title: RCW 23.78.050

text:
(1) The articles of incorporation or the bylaws shall establish qualifications and the method of acceptance and termination of members. No person may be accepted as a member unless employed by the employee cooperative on a full-time or part-time basis.
(2) An employee cooperative shall issue a class of voting stock designated as "membership shares." Each member shall own only one membership share, and only members may own these shares.
(3) Membership shares shall be issued for a fee as determined from time to time by the directors. RCW 23B.06.040 and 23B.06.200 do not apply to such membership shares.
Members of an employee cooperative shall have all the rights and responsibilities of stockholders of a corporation organized under Title 23B RCW, except as otherwise provided in this chapter.
[ 1991 c 72 s 11; 1987 c 457 s 6.]

catchline: Members—Membership shares.


doc_type: statute

jurisdiction: wa

title: RCW 23.78.060

text:
(1) No capital stock other than membership shares shall be given voting power in an employee cooperative, except as otherwise provided in this chapter, or in the articles of incorporation.
(2) The power to amend or repeal bylaws of an employee cooperative shall be in the members only.
(3) Except as otherwise permitted by RCW 23B.10.040, no capital stock other than membership shares shall be permitted to vote on any amendment to the articles of incorporation.
[ 1991 c 72 s 12; 1987 c 457 s 7.]

license: public-domain-government-work

rule_set: Revised Code of Washington

catchline: Right to vote—Power to amend or repeal bylaws—Right to amend articles of incorporation.

code: rcw

unit: section

court: Washington State Legislature


title: RCW 23.78.070

text:
(1) The net earnings or losses of an employee cooperative shall be apportioned and distributed at the times and in the manner as the articles of incorporation or bylaws shall specify. Net earnings declared as patronage allocations with respect to a period of time, and paid or credited to members, shall be apportioned among the members in accordance with the ratio which each member's patronage during the period involved bears to total patronage by all members during that period.
(2) The apportionment, distribution, and payment of net earnings required by subsection (1) of this section may be in cash, credits, written notices of allocation, or capital stock issued by the employee cooperative.
[ 1987 c 457 s 8.]

catchline: Net earnings or losses—Apportionment, distribution, and payment.


title: RCW 23.78.080

text:
(1) Any employee cooperative may establish through its articles of incorporation or bylaws a system of internal capital accounts to reflect the book value and to determine the redemption price of membership shares, capital stock, and written notices of allocation.
(2) The articles of incorporation or bylaws of an employee cooperative may permit the periodic redemption of written notices of allocation and capital stock, and must provide for recall and redemption of the membership share upon termination of membership in the cooperative. No redemption shall be made if redemption would result in a violation of RCW 23B.06.400.
(3) The articles of incorporation or bylaws may provide for the employee cooperative to pay or credit interest on the balance in each member's internal capital account.
(4) The articles of incorporation or bylaws may authorize assignment of a portion of retained net earnings and net losses to a collective reserve account. Earnings assigned to the collective reserve account may be used for any and all corporate purposes as determined by the board of directors.
[ 1991 c 72 s 13; 1987 c 457 s 9.]

catchline: Internal capital accounts authorized—Redemptions—Assignment of portion of retained net earnings and net losses to collective reserve account authorized.


title: RCW 23.78.090

text:
(1) An internal capital account cooperative is an employee cooperative whose entire net book value is reflected in internal capital accounts, one for each member, and a collective reserve account, and in which no persons other than members own capital stock. In an internal capital account cooperative, each member shall have one and only one vote in any matter requiring voting by stockholders.
(2) An internal capital account cooperative shall credit the paid-in membership fee and additional paid-in capital of a member to the member's internal capital account, and shall also record the apportionment of retained net earnings or net losses to the members in accordance with patronage by appropriately crediting or debiting the internal capital accounts of members. The collective reserve account in an internal capital account cooperative shall reflect any paid-in capital, net losses, and retained net earnings not allocated to individual members.
(3) In an internal capital account cooperative, the balances in all the individual internal capital accounts and collective reserve account, if any, shall be adjusted at the end of each accounting period so that the sum of the balances is equal to the net book value of the employee cooperative.
[ 1987 c 457 s 10.]

catchline: Internal capital account cooperatives.


title: RCW 23.78.100

text:
(1) When any employee cooperative revokes its election in accordance with RCW 23.78.030, the articles of amendment shall provide for conversion of membership shares and internal capital accounts or their conversion to securities or other property in a manner consistent with Title 23B RCW.
(2) An employee cooperative that has not revoked its election under this chapter may not merge with another corporation other than an employee cooperative. Two or more employee cooperatives may merge in accordance with RCW 23B.01.200, 23B.07.050, and *chapter 23B.11 RCW.
[ 1991 c 72 s 14; 1987 c 457 s 11.]
Notes:
*Reviser's note: Chapter 23B.11 RCW was repealed in its entirety by 2024 c 22 s 13. For later enactment, see chapter 23B.11A RCW.

catchline: Provision for conversion of shares and accounts—Limitations upon merger.


title: RCW 23.78.900

text:
This chapter may be cited as the employee cooperative corporations act.
[ 1987 c 457 s 1.]

catchline: Short title.


title: RCW 23.86.007

text:
Unless the context clearly requires otherwise, the definitions in this section apply throughout this chapter.
(1) "Association" means any corporation subject to this chapter.
(2) "Member" or "members" includes a member or members of an association subject to this chapter without capital stock and a shareholder or shareholders of voting common stock in an association subject to this chapter with capital stock.
(3) "Articles of incorporation" means the original or restated articles of incorporation, articles of consolidation, or articles of association and all amendments including articles of merger. Corporations incorporated under this chapter with articles of association shall not be required to amend the title or references to the term "articles of association."
(4) "Director," "directors," or "board of directors" includes "trustee," "trustees," or "board of trustees" respectively. Corporations incorporated under this chapter with references in their articles of association or bylaws to "trustee," "trustees," or "board of trustees" shall not be required to amend the references.
(5) "Agricultural association" means an association that engages in any activity in connection with the marketing or selling of the agricultural products of its members, or with the harvesting, preserving, drying, processing, canning, packing, storing, handling, shipping, or utilization thereof, or the manufacturing or marketing of the by-products thereof; or in connection with the manufacturing, selling, or supplying to its members of machinery, equipment, or supplies, or in the financing of these activities. In the application of the definition of agricultural association, "agricultural products" includes horticultural, viticultural, forestry, dairy, livestock, poultry, bee, and farm products.
[ 1994 c 206 s 1; 1989 c 307 s 3.]
Notes:
Legislative finding—1989 c 307: "The legislature finds that since 1921 there have existed in the laws of this state two separate incorporation statutes expressly designed for corporations intending to operate as nonprofit cooperatives. The existence of two cooperative incorporation statutes has been the source of confusion, disparity of treatment, and legal and administrative ambiguities, and the rationale for having two cooperative incorporation statutes is no longer valid. These cooperative incorporation statutes have not been updated with the regularity of this state's business incorporation statutes and, as a result, are deficient in certain respects." [ 1989 c 307 s 1.]

catchline: Definitions.


title: RCW 23.86.010

text:
Any number of persons may associate themselves together as a cooperative association, society, company or exchange, with or without capital stock, for the transaction of any lawful business on the cooperative plan. For the purposes of this chapter the words "association," "company," "exchange," "society" or "union" shall be construed the same.
[ 1989 c 307 s 4; 1913 c 19 s 1; RRS s 3904. Formerly RCW 23.56.010.] [1954 SLC-RO-7]
Notes:
Legislative finding—1989 c 307: See note following RCW 23.86.007.
Severability—1913 c 19: "If any section or part of a section of this act shall for any cause be held unconstitutional such fact shall not affect the remainder of this act." [ 1913 c 19 s 20.] This applies to RCW 23.86.010 through 23.86.190.

catchline: Cooperative associations—Who may organize.


title: RCW 23.86.020

text:
An association created under this chapter, being for mutual welfare, the words "lawful business" shall extend to every kind of lawful effort for business, agricultural, dairy, mercantile, mining, manufacturing or mechanical business, on the cooperative plan.
[ 1913 c 19 s 7; RRS s 3910. Formerly RCW 23.56.020.]

catchline: Business authorized.


title: RCW 23.86.022

text:
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 s 4.]

catchline: Certificate of authority as insurance company—Filing of documents.


title: RCW 23.86.030

text:
(1) The name of any association subject to this chapter must comply with Article 3 of chapter 23.95 RCW.
(2) No corporation or association organized or doing business in this state shall be entitled to use the term "cooperative" as a part of its corporate or other business name or title, unless it: (a) Is subject to the provisions of this chapter or chapter 23.78, 23.100, or 31.12 RCW; (b) is subject to the provisions of chapter 24.06 RCW and operating on a cooperative basis; (c) is, on July 23, 1989, an organization lawfully using the term "cooperative" as part of its corporate or other business name or title; or (d) is a nonprofit corporation or association the voting members of which are corporations or associations operating on a cooperative basis. Any corporation or association violating the provisions of this section may be enjoined from doing business under such name at the instance of any member or any association subject to this chapter.
(3) A member of the board of directors or an officer of any association subject to this chapter shall have the same immunity from liability as is granted in RCW 4.24.264.
[ 2019 c 37 s 1403; 2015 c 176 s 9103; 1989 c 307 s 5; 1987 c 212 s 706; 1913 c 19 s 17; RRS s 3920. Formerly RCW 23.56.030.]
Notes:
Uniformity of application and construction—Savings—2019 c 37: See RCW 23.100.1501 and 23.100.1503.
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.

