall. unless otherwiseprovided in emergency bylaws, be . deemed. in order ofrank and within the same rank in

... orderofseniority. 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, directoror employee shall be liable for any action taken by him in good faith in such an emergency in furtherance of the ordinary business affairs ofthe 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 

### heldatsuch 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 placeof 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. 

### Ifthe annual meeting is not held w

### IIhm any thirteen-month period the superior court rnav. 

### on the application of any shareholder for a writ of rnanda
### rnus, summarilyorder a meeting to be held. Special meetings of the shareholders may be

### called bv 

### the board ofdirectors. 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, ofincorporation or the bylaws. The right ofshareholderv ofa public company to call a special meeting of ,hare''''''' holders may be limited or denied to the extent prmided 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. (Effectiveuntil July I, 1990.) If the arucle-, ,If In· 

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

### ticipate in a meeting of the shareholders bv 

### mean, 'If 

### .a conference telephone or similar comrnumcauon- C4U1r

### ment 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 ofand the numberof 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 ofthe corporation. Suchrecord shall be producedand kept open at the time and place of the meeting and shall be subject to the inspection ofany shareholderduring the whole time ofthe 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 extentof such damage. [1979 c 16 

### § 15: 1965 c 53 

### § 31.J

23A.08.290 Quorum ofshareholders. 

### (Effectbe until July I, 1990.) (1) A quorum at a meeting of shareholders is constituted by the representation in person or by proxyof: (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 ofshares entitled to vote. (2) 

### Ifa quorum is present. the affirmative vote ofthe 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 ofincorporation or bylaws. [1979 c 16 

### § 16; 1965 c 53 

### § 32.]

23A.08.300 Votingofshares. (Effecti'euntilJuly I, 1990.) Each outstanding share. regardless ofclass. shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders. except as may be otherwiseprovided 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 titletoa majority or otherproportion ofshares shall referto such a majority or other proportion ofvotes entitled to be cast.

Shares held by another corporation if a majority of the shares entitled to vote for the election ofdirectors 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 directorseveryshareholderentitled to vote atsuchelection shall have the right to vote in person or by proxy. the

(1989 Ed.) number ofshares 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 ofsuch directors multiplied by the number of his shares shall equal. or by distributing such votes on the same principle among any number ofsuch 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 ofdirectors 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 beentitled to vote shares held by him without a transfer ofsuch 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 thereofinto his name ifauthority so to do be contained in an appropriate order ofthe 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 ofthe pledgee. and thereafter the pledgee shall be entitled to vote the shares so transferred. ir 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 thereofupon surrender of certificates therefor. such shares shall not beentitled to vote on any matter and shall not bedeemed to be outstanding shares. [1984c 75 

### § 12: 1979 c 16 

### § 17; 1965 c 53 § 33.J •

23A.08.30S Missing shareholders--Representation ofatmeetings:-:--Voting. 

### (EffectbeuntilJuly 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 ofa meeting ofshareholders for a purpose requiring the affirmative vote of the holders of**tw~** thirds ofany class of shares has been given in the manner required by law as nearly as may bedone 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. thecourt 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 23ARCW-p 13) '"23A.08.30S Title 23A RCW: WashingtonBusinessCorporation 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 ofthe 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 

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

23A.08.310 Stock transfer by married person. (Effecti.e until July 

### I. 1990.) Shares ofrecord 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 ofa corporation standing in the name of a married person. shall be paid to such married person, such person's agentor attorney, in the same manner as ifsuch 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 oftheotherspouse. [1986c 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 thedirectionofthe surviving spouseof a deceased husband or wife any share or shares or other securities theretofore issued by the corporation to the deceased or surviving spouseor both ofthem 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 ofsection 2416 Codeof 1881 and RCW 26.16.120 and certified by the auditorofthecounty in this state in whose office the same shall have been recorded: (2) A certifiedcopy of the death certificate of the deceased spouse: (3) A release issued by the inheritance tax division of the departmentofrevenueof this state; and (4) An affidavit ofthe 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 asideor cancel the agreement: and that (c) Theclaims ofcreditors 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 I1.08.160. 

# c



# o

-**~enbility--1973** Ist ex.s, C 154: See note following RCW 2.12.030.

23A.08.320 Shares issued or transferred injoint 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 injoint tenancy form on the books or records of the corporation, it ispresumed 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 ofthe surviving joint tenant or tenants any share or shares or other securities theretofore issued by thecorporation to two or more persons injoint 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 agreementwith 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. ifany, 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 ofthe voting trust agreement deposited with the corporation shall be subject to the samo rightofexamination by a shareholderofthecorporation.

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

------ --- -(1989-Ed.l-----

### Substanti'ePro,isions 13A.08.360

records of the corporation, and shall be subjectto examination by any holder of a beneficial interest in the votingtrust, eitherin person or byagentor attorney, at any reasonabletime for any properpurpose. At any time within sixmonths before the expirationof 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, nominatingthe sameor substitutetrusteeor 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 oftheir 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 ofdirectors. (Effective until July I, 1990.) All corporate powers shall beexercised by or under authority of, and the business and affairs of a corporation shall be managed under the direction of. a board ofdirectors 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 ofdirectors 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

manneras names and addresses ofdirectors 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 incorporationor bylawsmay prescribeotherqualifications for directors. The board ofdirectors 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

e35:Secnotes following RCW 43.07.160.



### 13A.08.343 Duties ofdirectors, (Effecti,euntil 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 mannersuch directorbelieves 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 undersimilarcircumstances. Inperforming 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:

(1989Ed.) 

### (I) Oneor more officers or employees ofthe corporation whom the director believes to be reliable and competent in the matterpresented; (2) 

### Counsel, publicaccountants, orotherpersonsas 

### to matters which the director believes to be 

### withinsuch person's professionalor expertcompetence; or (3) 

### A committeeofthe board upon which thedirector does not serve, duly designated in accordance with a provision in the articles ofincorporation or bylaws, as to matters within itsdesignated authority, which committee the director believes to merit confidence; so long as, in any such case, .the directoracts 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 ofa corporation, or any action which may betaken at a meeting of the directors or of a committee, may betaken without

a meeting if a consentinwriting, settingforth theaction

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 byshareholders without meeting:RCW2JA.08.265. ,',



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

### fectbe until July 

### I, 1990.) The board of directors ofa 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 numberconstituting the initial bbard of . directors, which number shall be fixed by the articles of. incorporation. The numberofdirectors 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 ofdirectors, the number shall be the same as that provided for in the articlesofincorporation. The names and addresses of the members of the first board of directors shall be stated in the articles ofincorporation. Suchpersons shall holdofficeuntil the first annual meetingofshareholders, 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 ofdirectors as permitted by this title. Each director shall hold office forthe term for which he iselected 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

rntle23A**RCW~** 151Title 23A RCW: WashingtOD BusinessCorporation Act

"

# .~ 

# o

1i 

# o 23A.08.395 Dissent by directors. (Effective until July I, 1990.) A directorof acorporation who is present
at a meeting ofits board ofdirectors 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 ofthe 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 thereofor shall forward such dissent by registered mail to the secretary of the corporation immediately after the adjournmentof the meeting. Such right to dissent shall not apply to adirectorwho voted in favor of such action. [1980 c 99 § 6.]**Se9~nbility-1986** c 117: Sec notefollowing RCW 23A,04.010.

- --- -

_ 1l989Ecl.L Se.enbility-1986e 117:Secnotefollowing RCW 23A.04.010

. the absence of a bylaw fixing or providing for the number ofdirectors. 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 ispresentshall 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 ofincorporation

or the bylaws so provide. the board ofdirectors. 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 ofmerger. 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-l986c 117: Sec note followingRCW 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 ofnine or more members. in lieu ofelecting the whole number ofdirectors annually. the articles of incorporation may provide that the directors be divided intoeithertwo or threeclasses, eachclassto be as nearly equal in number as possible, the term ofoffice ofdirectors ofthe first class to expire at the first annual meeting of shareholders after their election. that of the secondclassto expireatthe 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 eachannual meeting aftersuch classification the number ofdirectors equal to the number ofthe class whose term expires at the time ofsuch meeting shall be elected to hold office until the second succeeding annual meeting. ifthere be two classes. or until the third succeeding annual meeting. ifthere be three classes. No classification of directors shall be effective prior to the first annual meeting ofshareholders. [1965 c 53 

### § 39.]

23A.08.380 Removal of directors. (Effective until July I, 1990.) At a meeting of shareholders called expresslyfor thatpurpose. directors may be removed in the

manner provided in this section. Any directoror the entire board ofdirectors 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 ofa majority of the shares then entitled to vote atan election ofdirectors. In the case ofa corporation having cumulative voting. ifless 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, ifthere be classes ofdirectors. at an election oftheclass ofdirectors ofwhich 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 ofthe 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 ofdirectors maybe filled bythe affirmativevote ofa majorityof the remaining directors though less than a quorum of the board ofdirectors. A director elected to fill a vacancy shall beelected for the unexpired term of his predecessor in office. Any directorship to be filled by reason of an increase in the number ofdirectors may be filled by the board ofdirectors 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 designatedcommitteemeetings-Presence. (Effecti,e until July I, 1990.) Meetings ofthe boardofdirectors. 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 committeedesignated by the board ofdirectors shall 

