reglab/housing_qa huggingface dataset:
WA Rev Code § 24.03A.800 (2021)
2021 Revised Code of Washington|Title 24 - Corporations and Associations (Nonprofit)|Chapter 24.03A - Washington Nonprofit Corporation Act.|24.03A.800 - Effect of domestication.

RCW 24.03A.800 Effect of domestication. (Effective January 1, 2022.)(1) Except as provided in RCW 24.03A.770, when a domestication becomes effective:(a) The title to all real and personal property, both tangible and intangible, of the domesticating corporation remains in the domesticated corporation without reversion or impairment;(b) The liabilities of the domesticating corporation remain the liabilities of the domesticated corporation;(c) An action or proceeding pending against the domesticating corporation continues against the domesticated corporation as if the domestication had not occurred;(d) The articles of incorporation filed pursuant to RCW 24.03A.795(3) constitute the articles of a foreign corporation domesticating in Washington state;(e) The memberships in the domesticating corporation are reclassified into memberships, obligations, rights to acquire memberships, or cash or other property in accordance with the terms of the domestication, and the members are entitled only to the rights provided by those terms;(f) Gift restrictions binding the domestic corporation remain in place as if the domestication had not occurred, unless modified in accordance with RCW 24.03A.190;(g) A devise, bequest, gift, grant, or promise contained in a will or other instrument, in trust or otherwise, made to or for the domesticating corporation before or after the domestication, inures to the domesticated corporation, subject to the express terms of the will or other instrument; and(h) The domesticating corporation is deemed to be:(i) Incorporated under and subject to the organic law of the domesticated corporation for all purposes; and(ii) The same corporation without interruption as the domesticating corporation.(2) The interest holder liability of a member in a foreign nonprofit corporation that is domesticated in the state of Washington is as follows:(a) The domestication does not discharge any interest holder liability under the laws of the foreign jurisdiction to the extent the interest holder liability arose before the effective time of the articles of domestication.(b) The member does not have interest holder liability under the laws of the foreign jurisdiction for any debt, obligation, or liability of the corporation that arises after the effective time of the articles of domestication.(c) The provisions of the laws of the foreign jurisdiction continue to apply to the collection or discharge of any interest holder liability preserved by (a) of this subsection, as if the domestication had not occurred.(d) The domestication has no effect on any member's rights of contribution from other members provided by the laws of the foreign jurisdiction with respect to any interest holder liability preserved by (a) of this subsection.[ 2021 c 176 § 3310.]NOTES:Effective date—2021 c 176: See note following RCW 24.03A.005.
WA Rev Code § 24.03A.805 (2021)
2021 Revised Code of Washington|Title 24 - Corporations and Associations (Nonprofit)|Chapter 24.03A - Washington Nonprofit Corporation Act.|24.03A.805 - Abandonment of domestication.

RCW 24.03A.805 Abandonment of domestication. (Effective January 1, 2022.)(1) Unless otherwise provided in a plan of domestication of a domestic nonprofit corporation, after the plan has been adopted and approved as required by RCW 24.03A.755 through 24.03A.880, and at any time before the domestication has become effective, it may be abandoned by the members if there are members entitled to vote on the plan of domestication, or by the board without action by members.(2) If a domestication is abandoned under subsection (1) of this section after articles of domestication have been filed by the secretary of state but before the domestication has become effective, then a statement that the domestication has been abandoned in accordance with this section, executed by an officer or other authorized representative, must be delivered to the secretary of state for filing before the effective date of the domestication. The statement takes effect upon filing and the domestication is abandoned and does not become effective.(3) If the domestication of a foreign nonprofit corporation in Washington state is abandoned in accordance with the laws of the foreign jurisdiction after articles of domestication have been filed by the secretary of state, then a statement that the domestication has been abandoned, executed by an officer or other authorized representative, must be delivered to the secretary of state for filing. The statement takes effect upon filing and the domestication is abandoned and does not become effective.[ 2021 c 176 § 3311.]NOTES:Effective date—2021 c 176: See note following RCW 24.03A.005.
WA Rev Code § 24.03A.820 (2021)
2021 Revised Code of Washington|Title 24 - Corporations and Associations (Nonprofit)|Chapter 24.03A - Washington Nonprofit Corporation Act.|24.03A.820 - Articles of for-profit conversion.

