reglab/statecodes huggingface dataset:
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › Chapter 24.06 - Nonprofit Miscellaneous and Mutual Corporations Act. › 24.06.300 - Jurisdiction of court to liquidate assets and dissolve corporation.

RCW 24.06.300
Jurisdiction of court to liquidate assets and dissolve corporation.
The superior court shall have full power to liquidate the assets and to provide for the dissolution of a corporation when:
(1) In any action by a member, shareholder or director it is made to appear that:
(a) The directors are deadlocked in the management of the corporate affairs and that irreparable injury to the corporation is being suffered or is threatened by reason thereof, and that the members or shareholders are unable to break the deadlock; or
(b) The acts of the directors or those in control of the corporation are illegal, oppressive, or fraudulent; or
(c) The corporate assets are being misapplied or wasted; or
(d) The corporation is unable to carry out its purposes; or
(e) The shareholders have failed, for a period which includes at least two consecutive annual meeting dates, to elect successors to directors whose terms have expired or would have expired upon the election of their successors.
(2) In an action by a creditor:
(a) The claim of the creditor has been reduced to judgment and an execution thereon has been returned unsatisfied, and it is established that the corporation is insolvent; or
(b) 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) A corporation applies to have its dissolution continued under the supervision of the court.
(4) An action has been filed by the attorney general to dissolve the corporation and it is established that liquidation of its affairs should precede the entry of a decree of dissolution.
Proceedings under subsections (1), (2) or (3) of this section shall be brought in the county in which the registered office or the principal office of the corporation is situated.
It shall not be necessary to make directors, members or shareholders party to any such action or proceedings unless relief is sought against them personally.
[ 1969 ex.s. c 120 § 60.]
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › Chapter 24.06 - Nonprofit Miscellaneous and Mutual Corporations Act. › 24.06.305 - Procedure in liquidation of corporation in court.

RCW 24.06.305
Procedure in liquidation of corporation in court.
(1) In proceedings to liquidate the assets and affairs of a corporation the court shall have the power to:
(a) Issue injunctions;
(b) Appoint a receiver or receivers pendente lite, with such powers and duties as the court may, from time to time, direct;
(c) Take such other proceedings as may be requisite to preserve the corporate assets wherever situated; and
(d) Carry on the affairs 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 receiver.
(2) The assets of the corporation or the proceeds resulting from the sale, conveyance, or other disposition thereof shall be applied and distributed as follows:
(a) All costs and expenses of the court proceedings, and all liabilities and obligations of the corporation shall be paid, satisfied and discharged, or adequate provision made therefor;
(b) Assets held by the corporation upon condition requiring return, transfer, or conveyance, which condition occurs by reason of the dissolution or liquidation, shall be returned, transferred, or conveyed in accordance with such requirements;
(c) Remaining assets, if any, shall be distributed to the members, shareholders, or others in accordance with the provisions of the articles of incorporation.
(3) The court shall have power to make periodic allowances, as expenses of the liquidation and compensation to the receivers and attorneys in the proceeding accrue, and to direct the payment thereof from the assets of the corporation or from the proceeds of any sale or disposition of such assets.
[ 2004 c 165 § 41; 1969 ex.s. c 120 § 61.]
NOTES:
Purpose—Captions not law—2004 c 165: See notes following RCW 7.60.005.
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › Chapter 24.06 - Nonprofit Miscellaneous and Mutual Corporations Act. › 24.06.310 - Qualifications of receivers—Bond.

RCW 24.06.310
Qualifications of receivers—Bond.
A receiver shall in all cases be a citizen of the United States or a corporation for profit 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.
[ 1969 ex.s. c 120 § 62.]
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › Chapter 24.06 - Nonprofit Miscellaneous and Mutual Corporations Act. › 24.06.315 - Filing of claims in liquidation proceedings.

RCW 24.06.315
Filing of claims in liquidation proceedings.
In proceedings to liquidate the assets and affairs of a corporation the court may require all creditors of the corporation to file with the clerk of the court or with the receiver, in such form as the court may prescribe, proofs under oath of their respective claims. If the court requires the filing of claims it shall fix a date, which shall be not less than four months from the date of the order, as the last day for the filing of claims, and shall prescribe the notice that shall be given to creditors and claimants of the date so fixed. Prior to the date so fixed, the court may extend the time for the filing of claims. Creditors and claimants failing to file proofs of claim on or before the date so fixed may be barred, by order of court, from participating in the distribution of the assets of the corporation.
[ 1969 ex.s. c 120 § 63.]
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › Chapter 24.06 - Nonprofit Miscellaneous and Mutual Corporations Act. › 24.06.320 - Discontinuance of liquidation proceedings.

