reglab/housing_qa huggingface dataset:
WA Rev Code § 23B.01.230 (2021)
2021 Revised Code of Washington|Title 23B - Washington Business Corporation Act|Chapter 23B.01 - General Provisions.|23B.01.230 - Effective time and date of document.

RCW 23B.01.230 Effective time and date of document.A document filed with the secretary of state is effective as provided in RCW 23.95.210, and may state a delayed effective date and time in accordance with RCW 23.95.210.[ 2020 c 57 § 35; 2015 c 176 § 2103; 2002 c 297 § 4; 1989 c 165 § 6.]NOTES:Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
WA Rev Code § 23B.01.240 (2021)
2021 Revised Code of Washington|Title 23B - Washington Business Corporation Act|Chapter 23B.01 - General Provisions.|23B.01.240 - Correcting filed documents.

RCW 23B.01.240 Correcting filed documents.A domestic or foreign corporation may correct a document filed by the secretary of state in accordance with RCW 23.95.220.[ 2020 c 57 § 36; 2015 c 176 § 2104; 2002 c 297 § 5; 1989 c 165 § 7.]NOTES:Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
WA Rev Code § 23B.01.250 (2021)
2021 Revised Code of Washington|Title 23B - Washington Business Corporation Act|Chapter 23B.01 - General Provisions.|23B.01.250 - Filing duty of secretary of state.

RCW 23B.01.250 Filing duty of secretary of state.RCW 23.95.225 governs the secretary of state's duty to file documents delivered to the secretary of state for filing, the manner and effect of filing, and procedures that apply when the secretary of state refuses to file a document.[ 2020 c 57 § 37; 2015 c 176 § 2105; 2002 c 297 § 6; 1989 c 165 § 8.]NOTES:Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
WA Rev Code § 23B.01.280 (2021)
2021 Revised Code of Washington|Title 23B - Washington Business Corporation Act|Chapter 23B.01 - General Provisions.|23B.01.280 - Certificate of existence or registration.

RCW 23B.01.280 Certificate of existence or registration.Any person may apply to the secretary of state under RCW 23.95.235 to furnish a certificate of existence for a domestic corporation or a certificate of registration for a foreign corporation.[ 2015 c 176 § 2106; 1991 c 72 § 27; 1989 c 165 § 11.]NOTES:Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
WA Rev Code § 23B.01.290 (2021)
2021 Revised Code of Washington|Title 23B - Washington Business Corporation Act|Chapter 23B.01 - General Provisions.|23B.01.290 - Penalty for signing false document.

RCW 23B.01.290 Penalty for signing false document.RCW 23.95.240 governs the penalty that applies for executing a false document that is intended to be delivered to the secretary of state for filing.[ 2020 c 57 § 38; 2015 c 176 § 2107; 1989 c 165 § 12.]NOTES:Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
WA Rev Code § 23B.01.300 (2021)
2021 Revised Code of Washington|Title 23B - Washington Business Corporation Act|Chapter 23B.01 - General Provisions.|23B.01.300 - Powers.

RCW 23B.01.300 Powers.The secretary of state has the power reasonably necessary to perform the duties required of the secretary of state by this title, including adoption, amendment, or repeal of rules for the efficient administration of this title.[ 1989 c 165 § 13.]
WA Rev Code § 23B.01.420 (2021)
2021 Revised Code of Washington|Title 23B - Washington Business Corporation Act|Chapter 23B.01 - General Provisions.|23B.01.420 - Notice—Common address—Address defined—Shareholders consent.

RCW 23B.01.420 Notice—Common address—Address defined—Shareholders consent.(1) A corporation has delivered written notice or any other report or statement to all shareholders of record who share a common address if all of the following requirements are met:(a) The corporation delivers one copy of the notice, report, or statement to the common address;(b) The corporation addresses the notice, report, or statement to the shareholders who share that address either as a group or to each of the shareholders individually or in any other manner to which each of those shareholders has consented; and(c) Each of those shareholders consents to delivery of a single copy of such notice, report, or statement to the shareholders' common address.(2) For purposes of this section, "address" means a street address, a post office box number, a facsimile telephone number, an address, location, or system for electronic transmissions, an electronic mail address, or another similar destination to which documents are delivered.(3) Any consent described in subsection (1) of this section is revocable by any shareholder who delivers written notice of revocation to the corporation. If the written notice of revocation is delivered, the corporation must begin providing individual notices, reports, or statements to the revoking shareholder within thirty days after delivery of the written notice of revocation.(4) Any shareholder who fails to object by written notice to the corporation, within 60 days of written notice by the corporation of its intention to deliver single copies of notices, reports, or statements to shareholders who share a common address as permitted by subsection (1) of this section, will be deemed to have consented to receiving single copies at the common address, on condition that the notice of intention explains that consent may be revoked and the method for revoking consent.[ 2021 c 84 § 3; 2020 c 57 § 41; 2003 c 35 § 1.]
WA Rev Code § 23B.01.520 (2021)
2021 Revised Code of Washington|Title 23B - Washington Business Corporation Act|Chapter 23B.01 - General Provisions.|23B.01.520 - Domestic corporations—Filing, initial, and annual license fees.