### beheld upon such notice as is prescribed in the bylaws. Attendance of adirectoror a committee memberat 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 ofdirectors or any committee designatedby the board ofdirectors 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 ofincorporation 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 committeeby means of aconferencetelephoneor 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 ofincorporation 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) Nodistribution may be made if, aftergiving it effect, either: (a) Thecorporation would not beable to pay its debts

as they become due in the usual course ofbusiness; or (b) The corporation's total assets would be less than the sum of its total liabilities plus (unless the articles of incorporation permitotherwise) 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 reasonablein the circumstances, or on a fair valuation or othermethod that isreasonable in the circumstances. (4) Theeffectof adistribution undersubsection (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 isincurred by the corporation: or (ii) 23A.08.42S

the date the shareholderceases 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 dateofauthorization. (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

applicablestatutes: RCW23A.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 ofthe.outstanding voting shares of a corporation. An affiliated person is any person who eitheractsjointlyor inconcert with, or directly or indirectly controls, is controlledby, or isundercommon 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) ofthis 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 two

### thirds 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 oftwo-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 underthe 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 ofdetermining a quorum. (3) This section shall not apply to a transaction: (a) Unless the articles ofincorporation provide otherwise, by a corporation with fewer than thre'-.bundred holders ofrecord of its shares;

(1989 Ed.) 

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

(b) Approved by a majority vote ofthe corporation's board of directors. For such purpose. the vote ofdirectors 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 ofan arrangement with an interestedshareholderand first elected as a directorwithin twenty-four months of the proposed transaction. shall not becounted indetermining 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 ofany class ofwhich shares are owned by any interested shareholder is not less than the highest fair market value ofthe consideration paid by any interested shareholder in acquiring shares ofthe same class within twenty-four months of the proposed transaction; or (d) By a corporation whose original articles ofincorporation have a provision. or whose shareholders adopt

an amendment to the articles ofincorporation 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 whetherthe amendment is approved underothersections ofthis title and for purposes ofdetermining 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 indirectinterest. 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 ofthe 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 ofdirectors, or a committee of the board. and the board**o~** committee authorized. approved. or ratified**th~** transaction; or

[Title 23ARCW-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) Anotherentity in which the director or officerhas

a material financial interest. or in which suchperson is a general partner. is a party to the transaction; or (b) Anotherentityofwhich 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 ofdirectors of the corporation. (4) For purposes ofsubsection (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. 

### Ifa majority ofthe 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 presenceof,
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 ofsubsection (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) ofthis section may not be counted to determine whether shareholders have authorized. approved,

or ratified a transaction for purposes of subsection (2)(b) ofthis 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 ofdetermining a quorum. [1985 c 290 § 5.] .

23A.08.445 Loans to directors----Guarantees of ligations ofdirectors. (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 ofa director ofthe 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~"-SubstantiYeProrisioas



# '. 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 liabilityon 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. (EffectiYeuntil 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 theduties ofdirectors: (I) Directors of a corporation who vote for or assent toanydistributioncontrary 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 otherdirectors so voting or assenting, for the amount ofsuch distribution in excess of the amount of such distribution which could have been made without a violation ofthe provisions of this titleor the restrictions in the articles ofincorporation. (2) The directors ofa corporation who vote for or assent to the making ofa loan to a director of the corporation shall be jointly and severally liable to the corporation for the amount ofsuch 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 acceptedor received any such distribution, knowing such distribution to have been made in violation ofthis 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-l986e 117:See note following RCW 23A.04.010. IBtst--8nerability-Effedi,e**clat~Applie.ti_I982** e35: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 

### bebroughtinthis state by a shareholder in the right of a domestic or foreign corporation unless the plaintiffwas a holder of record of shares orofvoting trust certificates therefor at the time ofthe transaction ofwhich he complains, or his shares or voting trustcertificates thereafter devolved upon him by operation of law from a person who was a holderofrecord at such time.

(1989 Ed.) 23A.08.490

In any action hereafter instituted in the right ofany domestic or foreign corporation by the holder or holders ofrecord ofshares ofsuch corporation or ofvoting trust certificates therefor, the court havingjurisdiction, upon finaljudgmentanda finding thattheaction was b{.oujht without reasonable cause, may require the plaintrrfor plaintiffs to pay to the parties named as defendant the reasonable expenses, including fees of attorneys, incurred by them in thedefense ofsuch action. In any action now pending or hereafter instituted or maintained in the right ofany domestic or foreign corporation by the holder or holders ofrecord of less than five percent of the outstanding shares of any class of such corporation or ofvoting trust certificates therefor. unless the shares or voting trust certificates so held have

a marketvalueinexcess oftwenty-five thousand dollars. the corporation in whose right such action is brought shall be entitled at any time before final judgment to require the plaintiffor plaintiffs to give security for the reasonable expenses, including fees of attorneys, that may be incurred by it in connection with such action or maybe incurred by otherparties named as defendant for which it may become legally liable. Market value shall be determined as of the date that the plaintiffinstitutes the action or. in the case ofan intervener. as ofthe date that he becomes a party to the action. The amount of such security may from time to time be increased or decreased. in thediscretion ofthecourt. 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 havingjurisdiction shall determine upon the termination of such 

### action, whether or not the court finds the action was brQYght without reasonablecause. [1965 

### c 53 

### § 49.] ;<

23A.08.470 Officers. (Effecti,e until July 

### I, 1990.) The officers of a corporation shall consistof a 

### president,

one or more vice presidents as may be prescribed by the bylaws, a secretary, and a treasurer. each ofwhonfshall be elected by the board ofdirectors at such time and in such manner as may be prescribed by the bylaws. Such otherofficers and assistantofficers 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 stockofthecorporation is owned ofrecord by one shareholder, one person may hold all or
any combination ofoffices. All officers and agents ofthe 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. oras may be determined by resolution ofthe board ofdirectors 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 ofdirectors whenever in itsjudgment

### the-~st
ITitle 23ARCW-p 191 ','

### Title 23A RCW: . Washington BusinessCorporation Act

.\ 

### Chapter 23A.12
FORMATION OF CORPORATIONS

Incorporators. Articles ofincorporation. Filing ofarticles ofincorporation. Filing false statements-Penalty. Effect of filing the articles ofincorporation-Certifi·

care ofincorporation. 23A.12.060 Organization meeting of directors. Filing listsofcorporateoiticers: RCWlJA.40.0J2. .';td

..j

h 

### 23A.12.010 Incorporators. (Effective until July 

### It 1990.) One or more personsof the age ofeighteen 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 numberof 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 requestof any shareholderor holder of voting trust certificates of a corporation. each corporation shall provide to such shareholderor 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 statementof 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 ofgenerallyaccepted accounting principles. it shall provide a copy ofthose statements to any shareholderor 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 

### beaccompanied 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 

### beassessed 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 otherdamages 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 appointmentof an officeror agent shall not ofitselfcreate contractrights. [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 ofdirectors; 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 

### bein 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 ofshareholders 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 ofaccount. 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 remedyafforded 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 saleany 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
trustcertificates 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 properpurposein 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 properpurpose, irrespective of the period of time during which such shareholder or holder of voting trust certificatesshall have been a shareholderof record or a holder of record of voting trust certificates. and irrespectl¥of

### FormationofCorporations

,: 

### 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 ofincorporation. (Effecthe until July 1. 1990.) The articles of incorporation shall set forth: (I) The name of the corporation. (2) The period ofduration. which may be perpetual or for a stated termofyears. (3) Thepurposeor 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 haveauthority to issue and ifvuch 

### 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 v

### artanons in the relative rights and preferences as between serres insofar as the same are to 

### be fixed in the article, of Incorporation, and a statementof any authority to be 

### vested in the board ofdirectors 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 vhareholders 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 ofshareholders or untIi therr 

### vucce

..sors be elected and qualify. (10) The name and address ofe.hh .ncorporaror In addition to the provisions reuu.red 

### 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 ofthe 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-udcr- 

### In..ludlng restrictions on the transferof share, (c) The par value of any authorivcc ,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 r

### en- ..

## ,k" 1,If monee tary damages for conduct as a drrect-

.. 

### 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 directoror a**~n"""nll** 

### ,,,II.lIIOnof

(1989 Ed.) 

### 23A.

### I2.060

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 corporatepowers enumerated in this title. (1987 c 212 

### § 701; 1985 c 290 

### § 10; 1984c 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 ofarticles of incorporation. (Effective until July I. 1990.) Duplicate originals ofthe articles of incorporation shall be delivered to the secretary ofstate. If the secretaryofstatefinds thatthe 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 dateof the filing thereof. (2) File one ofsuch originals. (3) Issue a certificate of incorporation to which the otheroriginal shall be affixed. The certificate of incorporation together with the original of the articles of incorporation 

### affixedthereto 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 ofincorporation--Certificate of incorporation. (Effective until July I. 1990.) Upon the filing of the articles of incorporation. the corporate existence shall begin. and the certificate ofincorporation shall beconclusiveevidence 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 ofincorporation 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 ofdirectors named in the articles of incorporation shall be held. either within or without this state. at the call of a majority ofthe directors**named~~.)he** 

### articles of incorporation

..for the purpose of adol5ting bylaws.