RCW 24.03A.820 Articles of for-profit conversion. (Effective January 1, 2022.)(1) Articles of for-profit conversion must be executed on behalf of the converting corporation by an officer of the corporation. The articles shall set forth:(a) If the surviving corporation is a domestic business corporation, the name of the corporation immediately before the filing of the articles of for-profit conversion and if that name does not satisfy the requirements of RCW 23B.04.010, or the corporation desires to change its name in connection with the conversion, a name that satisfies the requirements of RCW 23B.04.010;(b) Whether the corporation is holding assets for charitable purposes;(c) If the corporation is holding assets for charitable purposes, that the attorney general has approved, or is deemed to have approved, the for-profit conversion pursuant to RCW 24.03A.770(4);(d) If the surviving corporation is a foreign for-profit corporation, its name after the conversion and its jurisdiction of incorporation;(e) If the nonprofit corporation has members with voting rights with respect to the for-profit conversion, a statement that the plan of for-profit conversion was approved by the members in the manner required by this chapter and the articles or bylaws; and(f) Where there are no members or no members having voting rights with respect to the for-profit conversion, a statement to that effect, the date of the meeting of the board at which the amendment was adopted, and a statement that the amendment received the vote of a majority of directors in office.(2) If the surviving corporation is a domestic for-profit corporation, then the articles of for-profit conversion shall either contain all of the provisions that RCW 23B.02.020 requires to be set forth in articles of incorporation of a domestic for-profit corporation and any other desired provisions permitted under Title 23B RCW, or have attached articles of incorporation that satisfy the requirements of RCW 23B.02.020. In either case, provisions that would not be required to be included in restated articles of incorporation of a domestic for-profit corporation may be omitted, except that the name and address of the initial registered agent of the for-profit corporation must be included.(3) The articles of for-profit conversion and articles of incorporation, if a separate document, must be delivered to the secretary of state for filing, and take effect at the effective time provided in RCW 23.95.210.[ 2021 c 176 § 3314.]NOTES:Effective date—2021 c 176: See note following RCW 24.03A.005.
WA Rev Code § 24.03A.825 (2021)
2021 Revised Code of Washington|Title 24 - Corporations and Associations (Nonprofit)|Chapter 24.03A - Washington Nonprofit Corporation Act.|24.03A.825 - Effect of for-profit conversion.

RCW 24.03A.825 Effect of for-profit conversion. (Effective January 1, 2022.)(1) Except as provided in RCW 24.03A.770, when a conversion of a domestic nonprofit corporation to a domestic or foreign for-profit corporation becomes effective:(a) The title to all real and personal property, both tangible and intangible, of the corporation remains in the corporation without reversion or impairment;(b) The liabilities of the corporation remain the liabilities of the corporation;(c) An action or proceeding pending against the corporation continues against the corporation as if the conversion had not occurred;(d) The articles of the domestic or foreign for-profit corporation become effective;(e) The memberships of the corporation are reclassified into shares or other securities, obligations, rights to acquire shares or other securities, or into cash or other property in accordance with the plan of conversion, and the members are entitled only to the rights provided in the plan of for-profit conversion;(f) A devise, bequest, gift, grant, or promise contained in a will or other instrument, in trust or otherwise, made to or for the corporation before or after the for-profit conversion, continues to inure to the corporation, subject to the express terms of the will or other instrument; and(g) The corporation is deemed to:(i) Be a domestic or foreign for-profit corporation for all purposes; and(ii) Be the same corporation without interruption as the nonprofit corporation.(2) The interest holder liability of a member in a domestic nonprofit corporation that converts to a domestic for-profit corporation is as follows:(a) The conversion does not discharge any interest holder liability of the member as a member of the nonprofit corporation to the extent the interest holder liability arose before the effective time of the articles of for-profit conversion.(b) The member does not have interest holder liability for any debt, obligation, or liability of the for-profit corporation that arises after the effective time of the articles of for-profit conversion.(c) The laws of this state continue to apply to the collection or discharge of any interest holder liability preserved by (a) of this subsection, as if the conversion had not occurred.(d) The member has whatever rights of contribution from other members are provided by the laws of this state with respect to any interest holder liability preserved by (a) of this subsection, as if the conversion had not occurred.(3) A member who becomes subject to interest holder liability for some or all of the debts, obligations, or liabilities of the for-profit corporation has interest holder liability only for those debts, obligations, or liabilities of the for-profit corporation that arise after the effective time of the articles of for-profit conversion.[ 2021 c 176 § 3315.]NOTES:Effective date—2021 c 176: See note following RCW 24.03A.005.
WA Rev Code § 24.03A.830 (2021)
2021 Revised Code of Washington|Title 24 - Corporations and Associations (Nonprofit)|Chapter 24.03A - Washington Nonprofit Corporation Act.|24.03A.830 - Abandonment of for-profit conversion.

