title: RCW 23.95.305

text:
(1)(a) The name of a business corporation:
(i)(A) Except in the case of a social purpose corporation, must contain the word "corporation," "incorporated," "company," or "limited," or the abbreviation "Corp.," "Inc.," "Co.," or "Ltd.," or words or abbreviations of similar import in another language; or
(B) In the case of a social purpose corporation, must contain the words "social purpose corporation" or the abbreviation "SPC" or "S.P.C."; and
(ii) Must not contain any of the following words or phrases: "Bank," "banking," "banker," "trust," "cooperative," or any combination of the words "industrial" and "loan," or any combination of any two or more of the words "building," "savings," "loan," "home," "association," and "society," or any other words or phrases prohibited by any statute of this state.
(b) The name of a professional service corporation must contain either the words "professional service" or "professional corporation" or the abbreviation "P.S." or "P.C." The name may also contain either the words "corporation," "incorporated," "company," or "limited," or the abbreviation "Corp.," "Inc.," "Co.," or "Ltd." The name of a professional service corporation organized to render dental services must contain the full names or surnames of all shareholders and no other word than "chartered" or the words "professional services" or the abbreviation "P.S." or "P.C."
(2) The name of a nonprofit corporation:
(a) May include "club," "league," "association," "services," "committee," "fund," "society," "foundation," "guild," ". . . . . ., a nonprofit corporation," ". . . . . ., a nonprofit mutual corporation," or any name of like import;
(b) Except for nonprofit corporations formed prior to January 1, 1969, must not include or end with "incorporated," "company," "corporation," "partnership," "limited partnership," or "Ltd.," or any abbreviation thereof;
(c) May not be deceptively similar to the name of an existing domestic entity which is not then administratively dissolved; and
(d) May only include the term "public benefit" or names of like import if the nonprofit corporation has been designated as a public benefit nonprofit corporation by the secretary of state in accordance with chapter 24.03A RCW.
(3) The name of a limited partnership may contain the name of any partner. The name of a partnership that is not a limited liability limited partnership must contain the words "limited partnership" or the abbreviation "LP" or "L.P." and may not contain the words "limited liability limited partnership" or the abbreviation "LLLP" or "L.L.L.P." If the limited partnership is a limited liability limited partnership, the name must contain the words "limited liability limited partnership" or the abbreviation "LLLP" or "L.L.L.P." and may not contain the abbreviation "LP" or "L.P."
(4) The name of a limited liability partnership must contain the words "limited liability partnership" or the abbreviation "LLP" or "L.L.P." If the name of a foreign limited liability partnership contains the words "registered limited liability partnership" or the abbreviation "R.L.L.P." or "RLLP," it may include those words or abbreviations in its foreign registration statement.
(5)(a) The name of a limited liability company:
(i) Must contain the words "limited liability company," the words "limited liability" and abbreviation "Co.," or the abbreviation "L.L.C." or "LLC"; and
(ii) May not contain any of the following words or phrases: "Cooperative," "partnership," "corporation," "incorporated," or the abbreviations "Corp.," "Ltd.," or "Inc.," or "LP," "L.P.," "LLP," "L.L.P.," "LLLP," "L.L.L.P," or any words or phrases prohibited by any statute of this state.
(b) The name of a professional limited liability company must contain either the words "professional limited liability company," or the words "professional limited liability" and the abbreviation "Co.," or the abbreviation "P.L.L.C." or "PLLC," provided that the name of a professional limited liability company organized to render dental services must contain the full names or surnames of all members and no other word than "chartered" or the words "professional services" or the abbreviation "P.L.L.C." or "PLLC."
(6) The name of a cooperative association organized under chapter 23.86 RCW may contain the words "corporation," "incorporated," or "limited," or the abbreviation "Corp.," "Inc.," or "Ltd."
(7) The name of a limited cooperative association must contain the phrase "limited cooperative association" or "limited cooperative" or the abbreviation "L.C.A." or "LCA." "Limited" may be abbreviated as "Ltd." "Cooperative" may be abbreviated as "Co-op." or "Coop." "Association" may be abbreviated as "Assoc." or "Assn."
[ 2021 c 176 s 5103; 2019 c 37 s 1402; 2015 c 176 s 1302.]
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: Name requirements for certain types of entities.