(Title23A 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 divideany preferred or special class ofshares. whether issued or unissued. into series and fix and determine the designationsofsuch 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 ofauthorized but unissued shares, series of any preferred or special class ofshares and fix and determine the relative rights and preferences of the shares of any series soestablished. (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 bechanged. (14) To revoke. diminish, or enlarge the authority of the board of directors to establish series out of authorized butunissued sharesof any preferred or special class and fix and determine the relativerights and preferences of the shares of any series soestablished. 

### (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 

### c290 § 11; 1965

### c 53 § 60.] TItle 23A RCW: Washington Business Corporation Act

Chapter23A.16
AMENDMENT

Right to amend articles ofincorporation. Proceduretoamend articlesofincorporation Class voting onamendments. Articlesofamendment. Filing ofarticlesofamendment. Effective date ofamendment--Exisling at:l,"n, 

### ""trights not impaired. Restated articlesofincorporation. Amendmentofarticlesofincorporation in reo'.An,u

tion proceedings

.. 

### 23A.l2.060



## mile23ARCW-. 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. thereofby 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 directorsigns an instrument which states the action so taken. 

### [1979 c 

### 16

### § 29; 1965c 

### 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 ofincorporation. (Effecti,e untilJuly 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 ofincorporation 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 ofshares 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 ofincorporation shall be made in the followIn particular. and without limitation upon such gen- 109manner: eral power of amendment. a corporation may amend Its (I) The board of directors shall adopt a resolution articles ofincorporation, from time to time. 'W J\ 

### setting forth the proposed amendment and. if shares (I) 

### Tochange its corporate name. have been issued, directing that it be submitted to a vote (2) Tochange its period ofduration. 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 ofdirectors and the provisions foradoption 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 ofshares 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 parvalueof 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 partof its shares. whether issued or unl'",uC'd split of. or stock dividend in. the corporation's own (7) Tochange 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 beadopted preferences. limitations. and the relative rI(lhl\ ,n**rC'\r<~:** 

### bythe boardofdirectors; and the provisions foradoption of all or any part of its shares. whether I\\ued ,H 

### by shareholders shall not apply. unless otherwise prounissued. vided by the articles ofincorporation. (8) To change the shares ofany class. \\helhCI "'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 ensharesofotherclasses. .ntled to vote thereon within the time and in the manner (9) To create new classes ofshares having r1llhl\ .a,w ---./

### provided inthis 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 ofshares is entitled to vote thereon as a class. in which event the pro

### posed amendment shall be adopted upon receiving the affirmative vote of the holders of 

### two-thirds of the shares ofeach class ofshares entitled to vote thereon as a class and of the total sharesentitled to vote thereon or. inthecase of a public company. a majorityof the shares ofeachclass ofshares entitled to vote thereon as a class and of the total shares entitled to vote thereon. Any numberofamendments 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-1986c 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 

### beentitled to vote as a class upon a proposed amendment. whether or not entitled to vote thereon by the provisions ofthearticles ofincorporation. iftheamendment would: (l) 

### Increase or decrease the aggregate number of authorized sharesofsuchclass. (2) Effectan exchange. reclassification or cancellation of all or partof the shares ofsuch class. (3) Effect an exchange. or create a right ofexchange. of all or any part ofthe shares ofanother class into the sharesof such class. (4) Change the designations. preferences. limitations

or relative rights of the shares ofsuch class. (5) Changethe shares ofsuch class into the same or a different number ofshares 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 ofany class having rights and preferences prior or superior to the sharesof 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) Limitor deny the existing preemptive rights of the sharesof 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 ofits officers. and shall set forth: ( 1)The nameofthe corporation.

... (2) The amendment soadopted. .: (3) The dateoftheadoption 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 numberofoutstanding sharesentitled to vote thereon ofeach suchclass. (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 ifthe

manner in which the same shall be effected is not set forth inthe amendment. then a statement ofthe 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

e35:See notes following RCW 43.07.160. '., Unauthorizedsignature ondocumentfiled withsecretaryofstatePenalty: RCW2JA.44.010. ,,'

•...

,... 

### 23A.16.0S0 Filing of articles of**amendment~'** 

### (Effective until July I. 1990.) Duplicate originals of'the articles ofamendment shall bedeliveredto the secretaryof
state. Ifthe secretary of state finds that the articles of amendment conform to law. the secretary ofstate 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 effectivedate of the filing thereof. (2) File one ofsuch originals. (3) Issue a certificate of amendment to which the other original shall be affixed. The certificate of amendment. together with the original ofthe articles of amendment affixed thereto by the secretary ofstate. 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

c35: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 ofthe articles of amendment by the secretary of state. or on such later date. not more than thirty days subsequent to the filing thereofwith 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)

### Title 23A RCW: Washington BusinessCorporation Act 23A.16.060

pending suit to which such corporation shall be a party, or the existing rights ofpersons otherthan shareholders; and. in the event thecorporatename shall bechanged 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

e3S:Secnotes followingRrW 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 ofincorporation 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 ofincorpo-

.ration shall be delivered to the secretary of state. 

### Ifthe

secretary ofstate 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 originaI the word • Filed" and the date of the filing thereof;
, :o..,-;;:t;



### (2) File one duplicate original in the secreta;r-of state'soffice; and (3) Issue a restated certificate of incorporation. to which the other duplicate original shall be affixed. Therestatedcertificateofincorporation. togetherwith the duplicate original ofthe 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 ofstate. the restated articles of incorporation shall become effective and shall supersede the original articles ofincorporation and all amendments thereto. [1986 c 117 § 16; 1982 c 35 

### § 20: 1979 c 16 § 33.]

SeYerability--I986e 117: See note followingRCW :!3A.04.010. lateat---Seterability--Effectin dates-Applic:ation---1982

e35:Seenotes followingRCW 43.07.160. Unauthorized signature ondocument filed with secrerarv of5tatePenalty: RCW2JA.44.010.

.



### 23A.16.080 Amendment of articles ofincorporation 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 ofsuch corporation. pursuant to the provisions of any applicable statute of the United**St~re** 

### lating to reorganizations of corporations. the 

### ani of incorporationof the corporation may be amended. in the

(TItle lJARCW-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 inoriginal articles ofincorporationat the .' time ofmaking such amendment. In particularand without limitationupon such general power of amendment. the articles of incorporation may be amended for such purpose so as to: (a) Change the corporate name. period ofduration. or corporate purposes of the corporation; (b) Repeal. alter. or amend the bylaws of the corporation; . (c) Change the aggregate numberofshares. 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 issuedor unissued; (e) Authorize the issuance of bonds. debentures. or other obligations of the corporation. whetheror 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 ofthe directors or officers then in office. (2) Amendments to the articles ofincorporation

### 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 ofincorporation approved by the court. the dateof the decree or orderapproving the articles ofamendment. the title ofthe 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 ofstate. 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 effectivedate 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 ofamendment.

.together with the original of the articles ofamendment affixed thereto by the secretary of state. shall be returned to the corporation or its representative.

·(1989 Ed.)MergerAnd 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 

### beprovided for in the articles of amendment. without any action thereon by the directors or shareholdersofthecorporation and with the same effect as if the amendments had been adopted by unanimous action ofthe 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.

Chapter23A.20
MERGER ANDCONSOLIDATION

Sections 23A.20.010 Procedure formerger. 23A.20.020 Procedureforconsolidation. 23A.20.02S Procedure forexchangeofshares. 23A.20.030 Approval byshareholders. 23A.20.040 Articles ofmerger. consolidation. or exchange. 23A.20.0S0 Mergerofsubsidiary corporation. 23A.20.060 Effect ofmerger. consolidation. or exchange. 23A.20.070 Mergerorconsolidation ofdomestic and foreign corporations-Panicipation in an exchange. 23A.20.080 Conversion ofcooperativeassociation to business corporation ormerger with business corporation. Right or shareholders to dissent to merger or consolidation: RCW

2JA.24.0JO. Rights ordissentingshareholders:RCW2JA. 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 adoptedbyeach such board. approve a plan of
merger setting forth: (1) The names of the corporations proposing to merge. and the name ofthe corporation into which they
propose to merge. which is hereinafter designated as the survivingcorporation. (2) The terms and conditions ofthe proposed merger. (3) The manner and basis ofconverting 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 otherproperty. (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 mergeras 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 pursuantto

(1989 Ed.) a plan ofconsolidation approved in the manner provided in this title. The board ofdirectors ofeach 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 thenameofthe new corporationinto 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 ofconverting the shares of each corporation into shares or other securities or obligations ofthe new corporation or of any other corporation or. in whole orin 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 underthis 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 ofshares. (Effective until July 1, 1990.) All the issued or all the outstanding shares ofone or more classes of any domestic corporation may be acquired through the exchangeofall such shares ofsuch 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 ofthe corporation the shares**of~h** are proposed to be acquired by exchange and thei'name ofthe 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 ofexchanging the shares to be acquired for shares. obligations. or other securities of the acquiring corporation or any othercorporation. 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 powerof a corporation to acquire all

or part of the shares ofany class or classes ofa 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 ofa merger or consolidation. and the board ofdirectors of the corporation the shares of which are to be acquired. in the case of an exchange,
upon approving the plan ofmerger. consolidation. or exchange. shall. by resolution. direct that the plan be submitted to a vote ata meetingofshareholders. which may be either an annual or a special meeting. Writtennotice shall be given to each shareholder of record.**whe~** or
(Title 13ARCW-p IS)i

--

__**~__** -- I 

# t 

# I ..·

" 

# .()

r

..**Intftl.----&nrabili.y-Effecth~** c1at_Applicati_t981 c 35: See nOlCS following RCW 43.07.160. Uneutborizedsignalure on document filed Wilhsecretsry ofslatePenally: RCW2JA.44.010. 