RCW 23B.01.520 Domestic corporations—Filing, initial, and annual license fees.For the privilege of doing business, every domestic corporation, except one for which existing law provides a different fee schedule, shall pay a fee for the filing of its articles of incorporation and its first year's license, and an annual license fee for each year following incorporation on or before the expiration of its corporate license, in an amount established by the secretary of state under RCW 23.95.260.[ 2015 c 176 § 2109; 1989 c 165 § 18.]NOTES:Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
WA Rev Code § 23B.01.540 (2021)
2021 Revised Code of Washington|Title 23B - Washington Business Corporation Act|Chapter 23B.01 - General Provisions.|23B.01.540 - Foreign corporations—Filing and annual license fees.

RCW 23B.01.540 Foreign corporations—Filing and annual license fees.A foreign corporation doing an intrastate business or seeking to do an intrastate business in the state of Washington shall pay for the privilege of so doing the same filing and annual license fees prescribed in RCW 23B.01.520 for domestic corporations.[ 2015 c 176 § 2110; 1989 c 165 § 20.]NOTES:Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
WA Rev Code § 23B.01.570 (2021)
2021 Revised Code of Washington|Title 23B - Washington Business Corporation Act|Chapter 23B.01 - General Provisions.|23B.01.570 - Penalty for nonpayment of annual corporate license fees and failure to file a substantially complete annual report—Payment of delinquent fees—Rules.

RCW 23B.01.570 Penalty for nonpayment of annual corporate license fees and failure to file a substantially complete annual report—Payment of delinquent fees—Rules.In the event any domestic corporation fails to file a full and complete initial report under RCW 23.95.255, or in the event any corporation, foreign or domestic, does business in this state without having paid its annual corporate license fee and without having filed a substantially complete annual report under RCW 23.95.255 when either is due, there shall become due and owing the state of Washington a penalty as established by rule by the secretary under RCW 23.95.260.A corporation organized under this title may at any time prior to its dissolution as provided in Article 6 of chapter 23.95 RCW, and a foreign corporation registered to do business in this state may at any time prior to the termination of its registration as provided in RCW 23.95.550, pay to the state of Washington its current annual license fee, provided it also pays an amount equal to all previously unpaid annual license fees plus the penalty established by rule by the secretary under RCW 23.95.260.[ 2017 c 31 § 4; 2015 c 176 § 2111; 1994 c 287 § 6; 1991 c 72 § 30; 1989 c 165 § 23.]NOTES:Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
WA Rev Code § 23B.01.590 (2021)
2021 Revised Code of Washington|Title 23B - Washington Business Corporation Act|Chapter 23B.01 - General Provisions.|23B.01.590 - Public service companies entitled to deductions.

RCW 23B.01.590 Public service companies entitled to deductions.The annual fee required to be paid to the Washington utilities and transportation commission by any public service corporation shall be deducted from the annual license fee provided in this title and the excess only shall be collected.It shall be the duty of the commission to furnish to the secretary of state on or before July 1st of each year a list of all public service corporations with the amount of annual license fees paid to the commission for the current year.[ 1989 c 165 § 25.]
WA Rev Code § 23B.02.010 (2021)
2021 Revised Code of Washington|Title 23B - Washington Business Corporation Act|Chapter 23B.02 - Incorporation.|23B.02.010 - Incorporators.

RCW 23B.02.010 Incorporators.One or more persons may act as the incorporator or incorporators of a corporation by delivering articles of incorporation to the secretary of state for filing.[ 1989 c 165 § 26.]
WA Rev Code § 23B.02.020 (2021)
2021 Revised Code of Washington|Title 23B - Washington Business Corporation Act|Chapter 23B.02 - Incorporation.|23B.02.020 - Articles of incorporation.