doc_type: statute

jurisdiction: wa

title: RCW 23.95.310

text:
(1) A person may reserve the exclusive use of an entity name including the alternate name adopted pursuant to RCW 23.95.525 by delivering an application to the secretary of state for filing. The application must state the name and address of the applicant and the name to be reserved. If the secretary of state finds that the entity name is available, the secretary of state shall reserve the name for the applicant's exclusive use for one hundred eighty days.
(2) The owner of a reserved entity name may transfer the reservation to another person that is not an individual by delivering to the secretary of state an executed notice in a record of the transfer which states the name and address of the transferee.
[ 2015 c 176 s 1303.]
Notes:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.

license: public-domain-government-work

rule_set: Revised Code of Washington

catchline: Reservation of name.

code: rcw

unit: section

court: Washington State Legislature


title: RCW 23.95.315

text:
(1) A foreign entity not registered to do business in this state under Article 5 of this chapter may register its name, or an alternate name adopted pursuant to RCW 23.95.525, if the name is distinguishable on the records of the secretary of state from the names that are not available under RCW 23.95.300.
(2) To register its name or an alternate name adopted pursuant to RCW 23.95.525, a foreign entity must deliver to the secretary of state for filing an application stating the entity's name, the jurisdiction and date of its formation, and any alternate name adopted pursuant to RCW 23.95.525. The application must be accompanied by a certificate of existence, or a document of similar import, from the entity's jurisdiction of formation. If the secretary of state finds that the name applied for is available, the secretary of state shall register the name for the applicant's exclusive use.
(3) The registration of a name under this section is effective upon the effective date of the application and until the close of the calendar year in which the application for registration is filed.
(4) A foreign entity whose name registration is effective may renew the registration for successive one-year periods by delivering, not earlier than three months before the expiration of the registration, to the secretary of state for filing a renewal application that complies with this section. When filed, the renewal application renews the registration for the following calendar year.
(5) A foreign entity whose name registration is effective may register as a foreign entity under the registered name or consent in an executed record to the use of that name by another entity.
[ 2015 c 176 s 1304.]
Notes:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.

catchline: Registration of name.


title: RCW 23.95.400

text:
The definitions in this section apply throughout this section and RCW 23.95.405 through 23.95.460 unless the context clearly requires otherwise.
(1) "Registered agent filing" means:
(a) The public organic record of a domestic entity;
(b) An application of a domestic limited liability partnership; or
(c) A registration statement filed pursuant to RCW 23.95.510.
(3) [(2)] "Represented entity" means:
(a) A domestic entity; or
(b) A registered foreign entity.
[ 2015 c 176 s 1401.]
Notes:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.

catchline: Definitions.


title: RCW 23.95.405

text:
The following shall designate and maintain a registered agent in this state:
(1) A domestic entity; and
(2) A registered foreign entity.
[ 2015 c 176 s 1402.]
Notes:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.

catchline: Entities required to designate and maintain registered agent.


title: RCW 23.95.410

text:
If a provision of this chapter other than RCW 23.95.445(1)(d) requires that a record state an address, the record must state:
(1) A street address in this state; and
(2) A mailing address in this state, if different from the address described in subsection (1) of this section.
[ 2015 c 176 s 1403.]
Notes:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.

catchline: Addresses in filing.


title: RCW 23.95.415

text:
(1) A registered agent filing must be executed by the represented entity and state:
(a) The name of the entity's commercial registered agent; or
(b) If the entity does not have a commercial registered agent:
(i) The name and address of the entity's noncommercial registered agent; or
(ii) The title of an office or other position with the entity, if service of process, notices, and demands are to be sent to whichever individual is holding that office or position, and the address to which process, notices, or demands are to be sent.
(2) A registered agent shall not be appointed without having given prior consent in a record to the appointment. The consent shall be delivered to the secretary of state in such form as the secretary of state may prescribe. The consent shall be filed with or as a part of the record first appointing a registered agent. In the event any individual or entity has been appointed registered agent without consent, that individual or entity may deliver to the secretary of state a notarized statement attesting to that fact, and the name shall immediately be removed from the records of the secretary of state.
[ 2015 c 176 s 1404.]
Notes:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.

catchline: Designation of registered agent.


