reglab/statecodes huggingface dataset:
2023 Revised Code of Washington › Title 23B - Washington Business Corporation Act › Chapter 23B.13 - Dissenters' Rights. › 23B.13.200 - Notice of dissenters' rights.

RCW 23B.13.200
Notice of dissenters' rights.
(1) If proposed corporate action creating dissenters' rights under RCW 23B.13.020 is submitted for approval by a vote at a shareholders' meeting, the meeting notice must state that shareholders are or may be entitled to assert dissenters' rights under this chapter and be accompanied by a copy of this chapter.
(2) If proposed corporate action creating dissenters' rights under RCW 23B.13.020 would be submitted for approval by a vote at a shareholders' meeting but for the provisions of RCW 23B.11.030(9), the offer made pursuant to RCW 23B.11.030(9) must state that shareholders are or may be entitled to assert dissenters' rights under this chapter and be accompanied by a copy of this chapter.
(3) If corporate action creating dissenters' rights under RCW 23B.13.020 is submitted for approval without a vote of shareholders in accordance with RCW 23B.07.040, the shareholder consent described in RCW 23B.07.040(1)(b) and the notice described in RCW 23B.07.040(3)(a) must include a statement that shareholders are or may be entitled to assert dissenters' rights under this chapter and be accompanied by a copy of this chapter.
[ 2022 c 42 § 114; 2009 c 189 § 42; 2002 c 297 § 36; 1989 c 165 § 143.]
2023 Revised Code of Washington › Title 23B - Washington Business Corporation Act › Chapter 23B.13 - Dissenters' Rights. › 23B.13.210 - Notice of intent to demand payment.

RCW 23B.13.210
Notice of intent to demand payment.
(1) If proposed corporate action creating dissenters' rights under RCW 23B.13.020 is submitted to a vote at a shareholders' meeting, a shareholder who wishes to assert dissenters' rights must (a) deliver to the corporation before the vote is taken written notice of the shareholder's intent to demand payment for the shareholder's shares if the proposed corporate action is effected, and (b) not vote such shares in favor of the proposed corporate action.
(2) If proposed corporate action creating dissenters' rights under RCW 23B.13.020 does not require shareholder approval pursuant to RCW 23B.11.030(9), a shareholder who wishes to assert dissenters' rights with respect to any class or series of shares:
(a) Shall deliver to the corporation before the shares are purchased pursuant to the offer under RCW 23B.11.030(9) written notice of the shareholder's intent to demand payment for the shareholder's shares if the proposed corporate action is effected; and
(b) Shall not tender, or cause to be tendered, any shares of such class or series in response to such offer.
(3) If proposed corporate action creating dissenters' rights under RCW 23B.13.020 is submitted for approval without a vote of shareholders in accordance with RCW 23B.07.040, a shareholder who wishes to assert dissenters' rights must not execute the consent or otherwise vote such shares in favor of the proposed corporate action.
(4) A shareholder who does not satisfy the requirements of subsection (1), (2), or (3) of this section is not entitled to payment for the shareholder's shares under this chapter.
[ 2022 c 42 § 115; 2020 c 57 § 69; 2009 c 189 § 43; 2002 c 297 § 37; 1989 c 165 § 144.]
2023 Revised Code of Washington › Title 23B - Washington Business Corporation Act › Chapter 23B.13 - Dissenters' Rights. › 23B.13.220 - Dissenters' rights—Notice.

RCW 23B.13.220
Dissenters' rights—Notice.
(1) If proposed corporate action creating dissenters' rights under RCW 23B.13.020 is approved at a shareholders' meeting, the corporation shall within ten days after the effective date of the corporate action deliver to all shareholders who satisfied the requirements of RCW 23B.13.210(1) a notice in compliance with subsection (6) of this section.
(2) If proposed corporate action creating dissenters' rights under RCW 23B.13.020 is approved without a vote of shareholders in accordance with RCW 23B.11.030(9), the corporation shall within 10 days after the effective date of the corporate action deliver to all shareholders who satisfied the requirements of RCW 23B.13.210(2) a notice in compliance with subsection (6) of this section.
(3) If proposed corporate action creating dissenters' rights under RCW 23B.13.020 is approved without a vote of shareholders in accordance with RCW 23B.07.040, the notice delivered pursuant to RCW 23B.07.040(3)(b) to shareholders who satisfied the requirements of RCW 23B.13.210(3) shall comply with subsection (6) of this section.
(4) In the case of proposed corporate action creating dissenters' rights under RCW 23B.13.020(1)(a)(ii), the corporation shall within ten days after the effective date of the corporate action deliver to all shareholders of the subsidiary other than the parent a notice in compliance with subsection (6) of this section.
(5) In the case of proposed corporate action creating dissenters' rights under RCW 23B.13.020(1)(d) that, pursuant to RCW 23B.10.020(4)(b), is not required to be approved by the shareholders of the corporation, the corporation shall within ten days after the effective date of the corporate action deliver to all shareholders entitled to dissent under RCW 23B.13.020(1)(d) a notice in compliance with subsection (6) of this section.
(6) Any notice under subsection (1), (2), (3), (4), or (5) of this section must:
(a) State where the payment demand must be sent and where and when certificates for certificated shares must be deposited;
(b) Inform holders of uncertificated shares to what extent transfer of the shares will be restricted after the payment demand is received;
(c) Supply a form for demanding payment that includes the date of the first announcement to news media or to shareholders of the terms of the proposed corporate action and requires that the person asserting dissenters' rights certify whether or not the person acquired beneficial ownership of the shares before that date;
(d) Set a date by which the corporation must receive the payment demand, which date may not be fewer than thirty nor more than sixty days after the date the notice in subsection (1), (2), (3), (4), or (5) of this section is delivered; and
(e) Be accompanied by a copy of this chapter.
[ 2022 c 42 § 116; 2013 c 97 § 2; 2009 c 189 § 44; 2002 c 297 § 38; 1989 c 165 § 145.]
2023 Revised Code of Washington › Title 23B - Washington Business Corporation Act › Chapter 23B.13 - Dissenters' Rights. › 23B.13.230 - Duty to demand payment.