RCW 24.06.320
Discontinuance of liquidation proceedings.
The liquidation of the assets and affairs of a corporation may be discontinued at any time during the liquidation proceedings when it is established that cause for liquidation no longer exists. In such event the court shall dismiss the proceedings and direct the receiver to redeliver to the corporation all its remaining property and assets.
[ 1969 ex.s. c 120 § 64.]
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › Chapter 24.06 - Nonprofit Miscellaneous and Mutual Corporations Act. › 24.06.325 - Decree of involuntary dissolution.

RCW 24.06.325
Decree of involuntary dissolution.
In proceedings to liquidate the assets and affairs of a corporation, when the costs and expenses of such proceedings and all debts, obligations, and liabilities of the corporation shall have been paid and discharged and all of its remaining property and assets distributed in accordance with the provisions of this chapter, or in case its property and assets are not sufficient to satisfy and discharge such costs, expenses, debts, and obligations, and all the property and assets have been applied so far as they will go to their payment, the court shall enter a decree dissolving the corporation, whereupon the corporate existence shall cease.
[ 1969 ex.s. c 120 § 65.]
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › Chapter 24.06 - Nonprofit Miscellaneous and Mutual Corporations Act. › 24.06.330 - Filing of decree of dissolution.

RCW 24.06.330
Filing of decree of dissolution.
In case the court shall enter a decree dissolving a corporation, it shall be the duty of the court clerk to cause a certified copy of the decree to be filed with the secretary of state. No fee shall be charged by the secretary of state for the filing thereof.
[ 1969 ex.s. c 120 § 66.]
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › Chapter 24.06 - Nonprofit Miscellaneous and Mutual Corporations Act. › 24.06.335 - Survival of remedies after dissolution.

RCW 24.06.335
Survival of remedies after dissolution.
The dissolution of a corporation whether (1) by the filing and issuance of a certificate of dissolution, voluntary or involuntary, by the secretary of state, or (2) by a decree of court when the court has not liquidated the assets and affairs of the corporation as provided in this chapter, or (3) by expiration of its period of duration, shall not take away or impair any remedy available to or against such corporation, its directors, officers, members, or shareholders, for any right or claim existing, or any liability incurred, prior to such dissolution if action or other proceeding thereon is commenced within two years from the date of dissolution. Any such action or proceeding by or against the corporation may be prosecuted or defended by the corporation in its corporate name and capacity. The members, shareholders, directors, and officers shall have power to take such corporate or other action as shall be appropriate to protect any remedy, right, or claim. If the corporation was dissolved by the expiration of its period of duration, such corporation may amend its articles of incorporation at any time during the two years following dissolution, in order to extend its period of duration. If, during the period of dissolution, another person or corporation has reserved or adopted a corporate name which is identical to or deceptively similar to the dissolved corporation's name, the corporation extending its period of duration shall be required to adopt another name consistent with the requirements of this chapter and to amend its articles of incorporation accordingly. The corporation shall also pay to the state all fees and penalties which would otherwise have been due if the corporate charter had not expired, plus a reinstatement fee of twenty-five dollars.
[ 1982 c 35 § 142; 1969 ex.s. c 120 § 67.]
NOTES:
Intent—Severability—Effective dates—Application—1982 c 35: See notes following RCW 43.07.160.
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › Chapter 24.06 - Nonprofit Miscellaneous and Mutual Corporations Act. › 24.06.340 - Registration of foreign corporation—Right to conduct affairs in the state.

RCW 24.06.340
Registration of foreign corporation—Right to conduct affairs in the state.
(1) No foreign corporation shall have the right to conduct affairs in this state until it registers with the secretary of state in accordance with the requirements of Article 5 of chapter 23.95 RCW.
(2) A nonexhaustive list of activities that do not constitute conducting affairs in this state is provided in RCW 23.95.520.
[ 2015 c 176 § 4117; 1969 ex.s. c 120 § 68.]
NOTES:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › Chapter 24.06 - Nonprofit Miscellaneous and Mutual Corporations Act. › 24.06.345 - Effect of registration—Governing law.

RCW 24.06.345
Effect of registration—Governing law.
A foreign corporation that registers to conduct affairs in this state is subject to RCW 23.95.500 relating to the effect of registration and the governing law for registered foreign corporations.
[ 2015 c 176 § 4118; 1969 ex.s. c 120 § 69.]
NOTES:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › Chapter 24.06 - Nonprofit Miscellaneous and Mutual Corporations Act. › 24.06.350 - Corporate name of foreign corporation.

RCW 24.06.350
Corporate name of foreign corporation.
The corporate name of a foreign corporation registered in this state must comply with the provisions of RCW 23.95.525 and Article 3 of chapter 23.95 RCW.
[ 2015 c 176 § 4119; 1982 c 35 § 143; 1969 ex.s. c 120 § 70.]
NOTES:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
Intent—Severability—Effective dates—Application—1982 c 35: See notes following RCW 43.07.160.
Registration of corporate name: RCW 24.06.047.
Reservation of exclusive right to use corporate name: RCW 24.06.046.
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › Chapter 24.06 - Nonprofit Miscellaneous and Mutual Corporations Act. › 24.06.360 - Foreign registration statement—Filing.