title: RCW 23.95.420

text:
(1) A person may become listed as a commercial registered agent by delivering to the secretary of state for filing a commercial-registered-agent listing statement executed by the person which states:
(a) The name of the individual or the name of the entity, type of entity, and jurisdiction of formation of the entity;
(b) That the person is in the business of serving as a commercial registered agent in this state; and
(c) The address of a place of business of the person in this state to which service of process, notices, and demands being served on or sent to entities represented by the person may be delivered.
(2) A commercial-registered-agent listing statement may include the information regarding acceptance by the agent of service of process, notices, and demands in a form other than a tangible medium as provided in RCW 23.95.450(5).
(3) If the name of a person delivering to the secretary of state for filing a commercial-registered-agent listing statement is not distinguishable on the records of the secretary of state from the name of another commercial registered agent listed under this section, the person shall adopt a fictitious name that is distinguishable and use that name in its statement and when it does business in this state as a commercial registered agent.
(4) The secretary of state shall note the filing of a commercial-registered-agent listing statement in the records maintained by the secretary of state for each entity represented by the agent at the time of the filing. The statement has the effect of amending the registered agent filing for each of those entities to:
(a) Designate the person becoming listed as a commercial registered agent as the commercial registered agent of each of those entities; and
(b) Delete the name and address of the former agent from the registered agent filing of each of those entities.
[ 2020 c 57 s 32; 2015 c 176 s 1405.]
Notes:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.

catchline: Listing of commercial registered agent.


title: RCW 23.95.425

text:
(1) A commercial registered agent may terminate its listing as a commercial registered agent by delivering to the secretary of state for filing a commercial-registered-agent termination statement executed by the agent which states:
(a) The name of the agent as listed under RCW 23.95.420; and
(b) That the agent is no longer in the business of serving as a commercial registered agent in this state.
(2) A commercial-registered-agent termination statement takes effect at 12:01 a.m. on the 31st day after the day on which it is delivered to the secretary of state for filing.
(3) The commercial registered agent promptly shall furnish each entity represented by the agent notice in a record of the filing of the commercial-registered-agent termination statement.
(4) When a commercial-registered-agent termination statement takes effect, the commercial registered agent ceases to be the registered agent for each entity formerly represented by it. Until an entity formerly represented by a terminated commercial registered agent designates a new registered agent, service of process may be made on the entity pursuant to RCW 23.95.450. Termination of the listing of a commercial registered agent under this section does not affect any contractual rights a represented entity has against the agent or that the agent has against the entity.
[ 2015 c 176 s 1406.]
Notes:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.

catchline: Termination of listing of commercial registered agent.


title: RCW 23.95.430

text:
(1) A represented entity may change its registered agent or other information on file under RCW 23.95.415(1) by delivering to the secretary of state for filing a statement of change executed by the entity which states:
(a) The name of the entity; and
(b) The information required under RCW 23.95.415(1).
(2) The interest holders or governors of a domestic entity need not approve the filing of:
(a) A statement of change under this section; or
(b) A similar filing changing the registered agent or registered office, if any, of the entity in any other jurisdiction.
(3) A statement of change under this section designating a new registered agent must be accompanied by the new registered agent's consent in a record, either on the statement or attached to it in a manner and form as the secretary of state may prescribe, to the appointment.
[ 2015 c 176 s 1407.]
Notes:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.

catchline: Change of registered agent by entity.


title: RCW 23.95.435

text:
(1) If a noncommercial registered agent changes its name or its address in effect with respect to a represented entity under RCW 23.95.415(1), the agent shall deliver to the secretary of state for filing, with respect to each entity represented by the agent, a statement of change executed by the agent which states:
(a) The name of the entity;
(b) The name and address of the agent in effect with respect to the entity;
(c) If the name of the agent has changed, the new name; and
(d) If the address of the agent has changed, the new address.
(2) A noncommercial registered agent promptly shall furnish the represented entity with notice in a record of the delivery to the secretary of state for filing of a statement of change and the changes made in the statement.
[ 2015 c 176 s 1408.]
Notes:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.

catchline: Change of name, address, type of entity, or jurisdiction of formation by noncommercial registered agent.