RCW 23B.13.230
Duty to demand payment.
(1) A shareholder sent a notice described in RCW 23B.13.220 must demand payment, certify whether the shareholder acquired beneficial ownership of the shares before the date required to be set forth in the notice pursuant to RCW 23B.13.220(6)(c), and deposit the shareholder's certificates, all in accordance with the terms of the notice.
(2) The shareholder who demands payment and deposits the shareholder's share certificates under subsection (1) of this section retains all other rights of a shareholder until the proposed corporate action is effected.
(3) A shareholder who does not demand payment or deposit the shareholder's share certificates where required, each by the date set in the notice, is not entitled to payment for the shareholder's shares under this chapter.
[ 2022 c 42 § 117; 2013 c 97 § 3; 2002 c 297 § 39; 1989 c 165 § 146.]
2023 Revised Code of Washington › Title 23B - Washington Business Corporation Act › Chapter 23B.13 - Dissenters' Rights. › 23B.13.240 - Share restrictions.

RCW 23B.13.240
Share restrictions.
(1) The corporation may restrict the transfer of uncertificated shares from the date the demand for payment under RCW 23B.13.230 is received until the proposed corporate action is effected or the restriction is released under RCW 23B.13.260.
(2) The person for whom dissenters' rights are asserted as to uncertificated shares retains all other rights of a shareholder until the effective date of the proposed corporate action.
[ 2009 c 189 § 45; 1989 c 165 § 147.]
2023 Revised Code of Washington › Title 23B - Washington Business Corporation Act › Chapter 23B.13 - Dissenters' Rights. › 23B.13.250 - Payment.

RCW 23B.13.250
Payment.
(1) Except as provided in RCW 23B.13.270, within thirty days of the later of the effective date of the proposed corporate action, or the date the payment demand is received, the corporation shall pay each dissenter who complied with RCW 23B.13.230 the amount the corporation estimates to be the fair value of the shareholder's shares, plus accrued interest.
(2) The payment must be accompanied by:
(a) The corporation's balance sheet as of the end of a fiscal year ending not more than sixteen months before the date of payment, an income statement for that year, a statement of changes in shareholders' equity for that year, and the latest available interim financial statements, if any;
(b) An explanation of how the corporation estimated the fair value of the shares;
(c) An explanation of how the interest was calculated;
(d) A statement of the dissenter's right to demand payment under RCW 23B.13.280; and
(e) A copy of this chapter.
[ 1989 c 165 § 148.]
2023 Revised Code of Washington › Title 23B - Washington Business Corporation Act › Chapter 23B.13 - Dissenters' Rights. › 23B.13.260 - Failure to take corporate action.

RCW 23B.13.260
Failure to take corporate action.
(1) If the corporation does not effect the proposed corporate action within sixty days after the date set for demanding payment and depositing share certificates, the corporation shall return the deposited certificates and release any transfer restrictions imposed on uncertificated shares.
(2) If after returning deposited certificates and releasing transfer restrictions, the corporation wishes to effect the proposed corporate action, it must deliver a new dissenters' notice under RCW 23B.13.220 and repeat the payment demand procedure.
[ 2020 c 57 § 70; 2009 c 189 § 46; 1989 c 165 § 149.]
2023 Revised Code of Washington › Title 23B - Washington Business Corporation Act › Chapter 23B.13 - Dissenters' Rights. › 23B.13.270 - After-acquired shares.

RCW 23B.13.270
After-acquired shares.
(1) A corporation may elect to withhold payment required by RCW 23B.13.250 from a dissenter unless the dissenter was the beneficial owner of the shares before the date set forth in the dissenters' notice as the date of the first announcement to news media or to shareholders of the terms of the proposed corporate action.
(2) To the extent the corporation elects to withhold payment under subsection (1) of this section, after the effective date of the proposed corporate action, it shall estimate the fair value of the shares, plus accrued interest, and shall pay this amount to each dissenter who agrees to accept it in full satisfaction of the dissenter's demand. The corporation shall deliver with its offer an explanation of how it estimated the fair value of the shares, an explanation of how the interest was calculated, and a statement of the dissenter's right to demand payment under RCW 23B.13.280.
[ 2020 c 57 § 71; 2009 c 189 § 47; 1989 c 165 § 150.]
2023 Revised Code of Washington › Title 23B - Washington Business Corporation Act › Chapter 23B.13 - Dissenters' Rights. › 23B.13.280 - Procedure if shareholder dissatisfied with payment or offer.