catchline: Association name—Immunity from liability of association board members and officers.


title: RCW 23.86.035

text:
Each association subject to this chapter shall have the following powers:
(1) To have perpetual succession by its corporate name unless a limited period of duration is stated in the articles of incorporation.
(2) To sue and be sued, complain, and defend in its corporate name.
(3) To have and use a corporate seal.
(4) To purchase, take, receive, lease, or otherwise acquire, own, hold, improve, use, and deal in and with real or personal property or any interest therein, wherever situated.
(5) To sell, convey, mortgage, pledge, lease, exchange, transfer, or otherwise dispose of all or any part of its property and assets.
(6) To purchase, take, receive, subscribe for, or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, lend, pledge, or otherwise dispose of, use, and deal in and with shares or other interest in, or obligations of, other domestic or foreign corporations, associations, partnerships or individuals, or direct or indirect obligations of the United States or any other government, state, territory, governmental district or municipality, or any instrumentality thereof.
(7) To make contracts and incur liabilities, borrow money at rates of interest the association may determine, issue notes, bonds, certificates of indebtedness, and other obligations, receive funds from members and pay interest thereon, issue capital stock and certificates representing equity interests in assets, allocate earnings and losses at the times and in the manner the articles of incorporation or bylaws or other contract specify, create book credits, capital funds, and reserves, and secure obligations by mortgage or pledge of any of its property, franchises, and income.
(8) To lend money for corporate purposes, invest and reinvest funds, and take and hold real and personal property as security for the payment of funds loaned or invested.
(9) To conduct business, carry on operations, have offices, and exercise the powers granted by this chapter, within or without this state.
(10) To elect or appoint officers and agents of the corporation, define their duties, and fix their compensation.
(11) To make and alter bylaws, not inconsistent with its articles of incorporation or with the laws of this state, for the administration and regulation of the affairs of the association.
(12) To make donations for the public welfare or for charitable, scientific, or educational purposes, and in time of war to make donations in aid of war activities.
(13) To pay pensions and establish pension plans, pension trusts, profit-sharing plans, stock bonus plans, stock option plans, and other incentive plans for any or all of its directors, officers, and employees.
(14) To be a partner, member, associate, or manager of any partnership, joint venture, trust, or other enterprise.
(15) To cease corporate activities and surrender its corporate franchise.
(16) To have and exercise all powers necessary or convenient to effect its purposes.
[ 1989 c 307 s 6.]
Notes:
Legislative finding—1989 c 307: See note following RCW 23.86.007.

catchline: Powers.


title: RCW 23.86.050

text:
Every association formed under this chapter after July 23, 1989, shall prepare articles of incorporation in writing, which shall set forth:
(1) The name of the association.
(2) The purpose for which it was formed which may include the transaction of any lawful business for which associations may be incorporated under this chapter. It shall not be necessary to set forth in the articles of incorporation any of the corporate powers enumerated in this chapter.
(3) Its principal place of business.
(4) The term for which it is to exist which may be perpetual or for a stated number of years.
(5) If organized without capital stock, whether the property rights and interest of each member shall be equal or unequal; and if unequal, the articles shall set forth the general rules by which the property rights and interests of all members shall be determined and fixed. The association may admit new members who shall be entitled to share in the property of the association with old members in accordance with the general rules.
(6) If the association is to have capital stock:
(a) The aggregate number of shares which the association shall have authority to issue; if shares are to consist of one class only, the par value of each share, or a statement that all shares are without par value; or, if shares are to be divided into classes, the number of shares of each class, and a statement of the par value of the shares of each class or that shares are to be without par value;
(b) If the shares are to be divided into classes, the designation of each class and a statement of the preferences, limitations, and relative rights in respect to the shares of each class;
(c) If the association is to issue the shares of any preferred or special class in series, the designation of each series and a statement of the variations in the relative rights and preferences between series fixed in the articles of incorporation, and a statement of any authority vested in the board of directors to establish series and fix and determine the variations in the relative rights and preferences between series; and
(d) Any provision limiting or denying to members the preemptive right to acquire additional shares of the association.
(7) Provisions for distribution of assets on dissolution or final liquidation.
(8) Whether a dissenting member shall be limited to a return of less than the fair value of the member's equity interest in the association. A dissenting member may not be limited to a return of less than the consideration paid to or retained by the association for the equity interest unless the fair value is less than the consideration paid to or retained by the association.
(9) The address of its initial registered office, including street and number, and the name of its initial registered agent at the address.
(10) The number of directors constituting the initial board of directors and the names and addresses of the persons who are to serve as the initial directors.
(11) The name and address of each incorporator.
(12) Any provision, not inconsistent with law, which the incorporators elect to set forth in the articles of incorporation for the regulation of the internal affairs of the association, including provisions regarding:
(a) Eliminating or limiting the personal liability of a director to the association or its members for monetary damages for conduct as a director: PROVIDED, That such provision shall not eliminate or limit the liability of a director for acts or omissions that involve intentional misconduct by a director or a knowing violation of law by a director, or for any transaction from which the director will personally receive a benefit in money, property, or services to which the director is not legally entitled. No such provision may eliminate or limit the liability of a director for any act or omission occurring before the date when such provision becomes effective; and
(b) Any provision which under this chapter is required or permitted to be set forth in the bylaws.
Associations organized under this chapter before July 23, 1989, or under *chapter 24.32 RCW shall not be required to amend their articles of association or articles of incorporation to conform to this section unless the association is otherwise amending the articles of association or articles of incorporation.
The information specified in subsections (9) through (11) of this section may be deleted when filing amendments.
[ 1989 c 307 s 7; 1987 c 212 s 704; 1982 c 35 s 171; 1961 c 34 s 1; 1913 c 19 s 2; RRS s 3905. Formerly RCW 23.56.050.]
Notes:
*Reviser's note: Chapter 24.32 RCW was repealed by 1989 c 307.
Legislative finding—1989 c 307: See note following RCW 23.86.007.
Intent—Severability—Effective dates—Application—1982 c 35: See notes following RCW 43.07.160.

catchline: Articles—Contents.


title: RCW 23.86.055

text:
(1) The articles of incorporation shall be signed by the incorporators and delivered to the secretary of state for filing in accordance with Article 2 of chapter 23.95 RCW.
(2) Upon the filing of the articles of incorporation, the corporate existence shall begin, and the certificate of incorporation shall, except as against the state in a proceeding to cancel or revoke the certificate of incorporation, be conclusive evidence that all conditions precedent required to be performed by the incorporators have been complied with and that the corporation has been incorporated under this chapter.
[ 2015 c 176 s 9104; 1989 c 307 s 8.]
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.

catchline: Articles—Filing.


title: RCW 23.86.070

text:
Associations organized under or subject to this chapter 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 s 9105; 2010 1st sp.s. c 29 s 10; 1993 c 269 s 1; 1991 c 72 s 15; 1989 c 307 s 9; 1982 c 35 s 173; 1959 c 263 s 2; 1953 c 214 s 1; 1925 ex.s. c 99 s 1; 1913 c 19 s 4; RRS s 3907. Formerly RCW 23.56.070.]
Notes:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
Intent—2010 1st sp.s. c 29: See note following RCW 24.06.450.
Effective date—1993 c 269: "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 July 1, 1993." [ 1993 c 269 s 17.]
Legislative finding—1989 c 307: See note following RCW 23.86.007.
Intent—Severability—Effective dates—Application—1982 c 35: See notes following RCW 43.07.160.

catchline: Applicable fees, charges, and penalties.


title: RCW 23.86.080

text:
(1) Associations shall be managed by a board of not less than three directors (which may be referred to as "trustees"). The directors shall be elected by the members of the association at such time, in such manner, and for such term of office as the bylaws may prescribe, and shall hold office during the term for which they were elected and until their successors are elected and qualified.
(2) Except as provided in RCW 23.86.087, any vacancy occurring in the board of directors, and any directorship to be filled by reason of an increase in the number of directors, may be filled by the board of directors unless the articles of incorporation or the bylaws provide that a vacancy or directorship so created shall be filled in some other manner. A director elected or appointed to fill a vacancy shall be elected or appointed for the unexpired term of the predecessor in office.
[ 2003 c 252 s 1; 1989 c 307 s 10; 1913 c 19 s 5; RRS s 3908. Formerly RCW 23.56.080.]
Notes:
Legislative finding—1989 c 307: See note following RCW 23.86.007.

catchline: Directors—Election and appointment.


title: RCW 23.86.085

text:
The directors shall elect a president and one or more vice presidents, who need not be directors. If the president and vice presidents are not members of the board of directors, the directors shall elect from their number a chair of the board of directors and one or more vice chairs. They shall also elect a secretary and treasurer, who need not be directors, and they may combine the two offices and designate the combined office as secretary-treasurer. The treasurer may be a bank or any depository, and as such shall not be considered an officer but a function of the board of directors. In such case, the secretary shall perform the usual accounting duties of the treasurer, except that the funds shall be deposited only as authorized by the board of directors.
[ 2011 c 336 s 654; 1989 c 307 s 11.]
Notes:
Legislative finding—1989 c 307: See note following RCW 23.86.007.