title: RCW 23.95.440

text:
(1) If a commercial registered agent changes its name, its address as listed under RCW 23.95.420(1), its type of entity, or its jurisdiction of formation, the agent shall deliver to the secretary of state for filing a statement of change executed by the agent which states:
(a) The name of the agent as listed under RCW 23.95.420(1);
(b) If the name of the agent has changed, the new name;
(c) If the address of the agent has changed, the new address; and
(d) If the agent is an entity:
(i) If the type of entity of the agent has changed, the new type of entity; and
(ii) If the jurisdiction of formation of the agent has changed, the new jurisdiction of formation.
(2) The filing by the secretary of state of a statement of change under subsection (1) of this section is effective to change the information regarding the agent with respect to each entity represented by the agent.
(3) A commercial registered agent promptly shall furnish to each entity represented by it a notice in a record of the filing by the secretary of state of a statement of change relating to the name or address of the agent and the changes made in the statement.
(4) If a commercial registered agent changes its address without delivering for filing a statement of change as required by this section, the secretary of state may cancel the listing of the agent under RCW 23.95.420. A cancellation under this subsection has the same effect as a termination under RCW 23.95.425. Promptly after canceling the listing of an agent, the secretary of state shall serve notice in a record in the manner provided in RCW 23.95.450 (2) or (3) on:
(a) Each entity represented by the agent, stating that the agent has ceased to be the registered agent for the entity and that, until the entity designates a new registered agent, service of process may be made on the entity as provided in RCW 23.95.450; and
(b) The agent, stating that the listing of the agent has been canceled under this section.
[ 2015 c 176 s 1409.]
Notes:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.

catchline: Change of name, address, type of entity, or jurisdiction of formation by commercial registered agent.


title: RCW 23.95.445

text:
(1) A registered agent may resign as agent for a represented entity by delivering to the secretary of state for filing a statement of resignation executed by the agent which states:
(a) The name of the entity;
(b) The name of the agent;
(c) That the agent resigns from serving as registered agent for the entity; and
(d) The address of the entity to which the agent will send the notice required by subsection (3) of this section.
(2) A statement of resignation takes effect on the earlier of:
(a) The 31st day after the day on which it is filed by the secretary of state; or
(b) The designation of a new registered agent for the represented entity.
(3) A registered agent promptly shall furnish to the represented entity notice in a record of the date on which a statement of resignation was filed.
[ 2015 c 176 s 1410.]
Notes:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.

catchline: Resignation of registered agent.


title: RCW 23.95.450

text:
(1) A represented entity may be served with any process, notice, or demand required or permitted by law by serving its registered agent.
(2) If a represented entity ceases to have a registered agent, or if its registered agent cannot with reasonable diligence be served, the entity may be served by registered or certified mail, return receipt requested, or by similar commercial delivery service, addressed to the entity at the entity's principal office. The address of the principal office must be as shown in the entity's most recent annual report filed by the secretary of state. Service is effected under this subsection on the earliest of:
(a) The date the entity receives the mail or delivery by the commercial delivery service;
(b) The date shown on the return receipt, if executed by the entity; or
(c) Five days after its deposit with the United States postal service or commercial delivery service, if correctly addressed and with sufficient postage or payment.
(3) If process, notice, or demand cannot be served on an entity pursuant to subsection (1) or (2) of this section, service may be made by handing a copy to the individual in charge of any regular place of business or activity of the entity if the individual served is not a plaintiff in the action.
(4) The secretary of state shall be an agent of the entity for service of process if process, notice, or demand cannot be served on an entity pursuant to subsection (1), (2), or (3) of this section.
(5) Service of process, notice, or demand on a registered agent must be in a tangible medium, but service may be made on a commercial registered agent in other forms, and subject to such requirements, as the agent has stated in its listing under RCW 23.95.420 that it will accept.
(6) Service of process, notice, or demand may be made by other means under law other than this chapter.
[ 2020 c 57 s 33; 2015 c 176 s 1411.]
Notes:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.

catchline: Service of process, notice, or demand on entity.