RCW 23B.13.280
Procedure if shareholder dissatisfied with payment or offer.
(1) A dissenter may deliver a notice to the corporation informing the corporation of the dissenter's own estimate of the fair value of the dissenter's shares and amount of interest due, and demand payment of the dissenter's estimate, less any payment under RCW 23B.13.250, or reject the corporation's offer under RCW 23B.13.270 and demand payment of the dissenter's estimate of the fair value of the dissenter's shares and interest due, if:
(a) The dissenter believes that the amount paid under RCW 23B.13.250 or offered under RCW 23B.13.270 is less than the fair value of the dissenter's shares or that the interest due is incorrectly calculated;
(b) The corporation fails to make payment under RCW 23B.13.250 within sixty days after the date set for demanding payment; or
(c) The corporation does not effect the proposed corporate action and does not return the deposited certificates or release the transfer restrictions imposed on uncertificated shares within sixty days after the date set for demanding payment.
(2) A dissenter waives the right to demand payment under this section unless the dissenter notifies the corporation of the dissenter's demand under subsection (1) of this section within thirty days after the corporation made or offered payment for the dissenter's shares.
[ 2009 c 189 § 48; 2002 c 297 § 40; 1989 c 165 § 151.]
2023 Revised Code of Washington › Title 23B - Washington Business Corporation Act › Chapter 23B.13 - Dissenters' Rights. › 23B.13.300 - Court action.

RCW 23B.13.300
Court action.
(1) If a demand for payment under RCW 23B.13.280 remains unsettled, the corporation shall commence a proceeding within sixty days after receiving the payment demand and petition the court to determine the fair value of the shares and accrued interest. If the corporation does not commence the proceeding within the sixty-day period, it shall pay each dissenter whose demand remains unsettled the amount demanded.
(2) The corporation shall commence the proceeding in the superior court of the county where a corporation's principal office, or, if none in this state, its registered office, is located. If the corporation is a foreign corporation without a registered office in this state, it shall commence the proceeding in the county in this state where the registered office of the domestic corporation merged with or whose shares were acquired by the foreign corporation was located.
(3) The corporation shall make all dissenters, whether or not residents of this state, whose demands remain unsettled, parties to the proceeding as in an action against their shares and all parties must be served with a copy of the petition. Nonresidents may be served by registered or certified mail or by publication as provided by law.
(4) The corporation may join as a party to the proceeding any shareholder who claims to be a dissenter but who has not, in the opinion of the corporation, complied with the provisions of this chapter. If the court determines that such shareholder has not complied with the provisions of this chapter, the shareholder shall be dismissed as a party.
(5) The jurisdiction of the court in which the proceeding is commenced under subsection (2) of this section is plenary and exclusive. The court may appoint one or more persons as appraisers to receive evidence and recommend decision on the question of fair value. The appraisers have the powers described in the order appointing them, or in any amendment to it. The dissenters are entitled to the same discovery rights as parties in other civil proceedings.
(6) Each dissenter made a party to the proceeding is entitled to judgment (a) for the amount, if any, by which the court finds the fair value of the dissenter's shares, plus interest, exceeds the amount paid by the corporation, or (b) for the fair value, plus accrued interest, of the dissenter's after-acquired shares for which the corporation elected to withhold payment under RCW 23B.13.270.
[ 1989 c 165 § 152.]
2023 Revised Code of Washington › Title 23B - Washington Business Corporation Act › Chapter 23B.13 - Dissenters' Rights. › 23B.13.310 - Court costs and counsel fees.

RCW 23B.13.310
Court costs and counsel fees.
(1) The court in a proceeding commenced under RCW 23B.13.300 shall determine all costs of the proceeding, including the reasonable compensation and expenses of appraisers appointed by the court. The court shall assess the costs against the corporation, except that the court may assess the costs against all or some of the dissenters, in amounts the court finds equitable, to the extent the court finds the dissenters acted arbitrarily, vexatiously, or not in good faith in demanding payment under RCW 23B.13.280.
(2) The court may also assess the fees and expenses of counsel and experts for the respective parties, in amounts the court finds equitable:
(a) Against the corporation and in favor of any or all dissenters if the court finds the corporation did not substantially comply with the requirements of RCW 23B.13.200 through 23B.13.280; or
(b) Against either the corporation or a dissenter, in favor of any other party, if the court finds that the party against whom the fees and expenses are assessed acted arbitrarily, vexatiously, or not in good faith with respect to the rights provided by chapter 23B.13 RCW.
(3) If the court finds that the services of counsel for any dissenter were of substantial benefit to other dissenters similarly situated, and that the fees for those services should not be assessed against the corporation, the court may award to these counsel reasonable fees to be paid out of the amounts awarded the dissenters who were benefited.
[ 1989 c 165 § 153.]
2023 Revised Code of Washington › Title 23B - Washington Business Corporation Act › Chapter 23B.14 - Dissolution. › 23B.14.010 - Dissolution by initial directors, incorporators, or board of directors.