RCW 24.06.360
Foreign registration statement—Filing.
A foreign corporation may register to conduct affairs in this state by delivering to the secretary of state for filing a foreign registration statement in accordance with RCW 23.95.510.
[ 2015 c 176 § 4120; 1989 c 307 § 38; 1982 c 45 § 2; 1969 ex.s. c 120 § 72.]
NOTES:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
Legislative finding—1989 c 307: See note following RCW 23.86.007.
Application—1989 c 307: See RCW 23.86.900.
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › Chapter 24.06 - Nonprofit Miscellaneous and Mutual Corporations Act. › 24.06.367 - Certificate of authority as insurance company—Filing of documents.

RCW 24.06.367
Certificate of authority as insurance company—Filing of documents.
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 documents are required to be filed with the secretary of state, the documents shall be filed with the insurance commissioner rather than the secretary of state.
[ 1998 c 23 § 14.]
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › Chapter 24.06 - Nonprofit Miscellaneous and Mutual Corporations Act. › 24.06.369 - Certificate of authority as insurance company—Registration or reservation of name.

RCW 24.06.369
Certificate of authority as insurance company—Registration or reservation of name.
For those corporations that 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 a corporation may register or reserve a corporate name, the registration or reservation shall be filed with the insurance commissioner rather than the secretary of state. The secretary of state and insurance commissioner shall cooperate with each other in registering or reserving a corporate name so that there is no duplication of the name.
[ 1998 c 23 § 15.]
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › Chapter 24.06 - Nonprofit Miscellaneous and Mutual Corporations Act. › 24.06.370 - Authorization to conduct affairs in the state—Right of state to terminate registration.

RCW 24.06.370
Authorization to conduct affairs in the state—Right of state to terminate registration.
Upon the filing of the foreign registration statement by the secretary of state, the corporation shall be authorized to conduct affairs in this state for those purposes set forth in its application subject to the right of the state to terminate the registration as provided in RCW 23.95.550.
[ 2015 c 176 § 4121; 1982 c 35 § 145; 1969 ex.s. c 120 § 74.]
NOTES:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
Intent—Severability—Effective dates—Application—1982 c 35: See notes following RCW 43.07.160.
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › Chapter 24.06 - Nonprofit Miscellaneous and Mutual Corporations Act. › 24.06.375 - Registered agent of foreign corporation.

RCW 24.06.375
Registered agent of foreign corporation.
Every foreign corporation registered to conduct affairs in this state shall have and continuously maintain in this state a registered agent in accordance with Article 4 of chapter 23.95 RCW.
[ 2015 c 176 § 4122; 1969 ex.s. c 120 § 75.]
NOTES:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › Chapter 24.06 - Nonprofit Miscellaneous and Mutual Corporations Act. › 24.06.380 - Change of registered agent of foreign corporation.

RCW 24.06.380
Change of registered agent of foreign corporation.
A foreign corporation registered to conduct affairs in this state may change its registered agent by delivering to the secretary of state for filing a statement of change in accordance with RCW 23.95.430. The statement shall be executed by the corporation, by an officer of the corporation.
A registered agent may change its information on file with the secretary of state in accordance with RCW 23.95.435 or 23.95.440.
[ 2015 c 176 § 4123; 1993 c 356 § 19; 1982 c 35 § 146; 1969 ex.s. c 120 § 76.]
NOTES:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
Effective date—1993 c 356: See note following RCW 24.06.046.
Intent—Severability—Effective dates—Application—1982 c 35: See notes following RCW 43.07.160.
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › Chapter 24.06 - Nonprofit Miscellaneous and Mutual Corporations Act. › 24.06.385 - Resignation of registered agent.

RCW 24.06.385
Resignation of registered agent.
Any registered agent in this state appointed by a foreign corporation may resign as such agent by executing and delivering to the secretary of state for filing a statement of resignation in accordance with RCW 23.95.445.
[ 2015 c 176 § 4124; 1969 ex.s. c 120 § 77.]
NOTES:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › Chapter 24.06 - Nonprofit Miscellaneous and Mutual Corporations Act. › 24.06.390 - Service of process, notice, or demand on corporation.

RCW 24.06.390
Service of process, notice, or demand on corporation.
Service of any process, notice or demand required or permitted by law to be served upon the corporation may be made in accordance with RCW 23.95.450.
[ 2015 c 176 § 4125; 1969 ex.s. c 120 § 78.]
NOTES:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › Chapter 24.06 - Nonprofit Miscellaneous and Mutual Corporations Act. › 24.06.395 - Failure to appoint or maintain agent—Service of process, notice, or demand.