RCW 23B.02.020 Articles of incorporation.(1) The articles of incorporation must include:(a) A corporate name for the corporation that satisfies the requirements of Article 3 of chapter 23.95 RCW;(b) The number of shares the corporation is authorized to issue in accordance with RCW 23B.06.010 and 23B.06.020;(c) The name and address of the corporation's initial registered agent designated in accordance with Article 4 of chapter 23.95 RCW; and(d) The name and address of each incorporator in accordance with RCW 23B.02.010.(2) The articles of incorporation may include:(a) The names and addresses of the individuals who are to serve as initial directors;(b) The par value of any authorized shares or classes of shares;(c) Provisions not inconsistent with law regarding:(i) The purpose or purposes for which the corporation is organized;(ii) Managing the business and regulating the affairs of the corporation; or(iii) Defining, limiting, and regulating the powers of the corporation, its board of directors, and shareholders;(d) Any provision that under this title is required or permitted to be set forth in the bylaws;(e) A provision eliminating or limiting a director's personal liability to the corporation or its shareholders for monetary damages for conduct as a director in accordance with RCW 23B.08.320;(f) A provision permitting or making obligatory indemnification of a director made a party to a proceeding, or advancement or reimbursement of expenses incurred by a director in a proceeding to the extent permitted by RCW 23B.08.560; and(g) A provision limiting or eliminating any duty of a director or any other person to offer the corporation the right to have or participate in any, or one or more classes or categories of, business opportunities, prior to the pursuit or taking of the opportunity by the director or other person in accordance with RCW 23B.08.735(1)(b).(3) The articles of incorporation need not set forth any of the corporate powers enumerated in this title.(4) Provisions in the articles of incorporation may be made dependent on facts objectively ascertainable outside the articles of incorporation in accordance with RCW 23B.01.200(3).[ 2020 c 194 § 2; 2019 c 141 § 1. Prior: 2015 c 176 § 2112; 2015 c 20 § 2; 2009 c 189 § 3; 2002 c 297 § 11; 1997 c 19 § 1; 1996 c 155 § 5; 1994 c 256 § 27; 1989 c 165 § 27.]NOTES:Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.Findings—Construction—1994 c 256: See RCW 43.320.007.
WA Rev Code § 23B.02.030 (2021)
2021 Revised Code of Washington|Title 23B - Washington Business Corporation Act|Chapter 23B.02 - Incorporation.|23B.02.030 - Effect of filing.

RCW 23B.02.030 Effect of filing.(1) Unless a delayed effective date is specified, the corporate existence begins when the articles of incorporation are filed.(2) The secretary of state's filing of the articles of incorporation is conclusive proof that the incorporators satisfied all conditions precedent to the incorporation except in a proceeding by the state to cancel or revoke the incorporation or involuntarily to dissolve the corporation.[ 1989 c 165 § 28.]
WA Rev Code § 23B.02.032 (2021)
2021 Revised Code of Washington|Title 23B - Washington Business Corporation Act|Chapter 23B.02 - Incorporation.|23B.02.032 - Certificate of authority as insurance company—Filing of records.

RCW 23B.02.032 Certificate of authority as insurance company—Filing of records.For those corporations that have a certificate of authority, are applying for, or intend to apply for a certificate of authority from the insurance commissioner as an insurance company under chapter 48.05 RCW, whenever under this chapter corporate records are required to be filed with the secretary of state, the records shall be filed with the insurance commissioner rather than the secretary of state.[ 2002 c 297 § 12; 1998 c 23 § 6.]
WA Rev Code § 23B.02.040 (2021)
2021 Revised Code of Washington|Title 23B - Washington Business Corporation Act|Chapter 23B.02 - Incorporation.|23B.02.040 - Liability for preincorporation transactions.

RCW 23B.02.040 Liability for preincorporation transactions.All persons purporting to act as or on behalf of a corporation, knowing there was no incorporation under this title, are jointly and severally liable for liabilities created while so acting except for any liability to any person who also knew that there was no incorporation.[ 1989 c 165 § 29.]
WA Rev Code § 23B.02.050 (2021)
2021 Revised Code of Washington|Title 23B - Washington Business Corporation Act|Chapter 23B.02 - Incorporation.|23B.02.050 - Organization of corporation.