### Title 23A RCW: Washington BusinessCorporation Ad 23A.20.0JO

23A.20.0S0 Merger of subsidiary corporation. (Effective until July 1. 1990.) (I) Any corporationowning at least ninety-five percent of the outstanding shares of each class of anothercorporation may merge such other corporation into itselfwithout approval by a vote of the shareholders of either corporation. Its board ofdirectors 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 othersecurities 

## --"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- otherproperty. 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 shareholderofrecord ofthe subsidiarycorporation'. 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 ofmerger or the plan ofconsolidation. (a) The plan ofmerger; (b) As to each corporation. the number ofshares out- (b) The number ofoutstanding 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 ofoutstand- shares of each class owned by the surviving corporation; ing sharesofeach suchclass. 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 ofmerger. <, .:, ::' 

### shares of any class are entitled to vote as a class. the (4) On and afterthe thirtieth day after the mailing of**-':..'~** 

### number of shares of each such class voted for and a copy of the plan ofmerger 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 ofstate finds that such articles \. board ofdirectors and such other requisite corporate ac- conform to law. the secretaryofstateshall. when all**reca.r.~** 

### tion, ifany. as may berequired 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 taryofstateshall. when all fees have been paid as in this·-......./ (c) Issue a certificate of merger to which title prescribed: original shall be affixed. 

## rnlle 23ARCW-tl161 

### not entitled to vote at such meeting. not less than twenty (a) Endorse on each of such originals the word days beforesuch meeting. in the manner'provided in this "Filed." and the effectivedate of the filing thereof. title for the giving of notice ofmeetings ofshareholders. (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 ofthe pur- ..._.-j 

### (c) Issue a certificate of merger. consolidation. or exposes is to consider the proposed plan of merger. consol- change to which the otheroriginal shall beaffixed. idation, or exchange. A copy or a summary of the plan (3) The certificate of merger. consolidation. or exofmerger. consolidation. or exchange. as the case may change. together with the duplicate original of the artibe. shall 

### beincluded in or enclosed with such notice. cles of merger. consolidation. or exchange affixed At each such meeting. a vote ofthe shareholders shall thereto by the secretaryofstate. shall 

### bereturnedto the be taken on the proposed plan. The plan shall be ap- surviving or new or acquiring corporation. or its repreproved upon receiving the affirmativevote ofthe 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 ofshares of any such corporation isentitled 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 

### beentitled to vote as a class if any such plan contains any provision which. ifcontained 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 eachsuchcorporation. and at any time priorto the filing of the articles ofmerger. 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.]MergerAnd Consolidation 2JA.20.070



# • (5) Thecertificate of merger. together with the original of the articles ofmerger affixed thereto by the secretary of state, shall be returned to the surviving corporationor 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:Seenotes following RCW 43.07.160. Unauthorizedsignatureon document filed with secretaryofstatePenalty:RCW2JA.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 thereofwith the secretary ofstate. as shall be provided for in the plan. When a mergeror 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 mergeras 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 organizedunder this title. (4) Such surviving or new corporation shall thereupon and thereafter possess all the rights. privileges. immunities. and franchises. as well ofa public as ofa private
nature. ofeach 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 otherinterestof or belonging to or dueto each ofthe 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 ofsuch 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 besubstituted in its place. Neitherthe 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 ofincorporation of the surviving corporation shall be deemed to be

(1989 Ed.) amended to the extent, ifany. thatchanges in its articles ofincorporation are stated in the planofmerger; and. in , thecase of a consolidation. the statement set forth in the articles ofconsolidation and which are reqpired or permitted to be set forth in the articles ofincdrporation 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 ofthe corporation or corporations party to the plan that are. under the terms ofthe plan. to be converted or exchanged. shall cease to exist. in thecaseof a mergeror consolidation. or 

### bedeemed to be exchanged in the case ofan exchange. and the holders ofthe 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 followingRCW 43.07.160.

23A.20.070 Mergeror consolidation ofdomestic and foreign corporations--Participation in an exchange. (Effective until July I, 1990.) One or more foreign corporations and one or moredomestic 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 mergersconsolidation, or exchange, as the case may be, ofdomestic corporations and each foreign corporation shall comply with the applicable provisions of the laws of the state under which it isorganized. (2) 

### Ifthe surviving or new corporation in a merger or consolidation is to be governed by the laws ofany state other than this state, it shall comply with the provisions ofthis 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 ofstate 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 ofthe rights ofa dissenting shareholderofany such domestic corporation against the surviving or new corporation; (b) An irrevocable appointment of the secretary of
state ofthis stateas its agent to accept serviceofprocess in any such proceeding; and (c) An agreement that it will promptly pay to the dissenting shareholders of any such domestic corporation the amount. ifany, to which they shall beentitled under the provisions of this title with respect to the rights of dissenting shareholders. ' ) Theeffectofsuch mergeror consolidationshad be the

same as in the case of the merger or consolidation of

(Title 23ARCW-p 271 

# .
J 

### \

### 23A.20.070 Title 23A RCW: Washington BusinessCorporation 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 stateotherthan this state. the effect of such merger or consolidation shall be the same as in the case ofthe merger or consolidation ofdomestic 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. 

### Ifthe secretary ofstate finds the notice conforms to law. the secretary ofstate shall: (a) Endorse on each ofthe originals the word "Filed" and the effective date of the filing thereof; (b) File one of the triplicate originals in the secretary ofstate's office; and (c) Issue the othertriplicate originals to the respective parties or their representatives. 

### [1982 c 

### 35 § 

### 28: 1979c 

### 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 businesscorporationor mergerwith businesscorporation. See RCW 

### 23.86.200 through 

### 23.86.230.

..**,~** 

### Chapter23A.24
SALEOFASSETS

Sections 23A.24.010 Sale of assets inregularcourse ofbusiness--Morlgage or pledge of assets. 23A.24.020 Sale of assets other than inregularcourse of business. 23A.24.030 Right ofshareholders to dissent. 23A.24.040 Rights ofdissenting 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~ courseofbusiness.**(Errecti~e** 

### until July I, 1990.) A sale,

mtle2304 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. orothersecurities of any othercorporation. 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 thesubmissionthereofto 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 ofrecord. 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 otherdisposition. (3) At such meeting the shareholders may authorize such sale. lease, exchange. or other disposition and may fix. or may authorize the boardofdirectors to fix. any or all of the terms and conditions thereofand 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 ofdirectors nevertheless. in its discretion. may abandon such sale. lease. exchange. or other disposition of assets. subject to the rights of third parties underany contracts relating thereto. without further action

or approval by shareholders. 

### [1979 c 

### 16

### §42; 1965c 

### 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 corporateactions: (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 orderof a courthavingjurisdictionin the premises or

a sale for cash on terms requiring that all or substantially all of the net proceeds of sale bedistributed to the shareholders in accordancewith theirrespectiveinterests 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

### SaleofAssets 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 ofdifferent 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

### c53 

### § 82.]

23A.24.040 Rights of dissenting shareholders. (Ef

### fecti,e until July 1. 1990.) Any shareholder electing to exercise such right ofdissent shall file with the corporation. priorto or at the meeting ofshareholders 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 corporateaction iseffected. 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 inanticipation of such corporateaction. Any shareholder failing to make demand within the applicable ten day or fifteen day period shall be 

### bound by the terms of the proposed corporateaction. Any shareholdermaking 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 ashareholdershall be restored. without prejudice to any corporate proceedings which may have beentaken during the interim. if: (l) 

### Suchdemand shall be withdrawn upon consent; or (2) Theproposed 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 dateof the filing of the articles of merger the surviving corporation is the owner of all the outstanding shares of the othercorporations. 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 competentjurisdiction shall determine that such shareholder is not entitled to 

### the relief provided by this section

. Within ten days after such corporate action is ef

### fected. the corporation. or. in the case of a merger or consolidation. the survivingor newcorporation. domestic

or foreign. shall give written notice thereofto 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 offershall 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 endedon the date ofsuch 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 afterthe dateon 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 ofwritten demand from any dissenting shareholder,given within sixty days after the date on which suchcorporate action was effected. shall. or at its election at any time within such period of sixty days may. file a petition in any court ofcompetentjurisdiction 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 mergeror 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 domesticcorporation was last located. If