title: RCW 23.95.455

text:
The only duties under this chapter of a registered agent that has complied with this chapter are:
(1) To forward to the represented entity at the address most recently supplied to the agent by the entity any process, notice, or demand pertaining to the entity which is served on or received by the agent;
(2) To provide the notices required by this chapter to the entity at the address most recently supplied to the agent by the entity;
(3) If the agent is a noncommercial registered agent, to keep current the information required by RCW 23.95.415(1) in the most recent registered agent filing for the entity; and
(4) If the agent is a commercial registered agent, to keep current the information listed for it under RCW 23.95.420(1).
[ 2015 c 176 s 1412.]
Notes:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.

catchline: Duties of registered agent.


title: RCW 23.95.460

text:
The designation or maintenance in this state of a registered agent does not by itself create the basis for personal jurisdiction over the represented entity in this state. The address of the agent does not determine venue in an action or a proceeding involving the entity.
[ 2015 c 176 s 1413.]
Notes:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.

catchline: Jurisdiction and venue.


title: RCW 23.95.500

text:
(1) This chapter does not authorize this state to regulate the organization or internal affairs of a foreign entity registered to do business in this state, or govern the liability that a person has as an interest holder or governor for a debt, obligation, or other liability of the foreign entity.
(2) A foreign entity is not precluded from registering to do business in this state because of any difference between the law of the entity's jurisdiction of formation and the law of this state.
(3) Registration of a foreign entity to do business in this state does not authorize the foreign entity to engage in any activity or exercise any power that a domestic entity of the same type may not engage in or exercise in this state. Except as otherwise provided in this chapter or other applicable law of this state, a foreign entity is subject to the same duties, restrictions, penalties, and liabilities now or later imposed on a domestic entity of the same type.
[ 2015 c 176 s 1501.]
Notes:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.

catchline: Governing law.


title: RCW 23.95.505

text:
(1) A foreign entity may not do business in this state until it registers with the secretary of state under this chapter.
(2) A foreign entity doing business in this state may not maintain an action or proceeding in this state unless it is registered to do business in this state and has paid to this state all fees and penalties for the years, or parts thereof, during which it did business in this state without having registered.
(3) The successor to a foreign entity that transacted business in this state without a certificate of registration and the assignee of a cause of action arising out of that business may not maintain a proceeding based on that cause of action in any court in this state until the foreign entity, or its successor, obtains a certificate of registration.
(4) A court may stay a proceeding commenced by a foreign entity, its successor, or assignee until it determines whether the foreign entity, or its successor, requires a certificate of registration. If it so determines, the court may further stay the proceeding until the foreign entity, or its successor, obtains the certificate of registration.
(5) A foreign entity that transacts business in this state without a certificate of registration is liable to this state, for the years or parts thereof during which it transacted business in this state without a certificate of registration, in an amount equal to all fees which would have been imposed by this chapter upon the entity had it applied for and received a certificate of registration to transact business in this state and thereafter filed all reports required by this chapter, plus all penalties imposed by this chapter for failure to pay such fees.
(6) The failure of a foreign entity to register to do business in this state does not: (a) Impair the validity of a contract or act of the foreign entity; (b) impair the right of any other party to the contract to maintain any action, suit, or proceeding on the contract; or (c) preclude the foreign entity from defending an action or proceeding in this state.
(7) A limitation on the liability of an interest holder or governor of a foreign entity is not waived solely because the foreign entity does business in this state without registering.
(8) RCW 23.95.500 (1) and (2) applies even if a foreign entity fails to register under this Article 5.
[ 2015 c 176 s 1502.]
Notes:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.

catchline: Registration to do business in this state.


title: RCW 23.95.510

text:
(1) To register to do business in this state, a foreign entity must deliver a foreign registration statement to the secretary of state for filing. The statement must be executed by the entity and state:
(a) The name of the foreign entity and, if the name does not comply with RCW 23.95.300, an alternate name adopted pursuant to RCW 23.95.525;
(b) The type of entity and, if it is a foreign limited partnership, whether it is a foreign limited liability limited partnership;
(c) The entity's jurisdiction of formation;
(d) The street and mailing addresses of the entity's principal office and, if the law of the entity's jurisdiction of formation requires the entity to maintain an office in that jurisdiction, the street and mailing addresses of the office;
(e) The information required by RCW 23.95.415(1);
(f) The names and addresses of the entity's governors and, if the entity is a business corporation or nonprofit corporation, the names and addresses of its officers;
(g) The date of the entity's formation and period of duration;
(h) The nature of the entity's business or purposes to be conducted or promoted in this state; and
(i) The date on which the entity first did, or intends to do, business in this state.
(2) The foreign entity shall deliver with the registration statement a certificate of existence, or a document of similar import, issued no more than sixty days before the date of submission of the registration statement and duly authenticated by the secretary of state or other official having custody of the entity's records in the entity's jurisdiction of formation.
[ 2015 c 176 s 1503.]
Notes:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.