catchline: Election of officers.


title: RCW 23.86.087

text:
Any member may bring charges against an officer or director by filing charges in writing with the secretary of the association, together with a petition signed by ten percent of the members requesting the removal of the officer or director in question. The removal shall be voted upon at the next regular or special meeting of the association and, by a vote of a majority of the members voting, the association may remove the officer or director and fill the vacancy. The director or officer against whom such charges have been brought shall be informed in writing of the charges prior to the meeting and shall have an opportunity at the meeting to be heard in person or by counsel and to present witnesses. The person or persons bringing the charges shall have the same opportunity. If the bylaws provide for election of directors by districts, the petition for removal of a director must be signed by the number of members residing in the district from which the officer or director was elected as the articles of incorporation or bylaws specify and, in the absence of such specification, the petition must be signed by ten percent of the members residing in the district. The board of directors must call a special meeting of the members residing in that district to consider the removal of the director. By a vote of the majority of the members of the district voting, the association may remove the officer or director and fill the vacancy.
[ 1989 c 307 s 12.]
Notes:
Legislative finding—1989 c 307: See note following RCW 23.86.007.

catchline: Removal of officers or directors.


title: RCW 23.86.090

text:
The articles of incorporation may be amended by a majority vote of the members voting thereon, at any regular meeting or at any special meeting called for that purpose, after notice of the proposed amendment has been given to all members entitled to vote thereon, in the manner provided by the bylaws: PROVIDED, That if the total vote upon the proposed amendment shall be less than twenty-five percent of the total membership of the association, the amendment shall not be approved. At the meeting, members may vote upon the proposed amendment in person, or by written proxy, or by mailed ballot. The power to amend shall include the power to extend the period of its duration for a further definite time or perpetually, and also include the power to increase or diminish the amount of capital stock and the number of shares: PROVIDED, The amount of the capital stock shall not be diminished below the amount of the paid-up capital stock at the time such amendment is adopted. After the adoption of an amendment to its articles of incorporation, the association shall cause a copy of such amendment adopted to be recorded in the office of the secretary of state as provided in RCW 24.06.195.
[ 1989 c 307 s 23; 1982 c 35 s 174; 1981 c 297 s 32; 1961 c 34 s 2; 1913 c 19 s 6; RRS s 3909. Formerly RCW 23.56.090.]
Notes:
Legislative finding—1989 c 307: See note following RCW 23.86.007.
Intent—Severability—Effective dates—Application—1982 c 35: See notes following RCW 43.07.160.
Severability—1981 c 297: See note following RCW 15.36.201.

catchline: Amendments to articles.


title: RCW 23.86.095

text:
Effective January 1, 1990, every association subject to this chapter shall have and maintain a registered agent in this state in accordance with the requirements set forth in Article 4 of chapter 23.95 RCW.
[ 2015 c 176 s 9106; 1989 c 307 s 13.]
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.

catchline: Registered agent.


title: RCW 23.86.100

text:
Any association subject to this chapter may pass bylaws to govern itself in the carrying out of the provisions of this chapter which are not inconsistent with the provisions of this chapter.
[ 1989 c 307 s 24; 1913 c 19 s 19; RRS s 3922. Formerly RCW 23.56.100.]
Notes:
Legislative finding—1989 c 307: See note following RCW 23.86.007.

catchline: Bylaws.


title: RCW 23.86.105

text:
(1) Except for debts lawfully contracted between a member and the association, no member shall be liable for the debts of the association to an amount exceeding the sum remaining unpaid on his or her membership fee or subscription to capital stock.
(2) Membership may be terminated under provisions, rules, or regulations prescribed in the articles of incorporation or bylaws. In the absence thereof, the board of directors may prescribe such provisions, rules, and regulations.
[ 1989 c 307 s 19.]
Notes:
Legislative finding—1989 c 307: See note following RCW 23.86.007.

catchline: Member liability—Termination.


title: RCW 23.86.115

text:
(1) The right of a member to vote may be limited, enlarged, or denied to the extent specified in the articles of incorporation or bylaws. Unless so limited, enlarged, or denied, each member shall be entitled to one vote on each matter submitted to a vote of members. The bylaws may allow subscribers to vote as members if one-fifth of the subscription for the membership fee or capital stock has been paid.
(2) A member may vote in person or, unless the articles of incorporation or the bylaws otherwise provide, may vote by mail, by electronic transmission, or by proxy executed in writing by the member or by a duly authorized attorney-in-fact. No proxy shall be valid for more than 11 months from the date of its execution unless otherwise specified in the proxy. Votes by mail or by proxy shall be made by mail ballot or proxy form prepared and distributed by the association in accordance with procedures set forth in the articles of incorporation or bylaws. Persons voting by mail or by electronic transmission shall be deemed present for all purposes of quorum, count of votes, and percentage voting of total voting power.
(3) If the articles of incorporation or bylaws provide for more or less than one vote per member on any matter, every reference in this chapter to a majority or other proportion of members shall refer to such a majority or other proportion of votes entitled to be cast by members.
[ 2021 c 101 s 1; 1989 c 307 s 21.]
Notes:
Legislative finding—1989 c 307: See note following RCW 23.86.007.

catchline: Voting.


title: RCW 23.86.125

text:
Except as otherwise provided in this chapter, the articles of incorporation or the bylaws may provide the number or percentage of votes that members are entitled to cast in person, by mail, or by proxy that shall constitute a quorum at meetings of members. In the absence of any provision in the articles of incorporation or bylaws, twenty-five percent of the total membership of the association shall constitute a quorum.
[ 1989 c 307 s 22.]
Notes:
Legislative finding—1989 c 307: See note following RCW 23.86.007.

catchline: Voting—Quorum.


title: RCW 23.86.135

text:
(1) Except as provided in subsection (2) of this section, a member of an association shall have the right to dissent from any of the following association actions:
(a) Any plan of merger or consolidation to which the association is a party;
(b) Any plan of conversion of the association to an ordinary business corporation; or
(c) Any sale or exchange of all or substantially all of the property and assets of the association not made in the usual and regular course of its business, including a sale in dissolution, but not including a sale pursuant to an order of a court having jurisdiction in the premises or a sale for cash on terms requiring that all or substantially all of the net proceeds of the sale be distributed to the members in accordance with their respective interests within one year from the date of sale.
(2) A member of a rural electric association is not entitled to dissent from a merger to which the association is a party if all members of the association have the right to continue their membership status in the surviving association on substantially similar terms.
[ 2016 c 228 s 1; 1989 c 307 s 30.]
Notes:
Legislative finding—1989 c 307: See note following RCW 23.86.007.

catchline: Members right to dissent—Exception for members of a rural electric association.


title: RCW 23.86.145

text:
(1) Except as provided otherwise under this chapter, the rights and procedures set forth in chapter 23B.13 RCW shall apply to a member who elects to exercise the right of dissent.
(2) The articles of incorporation of an association subject to this chapter may provide that a dissenting member shall be limited to a return of less than the fair value of the member's equity interest in the association, but a dissenting member may not be limited to a return of less than the consideration paid to or retained by the association for the equity interest unless the fair value is less than the consideration paid to or retained by the association.
(3) Any member of an agricultural association who exercises the right to dissent from an association action described in RCW 23.86.135 shall be entitled to payment of the member's equity interest on the same time schedule that would have applied if membership in the association had been terminated.
(4) Subsection (3) of this section does not apply to agricultural associations that are involved in an action under subsection (3) of this section before June 9, 1994: (a) As to the associations that were involved in the particular action; (b) for three years after June 9, 1994.
[ 1994 c 206 s 2; 1991 c 72 s 16; 1989 c 307 s 31.]
Notes:
Legislative finding—1989 c 307: See note following RCW 23.86.007.

catchline: Rights of dissenting members.


title: RCW 23.86.160

text:
The directors may apportion the net earnings by paying dividends upon the paid-up capital stock at a rate not exceeding eight percent per annum. They may set aside reasonable reserves out of such net earnings for any association purpose. The directors may, however, distribute all or any portion of the net earnings to members in proportion to the business of each with the association and they may include nonmembers at a rate not exceeding that paid to members. The directors may distribute, on a patronage basis, such net earnings at different rates on different classes, kinds, or varieties of products handled. All dividends declared or other distributions made under this section may, in the discretion of the directors, be in the form of capital stock, capital or equity certificates, book credits, or capital funds of the association. All unclaimed dividends or distributions authorized under this chapter or funds payable on redeemed stock, equity certificates, book credits, or capital funds shall revert to the association at the discretion of the directors at any time after one year from the end of the fiscal year during which such distributions or redemptions have been declared.
[ 1989 c 307 s 25; 1947 c 37 s 1; 1943 c 99 s 3; 1913 c 19 s 13; Rem. Supp. 1947 s 3916. Formerly RCW 23.56.160.]
Notes:
Legislative finding—1989 c 307: See note following RCW 23.86.007.

catchline: Apportionment of earnings.


title: RCW 23.86.170

text:
The profits or net earnings of such association shall be distributed to those entitled thereto at such time and in such manner not inconsistent with this chapter as its bylaws shall prescribe, which shall be as often as once a year.
[ 1913 c 19 s 14; RRS s 3917. Formerly RCW 23.56.170.]