RCW 24.06.395
Failure to appoint or maintain agent—Service of process, notice, or demand.
Whenever a foreign corporation authorized to conduct affairs in this state shall fail to appoint or maintain a registered agent in this state, or whenever any such registered agent cannot with reasonable diligence be found at the registered office, or whenever the certificate of authority of a foreign corporation shall be suspended or revoked service of any process, notice, or demand upon the corporation may be made in accordance with RCW 23.95.450. Nothing contained in this section shall limit or affect the right to serve any process, notice or demand, required or permitted by law to be served upon a corporation in any other manner now or hereafter permitted by law.
[ 2015 c 176 § 4126; 1982 c 35 § 147; 1969 ex.s. c 120 § 79.]
NOTES:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
Intent—Severability—Effective dates—Application—1982 c 35: See notes following RCW 43.07.160.
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › Chapter 24.06 - Nonprofit Miscellaneous and Mutual Corporations Act. › 24.06.400 - Amendment to articles of incorporation of foreign corporation.

RCW 24.06.400
Amendment to articles of incorporation of foreign corporation.
Whenever the articles of incorporation of a foreign corporation authorized to conduct affairs in this state are amended, such foreign corporation shall, within thirty days after such amendment becomes effective, file in the office of the secretary of state a copy of such amendment duly authenticated by the proper officer designated under the laws of the state or country in which it is incorporated: PROVIDED, That the filing thereof shall not of itself enlarge or alter the purpose or purposes for which such corporation is authorized to pursue in conducting its affairs in this state, nor authorize such corporation to conduct affairs in this state under any other name than the name set forth in its certificate of authority.
[ 1969 ex.s. c 120 § 80.]
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › Chapter 24.06 - Nonprofit Miscellaneous and Mutual Corporations Act. › 24.06.405 - Merger of foreign corporation authorized to conduct affairs in this state.

RCW 24.06.405
Merger of foreign corporation authorized to conduct affairs in this state.
Whenever a foreign corporation authorized to conduct affairs in this state shall be a party to a statutory merger permitted by the laws of the state or country under which it is incorporated, and such corporation shall be the surviving corporation, it shall, within thirty days after such merger becomes effective, file with the secretary of state a copy of the articles of merger duly authenticated by the proper officer designated under the laws of the state or country in which such statutory merger was effected; and it shall not be necessary for such corporation to procure either a new or amended certificate of authority to conduct affairs in this state unless the name of such corporation be changed thereby or unless the corporation desires to pursue in this state other or additional purposes than those which it is then authorized to pursue in this state.
[ 1969 ex.s. c 120 § 81.]
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › Chapter 24.06 - Nonprofit Miscellaneous and Mutual Corporations Act. › 24.06.410 - Amended foreign registration statement.

RCW 24.06.410
Amended foreign registration statement.
A foreign corporation registered to conduct affairs in this state shall amend its foreign registration statement under the circumstances specified in RCW 23.95.515.
[ 2015 c 176 § 4127; 1969 ex.s. c 120 § 82.]
NOTES:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › Chapter 24.06 - Nonprofit Miscellaneous and Mutual Corporations Act. › 24.06.415 - Withdrawal of foreign corporation.

RCW 24.06.415
Withdrawal of foreign corporation.
A foreign corporation registered to conduct affairs in this state may withdraw from this state by delivering a statement of withdrawal to the secretary of state for filing in accordance with RCW 23.95.530.
[ 2015 c 176 § 4128; 1993 c 356 § 20; 1982 c 35 § 148; 1969 ex.s. c 120 § 83.]
NOTES:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
Effective date—1993 c 356: See note following RCW 24.06.046.
Intent—Severability—Effective dates—Application—1982 c 35: See notes following RCW 43.07.160.
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › Chapter 24.06 - Nonprofit Miscellaneous and Mutual Corporations Act. › 24.06.425 - Termination of registration.

RCW 24.06.425
Termination of registration.
The registration of a foreign corporation to conduct affairs in this state may be terminated by the secretary of state in accordance with RCW 23.95.550.
[ 2015 c 176 § 4129; 1982 c 35 § 150; 1969 ex.s. c 120 § 85.]
NOTES:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
Intent—Severability—Effective dates—Application—1982 c 35: See notes following RCW 43.07.160.
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › Chapter 24.06 - Nonprofit Miscellaneous and Mutual Corporations Act. › 24.06.435 - Conducting affairs without registering.