RCW 24.03A.830 Abandonment of for-profit conversion. (Effective January 1, 2022.)(1) Unless otherwise provided in a plan of for-profit conversion of a domestic nonprofit corporation, after the plan has been adopted and approved as required by RCW 24.03A.755 through 24.03A.880, and at any time before the for-profit conversion has become effective, it may be abandoned by the members if there are members entitled to vote on the for-profit conversion, or by the board without action by members.(2) If a for-profit conversion is abandoned under subsection (1) of this section after articles of for-profit conversion have been filed by the secretary of state but before the for-profit conversion has become effective, then a statement that the for-profit conversion has been abandoned in accordance with this section, executed by an officer of the corporation, must be delivered to the secretary of state for filing before the effective date of the for-profit conversion. The statement takes effect upon filing and the for-profit conversion is abandoned and does not become effective.[ 2021 c 176 § 3316.]NOTES:Effective date—2021 c 176: See note following RCW 24.03A.005.
WA Rev Code § 24.03A.835 (2021)
2021 Revised Code of Washington|Title 24 - Corporations and Associations (Nonprofit)|Chapter 24.03A - Washington Nonprofit Corporation Act.|24.03A.835 - For-profit domestication and conversion.

RCW 24.03A.835 For-profit domestication and conversion. (Effective January 1, 2022.)A foreign for-profit corporation may become a domestic nonprofit corporation if the domestication and conversion is permitted by the law of the foreign jurisdiction.[ 2021 c 176 § 3317.]NOTES:Effective date—2021 c 176: See note following RCW 24.03A.005.
WA Rev Code § 24.03A.840 (2021)
2021 Revised Code of Washington|Title 24 - Corporations and Associations (Nonprofit)|Chapter 24.03A - Washington Nonprofit Corporation Act.|24.03A.840 - Articles of domestication and conversion.

RCW 24.03A.840 Articles of domestication and conversion. (Effective January 1, 2022.)(1) Articles of domestication and conversion must be executed on behalf of the domesticating and converting corporation by an officer or other authorized representative. The articles shall set forth:(a) The name of the corporation immediately before the filing of the articles of domestication and conversion and, if that name is unavailable for use in Washington state or the corporation desires to change its name in connection with the domestication and conversion, a name that satisfies the requirements of RCW 24.03A.095;(b) The jurisdiction of incorporation of the corporation immediately before the filing of the articles of domestication and conversion and the date the corporation was incorporated in that jurisdiction; and(c) A statement that the domestication and conversion of the corporation in this state was authorized as required by the laws of the jurisdiction in which the corporation was incorporated immediately before its domestication and conversion in Washington state.(2) The articles of domestication and conversion shall either contain all of the provisions that RCW 24.03A.100(1) requires to be set forth in articles of incorporation and any other desired provisions that RCW 24.03A.100 (2) and (3) permit to be included in articles of incorporation, or have attached articles of incorporation that comply with this chapter. In either case, provisions that would not be required to be included in restated articles of incorporation may be omitted, except that the name and address of the initial registered agent of the domestic nonprofit corporation must be included.(3) If the domesticating corporation is a foreign corporation, then the domesticating corporation must, simultaneously with the delivery of the articles of domestication and conversion, deliver articles of incorporation that comply with this chapter to the secretary of state for filing and the secretary of state shall file the articles. Provisions that would not be required to be included in restated articles of incorporation may be omitted, except that the name and address of the initial registered agent of the corporation must be included and the name of the corporation must satisfy the requirements of RCW 24.03A.095.(4) If the foreign for-profit corporation is authorized to transact business in Washington state under chapter 23B.01 RCW, then its registration shall be terminated automatically on the effective date of its domestication and conversion and the secretary of state shall record the termination of registration.[ 2021 c 176 § 3318.]NOTES:Effective date—2021 c 176: See note following RCW 24.03A.005.
WA Rev Code § 24.03A.850 (2021)
2021 Revised Code of Washington|Title 24 - Corporations and Associations (Nonprofit)|Chapter 24.03A - Washington Nonprofit Corporation Act.|24.03A.850 - Abandonment of for-profit domestication and conversion.