catchline: Foreign registration statement.


title: RCW 23.95.515

text:
(1) A registered foreign entity shall promptly deliver to the secretary of state for filing an amendment to its foreign registration statement if there is a change in:
(a) The name of the entity;
(b) The type of entity, including, if it is a foreign limited partnership, whether the entity became or ceased to be a foreign limited liability limited partnership;
(c) The entity's jurisdiction of formation;
(d) An address required by RCW 23.95.510(1)(d); or
(e) The information required by RCW 23.95.415(1).
(2) If the name of the entity is changed, a copy of the name change document filed in the entity's jurisdiction of formation is required to accompany the amendment to the entity's foreign registration statement.
[ 2026 c 80 s 6; 2015 c 176 s 1504.]
Notes:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.

catchline: Amendment of foreign registration statement.


title: RCW 23.95.520

text:
(1) Activities of a foreign entity that do not constitute doing business in this state under this chapter include, but are not limited to:
(a) Maintaining, defending, mediating, arbitrating, or settling an action or proceeding, or settling claims or disputes;
(b) Carrying on any activity concerning its internal affairs, including holding meetings of its interest holders or governors;
(c) Maintaining accounts in financial institutions;
(d) Maintaining offices or agencies for the transfer, exchange, and registration of securities of the entity or maintaining trustees or depositories with respect to those securities;
(e) Selling through independent contractors;
(f) Soliciting or obtaining orders by any means if the orders require acceptance outside this state before they become binding contracts and where the contracts do not involve any local performance other than delivery and installation;
(g) Creating or acquiring indebtedness, mortgages, or security interests in property;
(h) Securing or collecting debts or enforcing mortgages or security interests in property securing the debts;
(i) Conducting an isolated transaction that is completed within thirty days and that is not in the course of repeated transactions of a like nature;
(j) Owning, without more, property;
(k) Doing business in interstate commerce;
(l) Operating an approved branch campus of a foreign degree-granting institution in compliance with chapter 28B.90 RCW and in accordance with subsection (2) of this section; and
(m) Employing a remote worker who resides in Washington state.
(2) In addition to those acts that are specified in subsection (1) of this section, a foreign degree-granting institution that establishes an approved branch campus in the state under chapter 28B.90 RCW shall not be deemed to transact business in the state solely because it:
(a) Owns and controls an incorporated branch campus in this state;
(b) Pays the expenses of tuition or room and board charged by the incorporated branch campus for its students enrolled at the branch campus or contributes to the capital thereof; or
(c) Provides personnel who furnish assistance and counsel to its students while in the state but who have no authority to enter into any transactions for or on behalf of the foreign degree-granting institution.
(3) A person does not do business in this state solely by being an interest holder or governor of a domestic entity or foreign entity that does business in this state.
(4) This section does not apply in determining the contacts or activities that may subject a foreign entity to service of process, taxation, or regulation under law of this state other than this chapter.
[ 2026 c 80 s 7; 2015 c 176 s 1505.]
Notes:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.

catchline: Activities not constituting doing business.


title: RCW 23.95.525

text:
(1) A foreign entity whose name does not comply with RCW 23.95.300 for an entity of its type may not register to do business in this state until it adopts, for the purpose of doing business in this state, an alternate name that complies with RCW 23.95.300. A registered foreign entity that registers under an alternate name under this subsection need not comply with chapter 19.80 RCW. After registering to do business in this state with an alternate name, a registered foreign entity shall do business in this state under:
(a) The alternate name;
(b) Its entity name, with the addition of its jurisdiction of formation clearly identified; or
(c) An assumed or fictitious name the entity is authorized to use under chapter 19.80 RCW.
(2) If a registered foreign entity changes its name to one that does not comply with RCW 23.95.300, it may not do business in this state until it complies with subsection (1) of this section by amending its foreign registration statement to adopt an alternate name that complies with RCW 23.95.300.
[ 2015 c 176 s 1506.]
Notes:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.