RCW 24.06.435
Conducting affairs without registering.
A foreign corporation conducting affairs in this state without registering with the secretary of state is subject to RCW 23.95.505.
[ 2015 c 176 § 4130; 1969 ex.s. c 120 § 87.]
NOTES:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › Chapter 24.06 - Nonprofit Miscellaneous and Mutual Corporations Act. › 24.06.440 - Annual report of domestic and foreign corporations.

RCW 24.06.440
Annual report of domestic and foreign corporations.
Each domestic corporation, and each foreign corporation registered to conduct affairs in this state, shall deliver an annual report to the secretary of state in accordance with RCW 23.95.255.
[ 2015 c 176 § 4131; 1993 c 356 § 22; 1982 c 35 § 152; 1969 ex.s. c 120 § 88.]
NOTES:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
Effective date—1993 c 356: See note following RCW 24.06.046.
Intent—Severability—Effective dates—Application—1982 c 35: See notes following RCW 43.07.160.
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › Chapter 24.06 - Nonprofit Miscellaneous and Mutual Corporations Act. › 24.06.450 - Applicable fees, charges, and penalties.

RCW 24.06.450
Applicable fees, charges, and penalties.
Corporations are subject to the applicable fees, charges, and penalties established by the secretary of state under RCW 23.95.260 and 43.07.120.
[ 2015 c 176 § 4132; 2010 1st sp.s. c 29 § 4; 1993 c 269 § 7; 1991 c 223 § 2; 1982 c 35 § 154; 1981 c 230 § 6; 1973 c 70 § 2; 1969 ex.s. c 120 § 90.]
NOTES:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
Intent—2010 1st sp.s. c 29: "It is the intent of the legislature to restructure certain fees for the division of corporations of the office of the secretary of state in a manner that has minimal revenue impact but moves the division of corporations towards a more self-sustaining budget." [ 2010 1st sp.s. c 29 § 1.]
Effective date—1993 c 269: See note following RCW 23.86.070.
Effective date—1991 c 223: "This act is necessary for the immediate preservation of the public peace, health, or safety, or support of the state government and its existing public institutions, and shall take effect on July 1, 1991." [ 1991 c 223 § 4.]
Intent—Severability—Effective dates—Application—1982 c 35: See notes following RCW 43.07.160.
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › Chapter 24.06 - Nonprofit Miscellaneous and Mutual Corporations Act. › 24.06.465 - Penalties imposed upon corporation—Penalty established by secretary of state.

RCW 24.06.465
Penalties imposed upon corporation—Penalty established by secretary of state.
(1) Each corporation, domestic or foreign, which fails or refuses to file its annual report for any year within the time prescribed by this chapter shall be subject to a penalty as established and assessed by the secretary of state.
(2) Each corporation, domestic or foreign, which fails or refuses to answer truthfully and fully within the time prescribed by this chapter any interrogatories propounded by the secretary of state in accordance with the provisions of this chapter, is guilty of a misdemeanor and upon conviction thereof shall be fined in an amount not to exceed five hundred dollars on each count.
[ 2003 c 53 § 165; 1994 c 287 § 11; 1969 ex.s. c 120 § 93.]
NOTES:
Intent—Effective date—2003 c 53: See notes following RCW 2.48.180.
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › Chapter 24.06 - Nonprofit Miscellaneous and Mutual Corporations Act. › 24.06.470 - Penalties imposed upon directors and officers.

RCW 24.06.470
Penalties imposed upon directors and officers.
Each director and officer of a corporation, domestic or foreign, who fails or refuses within the time prescribed by this chapter, to answer truthfully and fully any interrogatories propounded to him or her by the secretary of state in accordance with the provisions of this chapter, which is known to such officer or director to be false in any material respect, shall be deemed to be guilty of a misdemeanor, and upon conviction thereof shall be fined in an amount not to exceed five hundred dollars on each count.
[ 2015 c 176 § 4133; 2011 c 336 § 669; 1969 ex.s. c 120 § 94.]
NOTES:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › Chapter 24.06 - Nonprofit Miscellaneous and Mutual Corporations Act. › 24.06.475 - Interrogatories by secretary of state.

RCW 24.06.475
Interrogatories by secretary of state.
The secretary of state may propound to any corporation, domestic or foreign, subject to the provisions of this chapter, and to any officer or director thereof such interrogatories as may be reasonably necessary and proper to enable the secretary of state to ascertain whether such corporation has complied with all of the provisions of this chapter applicable to such corporation. All such interrogatories shall be answered within thirty days after the mailing thereof, or within such additional time as shall be fixed by the secretary of state, and the answers thereto shall be full and complete, made in writing, and under oath. If such interrogatories are directed to an individual, they shall be answered personally by him or her, and if directed to the corporation they shall be answered by the president, a vice president, a secretary or any assistant secretary thereof. The secretary of state need not file any document to which such interrogatories relate until such interrogatories are answered as required by this section, and even not then if the answers thereto disclose that the document is not in conformity with the provisions of this chapter.
The secretary of state shall certify to the attorney general, for such action as the attorney general may deem appropriate, all interrogatories and answers thereto which disclose a violation of any of the provisions of this chapter.
[ 2011 c 336 § 670; 1982 c 35 § 157; 1969 ex.s. c 120 § 95.]
NOTES:
Intent—Severability—Effective dates—Application—1982 c 35: See notes following RCW 43.07.160.
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › Chapter 24.06 - Nonprofit Miscellaneous and Mutual Corporations Act. › 24.06.480 - Confidential nature of information disclosed by interrogatories.