catchline: Distribution of dividends.


title: RCW 23.86.195

text:
Any cooperative 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 cooperative association accepts the benefits and will be bound by the provisions of this chapter.
[ 1989 c 307 s 26; 1981 c 297 s 38.]
Notes:
Legislative finding—1989 c 307: See note following RCW 23.86.007.
Severability—1981 c 297: See note following RCW 15.36.201.

catchline: Cooperative associations organized under other statutes—Reorganization under chapter.


title: RCW 23.86.200

text:
For the purposes of RCW 23.86.200 through 23.86.230 a "domestic" cooperative association or "domestic" corporation is one formed under the laws of this state, and an "ordinary business" corporation is one formed or which could be formed under Title 23B RCW.
[ 1991 c 72 s 17; 1971 ex.s. c 221 s 1.]

catchline: Definitions.


title: RCW 23.86.210

text:
(1) A cooperative association may be converted to a domestic ordinary business corporation pursuant to the following procedures:
(a) The board of directors of the association shall, by affirmative vote of not less than two-thirds of all such directors, adopt a plan for such conversion setting forth:
(i) The reasons why such conversion is desirable and in the interests of the members of the association;
(ii) The proposed contents of articles of conversion with respect to items (ii) through (ix) of subparagraph (c) below; and
(iii) Such other information and matters as the board of directors may deem to be pertinent to the proposed plan.
(b) After adoption by the board of directors, the plan for conversion shall be submitted for approval or rejection to the members of the association at any regular meetings or at any special meetings called for that purpose, after notice of the proposed conversion has been given to all members entitled to vote thereon, in the manner provided by the bylaws. The notice of the meeting shall be accompanied by a full copy of the proposed plan for conversion or by a summary of its provisions. At the meeting members may vote upon the proposed conversion in person, or by written proxy, or by mailed ballot. The affirmative vote of two-thirds of the members voting thereon shall be required for approval of the plan of conversion. If the total vote upon the proposed conversion shall be less than twenty-five percent of the total membership of the association, the conversion shall not be approved.
(c) Upon approval by the members of the association, the articles of conversion shall be executed in duplicate by the association by one of its officers and shall set forth:
(i) The dates and vote by which the plan for conversion was adopted by the board of directors and members respectively;
(ii) The corporate name of the converted organization. The name shall comply with requirements in Article 3 of chapter 23.95 RCW for names of business corporations formed under Title 23B RCW, and shall not contain the term "cooperative";
(iii) The purpose or purposes for which the converted corporation is to exist;
(iv) The duration of the converted corporation, which may be perpetual or for a stated term of years;
(v) The capitalization of the converted corporation and the class or classes of shares of stock into which divided, together with the par value, if any, of such shares, in accordance with statutory requirements applicable to ordinary business corporations, and the basis upon which outstanding shares of the association are converted into shares of the converted corporation;
(vi) Any provision limiting or denying to shareholders the preemptive right to acquire additional shares of the converted corporation;
(vii) The address of the converted corporation's initial registered agent;
(viii) The names and addresses of the persons who are to serve as directors of the converted corporation until the first annual meeting of shareholders of the converted corporation or until their successors are elected and qualify;
(ix) Any additional provisions, not inconsistent with law, provided for by the plan for conversion for the regulation of the internal affairs of the converted corporation, including any provision restricting the transfer of shares or which under Title 23B RCW is required or permitted to be set forth in bylaws.
(d) The articles of conversion shall be delivered to the secretary of state for filing in accordance with Article 2 of chapter 23.95 RCW.
(e) Upon delivering the articles of conversion to the secretary of state for filing, the converted corporation shall pay, and the secretary of state shall collect, the same filing and license fees as for filing articles of incorporation of a newly formed business corporation similarly capitalized.
(2) Upon filing by the secretary of state of the articles of conversion, the conversion of the cooperative association to an ordinary business corporation shall become effective as provided in RCW 23.95.210; the articles of conversion shall thereafter constitute and be treated in like manner as articles of incorporation; and the converted corporation shall be subject to all laws applicable to corporations formed under Title 23B RCW, and shall not thereafter be subject to laws applying only to cooperative associations. The converted corporation shall constitute and be deemed to constitute a continuation of the corporate substance of the cooperative association and the conversion shall in no way derogate from the rights of creditors of the former association.
[ 2015 c 176 s 9107; 1991 c 72 s 18; 1989 c 307 s 27; 1982 c 35 s 175; 1981 c 297 s 34; 1971 ex.s. c 221 s 2.]
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.
Intent—Severability—Effective dates—Application—1982 c 35: See notes following RCW 43.07.160.
Severability—1981 c 297: See note following RCW 15.36.201.

catchline: Conversion of cooperative association to domestic ordinary business corporation—Procedure.


title: RCW 23.86.220

text:
(1) A cooperative association may merge with one or more domestic cooperative associations, or with one or more domestic ordinary business corporations, in accordance with the procedures and subject to the conditions set forth or referred to in this section.
(2) If the merger is into another domestic cooperative association, the board of directors of each of the associations shall approve by vote of not less than two-thirds of all the directors, a plan of merger setting forth:
(a) The names of the associations proposing to merge;
(b) The name of the association which is to be the surviving association in the merger;
(c) The terms and conditions of the proposed merger;
(d) The manner and basis of converting the shares of each merging association into shares or other securities or obligations of the surviving association;
(e) A statement of any changes in the articles of incorporation of the surviving association to be effected by such merger; and
(f) Such other provisions with respect to the proposed merger as are deemed necessary or desirable.
(3) Following approval by the boards of directors, the plan of merger shall be submitted to a vote of the members of each of the associations at any regular meeting or at any special meetings called for that purpose, after notice of the proposed merger has been given to all members entitled to vote thereon, in the manner provided in the bylaws. The notice of the meeting shall be in writing stating the purpose or purposes of the meeting and include or be accompanied by a copy or summary of the plan of merger. At the meeting members may vote upon the proposed merger in person, or by written proxy, or by mailed ballot. The affirmative vote of two-thirds of the members voting thereon, by each association, shall be required for approval of the plan of merger. If the total vote of either association upon the proposed merger shall be less than twenty-five percent of the total membership of such association, the merger shall not be approved.
(4) Upon approval by the members of the associations proposing to merge, articles of merger shall be executed in duplicate by each association by an officer of each association, and shall set forth:
(a) The plan of merger;
(b) As to each association, the number of members and, if there is capital stock, the number of shares outstanding; and
(c) As to each association, the number of members who voted for and against such plan, respectively.
(5) The articles of merger shall be delivered to the secretary of state for filing in accordance with Article 2 of chapter 23.95 RCW.
(6) For filing articles of merger hereunder the secretary of state shall charge and collect the same fees as apply to filing of articles of merger of ordinary business corporations.
(7) If the plan of merger is for merger of the cooperative association into a domestic ordinary business corporation, the association shall follow the same procedures as hereinabove provided for merger of domestic cooperative associations and the ordinary business corporation shall follow the applicable procedures set forth in RCW 23B.07.050 and *chapter 23B.11 RCW.
(8) At any time prior to filing of the articles of merger, the merger may be abandoned pursuant to provisions therefor, if any, set forth in the plan of merger.
[ 2015 c 176 s 9108; 1991 c 72 s 19; 1989 c 307 s 28; 1982 c 35 s 176; 1981 c 297 s 35; 1971 ex.s. c 221 s 3.]
Notes:
*Reviser's note: Chapter 23B.11 RCW was repealed in its entirety by 2024 c 22 s 13. For later enactment, see chapter 23B.11A RCW.
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.
Intent—Severability—Effective dates—Application—1982 c 35: See notes following RCW 43.07.160.
Severability—1981 c 297: See note following RCW 15.36.201.

catchline: Merger of cooperative association with one or more cooperative associations or business corporations—Procedure.


title: RCW 23.86.230

text:
(1) Upon issuance of the certificate of merger by the secretary of state, the merger of the cooperative association into another cooperative association or ordinary business corporation, as the case may be, shall be effected.
(2) When merger has been effected:
(a) The several parties to the plan of merger shall be a single cooperative association or corporation, as the case may be, which shall be that cooperative association or corporation designated in the plan of merger as the survivor.
(b) The separate existence of all parties to the plan of merger, except that of the surviving cooperative association or corporation, shall cease.
(c) If the surviving entity is a cooperative association, it shall have all the rights, privileges, immunities and powers and shall be subject to all the duties and liabilities of a cooperative association organized under chapter 23.86 RCW. If the surviving entity is an ordinary business corporation, it shall have all the rights, privileges, immunities and powers and shall be subject to all the duties and liabilities of a corporation organized or existing under Title 23B RCW.
(d) Such surviving cooperative association or corporation, as the case may be, shall thereupon and thereafter possess all the rights, privileges, immunities, and franchises, both public and private of each of the merging organizations, to the extent that such rights, privileges, immunities, and franchises are not inconsistent with the corporate nature of the surviving organization; and all property, real, personal and mixed, and all debts due on whatever account, including subscriptions to shares, and all other choses in action, and all and every other interest of or belonging to or due to each of the organizations so merged shall be taken and deemed to be transferred to and vested in such surviving cooperative association or corporation, as the case may be, without further act or deed; and the title to any real estate, or any interest therein, vested in any such merged cooperative association shall not revert or be in any way impaired by reason of such merger.
(3) The surviving cooperative association or corporation, as the case may be, shall, after the merger is effected, be responsible and liable for all the liabilities and obligations of each of the organizations so merged; and any claim existing or action or proceeding pending by or against any of such organizations may be prosecuted as if the merger had not taken place and the surviving cooperative association or corporation may be substituted in its place. Neither the right of creditors nor any liens upon the property of any cooperative association or corporation party to the merger shall be impaired by the merger.
(4) The articles of incorporation of the surviving cooperative association or of the surviving ordinary business corporation, as the case may be, shall be deemed to be amended to the extent, if any, that changes in such articles are stated in the plan of merger.
[ 1991 c 72 s 20; 1989 c 307 s 29; 1971 ex.s. c 221 s 4.]
Notes:
Legislative finding—1989 c 307: See note following RCW 23.86.007.