RCW 24.03A.850 Abandonment of for-profit domestication and conversion. (Effective January 1, 2022.)If the domestication and conversion of a foreign for-profit corporation to a domestic nonprofit corporation is abandoned in accordance with the laws of the foreign jurisdiction after articles of domestication and conversion have been filed by the secretary of state, then a statement that the domestication and conversion has been abandoned, executed by an officer or other authorized representative, must be delivered to the secretary of state for filing. The statement takes effect upon filing and the domestication and conversion is abandoned and does not become effective.[ 2021 c 176 § 3320.]NOTES:Effective date—2021 c 176: See note following RCW 24.03A.005.
WA Rev Code § 24.03A.855 (2021)
2021 Revised Code of Washington|Title 24 - Corporations and Associations (Nonprofit)|Chapter 24.03A - Washington Nonprofit Corporation Act.|24.03A.855 - Entity conversion for noncharitable corporations.

RCW 24.03A.855 Entity conversion for noncharitable corporations. (Effective January 1, 2022.)(1) A domestic nonprofit corporation, other than a charitable corporation, may become a domestic unincorporated entity pursuant to a plan of entity conversion only if the entity conversion is permitted under the organic law governing the entity that would survive the entity conversion.(2) A domestic nonprofit corporation, other than a charitable corporation, may become a foreign unincorporated entity if the entity conversion is permitted by the laws of the foreign jurisdiction.(3) A domestic unincorporated entity may be converted into a domestic nonprofit corporation only if applicable Washington state law provides procedures for the approval of an entity conversion into a domestic nonprofit corporation.(4) A foreign unincorporated entity may become a domestic nonprofit corporation if the law of the foreign jurisdiction authorizes it to become a nonprofit corporation in another jurisdiction.(5) If any provision of a debt security, note, or similar evidence of indebtedness for money borrowed, whether secured or unsecured, or a contract of any kind, issued, incurred, or executed by a domestic nonprofit corporation before January 1, 2022, applies to a merger of the corporation and the document does not refer to an entity conversion of the corporation, then the provision is deemed to apply to an entity conversion of the corporation until the provision is later amended.[ 2021 c 176 § 3321.]NOTES:Effective date—2021 c 176: See note following RCW 24.03A.005.
WA Rev Code § 24.03A.860 (2021)
2021 Revised Code of Washington|Title 24 - Corporations and Associations (Nonprofit)|Chapter 24.03A - Washington Nonprofit Corporation Act.|24.03A.860 - Plan of entity conversion.