RCW 24.06.480
Confidential nature of information disclosed by interrogatories.
Interrogatories propounded by the secretary of state and the answers thereto shall not be open to public inspection, nor shall the secretary of state disclose any facts or information obtained therefrom unless (1) his or her official duty may require that the same be made public, or (2) such interrogatories or the answers thereto are required for use in evidence in any criminal proceedings or other action by the state.
[ 1982 c 35 § 158; 1969 ex.s. c 120 § 96.]
NOTES:
Intent—Severability—Effective dates—Application—1982 c 35: See notes following RCW 43.07.160.
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › Chapter 24.06 - Nonprofit Miscellaneous and Mutual Corporations Act. › 24.06.485 - Power and authority of secretary of state.

RCW 24.06.485
Power and authority of secretary of state.
The secretary of state shall have all power and authority reasonably necessary for the efficient and effective administration of this chapter, including the adoption of rules under chapter 34.05 RCW.
[ 1982 c 35 § 159; 1969 ex.s. c 120 § 97.]
NOTES:
Intent—Severability—Effective dates—Application—1982 c 35: See notes following RCW 43.07.160.
Power and authority of secretary of state: RCW 23B.01.300.
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › Chapter 24.06 - Nonprofit Miscellaneous and Mutual Corporations Act. › 24.06.490 - Duty of secretary of state to file—Review of refusal to file.

RCW 24.06.490
Duty of secretary of state to file—Review of refusal to file.
RCW 23.95.225 governs the secretary of state's duty to file records 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 record.
[ 2015 c 176 § 4134; 1982 c 35 § 160; 1969 ex.s. c 120 § 98.]
NOTES:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
Intent—Severability—Effective dates—Application—1982 c 35: See notes following RCW 43.07.160.
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › Chapter 24.06 - Nonprofit Miscellaneous and Mutual Corporations Act. › 24.06.500 - Greater voting requirements.

RCW 24.06.500
Greater voting requirements.
Whenever, with respect to any action to be taken by the members, shareholders or directors of a corporation, the articles of incorporation require the vote or concurrence of a greater proportion of the members, shareholders or directors, as the case may be, than required by this chapter with respect to such action, the provisions of the articles of incorporation shall control.
[ 1969 ex.s. c 120 § 100.]
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › Chapter 24.06 - Nonprofit Miscellaneous and Mutual Corporations Act. › 24.06.505 - Waiver of notice.

RCW 24.06.505
Waiver of notice.
Whenever any notice is required to be given to any member, shareholder or director of a corporation under the provisions of this chapter or under the provisions of the articles of incorporation or bylaws of the corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether made before or given after the time stated therein, shall be equivalent to the giving of such notice.
[ 1969 ex.s. c 120 § 101.]
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › Chapter 24.06 - Nonprofit Miscellaneous and Mutual Corporations Act. › 24.06.510 - Action by members or directors without a meeting.

RCW 24.06.510
Action by members or directors without a meeting.
Any action required by this chapter to be taken at a meeting of the members, shareholders or directors of a corporation, or any action which may be taken at a meeting of the members, shareholders or directors, may be taken without a meeting, if a consent in writing, setting forth the action so taken, is signed by all of the members and shareholders entitled to vote thereon, or by all of the directors, as the case may be, unless the articles or bylaws provide to the contrary.
Such consent shall have the same force and effect as a unanimous vote, and may be stated as such in any articles or document filed with the secretary of state.
[ 1969 ex.s. c 120 § 102.]
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › Chapter 24.06 - Nonprofit Miscellaneous and Mutual Corporations Act. › 24.06.515 - Unauthorized assumption of corporate powers.

RCW 24.06.515
Unauthorized assumption of corporate powers.
All persons who assume to act as a corporation without authority so to do shall be jointly and severally liable for all debts and liabilities incurred or arising as a result thereof.
[ 1969 ex.s. c 120 § 103.]
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › Chapter 24.06 - Nonprofit Miscellaneous and Mutual Corporations Act. › 24.06.520 - Reinstatement and renewal of corporate existence—Fee.