catchline: Noncomplying name of foreign entity.


title: RCW 23.95.530

text:
(1) A registered foreign entity may withdraw its registration by delivering a statement of withdrawal to the secretary of state for filing. The statement of withdrawal must be executed by the entity and state:
(a) The name of the entity and its jurisdiction of formation;
(b) That the entity is not doing business in this state and that it withdraws its registration to do business in this state;
(c) That the entity revokes the authority of its registered agent to accept service on its behalf in this state; and
(d) An address to which service of process may be made under subsection (3) of this section.
(2) For foreign corporations, the statement of withdrawal must be accompanied by a copy of a revenue clearance certificate issued pursuant to RCW 82.32.260.
(3) After the withdrawal of the registration of an entity, service of process in any action or proceeding based on a cause of action arising during the time the entity was registered to do business in this state may be made pursuant to RCW 23.95.450.
[ 2017 c 31 s 3; 2015 c 176 s 1507.]
Notes:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.

catchline: Withdrawal of registration of registered foreign entity.


title: RCW 23.95.535

text:
A registered foreign entity that converts to any type of domestic entity is deemed to have withdrawn its registration on the effective date of the conversion.
[ 2015 c 176 s 1508.]
Notes:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.

catchline: Withdrawal deemed on conversion to domestic entity.


title: RCW 23.95.540

text:
(1) A registered foreign entity that has dissolved and completed winding up or has converted to a domestic or foreign person not subject to this chapter shall deliver a statement of withdrawal to the secretary of state for filing. The statement must be executed by the dissolved or converted entity and state:
(a) In the case of a foreign entity that has completed winding up:
(i) Its name and jurisdiction of formation; and
(ii) That the foreign entity surrenders its registration to do business in this state; and
(b) In the case of a foreign entity that has converted to a domestic or foreign person not subject to chapter 176, Laws of 2015:
(i) The name of the converting foreign entity and its jurisdiction of formation;
(ii) The type of person to which it has converted and its jurisdiction of formation;
(iii) That it surrenders its registration to do business in this state and revokes the authority of its registered agent to accept service on its behalf; and
(iv) A mailing address to which service of process may be made under subsection (2) of this section.
(2) After a withdrawal is effective under this section, service of process in any action or proceeding based on a cause of action arising during the time the foreign entity was registered to do business in this state may be made pursuant to RCW 23.95.450.
[ 2015 c 176 s 1509.]
Notes:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.

catchline: Withdrawal on dissolution or conversion.


title: RCW 23.95.545

text:
(1) If a registered foreign entity merges into a nonregistered foreign entity or converts to a foreign entity required to register with the secretary of state to do business in this state, the foreign entity shall deliver to the secretary of state for filing an application for transfer of registration. The application must be executed by the surviving or converted entity and state:
(a) The name of the registered foreign entity before the merger or conversion;
(b) The type of entity it was before the merger or conversion;
(c) The name of the applicant entity and, if the name does not comply with RCW 23.95.300, an alternate name adopted pursuant to RCW 23.95.525(1);
(d) The type of entity of the applicant entity and its jurisdiction of formation; and
(e) The following information regarding the applicant entity, if different than the information for the foreign entity before the merger or conversion:
(i) The street and mailing addresses of the principal office of the entity and, if the law of the entity's jurisdiction of formation requires it to maintain an office in that jurisdiction, the street and mailing addresses of that office; and
(ii) The information required pursuant to RCW 23.95.415(1).
(2) When an application for transfer of registration takes effect, the registration of the registered foreign entity to do business in this state is transferred without interruption to the entity into which it has merged or to which it has been converted.
[ 2015 c 176 s 1510.]
Notes:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.

catchline: Transfer of registration.