catchline: Merger of cooperative association with one or more cooperative associations or business corporations—Rights, powers, duties and liabilities of surviving entity—Articles.


title: RCW 23.86.250

text:
The members of any association may by the vote of two-thirds of the members voting thereon, at any regular meeting or at any special meeting called for that purpose, vote to dissolve said association after notice of the proposed dissolution has been given to all members entitled to vote thereon, in the manner provided by the bylaws, and thereupon such proceeding shall be had for the dissolution of said association as is provided by law for the dissolution of corporations organized under chapter 24.06 RCW: PROVIDED, That if the total vote upon the proposed dissolution shall be less than twenty-five percent of the total membership of the association, the dissolution shall not be approved. At the meeting, members may vote upon the proposed dissolution in person, or by written proxy, or by mailed ballot.
[ 1981 c 297 s 36.]
Notes:
Severability—1981 c 297: See note following RCW 15.36.201.

catchline: Dissolution.


title: RCW 23.86.310

text:
Every association subject to this chapter shall deliver an annual report to the secretary of state in accordance with RCW 23.95.255.
[ 2015 c 176 s 9109; 1989 c 307 s 15.]
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.

catchline: Annual report.


title: RCW 23.86.330

text:
The provisions of Article 6 of chapter 23.95 RCW relating to administrative dissolution by the secretary of state shall apply to every association subject to this chapter formed on or after July 23, 1989.
[ 2015 c 176 s 9110; 1991 c 72 s 21; 1989 c 307 s 17.]
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.

catchline: Administrative dissolution.


title: RCW 23.86.350

text:
The provisions of RCW 24.06.100 and 24.06.105 shall apply to every association subject to this chapter.
[ 1989 c 307 s 20.]
Notes:
Legislative finding—1989 c 307: See note following RCW 23.86.007.

catchline: Application of RCW 24.06.100 and 24.06.105.


title: RCW 23.86.360

text:
The provisions of Title 23B RCW shall apply to the associations subject to this chapter, except where such provisions are in conflict with or inconsistent with the express provisions of this chapter. The terms "shareholder" or "shareholders" as used in Title 23B RCW, or in chapter 24.06 RCW as incorporated by reference herein, shall be deemed to refer to "member" or "members" as defined in this chapter. When the terms "share" or "shares" are used with reference to voting rights in Title 23B RCW, or in chapter 24.06 RCW as incorporated by reference herein, such terms shall be deemed to refer to the vote or votes entitled to be cast by a member or members.
[ 1991 c 72 s 23; 1989 c 307 s 32.]
Notes:
Legislative finding—1989 c 307: See note following RCW 23.86.007.

catchline: Application of Title 23B RCW.


title: RCW 23.86.370

text:
The provisions of Article 5 of chapter 23.95 RCW and RCW 24.06.367 and 24.06.369 shall apply to every foreign corporation which desires to conduct affairs in this state under the authority of this chapter.
[ 2015 c 176 s 9111; 1989 c 307 s 33.]
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.

catchline: Application of Article 5 of chapter 23.95 RCW.


title: RCW 23.86.400

text:
(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 electric service cooperative organized under this chapter 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 s 1.]

catchline: Locally regulated utilities—Attachments to poles.


title: RCW 23.86.405

text:
(1) As used in this section, any locally regulated utility as defined in RCW 23.86.400 may not effect, due to lack of payment, an involuntary termination of electric utility service to any residential user, including tenants of metered apartment buildings and residents of mobile homes, on any day for which the national weather service has issued or has announced that it intends to issue a heat-related alert, such as an excessive heat warning, a heat advisory, an excessive heat watch, or a similar alert, for the area in which the residential user's address is located.
(2)(a) A residential user at whose dwelling electric utility service has been disconnected for lack of payment may request that the locally regulated utility reconnect service on any day for which the national weather service has issued or has announced that it intends to issue a heat-related alert, such as an excessive heat warning, a heat advisory, an excessive heat watch, or a similar alert, for the area in which the residential user's address is located. The locally regulated utility shall inform all customers in the notice of disconnection of the ability to seek reconnection and provide clear and specific information on how to make that request, including how to contact the utility.
(b) Upon receipt of a request made pursuant to (a) of this subsection, the locally regulated utility shall promptly make a reasonable attempt to reconnect service to the dwelling. The locally regulated utility, in connection with a request made pursuant to (a) of this subsection, may require the residential user to enter into a payment plan prior to reconnecting service to the dwelling. If the locally regulated utility requires the residential user to enter into a repayment plan, the repayment plan must comply with subsection (3) of this section.
(3) A repayment plan required by a locally regulated utility pursuant to subsection (2)(b) of this section will be designed both to pay the past due bill by the following May 15th, or as soon as possible after May 15th if needed to maintain monthly payments that are no greater than six percent of the customer's monthly income, and to pay for continued utility service. The plan may not require monthly payments in excess of six percent of the customer's monthly income. A customer may agree to pay a higher percentage during this period, but will not be in default unless payment during this period is less than six percent of the customer's monthly income. If assistance payments are received by the customer subsequent to implementation of the plan, the customer shall contact the locally regulated utility to reformulate the plan.
(4) Each locally regulated utility is encouraged to use any savings resulting from the removal of reporting requirements in chapter 137, Laws of 2026 for low-income energy assistance.
[ 2026 c 137 s 3; 2023 c 105 s 1.]

catchline: Locally regulated utilities—Involuntary termination of electric service during heat-related alerts prohibited—Reconnection and repayment plan.


title: RCW 23.86.410

text:
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 s 4.]
Notes:
Effective date—2001 c 122: See note following RCW 80.28.310.

catchline: Tariff for irrigation pumping service—Authority for locally regulated utility to buy back electricity.


title: RCW 23.86.420

text:
(1) Except as provided in subsection (2) of this section, a domestic association organized under this chapter 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 association organized for the purpose of generating, purchasing, selling, marketing, transmitting, or distributing electric energy.
[ 2019 c 37 s 1404.]
Notes:
Uniformity of application and construction—Savings—2019 c 37: See RCW 23.100.1501 and 23.100.1503.

catchline: Conversion of domestic association to limited cooperative association—Procedure.


title: RCW 23.86.900

text:
The provisions of this chapter relating to domestic cooperative associations shall apply to:
(1) All cooperative associations organized under this chapter; and
(2) All agricultural cooperative associations organized under *chapter 24.32 RCW. All such agricultural cooperatives are deemed to have been incorporated under this chapter.
[ 1989 c 307 s 2.]
Notes:
*Reviser's note: Chapter 24.32 RCW was repealed by 1989 c 307.
Legislative finding—1989 c 307: See note following RCW 23.86.007.

catchline: Application—1989 c 307.


title: RCW 23.90.010

text:
This chapter may be known and cited as the "Massachusetts Trust Act of 1959".
[ 1959 c 220 s 1.]

catchline: Short title.


title: RCW 23.90.020

text:
A Massachusetts trust is an unincorporated business association created at common law by an instrument under which property is held and managed by trustees for the benefit and profit of such persons as may be or may become the holders of transferable certificates evidencing beneficial interests in the trust estate, the holders of which certificates are entitled to the same limitation of personal liability extended to stockholders of private corporations.
[ 1959 c 220 s 2.]

catchline: Massachusetts trust defined.


title: RCW 23.90.030

text:
A Massachusetts trust is permitted as a recognized form of association for the conduct of business within the state of Washington.
[ 1959 c 220 s 3.]

catchline: Form of association authorized.


title: RCW 23.90.040

text:
(1) Any Massachusetts trust desiring to do business in this state shall file with the secretary of state, in accordance with Article 2 of chapter 23.95 RCW, a verified copy of the trust instrument creating such a trust and any amendment thereto, the assumed business name, if any, and the names and addresses of its trustees.
(2) Any person dealing with such Massachusetts trust shall be bound by the terms and conditions of the trust instrument and any amendments thereto so filed.
(3) Any Massachusetts trust created under this chapter or entering this state pursuant thereto shall pay such taxes and fees as are imposed by the laws, ordinances, and resolutions of the state of Washington and any counties and municipalities thereof on domestic and foreign corporations, respectively, on an identical basis therewith. In computing such taxes and fees, the shares of beneficial interest of such a trust shall have the character for tax purposes of shares of stock in private corporations.
(4) Any Massachusetts trust shall be subject to such applicable provisions of law, now or hereafter enacted, with respect to domestic and foreign corporations, respectively, as relate to the issuance of securities, filing of required statements or reports, service of process, general grants of power to act, right to sue and be sued, limitation of individual liability of shareholders, rights to acquire, mortgage, sell, lease, operate and otherwise to deal in real and personal property, and other applicable rights and duties existing under the common law and statutes of this state in a manner similar to those applicable to domestic and foreign corporations.
(5) The secretary of state, director of licensing, and the department of revenue of the state of Washington are each authorized and directed to prescribe binding rules and regulations applicable to said Massachusetts trusts consistent with this chapter.
[ 2015 c 176 s 9112; 1981 c 302 s 3; 1979 c 158 s 88; 1967 ex.s. c 26 s 21; 1959 c 220 s 4.]
Notes:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
Severability—1981 c 302: See note following RCW 19.76.100.
Effective date—1967 ex.s. c 26: See note following RCW 82.01.050.