RCW 24.06.520
Reinstatement and renewal of corporate existence—Fee.
If the term of existence of a corporation which was organized under this chapter, or which has availed itself of the privileges thereby provided expires, such corporation shall have the right to renew within two years of the expiration of its term of existence. The corporation may renew the term of its existence for a definite period or perpetually and be reinstated under any name not then in use by or reserved for a domestic corporation organized under any act of this state or a foreign corporation authorized under any act of this state to transact business or conduct affairs in this state. To do so the directors, members and officers shall adopt amended articles of incorporation containing a certification that the purpose thereof is a reinstatement and renewal of the corporate existence. They shall proceed in accordance with the provisions of this chapter for the adoption and filing of amendments to articles of incorporation. Thereupon such corporation shall be reinstated and its corporate existence renewed as of the date on which its previous term of existence expired and all things done or omitted by it or by its officers, directors, agents and members before such reinstatement shall be as valid and have the same legal effect as if its previous term of existence had not expired.
A corporation reinstating under this section shall pay to the state all fees and penalties which would have been due if the corporate charter had not expired, plus a reinstatement fee established by the secretary of state by rule.
[ 1993 c 269 § 9; 1982 c 35 § 162; 1969 ex.s. c 120 § 106.]
NOTES:
Effective date—1993 c 269: See note following RCW 23.86.070.
Intent—Severability—Effective dates—Application—1982 c 35: See notes following RCW 43.07.160.
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › Chapter 24.06 - Nonprofit Miscellaneous and Mutual Corporations Act. › 24.06.525 - Reorganization of corporations or associations in accordance with this chapter.

RCW 24.06.525
Reorganization of corporations or associations in accordance with this chapter.
Any corporation or association organized under any other statute may be reorganized under the provisions of this chapter by adopting and filing amendments to its articles of incorporation in accordance with the provisions of this chapter for amending articles of incorporation. The articles of incorporation as amended must conform to the requirements of this chapter, and shall state that the corporation accepts the benefits and will be bound by the provisions of this chapter.
[ 1969 ex.s. c 120 § 107.]
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › Chapter 24.06 - Nonprofit Miscellaneous and Mutual Corporations Act. › 24.06.600 - Locally regulated utilities—Attachments to poles.

RCW 24.06.600
Locally regulated utilities—Attachments to poles.
(1) As used in this section:
(a) "Attachment" means the affixation or installation of any wire, cable or other physical material capable of carrying electronic impulses or light waves for the carrying of intelligence for telecommunications or television, including, but not limited to cable, and any related device, apparatus, or auxiliary equipment upon any pole owned or controlled in whole or in part by one or more locally regulated utilities where the installation has been made with the necessary consent.
(b) "Locally regulated utility" means an [a] mutual corporation organized under this chapter for the purpose of providing utility service and not subject to rate or service regulation by the utilities and transportation commission.
(c) "Nondiscriminatory" means that pole owners may not arbitrarily differentiate among or between similar classes of persons approved for attachments.
(2) All rates, terms, and conditions made, demanded or received by a locally regulated utility for attachments to its poles must be just, reasonable, nondiscriminatory and sufficient. A locally regulated utility shall levy attachment space rental rates that are uniform for the same class of service within the locally regulated utility service area.
(3) Nothing in this section shall be construed or is intended to confer upon the utilities and transportation commission any authority to exercise jurisdiction over locally regulated utilities.
[ 1996 c 32 § 2.]
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › Chapter 24.06 - Nonprofit Miscellaneous and Mutual Corporations Act. › 24.06.610 - Tariff for irrigation pumping service—Authority for locally regulated utility to buy back electricity.

RCW 24.06.610
Tariff for irrigation pumping service—Authority for locally regulated utility to buy back electricity.
The board may approve a tariff for irrigation pumping service that allows the locally regulated utility to buy back electricity from customers to reduce electricity usage by those customers during the locally regulated utility's particular irrigation season.
[ 2001 c 122 § 5.]
NOTES:
Effective date—2001 c 122: See note following RCW 80.28.310.
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › Chapter 24.06 - Nonprofit Miscellaneous and Mutual Corporations Act. › 24.06.615 - Conversion of domestic corporation to limited cooperative association—Procedure.

RCW 24.06.615
Conversion of domestic corporation to limited cooperative association—Procedure.
(1) Except as provided in subsection (2) of this section, a domestic corporation organized under this chapter, and taking the election provided in RCW 24.06.032(1), may convert to a limited cooperative association pursuant to RCW 23.100.1302 through 23.100.1314.
(2) This section does not apply to a domestic corporation organized for the purpose of generating, purchasing, selling, marketing, transmitting, or distributing electric energy.
[ 2019 c 37 § 1405.]
NOTES:
Uniformity of application and construction—Savings—2019 c 37: See RCW 23.100.1501 and 23.100.1503.
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › Chapter 24.06 - Nonprofit Miscellaneous and Mutual Corporations Act. › 24.06.900 - Short title.