RCW 23B.02.050 Organization of corporation.(1) After incorporation:(a) If initial directors are named in the articles of incorporation, the initial directors shall hold an organizational meeting, at the call of a majority of the directors, to complete the organization of the corporation by appointing officers, adopting bylaws, and carrying on any other business brought before the meeting;(b) If initial directors are not named in the articles, the incorporator or incorporators shall hold an organizational meeting at the call of a majority of the incorporators:(i) To elect directors and complete the organization of the corporation; or(ii) To elect a board of directors who shall complete the organization of the corporation.(2) Corporate action required or permitted by this title to be approved by incorporators at an organizational meeting may be approved without a meeting if the approval is evidenced by one or more written consents describing the corporate action so approved and executed by each incorporator.(3) An organizational meeting may be held in or out of this state.(4) A corporation must deliver an initial report to the secretary of state in accordance with RCW 23.95.255.[ 2020 c 57 § 42; 2015 c 176 § 2113; 2009 c 189 § 4; 2002 c 297 § 13; 1991 c 72 § 31; 1989 c 165 § 30.]NOTES:Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
WA Rev Code § 23B.02.060 (2021)
2021 Revised Code of Washington|Title 23B - Washington Business Corporation Act|Chapter 23B.02 - Incorporation.|23B.02.060 - Bylaws.

RCW 23B.02.060 Bylaws.(1) The incorporators or board of directors of a corporation must adopt initial bylaws for the corporation.(2) The bylaws of a corporation may contain any provision for managing the business and regulating the affairs of the corporation to the extent the provision does not infringe upon or limit the exclusive authority of the board of directors under RCW 23B.08.010(2)(b) or otherwise conflict with this title or any other law, the articles of incorporation, or a shareholders' agreement authorized by RCW 23B.07.320.[ 2020 c 194 § 3; 2011 c 328 § 1; 2009 c 189 § 5; 1989 c 165 § 31.]
WA Rev Code § 23B.02.070 (2021)
2021 Revised Code of Washington|Title 23B - Washington Business Corporation Act|Chapter 23B.02 - Incorporation.|23B.02.070 - Emergency bylaws.

RCW 23B.02.070 Emergency bylaws.(1) Unless the articles of incorporation provide otherwise, the board of directors of a corporation may adopt bylaws to be effective only in an emergency defined in subsection (4) of this section. The emergency bylaws, which are subject to amendment or repeal by the shareholders, may make all provisions necessary for managing the corporation during the emergency, including:(a) Procedures for calling a meeting of the board of directors;(b) Quorum requirements for the meeting; and(c) Designation of additional or substitute directors.(2) All provisions of the regular bylaws consistent with the emergency bylaws remain effective during the emergency. The emergency bylaws are not effective after the emergency ends.(3) Corporate action taken in good faith in accordance with the emergency bylaws:(a) Binds the corporation; and(b) May not be used to impose liability on a corporate director, officer, employee, or agent.(4) An emergency exists for purposes of this section if a quorum of the corporation's directors cannot readily be assembled because of some catastrophic event.[ 1989 c 165 § 32.]
WA Rev Code § 23B.02.080 (2021)
2021 Revised Code of Washington|Title 23B - Washington Business Corporation Act|Chapter 23B.02 - Incorporation.|23B.02.080 - Forum selection.

RCW 23B.02.080 Forum selection.(1) The articles of incorporation or bylaws may contain provisions that require any or all internal corporate proceedings to be commenced and maintained exclusively in any specified court or courts of this state and, if so specified, in any additional courts in this state or in any other jurisdictions with which the corporation has a reasonable relationship.(2) A provision permitted under subsection (1) of this section:(a) May not confer jurisdiction on any court, over any person, or of any proceeding; and(b) May not (i) prohibit commencing or maintaining an internal corporate proceeding in the courts of this state or (ii) require claims asserted in an internal corporate proceeding to be determined by arbitration.(3) If the court or courts of this state specified in a provision permitted under subsection (1) of this section do not have jurisdiction, but any other court or courts specified in the provision do have jurisdiction, then the internal corporate proceeding may be commenced and maintained:(a) In any court of this state that has jurisdiction; or(b) In any other court specified in the provision that has jurisdiction.(4) If no court specified in a provision permitted under subsection (1) of this section has jurisdiction, then the internal corporate proceeding may be commenced and maintained in any court that has jurisdiction.(5) For purposes of this section, "internal corporate proceeding" means (a) any proceeding asserting a claim based on a violation of a duty under the laws of this state by a current or former director, officer, or shareholder in such capacity, (b) any proceeding commenced or maintained in the right of the corporation, (c) any proceeding asserting a claim arising pursuant to any provision of the act or the corporation's articles of incorporation or bylaws, or (d) any proceeding asserting a claim concerning the internal affairs of the corporation that is not included in (a) through (c) of this subsection.[ 2017 c 28 § 9.]
WA Rev Code § 23B.03.010 (2021)
2021 Revised Code of Washington|Title 23B - Washington Business Corporation Act|Chapter 23B.03 - Powers and Purposes.|23B.03.010 - Purposes.