### the corporation shall fail to institute the proceeding as herein provided. any dissenting shareholdermay 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 tojudgment 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 23ARCW-p 29)

### Title 13ARCW: Washington BusinessCorporationAct



# rntle 23ARCW-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 ofvoluntary dissolution proceedings by consent ofshareholders. 23A.28.080 Revocation ofvoluntary dissolution proceedings by act . ofcorporation. 23A.2g.090 Filing ofstatementof revocation ofvoluntarydissolution proceedings. 23A.28.IOO Effect ofstatementof revocation or voluntary dissolution proceedings. Articlesof dissolution. Filing ofarticlesof dissolution. Administrativedissolution bysecretaryofstate--

Conditions--Notice-Certificateof administrative dissolution. 23A.28.127 Reinstatement afteradministrativedissolution. 23A.28.129 Significant business transactions--Violalionof chapter 23A.50 RCW--Revocation ofcertificateof authority. 23A.28.130 Involuntary dissolution by decree ofsuperiorcourt. 23A.28.135 Reinstatement followingexpirationofcorporate duration. 23A.28.141 Application and license fees forreinstatementor extension. Venue and process. Bankruptcy rules shall apply to dissolution. Jurisdiction ofcourt to liquidate assets and business of

corporation. Procedure in liquidationofcorporation by court. Qualificationsof receivers. Filing ofclaims inliquidation proceedings. Discontinuanceofliquidation proceedings. Decree ofinvoluntary dissolution. Filing of decree of dissolution. Deposit with statetreasurerofamountdue certain ,if.,',:'

shareholders. 'II 23A.28.250 Survivalof remedy afterdissolution. 

# 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 ofdissolution shall be executed in dupli-**~:.** cate by a majority of the incorporators. and shall set 

# .f

..'

forth: !. (a) The name ofthe corporation.: (b) The date of issuance of its certificate of: incorporation. • (c) That none ofits 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 ofthe corporation remain unpaid. (g) That a majority ofthe incorporators electthatthe. 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 ofdissolution. (2) Duplicate originals of the articles of dissolution shall be delivered to the secretary ofstate. 

### Ifthe 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 effectivedate ofthe filing thereof. (b) File one of such originals in the secretary of state's office. Chapter 

### 23A.28
DISSOLUTIOl'i

Voluntary dissolution byincorporar.vVoluntary dissolution by consent ot .r Voluntarydissolution by act of cor rvr . .'

# L

Filing ofstatementofintent 10 d",ol'c Effect ofstatementofintent todl>

....lI. ( .-' Procedure after filing ofstatement .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. Thejudgment shall be payable only upon and concurrentlywith the surrenderto thecorporation ofthe certificate or certificates representing such shares. Upon payment of the judgment. the dissenting shareholder shallcease to have any interest in such shares. Thejudgment 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 ofpayment. 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 Ihe 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 ofthe appraisers. but shall exclude the Icc, and expenses of counsel for and experts ernplovcd l'n anv party; but if the fair value ofthe shares a, dcterrmned materially exceeds the amount which the corpor.iuon offered to pay therefor. or if no offer was made. the 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 anv evpcrt or experts employed by the shareholder in the proceedrng Within twenty days after demanding 

### payment li:w'hls shares. each shareholder demanding 

### payment ,hJII 

### -ubmitthe certificate or certificates representing hi' certificated shares to the corporation for notation tnereon thaI such demand has been made. His failure II) d,l

....1 vha ll,
at the option ofthe corporation. terminate hi, rl(lhh under this section unless a court ofcompetenr 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 transterred e.hh ne'" certificate issued therefor shall bear simli.H not

..non, together with the name ofthe original d",er.llnjl h"lder of such shares. and a transfereeofsuch sh

..re, ,hJII "':4u1re by such transfer no rights in the corporauoe .u her th

..n those which the original dissenting sh3rehlli,jcr hJd ,Jfter making demand for payment of the**rJI~** ',Jlue tnereot 

### [1986 

### c 35 § 61; 1985

### c 290 § 14;**19~4. ,,~.u**  :4",



### c 53 § 

### 83.]

### Dissolution



# • (c) Issue a certificateofdissolution to which the other original shall beaffixed.

. The certificate ofdissolution. together with the duplicate original of the articles ofdissolution affixed thereto by the secretary ofstate. shall be returned to the incorporators or their representatives. Upon the issuance of such certificate of dissolution by the secretary of state. the existenceof 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

e35:Seenotes 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 ofintent to dissolve shall be executed in duplicate by the corporationby one of its officers. which statement shall set forth: (1) The nameof 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:Seenotes following RCW 43.07.160. Uuutborizedsignatureondocument filed with seCretary ofstatePenalty:RCW2JA.44.010.



### 13A.18.030 Voluntary dissolution by act of corporation. (Effectiye until July I, 1990.) A corporation may 

### bedissolved 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 ata meeting ofshareholders. which may be eitheran annual or a special meeting. (2) Written notice shall be given to each shareholder ofrecord entitledto vote atsuch 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 

### bean annualor special meeting. shall state that thepurpose. or one of the purposes. of such meeting is to consider the advisability ofdissolving the corporation. (3) At such meeting a vote of shareholders entitled to votethereatshall 

### betaken on a resolution to dissolve the COrporation. Such resolution shall be adopted upon receiving the affirmative vote ofthe holders of two-thirds of the shares of the corporation entitled to vote thereon. unless any class ofshares isentitled to vote thereon as a class, in which event the resolution shall be adopted upon receiving the affirmative vote of the holders of

(1919Ed.) 

### 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 ofintent to dissolve shall be executed induplicate**~]** 

### the corporation by one of its officers. which statement shall
set forth: (a) The name of the corporation. (b) The names andrespective 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 followingRCW43.07.160.



### 13A.18.040 Filing ofstatement 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 statementconforms to law. the secretary ofstateshall. when all requirements have been met-as in this title prescribed:

... (I) Endorse on each of such originals the 'word

•Filed." and the effectivedate of the filing thereof.' (2) File one of such originals in the secretaryofstate'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 followingRCW 43.07.160.



### 13A.18.0S0 Effect ofstatement 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 ofshareholders or byactof the corporation. the corporation shall ceaseto carryon its business, except insofar as may be necessary for the winding up thereof. but its corporate existence shall continue until a certificate ofdissolution 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 afterfiling ofstatementofintent to dissolve. (Effective until July I, 1990.) After the filing by the secretaryofstateof a statementofintent to dissolve:

rrltle 23ARCW-p 311''"t**.~**



# -. ."..

.. 

# .:

lateat----8eYerability--Errecti.e dales-Applicali_I982

c 35: See notes following RCW 43.07.160, 23A.28.090 Filing ofstatement of revecatien of**~ol** untary dissolution proceedings.**(Effecti~e** until July 1, 1990.) Duplicate originals ofthe statement ofrevocation ofvoluntary 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 statementconforms 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 dateof the filing thereof. (2) File one of such originals inthesecretaryofstate'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 thequestion efsuch 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 ofrevoking 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 ofshareholders. (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 oftwo-thirds of the shares entitled to vote thereon. (4) Upon the adoption ofsuch resolution. statement ofrevocation of voluntary dissolution proceedings shall be executed in duplicate by thecorporation 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 numberofshares 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.) Title Z3ARCW: Washington Business Corporation Act Z3A.28.060

laleat----8eYerabllity--Errecti.e dates-Appliuti_I982

e35: Seenotes following RCW 43.07.160.

lateat----8eYerability--Errecti.e dates-Applicalion--I982

e 35:See notes following RCW 43.07.160. Unauthorizedsignatureondocumentfiled with secretary ofstatePenalty: RCW2JA.44.010. (I) The corporation shall immediately cause notice thereofto be mailed to each known creditor ofthe corporation. and to the department ofrevenue. (2) The corporation shall proceed to collect its assets, convey anddispose ofsuch ofits 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 paymentof all its obligations,distribute the remainderof 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 ofthe 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 ofa certificate ofdissolution 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 ofvoluntary dissolution proceedings**-_~.** shall be executed in duplicate by the corporation by one ofits officers, which statement shall set forth: (I) The name ofthe corporation; (2) The names and respective addresses ofits 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 ofthe corporation or signed in their names by their attorneys thereunto duly authorized. [1982c 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 ofthe 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~** recommendingthat the voluntarydissolution proceedings

fTitle 23ARCW-p321 23A.28.100 Effect ofstatement 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 ofthe corporation, the revocation ofthe 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 

### paidand 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 ofdissolution 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 dateonwhich 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 ofdissolution. (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

e35:Secnotes following RCW 43.07.160. Unauthorized signature on document filed with secretary ofstatePenalty:RCW23A.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. 