RCW 23B.14.010
Dissolution by initial directors, incorporators, or board of directors.
(1) A majority of the initial directors, or, if initial directors were not named in the articles of incorporation and have not been elected, a majority of the incorporators, of a corporation that has not issued shares may approve dissolution of the corporation.
(2) Unless prohibited by the articles of incorporation, a majority of the board of directors may approve dissolution of the corporation without approval by the shareholders, upon a finding by the board of directors that:
(a) The corporation is not able to pay its liabilities as they become due in the usual course of business, or the corporation's assets are less than the sum of its total liabilities; and
(b) Ten or more days have elapsed since the corporation gave notice to all shareholders, whether or not they would otherwise be entitled to vote under RCW 23B.14.020, of the intent of the board of directors to approve dissolution under this subsection.
[ 2009 c 189 § 49; 2006 c 52 § 5; 1989 c 165 § 154.]
2023 Revised Code of Washington › Title 23B - Washington Business Corporation Act › Chapter 23B.14 - Dissolution. › 23B.14.020 - Dissolution by board of directors and shareholders.

RCW 23B.14.020
Dissolution by board of directors and shareholders.
(1) A corporation's board of directors may propose dissolution for submission to the shareholders.
(2) For a proposal to dissolve to be approved:
(a) The board of directors must recommend dissolution to the shareholders unless (i) the board of directors determines that because of conflict of interest or other special circumstances it should make no recommendation or (ii) RCW 23B.08.245 applies, and in either case the board of directors communicates the basis for so proceeding to the shareholders; and
(b) The shareholders entitled to vote must approve the proposal to dissolve as provided in subsection (5) of this section.
(3) The board of directors may condition its submission of the proposal for dissolution on any basis, including the affirmative vote of holders of a specified percentage of shares held by any group of shareholders not otherwise entitled under this title or the articles of incorporation to vote as a separate voting group on the proposed dissolution.
(4) The corporation shall notify each shareholder, whether or not entitled to vote, of the proposed dissolution either (a) by giving notice of a shareholders' meeting in accordance with RCW 23B.07.050 and stating that the purpose or one of the purposes of the meeting is to consider dissolving the corporation, or (b) in accordance with the requirements of RCW 23B.07.040 for approving the proposed dissolution without a meeting.
(5) In addition to any other voting conditions imposed by the board of directors under subsection (3) of this section, the proposed dissolution must be approved by two-thirds of the voting group comprising all the votes entitled to be cast on the proposed dissolution, and of each other voting group entitled under the articles of incorporation to vote separately on the proposed dissolution. The articles of incorporation may require a greater or lesser vote than provided in this subsection, or a greater or lesser vote by any separate voting groups provided for in the articles of incorporation, so long as the required vote is not less than a majority of all the votes entitled to be cast on the proposed dissolution and of each other voting group entitled to vote separately on the proposed dissolution.
[ 2011 c 328 § 8; 2009 c 189 § 50; 2006 c 52 § 6; 2003 c 35 § 10; 1989 c 165 § 155.]
2023 Revised Code of Washington › Title 23B - Washington Business Corporation Act › Chapter 23B.14 - Dissolution. › 23B.14.030 - Articles of dissolution—Publication of notice.

RCW 23B.14.030
Articles of dissolution—Publication of notice.
(1) At any time after dissolution is authorized under RCW 23B.14.010 or 23B.14.020, the corporation may dissolve by delivering to the secretary of state for filing:
(a) A copy of a revenue clearance certificate issued pursuant to RCW 82.32.260; and
(b) Articles of dissolution setting forth:
(i) The name of the corporation;
(ii) The date dissolution was approved; and
(iii) A statement that dissolution was duly approved by the initial directors, the incorporators, or the board of directors in accordance with RCW 23B.14.010, or was duly proposed by the board of directors and approved by the shareholders in accordance with RCW 23B.14.020.
(2) A corporation is dissolved upon the effective date of its articles of dissolution.
(3) A dissolved corporation shall, within thirty days after the effective date of its articles of dissolution, publish notice of its dissolution and request that persons with claims against the dissolved corporation present them in accordance with the notice. The notice must be published once a week for three consecutive weeks in a newspaper of general circulation in the county where the dissolved corporation's principal office (or, if none in this state, its registered office) is or was last located. The notice must also describe the information that must be included in a claim, provide a mailing address where a claim may be sent, and state that claims against the dissolved corporation may be barred in accordance with the provisions of this chapter if not timely asserted. A dissolved corporation's failure to publish notice in accordance with this subsection does not affect the validity or the effective date of its dissolution.
(4) For purposes of this chapter, "dissolved corporation" means a corporation whose dissolution has been approved in accordance with RCW 23B.14.010 or 23B.14.020 and whose articles of dissolution have become effective, and includes any trust or other successor entity to which the remaining assets of such a corporation are transferred subject to its liabilities for purposes of liquidation in accordance with RCW 23B.14.050.
[ 2009 c 189 § 51; 2006 c 52 § 7; 1989 c 165 § 156.]
2023 Revised Code of Washington › Title 23B - Washington Business Corporation Act › Chapter 23B.14 - Dissolution. › 23B.14.040 - Revocation of dissolution.