RCW 24.06.900
Short title.
This chapter shall be known and may be cited as the "Nonprofit Miscellaneous and Mutual Corporation Act".
[ 1982 c 35 § 163; 1969 ex.s. c 120 § 104.]
NOTES:
Intent—Severability—Effective dates—Application—1982 c 35: See notes following RCW 43.07.160.
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › Chapter 24.06 - Nonprofit Miscellaneous and Mutual Corporations Act. › 24.06.905 - Existing liabilities not terminated—Continuation of corporate existence—Application of chapter.

RCW 24.06.905
Existing liabilities not terminated—Continuation of corporate existence—Application of chapter.
The enactment of this chapter shall not have the effect of terminating, or in any way modifying, any liability, civil or criminal, which shall already be in existence at the date this chapter becomes effective; and any corporation existing under any prior law which expires on or before the date when this chapter takes effect shall continue its corporate existence: PROVIDED, That this chapter shall apply prospectively to all existing corporations which do not otherwise qualify under the provisions of Titles 23B and 24 RCW, to the extent permitted by the Constitution of this state and of the United States.
[ 1991 c 72 § 44; 1969 ex.s. c 120 § 105.]
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › Chapter 24.06 - Nonprofit Miscellaneous and Mutual Corporations Act. › 24.06.920 - Effective date—1969 ex.s. c 120.

RCW 24.06.920
Effective date—1969 ex.s. c 120.
This chapter is necessary for the immediate preservation of the public peace, health and safety, the support of the state government and its existing public institutions and shall take effect July 1, 1969: PROVIDED, That no corporation existing on the effective date of this chapter shall be required to conform to the provisions of this chapter until July 1, 1971.
[ 1969 ex.s. c 120 § 110.]
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › Chapter 24.12 - Corporations Sole. › 24.12.005 - Application of chapter.

RCW 24.12.005
Application of chapter.
Effective August 1, 2009, a corporation sole may not be formed or incorporated under this chapter.
[ 2009 c 437 § 16.]
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › Chapter 24.12 - Corporations Sole. › 24.12.010 - Corporations sole—Church and religious societies.

RCW 24.12.010
Corporations sole—Church and religious societies.
Any person, being the bishop, overseer, or presiding elder of any church or religious denomination in this state, may, in conformity with the constitution, canons, rules, regulations, or discipline of such church or denomination, become a corporation sole, in the manner prescribed in this chapter, as nearly as may be; and, thereupon, said bishop, overseer, or presiding elder, as the case may be, together with his or her successors in office or position, by his or her official designation, shall be held and deemed to be a body corporate, with all the rights and powers prescribed in the case of corporations aggregate; and with all the privileges provided by law for religious corporations.
[ 2011 c 336 § 671; 1915 c 79 § 1; RRS § 3884.]
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › Chapter 24.12 - Corporations Sole. › 24.12.020 - Corporate powers.

RCW 24.12.020
Corporate powers.
Every corporation sole shall, for the purpose of the trust, have power to contract in the same manner and to the same extent as a natural person, and may sue and be sued, and may defend in all courts and places, in all matters and proceedings whatever, and shall have authority to borrow money and give promissory notes therefor, and to secure the payment of the same by mortgage or other lien upon property, real and personal; to buy, sell, lease, mortgage and in every way deal in real and personal property in the same manner as a natural person may, and without the order of any court; to receive bequests and devises for its own use or upon trusts, to the same extent as natural persons may; and to appoint attorneys-in-fact.
[ 1915 c 79 § 2; RRS § 3885.]
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › Chapter 24.12 - Corporations Sole. › 24.12.030 - Filing articles—Property held in trust.

RCW 24.12.030
Filing articles—Property held in trust.
Articles of incorporation shall be filed in like manner as provided by law for corporations aggregate, and therein shall be set forth the facts authorizing such incorporation, and declare the manner in which any vacancy occurring in the incumbency of such bishop, overseer, or presiding elder, as the case may be, is required by the constitution, canons, rules, regulations, or discipline of such church or denomination to be filled, which statement shall be verified by affidavit, and for proof of the appointment or election of such bishop, overseer, or presiding elder, as the case may be, or any succeeding incumbent of such corporation, it shall be sufficient to file with the secretary of state the original or a copy of his or her commission, or certificate, or letters of election or appointment, duly attested: PROVIDED, All property held in such official capacity by such bishop, overseer, or presiding elder, as the case may be, shall be in trust for the use, purpose, benefit, and behoof of his or her religious denomination, society, or church.
[ 2011 c 336 § 672; 1981 c 302 § 10; 1915 c 79 § 3; RRS § 3886.]
NOTES:
Severability—1981 c 302: See note following RCW 19.76.100.