### Ifthe 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 secretaryofstate's office. (3) 

### Issue acertificateofdissolution to which the other original shall be affixed. The certificate ofdissolution, together with the original of the articles of dissolution affixed thereto by the secretary ofstate. shall be returned to the representative of the dissolved corporation. Upon the filing of the articles ofdissolution, 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

e35:Secnotes following RCW 43.07.160.

(1989 Ed.1 

### 23A.28.12S

23A.28.12S Administrati'e dissolution by secretary of state--Conditions--Notice--Certificate ofadministrati,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 ofsixty 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 ofstatea statement of such change: or (d) The department of revenue has certified to the secretary ofstate 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 noregisteredagentthen 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 ofstate. 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

(Title23ARCW-p 331

### Title 23A RCW: Washington Business CorporationAct



### ____**~_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 thecorporation'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 ofadministrative 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 ofdirectors. 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 afterJanuary I. 1983. and to all corporations whose period ofcorporate existence expired on or after January I. 1983.

(2) Any corporalioninvoluntarilydissolved by the secretaryofstate, under the applicable statutory requirements in effect between January \, 198 \, and December 3\, 1982. may filean application forreinstatement undersection 2 of this act notlater than December 31. 1984.

(3) Any corporation whose period of duration expired at any time between July I. 1982. and December 31. 1982. may filean application for extension under section 2 of this act not later than December 31, 1984.

(4) 11 isthe intention of the legislature that this act be applied. construed. and interpreted as a remedial measure 10permit inappropriate

cases reinstatement or extension which might otherwise have been foreclosed from January I. 1981. to the effectivedateof this act [April 18. 1983): [1983 c 32 § 10.) Sections 2 and 3 of 1983c 32consist of the enactmentof RCW 23A.28.127 and 23A.28.135. respectively.



### 23A.28,129 Significant business transactionsViolation of chapter 23A,SO RCW--Revocation of certificate ofauthority. (Effectiveuntil 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 certificateof incorporation pursuantto 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 isestablished 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 

### beeffective as of the date of**origi!l~1** 

### filing. The application filed under this section shaU* filed under and by authority ofthose 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 administrativedissolution eitherdid not existor 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) 

### Ifthe secretary ofstate 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 certificateofreinstatement to the corporation. (4) Reinstatement under this section relates back to and takes effect as of the date ofadministrative 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

c3!: 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

warnthe recipientof the contents thereof. Adelinquency 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 priorto 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 ofincorporationthrough fraud; or (2) The corporation has continued to exceed or abuse the authorityconferred 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:Secnotesfollowing RCW 43.07.160.



### 23A.18.13S Reinstatement following expiration of corporateduration. (Effecti,e until July I, 1990.) (I) A corporation which has been dissolved by reason of the expirationof its period ofduration may until the laterof 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 ofduration. (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 ofthe date of the original application filing. The application to be filed under this section shall beauthorized 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 byRCW 23A.16.040: (a) State the date of the expiration of the period of corporateduration; (b) Identify the amended period of duration. which may beperpetual or for a stated period of years; (c) State the name of the corporation (which may be reservedunder RCW 23A.08.060); (d) Appointaregistered agentand state the registered officeaddress under RCW 23A.08.090; and (e) Be accompanied by payment of applicable fees and penalties. (3) Ifthe secretary ofstatedetermines that the application conforms to law and that all applicable fees have been paid. the secretary ofstateshall file the application forextension. prepare and file a certificate ofextension 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 thatdate. (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 incompliance 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 

### beauthorized by a majority of the persons who were directors at the time ofexpiration of the corporation's period of duration. 

### If a sufficient numberof the directorsof any corporationdesiring
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 ofdirectors. 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 shareholderupon notice given in accordance with RCW 23A.08.260. [1985 c 290 § 15; 1983c32§3.]**CODStrvct~Applica~lntent-I983**e 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 becharged for each amendmentor supplement
to an application for reinstatementor forextension. (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 ofadministrativedissolution or expiration. had the corporation been in active status, plus a surcharge oftwenty-five percent. and the license fee for the yearofreinstatement orextension. (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 ofdelinquency. dissolution. or expiration ofcorporate 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,euntil 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 issituated. Summons shall issue and be served as inothercivilactions. 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 issituated. 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 beentered. 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-p351

### 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 publishedatleastonceeach 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 ofclaims 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 breakthe deadlock. and that irreparable injury to the corporation is being suffered or is threatened b)t'·

reason thereof; or (b) Thatthe acts of the directors or those incontrol 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 oftheir 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
tojudgment 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 statementofintent to dissolve. as provided in this title. to have its liquidation continued underthe 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 andaffairs should precede the entry of a decree ofdissolution. ( Proceedings underclause (I). 

### (2) or (3) 

### of this**sect~** 

### shall be 

### brought in the county in which the registered

rntle 13.0\ RCW-p361 

### 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 reliefis 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 receiveror receivers pendente lite. with such powers and duties as the court. from timeto 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 issuanceofshares. 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 powerto 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 thereofoutof the assetsof 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

oForeignCorporations Chapter23A.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 ofthe 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 ofclaims, Creditors and claimants failing to file proofs of claim on or before Ihe d.ate so fixed may be barred. by order ofcourt. from parucipaiing in the distribution of the assets of the corporauon. [1965 

### c53 § 103.]

23A.28.210 Discontinuance of liquid.tion proceedings. (Effective until July I, 1990.) The hquidauon 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 huurdauon no longer exists. In such event the court shall drvrnrv-, the proceedings and direct the receiver to rcdehver 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 ofa corporation either: (I) By the issuance of a certificate ofdissolution by the secretary ofstate. or (2) by a decree of court, or (3) by expiration ofits period ofduration 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 ifaction or other proceeding thereon iscommenced within two years afterthe date of such dissolution. The directors ofany 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 otheraction 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. Powersof foreign corporation. Corporate name of foreigncorporation. Change of name by foreigncorporation. Application forcertificateofauthority. Filing ofapplication forcertificateofauthority. Effect of filing application forcertificateofauthority. Notice of due date for payment of annual license fee

and filingannual report. Filing and license fees required. Annual license feesrequired--When payable. Registered office and registered agent of foreign

corporation. 23A.32.090 Changeof registered office or registered agent of foreigncorporation. Service of process on foreign corporation. Amended certificateofauthority. Withdrawal of foreign corporation. Filing ofapplication for withdrawal. Revocation ofcertificateofauthority--Notice. Issuance ofcertificateof revocation. Application for reinstatement afterrevocation. Application for reinstatement--Fecs. Application tocorporations heretofore authorized to

transact business in this state. 23A.32.19O Transacting business without certificateofauthority. 23A.32.200 Significant business transactions--Violation ofchapter 23A.50 RCW--Revocation ofcertificateof authority. Doing business wilhoul license agross misdemeanor: RCW9.24.040. Falsestarernenrs, penally for filing: RCW43.07.2/0. Foreign corporetions shall nOI befavored as againsl domestic-corporelions:Slale ConstitutionArt. 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

### Erfectiteuntil 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 ofits 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 ,,' Ihe corporation shall cease. [1965 c 53 § I**O~** 

### I

23A.28.230 Filing of decree of**d~~IioL** IUfKti,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 cerruIcd ,IIf'\ of Ihe decree to be filed with the secrerarv ,II -tatc ,,, fce sball 

### becharged 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 unknowr .., ,.Inn.'l be
fOUnd. or who is under disability and therr .' 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 lhareholderor to his legal representauvc ul,,,n rr .• " \.II· 

### iarae:tory to the state treasurer ofhis rrgh: tnerct.:

### ~.J1d (1119 Ed.)Title 23A RCW: Washington 

### IkmnessCorporation Ad 23A.31.010

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 ofstate. 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 underthis 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 ofthe state or country under which such corporation is organized governing its organization and internal affairs differ from the laws ofthis 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

reasonofcarryingon in this stateanyoneor moreof the following activities: (1) Maintainingor defending any action or suitor any administrativeor 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 bankaccounts. (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 ofthirty 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 1Ddn.s. e4:See RCW 23A.50.900 application pursuant to which suchcertificateofauthority is issued; and, except as in this title otherwise provided. shall be subject to the same duties, restrictions, penalties and liabilities now or hereafterimposed upon a domestic corporation of like character. [1965 c 53 

### § 110.]
Foreign corporations shall not befavoredas againstdomesticcorporations: StateConstitutionArr. 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 nameofsuch 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 ofthe purposes contained in its articles of incorporation or that it is authorized or empoweredto conductthe businessofbankingor insurance. (3) Shall not be the sameas, or deceptively similarto, the name ofany domestic corporation existing underthe laws of this state or any foreign corporation authorized
to transact business in this state, any domesticor 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 ifthe foreign corporation applying for a certificate

ofauthority 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 ofany 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 ofthe 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 ofstate; or (c) 

### A certified copy of a final decree of a court of competentjurisdiction 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'euntilJuly 1. 1990.) A foreign corporation which shall 23A.32.040 Change ofname 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· 

# ------------------.<.'"':..JForeignCorporations 23A.32.072

Applicatiort--l989e 307:See RCW 23.86.900. Seterability-1986c 117:See note following RCW BA.04.010. Constructi_Applicatio_lnttllt-I983 c 32: See note following RCW 23A.28.127. •.