catchline: Filing trust instrument, effect—Powers and duties of trust.


title: RCW 23.95.100

text:
This chapter may be known and cited as the uniform business organizations code—general provisions.
[ 2015 c 176 s 1101.]
Notes:
Effective date—Contingent effective date—2015 c 176: "(1) Parts I, II, III, IV, V, VI, VIII, and IX of this act take effect January 1, 2016.
(2) Part VII of this act takes effect upon the effective date of chapter 188, Laws of 2015." [ 2015 c 176 s 1803.]


title: RCW 23.95.105

text:
The definitions in this section apply throughout this chapter unless the context clearly requires otherwise or as set forth in RCW 23.95.400 or 23.95.600.
(1) "Annual report" means the report required by RCW 23.95.255.
(2) "Business corporation" means a domestic business corporation incorporated under or subject to Title 23B RCW or a foreign business corporation.
(3) "Commercial registered agent" means a person listed under RCW 23.95.420.
(4) "Domestic," with respect to an entity, means governed as to its internal affairs by the law of this state.
(5) "Electronic transmission" means an electronic communication:
(a) Not directly involving the physical transfer of a record in a tangible medium; and
(b) That may be retained, retrieved, and reviewed by the sender and the recipient thereof, and that may be directly reproduced in a tangible medium by such a sender and recipient.
(6) "Entity" means:
(a) A business corporation;
(b) A nonprofit corporation;
(c) A limited liability partnership;
(d) A limited partnership;
(e) A limited liability company;
(f) A general cooperative association; or
(g) A limited cooperative association.
(7) "Entity filing" means a record delivered to the secretary of state for filing pursuant to this chapter.
(8) "Execute," "executes," or "executed" means with present intent to authenticate or adopt a record:
(a) To sign or adopt a tangible symbol;
(b) To attach to or logically associate with the record an electronic symbol, sound, or process; or
(c) With respect to a record to be filed with the secretary of state, in compliance with the standards for filing with the office of the secretary of state as prescribed by the secretary of state.
(9) "Filed record" means a record filed by the secretary of state pursuant to this chapter.
(10) "Foreign," with respect to an entity, means governed as to its internal affairs by the law of a jurisdiction other than this state.
(11) "General cooperative association" means a domestic general cooperative association formed under or subject to chapter 23.86 RCW.
(12) "Governor" means:
(a) A director of a business corporation;
(b) A director of a nonprofit corporation;
(c) A partner of a limited liability partnership;
(d) A general partner of a limited partnership;
(e) A manager of a manager-managed limited liability company;
(f) A member of a member-managed limited liability company;
(g) A director of a general cooperative association;
(h) A director of a limited cooperative association; or
(i) Any other person under whose authority the powers of an entity are exercised and under whose direction the activities and affairs of the entity are managed pursuant to the organic law and organic rules of the entity.
(13) "Interest" means:
(a) A share in a business corporation;
(b) A membership in a nonprofit corporation;
(c) A share in a nonprofit corporation formed under chapter 24.06 RCW;
(d) A partnership interest in a limited liability partnership;
(e) A partnership interest in a limited partnership;
(f) A limited liability company interest;
(g) A share or membership in a general cooperative association; or
(h) A member's interest in a limited cooperative association.
(14) "Interest holder" means:
(a) A shareholder of a business corporation;
(b) A member of a nonprofit corporation;
(c) A shareholder of a nonprofit corporation formed under chapter 24.06 RCW;
(d) A partner of a limited liability partnership;
(e) A general partner of a limited partnership;
(f) A limited partner of a limited partnership;
(g) A member of a limited liability company;
(h) A shareholder or member of a general cooperative association; or
(i) A member of a limited cooperative association.
(15) "Jurisdiction," when used to refer to a political entity, means the United States, a state, a foreign country, or a political subdivision of a foreign country.
(16) "Jurisdiction of formation" means the jurisdiction whose law includes the organic law of an entity.
(17) "Limited cooperative association" means a domestic limited cooperative association formed under or subject to chapter 23.100 RCW or a foreign limited cooperative association.
(18) "Limited liability company" means a domestic limited liability company formed under or subject to chapter 25.15 RCW or a foreign limited liability company.
(19) "Limited liability limited partnership" means a domestic limited liability limited partnership formed under or subject to chapter 25.10 RCW or a foreign limited liability limited partnership.
(20) "Limited liability partnership" means a domestic limited liability partnership registered under or subject to chapter 25.05 RCW or a foreign limited liability partnership.
(21) "Limited partnership" means a domestic limited partnership formed under or subject to chapter 25.10 RCW or a foreign limited partnership. "Limited partnership" includes a limited liability limited partnership.
(22) "Noncommercial registered agent" means a person that is not a commercial registered agent and is:
(a) An individual or domestic or foreign entity that serves in this state as the registered agent of an entity;
(b) An individual who holds the office or other position in an entity which is designated as the registered agent pursuant to RCW 23.95.415(1)(b)(ii); or
(c) A government, governmental subdivision, agency, or instrumentality, or a separate legal entity comprised of two or more of these entities, that serves as the registered agent of an entity.
(23) "Nonprofit corporation" means a domestic nonprofit corporation incorporated under or subject to chapter 24.03A or 24.06 RCW or a foreign nonprofit corporation.
(24) "Nonregistered foreign entity" means a foreign entity that is not registered to do business in this state pursuant to a statement of registration filed by the secretary of state.
(25) "Organic law" means the law of an entity's jurisdiction of formation governing the internal affairs of the entity.
(26) "Organic rules" means the public organic record and private organic rules of an entity.
(27) "Person" means an individual, business corporation, nonprofit corporation, partnership, limited partnership, limited liability company, general cooperative association, limited cooperative association, unincorporated nonprofit association, statutory trust, business trust, common-law business trust, estate, trust, association, joint venture, public corporation, government or governmental subdivision, agency, or instrumentality, or any other legal or commercial entity.
(28) "Principal office" means the principal executive office of an entity, whether or not the office is located in this state.
(29) "Private organic rules" means the rules, whether or not in a record, that govern the internal affairs of an entity, are binding on all its interest holders, and are not part of its public organic record, if any. "Private organic rules" includes:
(a) The bylaws of a business corporation and any agreement among shareholders pursuant to RCW 23B.07.320;
(b) The bylaws of a nonprofit corporation;
(c) The partnership agreement of a limited liability partnership;
(d) The partnership agreement of a limited partnership;
(e) The limited liability company agreement;
(f) The bylaws of a general cooperative association; and
(g) The bylaws of a limited cooperative association.
(30) "Proceeding" means civil suit and criminal, administrative, and investigatory action.
(31) "Property" means all property, whether real, personal, or mixed or tangible or intangible, or any right or interest therein.
(32) "Public organic record" means the record the filing of which by the secretary of state is required to form an entity and any amendment to or restatement of that record. The term includes:
(a) The articles of incorporation of a business corporation;
(b) The articles of incorporation of a nonprofit corporation;
(c) The certificate of limited partnership of a limited partnership;
(d) The certificate of formation of a limited liability company;
(e) The articles of incorporation of a general cooperative association;
(f) The articles of organization of a limited cooperative association; and
(g) The document under the laws of another jurisdiction that is equivalent to a document listed in this subsection.
(33) "Receipt," as used in this chapter, means actual receipt. "Receive" has a corresponding meaning.
(34) "Record" means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form.
(35) "Registered agent" means an agent of an entity which is authorized to receive service of any process, notice, or demand required or permitted by law to be served on the entity. The term includes a commercial registered agent and a noncommercial registered agent.
(36) "Registered foreign entity" means a foreign entity that is registered to do business in this state pursuant to a certificate of registration filed by the secretary of state.
(37) "State" means a state of the United States, the District of Columbia, Puerto Rico, the United States Virgin Islands, or any territory or insular possession subject to the jurisdiction of the United States.
(38) "Tangible medium" means a writing, copy of a writing, facsimile, or a physical reproduction, each on paper or on other tangible material.
(39) "Transfer" includes:
(a) An assignment;
(b) A conveyance;
(c) A sale;
(d) A lease;
(e) An encumbrance, including a mortgage or security interest;
(f) A change of record owner of interest;
(g) A gift; and
(h) A transfer by operation of law.
(40) "Type of entity" means a generic form of entity:
(a) Recognized at common law; or
(b) Formed under an organic law, whether or not some entities formed under that law are subject to provisions of that law that create different categories of the form of entity.
[ 2021 c 176 s 5208; 2020 c 57 s 29; 2019 c 37 s 1401; 2015 c 176 s 1102.]
Notes:
Effective date—2021 c 176: See note following RCW 24.03A.005.
Uniformity of application and construction—Savings—2019 c 37: See RCW 23.100.1501 and 23.100.1503.
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.