RCW 23B.14.040
Revocation of dissolution.
(1) A corporation may revoke its dissolution within one hundred twenty days of its effective date.
(2) Revocation of dissolution must be approved in the same manner as the dissolution was approved unless that approval permitted revocation upon approval by the board of directors alone, in which event the board of directors may revoke the dissolution without shareholder approval.
(3) After the revocation of dissolution is approved, the corporation may revoke the dissolution by delivering to the secretary of state for filing articles of revocation of dissolution, together with a copy of its articles of dissolution, that set forth:
(a) The name of the corporation and a statement that such name satisfies the requirements of Article 3 of chapter 23.95 RCW; if the name is not available, the corporation must deliver to the secretary of state for filing articles of amendment changing its name with the articles of revocation of dissolution;
(b) The effective date of the dissolution that was revoked;
(c) The date that the revocation of dissolution was approved;
(d) If the corporation's board of directors, or incorporators, revoked the dissolution, a statement to that effect;
(e) If the corporation's board of directors revoked a dissolution authorized by the shareholders, a statement that revocation was permitted by action by the board of directors alone pursuant to that authorization; and
(f) If shareholder approval was required to revoke the dissolution, a statement that revocation of the dissolution was duly approved by the shareholders in accordance with subsection (2) of this section and RCW 23B.14.020.
(4) Revocation of dissolution is effective upon the effective date of the articles of revocation of dissolution.
(5) When the revocation of dissolution is effective, it relates back to and takes effect as of the effective date of the dissolution and the corporation resumes carrying on its business as if dissolution had never occurred.
[ 2015 c 176 § 2126; 2009 c 189 § 52; 1989 c 165 § 157.]
NOTES:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
2023 Revised Code of Washington › Title 23B - Washington Business Corporation Act › Chapter 23B.14 - Dissolution. › 23B.14.065 - Form and adequacy of satisfaction of claims—Application to and determination by court.

RCW 23B.14.065
Form and adequacy of satisfaction of claims—Application to and determination by court.
(1) A dissolved corporation that has published notice of its dissolution in accordance with RCW 23B.14.030(3) may file an application, with the superior court of the county where its principal office or, if none in this state, its registered office is located, for a determination of:
(a) The amount and form of reasonable provision to be made for the satisfaction of any one or more claims or liabilities, known or unknown, arising in tort or by contract, statute or otherwise, matured or unmatured, contingent or conditional, that have arisen or are reasonably likely to arise prior to expiration of the survival period specified in RCW 23B.14.340; or
(b) Whether the provision made or proposed to be made by the board of directors for the satisfaction of any one or more claims or liabilities is reasonable.
Any determination under this subsection is conclusive for purposes of determining the legality of any subsequent distributions under RCW 23B.06.400 and 23B.14.050(3).
(2) Within ten days after filing the application, the dissolved corporation shall give written notice of the judicial proceeding to each person to whom written notice has been given pursuant to RCW 23B.14.060 and each other person whose claim or potential claim, identity, and mailing address are known to the dissolved corporation. However, written notice of the judicial proceeding need not be given to any person whose claim or potential claim is not sought to be determined under the application filed by the dissolved corporation.
(3) The superior court may appoint a guardian ad litem to represent all persons whose claims or potential claims are sought to be determined in the judicial proceeding but whose identities or mailing addresses are not known to the dissolved corporation. The reasonable fees and expenses of the guardian, including all reasonable expert witness fees, shall be paid by the dissolved corporation.
(4) Provision by the dissolved corporation for satisfaction of claims or potential claims in the amount and form ordered by the superior court shall satisfy the dissolved corporation's obligations with respect to those claims or potential claims, and any further or greater claims based on the same facts, dealings, or contract shall be barred.
[ 2006 c 52 § 10.]
2023 Revised Code of Washington › Title 23B - Washington Business Corporation Act › Chapter 23B.14 - Dissolution. › 23B.14.200 - Administrative dissolution—Grounds.

RCW 23B.14.200
Administrative dissolution—Grounds.
The secretary of state may administratively dissolve a corporation under the circumstances and procedures provided in Article 6 of chapter 23.95 RCW.
[ 2015 c 176 § 2127; 1994 c 287 § 7; 1991 c 72 § 37; 1990 c 178 § 5; 1989 c 165 § 160.]
NOTES:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
Effective date—1990 c 178: See note following RCW 23B.01.220.
2023 Revised Code of Washington › Title 23B - Washington Business Corporation Act › Chapter 23B.14 - Dissolution. › 23B.14.220 - Reinstatement following administrative dissolution—Application.

RCW 23B.14.220
Reinstatement following administrative dissolution—Application.
(1) A corporation administratively dissolved under RCW 23.95.610 may apply to the secretary of state for reinstatement in accordance with RCW 23.95.615.
[ 2015 c 176 § 2128; 2006 c 52 § 13; 1995 c 47 § 2; 1989 c 165 § 162.]
NOTES:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
2023 Revised Code of Washington › Title 23B - Washington Business Corporation Act › Chapter 23B.14 - Dissolution. › 23B.14.300 - Judicial dissolution—Grounds.