Seterability-I983c 2:See note followingRCW 18.7J.(l30. lattllt-Seterability-EfJecti,e dates-Applicati_I982

e35:See notes followingRCW 43.07.160. Unauthorized signature on document filed withsecretary ofstatePenalty:RCW2JA.44.010.

23A.32.072 Notice ofdue datefor paymentofaAnual license fee and filing annual report. 

### (Effecthe until July I, 1990.) Not less than thirty nor more than ninety days prior to July 1 ofeach 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
[Title23ARCW-p391 Inttllt-Seterability-EfJectin dates-Applieati_I982

c35: 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 ofthe
state or country under the laws of which it is incorporated. 

### 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 ofthe filing thereof.

(2) File in the secretary ofstate's office one ofsuch duplicate originals ofthe application. (3) Issue a certificateofauthority 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 ofstate. shall bereturned 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 Effectoffiling application for certificate of authority. (Effecti,e until July I, 1990.) Upon the filing of an application ofauthority 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 ofthis 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
transactany business in this state until it haschangedits

name to a name which is available to it under the laws ofthis state or has otherwise complied with the provisions ofthis 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 secretaryofstate. which application shall set forth: (1) The name of the corporation and the state or country under the laws ofwhich 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 ofduration ofthe corporation. (4) The address of the principal office of the corporation. (5) The purpose or purposes ofthe corporation which it proposes to pursue in the transaction of business in this state. (6) The names and respective addresses ofthe directors and officers ofthe corporation. (7) A statement of the aggregate number of shares which the corporation has authority to issue. itemized by classes and series. ifany 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 inorderto enable the secretary ofstate to determine whether such corporation is entitled to a certificate ofauthority 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 ofits officers. Such application shall be accompanied by a certificate of good standing which has been issued no more than sixty days before the date offiling ofthe application for

a certificate of authority to do business in this state and has been certified to by the proper officerofthe state or country under the laws ofwhich it is incorporated. [1989



### c307 § 42; 1986 

### c 117 § 17; 1985 

### c 290 § 16; 1983 

### c32 § 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. Itwill bedecodified, 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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t 

# L..:.

....

_,----

-- ------- --

23A.32.072 Title 23A RCW: Washington BusinessCorporation Act

file the annual reports required by this title. [1982 c 35 

### § 54.]**Intftll~'erabilily--ErrKli,e** dales-Applicalion----I982

e35: 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 intrastatebusinessor seeking to do an intrastatebusiness in the state ofWashington shall qualify so to do in the

manner prescribed in this title and shall pay for the privilegeof sodoing the filing and license fees prescribed in thistitle fordomestic 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

e35: Sec notes following RCW 43.07.160. Doing business without a licenseagross 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 ofdoing such intrastate business in 

### lh" vtatc the same fees as are prescribed fordomestic corporauon-, for annual license fees. All license fees sha IIbe paid on

or before the first day ofJuly ofeach and everv \ ea r or

on the annual license expiration date as the secrct.rrv "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 licenseagrossmisdemeanor: RC"**oJ:~ '~I/** 

23A.32.080 Registered office and registered .It'II' or foreign corporation. 

### (Effectbe until July 1. 1

### CJCJO. 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 ofbusiness in this state The 

### re'",· tered office shall be at a specific geograph« ',"-.tl,"n In this state, and be identified by number. II .1n, .1nJ
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 ".lenttl,cJ by post office box number or other nongeoe-.lpn,\. .1d dress. For purposes ofcommunicating 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 ifthe corporation also maintain' .,n ',,(' :n,' specificgeographicaddress ofthe registered dll,\.(' '"ner r personal service ofprocess 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.In",,: 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 23ARCW--1l401 to the appointment. The written consent shall be filed with the secretary ofstate in such form as the secretary may prescribe. The written consent shall 

### befiled 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 ofcertificateofauthority-Failure toappoint and mainlaina registered office orregisteredagent: RCW2JA.J2./60.

23A.32.090 Change ofregistered 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 ofthe secretary ofstate a statement setting forth: (I) The name ofthe 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 ofthe business office of its registered agent, as changed, will be identical. (5) That such change was authorized by resolution duly adopted by its board ofdirectors. Such statement shall be executed in a form prescribed by the secretary ofstate 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. ifapplicable. If the secretary ofstate 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

may be, shall become effective upon filing unless a later date is specified. Any registered agent of a foreign corporation may re

### vrgn 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

Ihe 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.) 

# o

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# ----------------~Foreign Corporations 23A.32.ISO



### -. 

# •

• office of any corporation ofwhich 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 ofthe corporation. [1986 c 117 

### § 18; 1982 c 35 

### § 48; 1979 c 16 

### § 54; '1965

### c 53 

### § 117.]

Snerability--1986e 117: See note followingRCW 23A.04.010. latftlt--Seterabilih'--Effec:titt dates--Applic:ation-1982

c35:See notes following RCW 43.07.160. Revocation orcertificate ofauthority-Failure 10 file statement of

changeofregisteredoffice orregisteredagent: RCW2JA.J2.l60. Unauthorized signature ondocument filed wilh secretsry ofslalcPenalty:RCW2JA.44.010.

23A.32.100 Service of process on foreign corporation. (Effectiveuntil July I, 1990.)The registered agent

so appointed by a foreign corporation authorized to transact business in this state shall be an agent ofsuch 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 ofa foreign corporation shall be suspended or revoked. then the secretary ofstate shall be an agent of such corporation upon whom any such process. notice. or demand may be served. Service on the secretary ofstate ofany 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 thereofto be forwarded by certified mail. addressed to the secretary of the corporation
at its principal office as shown on the records ofthe 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 underthis section. and shall record therein the time ofsuch 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--1986c 117: See note following RCW 23A.04.010. lateat--se.erability--Effec:titt dates--Application-l982

c35:See notes followingRCW 43.07.160. Commencemenrofsctions: Chepter4.28 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 ofits incorporation. by making application therefor to the secretary ofstate within sixty days ofsuch change. The requirements in respect to the form and contents ofsuch application. the manner ofits execution. the filing of duplicate originals thereof with the secretary of
state. the issuanceofan amended certificate ofauthority and the effectthereof. shall be the same as in the caseof

an original application for a certificate of authority. [1986 c 117 § 22; 1965 c 53 § 121.)

Settrability--I986c 117: See note followingRCW 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 ofstate a certificate ofwithdrawal. In order to procure such certificate ofwithdrawal. such foreign corporation shall deliver to the secretary ofstate an application for withdrawal. which shall set forth: (I) The name of the corporation and the state or country under the laws ofwhich 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 ofprocess and consents that service ofprocess in any action. suitor proceeding based upon any causeofaction arising in this
state during the time the corporation was authorized to transact business in this state may thereafterbe madeon 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 ofany process against the corporation that may be served on the secretary ofstate. (6) Such additional information as may be necessary

or appropriate inorder to enable the secretary ofstate to determine and assess any unpaid fees payable by the foreign corporation under this title. (7) Ifa copy ofa -revenue clearance form underchapter 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 ofthe corporation. or, ifthe corporation is in the hands ofa receiver

or trustee. shall be executed on behalfofthe 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 followingRCW 43.07.160.

23A.32.1SO Filing of application for withdrawal. (Effective until July I, 1990.) Duplicate originals ofsuch 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-p41)

### DA.32.150 Title 23A RCW: Washington BusinessCorporation Act

f

. 

# o

o

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 ofstate 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. ifthere 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 ofthe secretary ofstate. 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:Seenote following RCW 23A.04.010.

(1989 Ed.) 

### director of the corporation. as shown 

### bythe 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 recipientof the contentsthereof. Adelinquency 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. Theclerkof any superiorcourt entering a decree of revocation of a certificate of authority shall file a certified copy. without cost or filing fee, with theoffice of the secretary ofstate. [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 notefollowing 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. Effecthedate--1980 I: 99: Sec notefollowing RCW 23A.40.032. Change ofregislered office orregisteredagent: RCW2JA.J2.090. Registeredofficeand registeredagent: RCW2JAJ2.080.



# o**i~**

:.. 

# ---------------------""----- L 

## idi:5 <J U :::1- 

### porat.: '" • 

### business

### c; 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 penaltiesprescribed by this title when they have becomedue 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

### pfsixty days since the last day for timely filing; or (c) The corporation has failed for sixty days to appointand 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 theoffice ofthe secretaryofstate a statement of such changeas required by this title; or (e) The corporation has failed to file in the office of the secretaryofstate 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 secretaryofstatethat the corporation has failed to file a
tax return and that a periodofoneyear has passed since the last day permitted for timely filing of the return. without the corporation's having filed the return and made paymentof 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: Secnotes 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 effectivedateofthe filing thereof. (2) File one of such duplicate originals in the secretaryofstate's office. (3) Issue a certificate of withdrawal to which the otherduplicateoriginal shall be affixed. Thecertificate ofwithdrawal. together with the duplicate original of the application for withdrawal affixed theretoby the secretary ofstate, shall be returned to the corporation or its representative. Upon the filing of such application of withdrawal. the authority ofthe corporation to transactbusiness in this stateshall cease. [1982 c 35 § 51; 1965 c 53 § 123.]