catchline: Definitions.


title: RCW 23.95.110

text:
(1) Except as otherwise provided in this chapter, permissible means of delivery of a record include delivery by hand, United States mail, private courier service, and electronic transmission.
(2) Records may be delivered to the secretary of state by electronic transmission as authorized by the secretary of state pursuant to RCW 23.95.115(2). The secretary of state may deliver a record to an entity by electronic transmission if the entity has designated an address, location, or system to which the record may be electronically transmitted.
[ 2015 c 176 s 1103.]
Notes:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.

catchline: Delivery of record.


title: RCW 23.95.115

text:
(1) The secretary of state has the power reasonably necessary to perform the duties required by this chapter, including adoption, amendment, or repeal of rules under chapter 34.05 RCW for the efficient administration of this chapter.
(2) The secretary of state may adopt rules to facilitate electronic filing. The rules will detail the circumstances under which the electronic filing of documents will be permitted, how the documents will be filed, and how the secretary of state will return filed documents. The rules may also impose additional requirements related to implementation of electronic filing processes, including but not limited to file formats, signature technologies, delivery, and the types of entities, records, or documents permitted.
[ 2015 c 176 s 1104.]
Notes:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.

catchline: Rules and procedures.


title: RCW 23.95.200

text:
(1) To be filed by the secretary of state pursuant to this chapter, an entity filing must be received by the secretary of state, comply with this chapter, and satisfy the following:
(a) The entity filing must be required or permitted by Title 23, 23B, 24, or 25 RCW.
(b) The entity filing must be delivered in a tangible medium unless and to the extent the secretary of state permits electronic delivery of entity filings pursuant to RCW 23.95.115(2).
(c) The words in the entity filing must be in English, and numbers must be in Arabic or Roman numerals, but the name of the entity need not be in English if written in English letters or Arabic or Roman numerals.
(d) The entity filing must be executed by or on behalf of a person authorized or required under this chapter or the entity's organic law to execute the filing.
(e) The entity filing must state the name and capacity, if any, of each individual who executed it, on behalf of either the individual or the person authorized or required to execute the filing, but need not contain a seal, attestation, acknowledgment, or verification.
(2) When an entity filing is delivered to the secretary of state for filing, any fee required under this chapter and any fee, interest, or penalty required to be paid under this chapter or law other than this chapter must be paid in a manner permitted by the secretary of state or by that law.
(3) The secretary of state may require that an entity filing delivered in a tangible medium be accompanied by an identical or conformed copy.
(4) A record filed under this chapter may be executed by an individual acting in a valid representative capacity.
[ 2020 c 57 s 30; 2015 c 176 s 1201.]
Notes:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.

catchline: Entity filing requirements.


title: RCW 23.95.205

text:
(1) The secretary of state may provide forms for entity filings required or permitted to be made by Title 23, 23B, 24, or 25 RCW, but, except as otherwise provided in subsection (2) of this section, their use is not required.
(2) The secretary of state may require that a cover sheet for an entity filing and an annual report be on forms prescribed by the secretary of state.
[ 2015 c 176 s 1202.]
Notes:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.

catchline: Forms.


title: RCW 23.95.210

text:
Except as otherwise provided in this chapter and subject to RCW 23.95.220(4), an entity filing is effective:
(1) On the date of filing and at the time specified in the entity filing as its effective time;
(2) Unless prohibited by the entity's organic law, at a specified delayed effective date and time, which may not be more than ninety days after the date of filing;
(3) If a delayed effective date is specified, but no time is specified, at 12:01 a.m. on the date specified; or
(4) If subsection (1), (2), or (3) of this section does not apply, on the date and at the time of its filing by the secretary of state as provided in RCW 23.95.225.
[ 2015 c 176 s 1203.]
Notes:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.

catchline: Effective date and time.


title: RCW 23.95.215

text:
(1) Except as otherwise provided in this chapter, a filed record may be withdrawn before it takes effect by delivering to the secretary of state for filing a statement of withdrawal.
(2) A statement of withdrawal must:
(a) Be executed by an individual acting in a valid representative capacity; and
(b) Identify the filed record to be withdrawn.
(3) On filing by the secretary of state of a statement of withdrawal, the action or transaction evidenced by the original filed record shall not take effect.
[ 2015 c 176 s 1204.]
Notes:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.

catchline: Withdrawal of filed record before effectiveness.


title: RCW 23.95.220

text:
(1) An entity may correct a filed record if:
(a) The filed record at the time of filing contained an inaccurate statement;
(b) The filed record was defectively executed; or
(c) The electronic transmission of the filed record to the secretary of state was defective.
(2) To correct a filed record, the entity must deliver to the secretary of state for filing a statement of correction.
(3) A statement of correction:
(a) May not state a delayed effective date;
(b) Must be executed by the individual correcting the filed record;
(c) Must identify the filed record to be corrected;
(d) Must specify the inaccuracy or defect to be corrected; and
(e) Must correct the inaccuracy or defect.
(4) A statement of correction is effective as of the effective date of the filed record that it corrects except as to persons relying on the uncorrected filed record and adversely affected by the correction. As to those persons, the statement of correction is effective when filed.
[ 2015 c 176 s 1205.]
Notes:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.

catchline: Correcting filed record.


title: RCW 23.95.225

text:
(1) The secretary of state shall file an entity filing that satisfies this chapter. The duty of the secretary of state under this section is ministerial.
(2) The secretary of state shall document the date of receipt of an entity filing. After processing and accepting an entity filing, the secretary of state shall deliver to the person that submitted the filing a copy of the filed record with an acknowledgment of the date and time of processing.
(3) If the secretary of state refuses to file an entity filing, the secretary of state not later than fifteen business days after the filing is received, shall:
(a) Return the entity filing or notify the person that submitted the filing of the refusal; and
(b) Provide a brief explanation in a record of the reason for the refusal.
(4) If the secretary of state refuses to file an entity filing, the person that submitted the entity filing may petition the superior court to compel its filing. The entity filing and the explanation of the secretary of state of the refusal to file must be attached to the petition. The court may decide the matter in a summary proceeding.
(5) The filing of or refusal to file an entity filing does not:
(a) Affect the validity or invalidity of the entity filing in whole or in part;
(b) Relate to the correctness or incorrectness of information contained in the entity filing; or
(c) Create a presumption that the information contained in the filing is correct or incorrect.
[ 2026 c 80 s 3; 2015 c 176 s 1206.]
Notes:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.

catchline: Duty of secretary of state to file—Review of refusal to file.


title: RCW 23.95.230

text:
A certification from the secretary of state accompanying a copy of a filed record is conclusive evidence that the copy is an accurate representation of the original record on file with the secretary of state.
[ 2015 c 176 s 1207.]
Notes:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.

catchline: Evidentiary effect of copy of filed record.


title: RCW 23.95.235

text:
(1) On request of any person, the secretary of state shall issue a certificate of existence for a domestic entity or a certificate of registration for a registered foreign entity.
(2) A certificate under subsection (1) of this section must state:
(a) The domestic entity's name or the registered foreign entity's name used in this state;
(b) In the case of a domestic entity:
(i) That its public organic record has been filed and has taken effect;
(ii) The date the public organic record became effective;
(iii) The period of the entity's duration if the records of the secretary of state reflect that the entity's period of duration is less than perpetual; and
(iv) That the records of the secretary of state do not reflect that the entity has been dissolved;
(c) In the case of a registered foreign entity:
(i) That it is registered to do business in this state;
(ii) The date the foreign entity registered to do business in this state; and
(iii) That the records of the secretary of state do not reflect that the foreign entity's registration to do business in the state has been terminated;
(d) That all fees, interest, and penalties owed to this state by the domestic or foreign entity and collected through the secretary of state have been paid, if:
(i) Payment is reflected in the records of the secretary of state; and
(ii) Nonpayment affects the existence or registration of the domestic or foreign entity;
(e) That the most recent annual report required by RCW 23.95.255 has been delivered to the secretary of state for filing;
(f) That a proceeding is not pending under RCW 23.95.610 as to a domestic entity or under RCW 23.95.550 as to a registered foreign entity; and
(g) Other facts reflected in the records of the secretary of state pertaining to the domestic or foreign entity which the person requesting the certificate reasonably requests.
(3) Subject to any qualification stated in the certificate, a certificate issued by the secretary of state under subsection (1) of this section may be relied upon as conclusive evidence of the facts stated in the certificate, and that as of the date of its issuance: (a) In the case of a domestic entity, it is in existence and duly formed or incorporated, as applicable; and (b) in the case of a foreign entity, it is registered and authorized to do business in this state.
(4) The terms "doing business" and "transacting business," and their variants such as "do business" and "transact business," are used interchangeably, and each has the same meaning as the other when used in this title and in Titles 23B, 24, and 25 RCW.
[ 2017 c 31 s 1; 2015 c 176 s 1208.]
Notes:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.

catchline: Certificate of existence or registration—Definitions.