RCW 23B.14.300
Judicial dissolution—Grounds.
The superior courts may dissolve a corporation:
(1) In a proceeding by the attorney general if it is established that:
(a) The corporation obtained its articles of incorporation through fraud; or
(b) The corporation has continued to exceed or abuse the authority conferred upon it by law;
(2) In a proceeding by a shareholder if it is established that:
(a) The directors are deadlocked in the management of the corporate affairs, the shareholders are unable to break the deadlock, and irreparable injury to the corporation is threatened or being suffered, or the business and affairs of the corporation can no longer be conducted to the advantage of the shareholders generally, because of the deadlock;
(b) The directors or those in control of the corporation have acted, are acting, or will act in a manner that is illegal, oppressive, or fraudulent;
(c) The shareholders are deadlocked in voting power and have failed, for a period that includes at least two consecutive annual meeting dates, to elect successors to directors whose terms have expired, and irreparable injury to the corporation is threatened or being suffered, or the business and affairs of the corporation can no longer be conducted to the advantage of the shareholders generally, because of the deadlock;
(d) The corporate assets are being misapplied or wasted; or
(e) The corporation has ceased all business activity and has failed, within a reasonable time, to dissolve, to liquidate its assets, or to distribute its remaining assets among its shareholders;
(3) In a proceeding by a creditor if it is established that:
(a) The creditor's claim has been reduced to judgment, the execution on the judgment was returned unsatisfied, and the corporation is not able to pay its liabilities as they become due in the usual course of business or its assets are less than the sum of its total liabilities; or
(b) The corporation has admitted in writing that the creditor's claim is due and owing and the corporation is not able to pay its liabilities as they become due in the usual course of business or its assets are less than the sum of its total liabilities.
The superior courts may also assume control over a dissolved corporation's assets and the process for winding up and liquidating its business and affairs, in a proceeding instituted by the dissolved corporation to have its voluntary dissolution continued under court supervision.
[ 2006 c 52 § 14; 1995 c 47 § 3; 1993 c 290 § 3; 1989 c 165 § 163.]
2023 Revised Code of Washington › Title 23B - Washington Business Corporation Act › Chapter 23B.14 - Dissolution. › 23B.14.310 - Judicial dissolution or supervision of voluntary dissolution—Procedure.

RCW 23B.14.310
Judicial dissolution or supervision of voluntary dissolution—Procedure.
(1) Venue for any proceeding to dissolve a corporation or to supervise a voluntary dissolution brought by any party named in RCW 23B.14.300 lies in the county where a corporation's registered office is or was last located.
(2) It is not necessary to make shareholders or directors parties to a proceeding to dissolve a corporation or to supervise a voluntary dissolution unless relief is sought against them individually.
(3) A court in a proceeding brought to dissolve a corporation or to supervise a voluntary dissolution may issue injunctions, appoint a general or custodial receiver with all powers and duties the court directs, and take other action required to preserve the corporate assets wherever located. A court in a proceeding brought to dissolve a corporation may also carry on the business of the corporation until a full hearing can be held.
[ 2006 c 52 § 15; 1989 c 165 § 164.]
2023 Revised Code of Washington › Title 23B - Washington Business Corporation Act › Chapter 23B.14 - Dissolution. › 23B.14.320 - General or custodial receivership.

RCW 23B.14.320
General or custodial receivership.
A court in a judicial proceeding brought under RCW 23B.14.300 may appoint one or more general receivers to wind up and liquidate the business and affairs of the corporation, or, if the corporation is not yet dissolved, may appoint one or more custodial receivers to manage its business and affairs. The court shall hold a hearing, after notifying all parties to the proceeding and any interested persons designated by the court, before appointing a general or custodial receiver. The hearing, and any resulting receivership, shall be conducted in accordance with chapter 7.60 RCW.
[ 2006 c 52 § 16; 2004 c 165 § 40; 1989 c 165 § 165.]
NOTES:
Purpose—Captions not law—2004 c 165: See notes following RCW 7.60.005.
2023 Revised Code of Washington › Title 23B - Washington Business Corporation Act › Chapter 23B.14 - Dissolution. › 23B.14.330 - Decree of dissolution—Other orders, decrees, and injunctions—Revenue clearance certificate.

RCW 23B.14.330
Decree of dissolution—Other orders, decrees, and injunctions—Revenue clearance certificate.
(1) If after a hearing the court determines that one or more grounds for judicial dissolution described in RCW 23B.14.300 exist, it may enter a decree dissolving the corporation and specifying the effective date of the dissolution, or, with or without ordering dissolution, may make such other orders and decrees and issue such injunctions in the case as justice and equity require.
(2) The court shall not enter or sign any decree of dissolution until it receives a copy of a revenue clearance certificate for the corporation issued pursuant to RCW 82.32.260.
(3) If the court enters a decree of dissolution, the petitioner or moving party shall deliver a certified copy of the decree and a copy of the revenue clearance certificate to the secretary of state, who shall file them. The court shall then direct the winding up and liquidation of the corporation's business and affairs in accordance with RCW 23B.14.050.
[ 1995 c 47 § 4; 1989 c 165 § 166.]
2023 Revised Code of Washington › Title 23B - Washington Business Corporation Act › Chapter 23B.14 - Dissolution. › 23B.14.340 - Survival of remedy after dissolution.