### ForeignCorporations 23A.32.190

(2) An application processing fee of twenty-five dollars shall be charged for each amendmentor 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 ofdelinquency or revocation. [1986 c I17§ 21.]

St,el'llbility'--1986c 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 certificatesofauthority. beentitled 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 ofauthority 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 courtof this state by any successoror 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 thereofduring 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 23ARCW-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 forreinstatement 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 amendmentor supplement shall be effective as of the date oforiginal filing. The application tiled under this section shall be filed under and by authorityof an officerof the corporation. (2) The application shall: (a) State the name of the corporation and. ifapplicable. the name the corporation had elected to use in this
state at the time ofrevocation. 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, ifapplicable. 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) Appointaregistered agent and state the registered office address under RCW 23A.32.080; and (e) Be accompanied by payment of applicable fees and penalties. (3) 

### Ifthe secretary ofstate determines that the application conforms to law 'and that all applicable fees have been paid. the secretary of state shall cancel the certificate ofrevocation. 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 becontrary to the requirements of RCW 23A.32.030. the application. amended application. or supplemental application shall beamended 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 ofreinstatement. [1986 c I 17 § 20.]

St'fI'IIbility--1986c 117:See note following RCW 23A.04.010. 

# L

_ 

# • •

•Title 23A RCW: Washington Business Corporation Act 23A.32.190

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 licenseagrossmisdemeanor: RCW9.24.040. Unauthorizedsignature on document filed wilh secretary ofstale--

Penalty: RCW23A. 44.010.

23A.32.200 Significant business transactions-- Violation of chapter 23A.SO RCW--Revocation of certificateofauthority. (Effective untilJuly I. 1990.) If

a corporation engages in activity in violation ofchapter 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 1ndex.s. c 4:See RCW 23A.50.900.

Chapter23A.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 Byengaging incertain activities nonadmitted organizations are not transacting business. 23A.36.040 Serviceof 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 generalityofthe 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 stateofWashington under the provisions ofthis 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-p44) nonadmitted organizations shall have the right to foreclose such mortgages under the laws ofthis 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 ofchapter 23A.32 RCW. [1979 c 16 § 56: 1965 c 53 

### § 130.]

23A.36.040 Service ofprocess. (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 ofstate by registered mail. At the time ofservice the plaintiffshall 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 ofstate 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 theexpiration offorty days after the dateof service upon the secretary ofstate. [1982 c 35 

### § 56: 1971 ex.s. c 133 

### § 2: 1965 c 53 

### § 132.]**IDlenl~enbilily--Effecli.e dales--Applical~I981**  c 35:See notesfollowing RCW 43.07.160. Commencement ofactions: Chapter4.28 RCW. Deposit ofcertain fees recovered under Ihis section in secretary of

srates revolving fund: RCW43.07.130.

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 isthe subjectof the mortgage purchased by the said nonadmitted organizations. 

### If the property covered by the said mortgage is

( 1989Ed.) ........**.~** 

# 0)· ,I

# ~. .

# ..,**,~,**

-,

-'/0':

## ~.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 ANDCHARGES

Secretaryofstate tocharge and collect. Fees for services by secretaryofslate. Feesfor filingdocuments and issuing certificates. Miscellaneouscharges. Initial and annual report-Contents--Filing--

Compliance--Violation--Penalty. 23A.40.03S Notice ofdue date forpaymentofannual license fee and filingannual report. 23A.40.040 Domestics--Fee for filing articles ofincorporation and for first year's license. 23A.40.060 Annual license feepayable bydomestic corporations. 23A.40.070 Penalty fornonpaymentofannual license fees and failure tocomplete annual report--Paymentof delinquent fees. 23A.40.077 Waiver ofpenalty fees--Reinstatement to full active Slatus-Conditions--Procedure. 23A.40.080 Public servicecompanies entitled to deductions.
Auto transportation companies: Chapler81·.68RCW. Banlesand trust companies. fees: Chapter30.08 RCW. Building corporations. fraternal society members: Chapter 24.24

RCW. Businessesand professions generally. fees: Titles 18 and 19RCW. Compliance with fee requirements prerequisit« 10 court proceedings:

RCW23A.44.120. Credit unions, fees: Chapter3 I. 12RCW. Dispositionoffunds received b.vsecretaryofstale: RCW23A.44. 150. Doingbusiness without licenseagross misdemeanor: RCW9.24.040. EJlemption from filing and license fees ofbuilding and loan and savingsandloan associations:RCW23A,44. I10. Federalwaterusers' association. fees: RCW90.40.070. Foreign corporations. otherfees: Chsptcr23A.32 RCW. Fraternalsocieties, fees: Chapter24.20 RCW. Industrial loancompanies. fees: Chapter31.04 RCW. Insurancecompanies. fees: Chapter48.14 RCW. Involuntary dissoluuot: for failure 10pay fees: RCW23A,28. 130. Militia. formation ofcorporsuon-s-s-Fee exemption: RCW38.40. /30. Motor freight carriers, fees: Cbepter81.80 RCW Nonprofit corporations: Cbepter24.03 RCW. Publicservicecompanies. fees: Chapter80.24 RCW. Revocation ofcertificateofaUlhorily offoreign corporeuon for Ieilurc

topay fees: RCW23A.32. /60. Savings and loan associations, fees: Chapler33.28 RCW. Secretary of**stal~** filing fees: RCW43.07. /20. Steamboalcompanies. fees: Chepter81.84 RCW**Transpo~tion** companies generally. fees: Ctispter 8/.24 RCW Warehousing and deposits: Titles 22and 62A RCW.

23A.40.010 Secretary ofstate to charge and collect. (Effecti'euntil July I. 1990.)The secretary ofstate shall charge and collect in accordance with the provisions of this title: (l) Fees for filing documents and issuing certificates: (2) Miscellaneouscharges; (3) License fees; (4) Penalty fees; (5) Other fees as the secretary of state may establish by rule adoptedunderchapter 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,euntilJuly I. 1990.) The secretary ofstate shall charge and collect for: (I) Filing articles ofamendment or supplemental articles and issuing a certificate of amendment. twentyfivedollars; 

### (2) Filing restated articles of incorporation. twentyfivedollars; (3) Filing articles of merger or consolidation and issuing a certificate of merger or consolidation. twentyfivedollars; (4) Filing an application to reserve a corporate name, ten dollars; (5) Filing a notice oftransfer of a reserved corporate

name. five dollars; (6) Filing a statement ofchange of address ofregistered office. revocation. resignation. change ofregistered agent, affidavit ofnonappointment, 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 ofthe annual report; (7) Filing a statement ofthe establishment ofa series ofshares. ten dollars; (8) Filing a statement of cancellation of shares. ten dollars; (9) Filing a statementofintent to dissolve. no fee: (10) Filing a statement ofrevocation ofvoluntarY,dissolution proceedings. no fee; (II) Filing articles ofdissolution, no fee; (12) Filing an application of a foreign corporation for

an amended certificate ofauthority 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.

Efreetindate---I980e99: 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 domesticand foreign corporation. except corporations organized under the laws of

rritle 13ARCW--9451

### Title 13A RCW: Washington BusinessCorporation Act 13A.40.0JO

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 paperrelating 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 suitor 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:Seenotes rollowing RCW 43.07.160. Deposit ofcertain fees recovered under this section in secretary of

Slate's revolving fund: RCW43.07.130.



### 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 hereafterorganizedunderthe laws of the territoryor state of Washington and every foreign corporation authorized to do business in Washington shall at thetime it isrequired to pay its annual license fee and at such additional times as it may elect. file with the secretary ofstate 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

nameof 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 briefdescription of the business. if any, which the corporation isconducting. 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 ofthe corporation. (3) Every report required by this section shall be executed by an officer or director on behalfof the corporation except that the initial report of a domestic corporation may be executed by an incorporator. If the

rTide 13ARCW-p461 

### secretary of state finds that the annual report substantially conforms to law, the secretary ofstate 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 underchapter 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 issufficient 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.edate----I980c99: 'Sections 9,10.12.13.14.15. and 16 or this 1980 act shall take effect on January I. 1981." (1980 c 99 § 17.1Section 9 consists or the amendments to RCW 23A.08.480which was recodified as RCW 23A.40.032 by 1982 c 35 § 13. section 10is codified as RCW 23A.28.125. sections 12 and 13 consist or the amendments to RCW 23A.32.160and 23A.40.020, section 14is 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 Noticeof duedatefor paymentof 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 ofeach yearor to the expiration dateof any staggered yearly license. the secretary of state shall mail toeachdomesticcorporation, 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.edate----l980e99: See note following RCW 23A.40.032.



### 23A.40.040 Domestics-Fee for filing articles of incorporationand for first year'slicense. (Effective until July 1, 1990.) Every domesticcorporation, except one for which existing law provides a different fee schedule. shall pay for filing of its articles ofincorporation 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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