RCW 24.03A.860 Plan of entity conversion. (Effective January 1, 2022.)(1) A plan of entity conversion shall include:(a) A statement of the type of unincorporated entity the surviving entity will be and, if it will be a foreign unincorporated entity, its jurisdiction of organization;(b) The terms and conditions of the conversion;(c) The manner and basis of converting the memberships in the domestic nonprofit corporation following its conversion into interests or other securities, obligations, rights to acquire interests or other securities, cash, other property, or any combination of the foregoing;(d) If the corporation is holding assets for charitable purposes, a plan setting forth how the corporation will comply with RCW 24.03A.770 (1) through (3); and(e) The full text, as they will be in effect immediately following the conversion, of the organic documents of the surviving entity.(2) The plan of entity conversion may also include a provision that the plan may be amended before filing articles of entity conversion, except that after approval of the plan by the members the plan may not be amended to change:(a) The amount or kind of memberships or other securities, interests, obligations, rights to acquire memberships, securities, or interests, cash, or other property to be received under the plan by the members;(b) The organic documents that will be in effect immediately following the conversion, except for changes permitted by a provision of the organic law of the surviving entity comparable to RCW 24.03A.655(2); or(c) Any of the other terms or conditions of the plan if the change would adversely affect any of the members in any material respect.(3) Terms of a plan of entity conversion may be made dependent upon facts objectively ascertainable outside the plan in accordance with RCW 24.03A.060(3).[ 2021 c 176 § 3322.]NOTES:Effective date—2021 c 176: See note following RCW 24.03A.005.
WA Rev Code § 24.03A.880 (2021)
2021 Revised Code of Washington|Title 24 - Corporations and Associations (Nonprofit)|Chapter 24.03A - Washington Nonprofit Corporation Act.|24.03A.880 - Abandonment of entity conversion.

RCW 24.03A.880 Abandonment of entity conversion. (Effective January 1, 2022.)(1) Unless otherwise provided in a plan of entity conversion of a domestic nonprofit corporation, after the plan has been adopted and approved as required by RCW 24.03A.755 through 24.03A.880, and at any time before the entity conversion has become effective, it may be abandoned by the members if there are members entitled to vote, or by the board without action by the members.(2) If an entity conversion is abandoned after articles of entity conversion have been filed by the secretary of state but before the entity conversion has become effective, then a statement that the entity conversion has been abandoned in accordance with this section, executed by an officer of the corporation, must be delivered to the secretary of state for filing before the effective date of the entity conversion. Upon filing, the statement takes effect and the entity conversion is abandoned and does not become effective.[ 2021 c 176 § 3326.]NOTES:Effective date—2021 c 176: See note following RCW 24.03A.005.
WA Rev Code § 24.03A.885 (2021)
2021 Revised Code of Washington|Title 24 - Corporations and Associations (Nonprofit)|Chapter 24.03A - Washington Nonprofit Corporation Act.|24.03A.885 - Dispositions not requiring member approval.

RCW 24.03A.885 Dispositions not requiring member approval. (Effective January 1, 2022.)Unless the articles or bylaws otherwise provide, approval of the members of a nonprofit corporation is not required:(1) To sell, lease, exchange, or otherwise dispose of any or all of the corporation's assets:(a) In the usual and regular course of its activities; or(b) If the assets disposed of represent less than fifty percent of the total assets of the corporation and its consolidated subsidiaries, determined as of the end of the most recently completed fiscal year;(2) To mortgage, pledge, dedicate to the repayment of indebtedness whether with or without recourse, or otherwise encumber any or all of the corporation's assets, whether or not in the usual and regular course of business its activities; or(3) To transfer any or all of the corporation's assets to one or more corporations or other entities all of the memberships or interests of which are owned by the corporation.[ 2021 c 176 § 3401.]NOTES:Effective date—2021 c 176: See note following RCW 24.03A.005.
WA Rev Code § 24.03A.895 (2021)
2021 Revised Code of Washington|Title 24 - Corporations and Associations (Nonprofit)|Chapter 24.03A - Washington Nonprofit Corporation Act.|24.03A.895 - Effect of dispositions.

RCW 24.03A.895 Effect of dispositions. (Effective January 1, 2022.)Unless a domestic entity that is a party to a disposition of assets obtains an appropriate order of the court or approval from the attorney general under the law of this state, a disposition of assets under RCW 24.03A.885 through 24.03A.902 may not affect:(1) Any restriction imposed upon the entity by its organic documents or other governing authority that may not be amended by its directors, members, or interest holders; or(2) The existing rights of persons other than members, shareholders, or interest holders of the entity.[ 2021 c 176 § 3403.]NOTES:Effective date—2021 c 176: See note following RCW 24.03A.005.