RCW 23B.14.340
Survival of remedy after dissolution.
The dissolution of a corporation either (1) by the filing with the secretary of state of its articles of dissolution, (2) by administrative dissolution by the secretary of state, (3) by a decree of court, or (4) by expiration of its period of duration shall not take away or impair any remedy available against such corporation, its directors, officers, or shareholders, for any right or claim existing, or any liability incurred, prior to such dissolution or arising thereafter, unless action or other proceeding thereon is not commenced within two years after the effective date of any dissolution that was effective prior to June 7, 2006, or within three years after the effective date of any dissolution that is effective on or after June 7, 2006. Any such action or proceeding against the corporation may be defended by the corporation in its corporate name.
[ 2006 c 52 § 17; 1995 c 47 § 5; 1990 c 178 § 6; 1989 c 165 § 167.]
NOTES:
Effective date—1990 c 178: See note following RCW 23B.01.220.
2023 Revised Code of Washington › Title 23B - Washington Business Corporation Act › Chapter 23B.14 - Dissolution. › 23B.14.390 - Secretary of state—List of corporations dissolved.

RCW 23B.14.390
Secretary of state—List of corporations dissolved.
On the first day of each month, the secretary of state shall prepare a list of corporations dissolved during the preceding month pursuant to RCW 23B.14.030, 23B.14.330, and 23.95.610.
[ 2015 c 176 § 2129; 1995 c 47 § 8.]
NOTES:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
2023 Revised Code of Washington › Title 23B - Washington Business Corporation Act › Chapter 23B.14 - Dissolution. › 23B.14.392 - Certificate of authority as insurance company—Filing of records.

RCW 23B.14.392
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 § 41; 1998 c 23 § 10.]
2023 Revised Code of Washington › Title 23B - Washington Business Corporation Act › Chapter 23B.14 - Dissolution. › 23B.14.394 - Certificate of authority from department of financial institutions—Filing of records.

RCW 23B.14.394
Certificate of authority from department of financial institutions—Filing of records.
For any corporation or other entity that has, is applying for, or intends to apply for a certificate of authority from the department of financial institutions as a bank, trust company, or the holding company thereof, under *Title 30 RCW, or as a savings bank or holding company thereof, under Title 32 RCW, or for any other corporation or other entity which is or purports to be a bank, savings bank, savings and loan association, trust company, industrial loan bank, credit union, bank holding company, financial holding company, or savings and loan holding company, whenever under this chapter corporate records are required to be filed with the secretary of state, the records shall be filed with the department of financial institutions.
[ 2010 c 88 § 2.]
NOTES:
*Reviser's note: Title 30 RCW was recodified and/or repealed pursuant to 2014 c 37, effective January 5, 2015.
Effective date—2010 c 88: See RCW 32.50.900.
2023 Revised Code of Washington › Title 23B - Washington Business Corporation Act › Chapter 23B.14 - Dissolution. › 23B.14.400 - Deposit with state treasurer.

RCW 23B.14.400
Deposit with state treasurer.
Following its dissolution, the assets of a corporation that should be transferred to a creditor, claimant, or shareholder of the corporation who cannot be found or who is not competent to receive them may be reduced to cash and deposited with the state treasurer for safekeeping. If assets are transferred to the state treasurer, and if the creditor, claimant, or shareholder furnishes satisfactory proof of entitlement to the amount deposited, the state treasurer or other appropriate state official shall pay such person or such person's representative that amount.
[ 2006 c 52 § 18; 1989 c 165 § 168.]
2023 Revised Code of Washington › Title 23B - Washington Business Corporation Act › Chapter 23B.15 - Foreign Corporations. › 23B.15.010 - Authority to transact business required.

RCW 23B.15.010
Authority to transact business required.
(1) Unless it is otherwise authorized to transact business pursuant to a state or federal statute, a foreign corporation may not transact business in this state until it registers with the secretary of state in accordance with Article 5 of chapter 23.95 RCW.
(2) A nonexhaustive list of activities that do not constitute transacting business in this state is provided in RCW 23.95.520.
[ 2015 c 176 § 2130; 1993 c 181 § 11; 1990 c 178 § 7; 1989 c 165 § 169.]
NOTES:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
Effective date—1990 c 178: See note following RCW 23B.01.220.
2023 Revised Code of Washington › Title 23B - Washington Business Corporation Act › Chapter 23B.15 - Foreign Corporations. › 23B.15.020 - Consequences of transacting business without registering.

RCW 23B.15.020
Consequences of transacting business without registering.
Unless it is otherwise authorized to transact business pursuant to a state or federal statute, a foreign corporation transacting business in this state without registering with the secretary of state is subject to RCW 23.95.505.
[ 2015 c 176 § 2131; 1990 c 178 § 8; 1989 c 165 § 170.]
NOTES:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
Effective date—1990 c 178: See note following RCW 23B.01.220.
2023 Revised Code of Washington › Title 23B - Washington Business Corporation Act › Chapter 23B.15 - Foreign Corporations. › 23B.15.030 - Foreign registration statement.