RCW 23B.03.010 Purposes.(1) Every corporation incorporated under this title has the purpose of engaging in any lawful business unless a more limited purpose is set forth in the articles of incorporation.(2) Corporations organized for the purposes of banking or engaging in business as an insurer shall not be organized under this title.[ 1989 c 165 § 33.]
WA Rev Code § 23B.03.030 (2021)
2021 Revised Code of Washington|Title 23B - Washington Business Corporation Act|Chapter 23B.03 - Powers and Purposes.|23B.03.030 - Emergency powers.

RCW 23B.03.030 Emergency powers.(1) In anticipation of or during an emergency defined in subsection (4) of this section, the board of directors of a corporation may:(a) Modify lines of succession to accommodate the incapacity of any director, officer, employee, or agent; and(b) Relocate the principal office, designate alternative principal offices or regional offices, or authorize the officers to do so.(2) During an emergency defined in subsection (4) of this section, unless emergency bylaws provide otherwise:(a) Notice of a meeting of the board of directors need be given only to those directors whom it is practicable to reach and may be given in any practicable manner, including by publication and radio; and(b) One or more officers of the corporation present at a meeting of the board of directors may be deemed to be directors for the meeting in order of rank and within the same rank in order of seniority, as necessary to achieve a quorum.(3) Corporate action taken in good faith during an emergency under this section to further the business affairs of the corporation:(a) Binds the corporation; and(b) May not be used to impose liability on a corporate director, officer, employee, or agent.(4) An emergency exists for purposes of this section if a quorum of the corporation's directors cannot readily be assembled because of some catastrophic event.[ 1989 c 165 § 35.]
WA Rev Code § 23B.03.040 (2021)
2021 Revised Code of Washington|Title 23B - Washington Business Corporation Act|Chapter 23B.03 - Powers and Purposes.|23B.03.040 - Ultra vires.

RCW 23B.03.040 Ultra vires.(1) Except as provided in subsection (2) of this section, corporate action may not be challenged on the ground that the corporation lacks or lacked power to act.(2) A corporation's power to act may be challenged:(a) In a proceeding by a shareholder against the corporation to enjoin the act;(b) In a proceeding by the corporation, directly, derivatively, or through a receiver, trustee, or other legal representative, against an incumbent or former director, officer, employee, or agent of the corporation; or(c) In a proceeding by the attorney general under RCW 23B.14.300.(3) In a shareholder's proceeding under subsection (2)(a) of this section to enjoin an unauthorized corporate act, the court may enjoin or set aside the act, and may award damages for loss suffered by the corporation or another party because of enjoining or setting aside the unauthorized act.[ 1989 c 165 § 36.]
WA Rev Code § 23B.04.010 (2021)
2021 Revised Code of Washington|Title 23B - Washington Business Corporation Act|Chapter 23B.04 - Name.|23B.04.010 - Corporate name.

RCW 23B.04.010 Corporate name.A corporate name must comply with the requirements of Article 3 of chapter 23.95 RCW.[ 2015 c 176 § 2114; 2012 c 215 § 18; 1998 c 102 § 1; 1994 c 211 § 1304. Prior: 1991 c 269 § 36; 1991 c 72 § 32; 1989 c 165 § 37.]NOTES:Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.Effective date—1994 c 211: See note following RCW 18.04.025.
WA Rev Code § 23B.04.020 (2021)
2021 Revised Code of Washington|Title 23B - Washington Business Corporation Act|Chapter 23B.04 - Name.|23B.04.020 - Reserved name.

RCW 23B.04.020 Reserved name.A person may reserve the exclusive use of a corporate name in accordance with RCW 23.95.310.[ 2015 c 176 § 2115; 1989 c 165 § 38.]NOTES:Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.