title: RCW 23.95.240

text:
(1) Any person who executes a record the person knows is false in any material respect with the intent the record be an entity filing is guilty of a gross misdemeanor punishable under chapter 9A.20 RCW.
(2) A person that executes an entity filing as an agent or legal representative thereby affirms as a fact that the person is authorized to execute the entity filing.
[ 2015 c 176 s 1209.]
Notes:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.

catchline: Execution of entity filing.


title: RCW 23.95.245

text:
(1) If a person required by the entity's organic law to execute a record that is to be an entity filing or to make an entity filing does not do so, any other person that is aggrieved may petition the superior court to order:
(a) The person to execute the record;
(b) The person to make the entity filing; or
(c) The secretary of state to file the entity filing unexecuted.
(2) If the petitioner under subsection (1) of this section is not the entity to which the entity filing pertains, the petitioner shall make the entity a party to the action.
(3) A filed record created under subsection (1)(c) of this section is effective without being executed.
[ 2015 c 176 s 1210.]
Notes:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.

catchline: Execution and filing pursuant to judicial order.


title: RCW 23.95.250

text:
Except as otherwise provided by RCW 23.95.450 or by law of this state other than this chapter, the secretary of state may deliver a record to a person by delivering it:
(1) In person to the person that submitted it for filing;
(2) To the address of the person's registered agent;
(3) To the principal office address of the person; or
(4) To another address the person provides to the secretary of state for delivery.
[ 2015 c 176 s 1211.]
Notes:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.

catchline: Delivery by secretary of state.


title: RCW 23.95.255

text:
(1) A domestic entity shall, within one hundred twenty days of the date on which its public organic record became effective, deliver to the secretary of state for filing an initial report that states the information required under subsection (2) of this section.
(2) A domestic entity or registered foreign entity shall deliver to the secretary of state for filing an annual report that states:
(a) The name of the entity and its jurisdiction of formation;
(b) The name and street and mailing addresses of the entity's registered agent in this state;
(c) The street and mailing addresses of the entity's principal office;
(d) In the case of a registered foreign entity, the street and mailing address of the entity's principal office in the state or country under the laws of which it is incorporated;
(e) The names of the entity's governors;
(f) A brief description of the nature of the entity's business;
(g) The entity's unified business identifier number;
(h) In the case of a nonprofit corporation, the corporation's federal employer identification number; and
(i) In the case of a nonprofit corporation, any information required under RCW 24.03A.075.
(3) Information in an initial or annual report must be current as of the date the report is executed by the entity.
(4) Annual reports must be delivered to the secretary of state on a date determined by the secretary of state and at such additional times as the entity elects.
(5) If an initial or annual report does not contain the information required by this section, the secretary of state promptly shall notify the reporting entity in a record and return the report for correction.
(6) If an initial or annual report contains the name or address of a registered agent that differs from the information shown in the records of the secretary of state immediately before the annual report becomes effective, the differing information in the initial or annual report is considered a statement of change under RCW 23.95.430.
(7) The secretary of state shall send to each domestic entity and registered foreign entity, not less than thirty or more than ninety days prior to the expiration date of the entity's annual renewal, a notice that the entity's annual report must be filed as required by this chapter and that any applicable annual renewal fee must be paid, and stating that if the entity fails to file its annual report or pay the annual renewal fee it will be administratively dissolved. The notice may be sent by postal or email as elected by the entity, addressed to its registered agent within the state, or to an electronic address designated by the entity in a record retained by the secretary of state. Failure of the secretary of state to provide any such notice does not relieve a domestic entity or registered foreign entity from its obligations to file the annual report required by this chapter or to pay any applicable annual renewal fee. The option to receive the notice provided under this section by email may be selected only when the secretary of state makes the option available.
[ 2026 c 80 s 4; 2021 c 176 s 5102; 2017 c 31 s 2; 2015 c 176 s 1212.]
Notes:
Effective date—2021 c 176: See note following RCW 24.03A.005.
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.

catchline: Initial or annual report for secretary of state.


title: RCW 23.95.260

text:
(1) Except as provided in subsection (2) of this section, the secretary of state shall adopt rules in accordance with chapter 34.05 RCW setting:
(a) Fees for:
(i) Filing entity filings;
(ii) Furnishing copies or certified copies of any filed record under this chapter; and
(iii) Furnishing a certificate of existence or registration of an entity, or any other certificate;
(b)(i) License or renewal fees authorized under Title 23, 23B, 24, or 25 RCW.
(ii) The secretary of state must collect the annual license or renewal fees established by rule. The first $50 of the annual license or renewal fees must be deposited in the state treasury and the remainder deposited in the secretary of state's revolving fund under RCW 43.07.130;
(c) Penalty fees; and
(d) Other miscellaneous charges.
(2) There is no fee for:
(a) A registered agent's consent to act as agent or statement of resignation;
(b) Filing articles of dissolution;
(c) Filing certificates of judicial dissolution;
(d) Filing statements of withdrawal; and
(e) Filing annual reports when submitted concurrently with the payment of annual license fees.
(3) The withdrawal under RCW 23.95.215 of a filed record before it is effective or the correction of a filed record under RCW 23.95.220 does not entitle the person on whose behalf the record was filed to a refund of the filing fee.
(4) The secretary of state shall establish the fee schedule authorized under this section in a manner that is consistent with the fee schedule applicable to the various entities that is in effect on January 1, 2016. The amounts of fees, charges, and penalties established under this section may be no greater than the amounts applicable to entity filings, penalties, and other charges in effect on January 1, 2016. Fees may be adjusted by rule only in an amount that does not exceed the average biennial increase in the cost of providing service. This must be determined in a biennial cost study performed by the secretary of state.
(5) All fees collected by the secretary of state shall be deposited with the state treasurer pursuant to law or deposited in the secretary of state's revolving fund as provided in RCW 43.07.130.
[ 2026 c 80 s 5; 2015 c 176 s 1213.]
Notes:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.

catchline: Fees.


title: RCW 23.95.265

text:
The secretary of state may, where exigent or mitigating circumstances are presented, waive penalty fees due from any entity previously in good standing which would otherwise be penalized or lose its active status. An entity desiring to seek relief under this section must, within fifteen days of discovery of the missed filing or lapse, notify the secretary of state as provided in rule. The notification must include the name and mailing address of the entity, the governor or other entity official to whom correspondence should be sent, and a statement under oath by a governor or other entity official, setting forth the nature of the missed filing or lapse, the circumstances giving rise to the missed filing or lapse, and the relief sought. If the secretary of state is satisfied that sufficient exigent or mitigating circumstances exist, that the entity has demonstrated good faith and a reasonable attempt to comply with the applicable statutes of this state, the secretary of state may issue an order allowing relief from the penalty. If the secretary of state determines the request does not comply with the requirements for relief, the secretary of state shall deny the relief and state the reasons for the denial. Any denial of relief by the secretary of state is not reviewable notwithstanding the provisions of chapter 34.05 RCW.
[ 2020 c 57 s 31; 2015 c 176 s 1214.]
Notes:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.

catchline: Waiver of penalty fees.


title: RCW 23.95.300

text:
(1) The name of a domestic entity and the name under which a foreign entity may register to do business in this state , must be distinguishable on the records of the secretary of state from any:
(a) Name of an existing domestic entity which at the time is not administratively dissolved;
(b) Name of a foreign entity registered to do business in this state under Article 5 of this chapter;
(c) Name reserved under RCW 23.95.310; or
(d) Name registered under RCW 23.95.315.
(2) If an entity consents in a record to the use of its name and submits an undertaking in a form satisfactory to the secretary of state to change its name to a name that is distinguishable on the records of the secretary of state from any name in any category of names in subsection (1) of this section, the name of the consenting entity may be used by the person to which the consent was given.
(3) A name may not be considered distinguishable on the records of the secretary of state from the name of another entity by virtue of:
(a) A variation in the words, phrases, or abbreviations indicating the type of entity, such as "corporation," "corp.," "incorporated," "Inc.," "company," "co.," "social purpose corporation," "SPC," "S.P.C.," "professional corporation," "PC," "P.C.," "professional service," "PS," "P.S.," "Limited," "Ltd.," "limited partnership," "LP," "L.P.," "limited liability partnership," "LLP," "L.L.P.," "registered limited liability partnership," "RLLP," "R.L.L.P.," "limited liability limited partnership," "LLLP," "L.L.L.P.," "registered limited liability limited partnership," "RLLLP," "R.L.L.L.P.," "limited liability company," "LLC," "L.L.C.," "professional limited liability company," "PLLC," or "P.L.L.C.";
(b) The addition or deletion of an article or conjunction such as "the" or "and" from the same name;
(c) Punctuation, capitalization, or special characters or symbols in the same name; or
(d) Use of abbreviation or the plural form of a word in the same name.
(4) An entity name may not contain language stating or implying that the entity is organized for a purpose other than those permitted by the entity's public organic record.
(5) This chapter does not control the use of assumed business names or "trade names."
(6) An entity may use a name that is not distinguishable from a name described in subsection (1) of this section if the entity delivers to the secretary of state a certified copy of a final judgment of a court of competent jurisdiction establishing the right of the entity to use the name in this state.
(7) An entity may use the name, including the fictitious name, of another entity that is used in this state if the other entity is formed or authorized to transact business in this state and the proposed user entity:
(a) Has merged with the other entity; or
(b) Has been formed by reorganization of the other entity.
[ 2015 c 176 s 1301.]
Notes:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.

catchline: Permitted names.