RCW 23B.15.030
Foreign registration statement.
A foreign corporation may register to transact business in this state by delivering a foreign registration statement to the secretary of state for filing in accordance with RCW 23.95.510.
[ 2015 c 176 § 2132; 1989 c 165 § 171.]
NOTES:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
2023 Revised Code of Washington › Title 23B - Washington Business Corporation Act › Chapter 23B.15 - Foreign Corporations. › 23B.15.032 - Certificate of authority as insurance company—Filing of records.

RCW 23B.15.032
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 § 42; 1998 c 23 § 11.]
2023 Revised Code of Washington › Title 23B - Washington Business Corporation Act › Chapter 23B.15 - Foreign Corporations. › 23B.15.040 - Amended foreign registration statement.

RCW 23B.15.040
Amended foreign registration statement.
A foreign corporation registered to transact business in this state must amend its foreign registration statement under the circumstances specified in RCW 23.95.515.
[ 2015 c 176 § 2133; 1991 c 72 § 38; 1989 c 165 § 172.]
NOTES:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
2023 Revised Code of Washington › Title 23B - Washington Business Corporation Act › Chapter 23B.15 - Foreign Corporations. › 23B.15.050 - Effect of registration—Right of state to terminate—Governing law.

RCW 23B.15.050
Effect of registration—Right of state to terminate—Governing law.
(1) A registered foreign corporation may transact business in this state subject, however, to the right of the state to terminate the registration as provided in Article 5 of chapter 23.95 RCW.
(2) A foreign corporation registered to transact business 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 § 2134; 1989 c 165 § 173.]
NOTES:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
2023 Revised Code of Washington › Title 23B - Washington Business Corporation Act › Chapter 23B.15 - Foreign Corporations. › 23B.15.060 - Corporate name of foreign corporation.

RCW 23B.15.060
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 § 2135; 1998 c 102 § 2; 1989 c 165 § 174.]
NOTES:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
2023 Revised Code of Washington › Title 23B - Washington Business Corporation Act › Chapter 23B.15 - Foreign Corporations. › 23B.15.070 - Registered agent of foreign corporation.

RCW 23B.15.070
Registered agent of foreign corporation.
Each foreign corporation registered to transact business in this state must continuously maintain in this state a registered agent in accordance with Article 4 of chapter 23.95 RCW.
[ 2015 c 176 § 2136; 2002 c 297 § 43; 1989 c 165 § 175.]
NOTES:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
2023 Revised Code of Washington › Title 23B - Washington Business Corporation Act › Chapter 23B.15 - Foreign Corporations. › 23B.15.080 - Change of registered agent of foreign corporation.

RCW 23B.15.080
Change of registered agent of foreign corporation.
(1) A foreign corporation registered to transact business 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.
(2) A registered agent of a foreign corporation 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 § 2137; 2002 c 297 § 44; 1989 c 165 § 176.]
NOTES:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
2023 Revised Code of Washington › Title 23B - Washington Business Corporation Act › Chapter 23B.15 - Foreign Corporations. › 23B.15.090 - Resignation of registered agent of foreign corporation.

RCW 23B.15.090
Resignation of registered agent of foreign corporation.
The registered agent of a foreign corporation may resign as agent by executing and delivering to the secretary of state for filing a statement of resignation in accordance with RCW 23.95.445.
[ 2020 c 57 § 72; 2015 c 176 § 2138; 1989 c 165 § 177.]
NOTES:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
2023 Revised Code of Washington › Title 23B - Washington Business Corporation Act › Chapter 23B.15 - Foreign Corporations. › 23B.15.100 - Service on foreign corporation.

RCW 23B.15.100
Service on foreign corporation.
Service of any process, notice, or demand required or permitted by law to be served upon the foreign corporation may be made in accordance with RCW 23.95.450.
[ 2015 c 176 § 2139; 1989 c 165 § 178.]
NOTES:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
2023 Revised Code of Washington › Title 23B - Washington Business Corporation Act › Chapter 23B.15 - Foreign Corporations. › 23B.15.200 - Withdrawal of foreign corporation.

RCW 23B.15.200
Withdrawal of foreign corporation.
A foreign corporation registered to transact business in this state may not withdraw from this state until it delivers a statement of withdrawal to the secretary of state for filing in accordance with RCW 23.95.530.
[ 2015 c 176 § 2140; 1989 c 165 § 179.]
NOTES:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
2023 Revised Code of Washington › Title 23B - Washington Business Corporation Act › Chapter 23B.15 - Foreign Corporations. › 23B.15.300 - Termination—Grounds.

RCW 23B.15.300
Termination—Grounds.
The secretary of state may terminate the registration of a registered foreign corporation under the circumstances and procedures specified in RCW 23.95.550.
[ 2015 c 176 § 2141; 1991 c 72 § 39; 1990 c 178 § 9; 1989 c 165 § 180.]
NOTES:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
Effective date—1990 c 178: See note following RCW 23B.01.220.