title: RCW 23.95.550

text:
(1) The secretary of state may terminate the registration of a registered foreign entity in the manner provided in subsections (2) and (3) of this section if:
(a) The entity does not pay any fee, interest, or penalty required to be paid to the secretary of state under this chapter or law of this state other than this chapter;
(b) The entity does not deliver to the secretary of state for filing an annual report when it is due;
(c) The entity does not have a registered agent as required by RCW 23.95.405;
(d) The entity does not deliver to the secretary of state for filing a statement of change under RCW 23.95.430 if change occurs in the name or address of the entity's registered agent;
(e) A governor, officer, or agent of the entity executed a document knowing it was false in any material respect with intent that the document be delivered to the secretary of state for filing; or
(f) The secretary of state receives a duly authenticated certificate from the secretary of state or other official having custody of the entity's records in the entity's jurisdiction of formation stating that it has been dissolved or disappeared as the result of a merger.
(2) If the secretary of state determines that one or more grounds for termination exist under subsection (1) of this section, the secretary of state shall deliver a notice of the determination to the registered foreign entity's registered agent or, if the entity does not have a registered agent, to the entity's principal office. The notice must state the grounds for termination under subsection (1) of this section.
(3) If the entity does not cure each ground for termination stated in the notice within sixty days after the notice is effective, the secretary of state shall terminate the registration of the foreign entity by filing a statement of termination that recites the ground or grounds for termination and the effective date of termination and delivering a copy of the statement of termination to the foreign entity.
(4) The authority of a registered foreign entity to do business in this state ceases on the effective date of termination shown on the statement of termination.
(5) The termination of a foreign entity's registration does not terminate the authority of the registered agent of the foreign entity.
[ 2015 c 176 s 1511.]
Notes:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.

catchline: Termination of registration.


title: RCW 23.95.555

text:
The attorney general may maintain an action to enjoin a foreign entity from doing business in this state in violation of this chapter.
[ 2015 c 176 s 1512.]
Notes:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.

catchline: Action by attorney general.


title: RCW 23.95.600

text:
For the purposes of this Article 6, the term "domestic entity" does not include a domestic limited liability partnership.
[ 2015 c 176 s 1601.]
Notes:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.

catchline: Domestic entity—Definition.


title: RCW 23.95.605

text:
The secretary of state may commence a proceeding under RCW 23.95.610 to dissolve a domestic entity administratively if:
(1) The entity does not pay any fee, interest, or penalty required to be paid to the secretary of state when due;
(2) The entity does not deliver an annual report to the secretary of state not later than one hundred twenty days after it is due;
(3) The entity does not have a registered agent in this state for thirty consecutive days; or
(4) The entity's period of duration stated in its public organic record expired.
[ 2015 c 176 s 1602.]
Notes:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.

catchline: Grounds.


title: RCW 23.95.610

text:
(1) If the secretary of state determines that one or more grounds exist under RCW 23.95.605 for administratively dissolving a domestic entity, the secretary of state shall serve the entity pursuant to RCW 23.95.250 with notice in a record of the secretary of state's determination.
(2) If a domestic entity, not later than sixty days after service of the notice required by subsection (1) of this section, does not cure or demonstrate to the satisfaction of the secretary of state the nonexistence of each ground determined by the secretary of state, the secretary of state shall administratively dissolve the entity by executing a statement of administrative dissolution that recites the grounds for dissolution and the effective date of dissolution. The secretary of state shall file the statement and serve a copy on the entity pursuant to RCW 23.95.250.
(3) A domestic entity that is dissolved administratively continues its existence as an entity but may not carry on any activities except as necessary to wind up its activities and affairs and liquidate its assets in the manner provided in its organic law or to apply for reinstatement under RCW 23.95.615.
(4) The administrative dissolution of a domestic entity does not terminate the authority of its registered agent.
[ 2015 c 176 s 1603.]
Notes:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.

catchline: Procedure and effect.


title: RCW 23.95.615

text:
(1) A domestic entity that is dissolved administratively under RCW 23.95.610 may apply to the secretary of state for reinstatement not later than five years after the effective date of dissolution. The application must be executed by the entity and state:
(a) The name of the entity and a statement that the name satisfies RCW 23.95.300; if the name does not satisfy RCW 23.95.300, the entity must deliver with its application an amendment to its public organic record changing its name;
(b) The address of the principal office of the entity and the name and address of its registered agent;
(c) The effective date of the entity's administrative dissolution; and
(d) That the grounds for dissolution did not exist or have been cured.
(2) To be reinstated, an entity must pay the full amount of all annual license or renewal fees which would have been assessed during the period of administrative dissolution had the entity been in active status, plus a penalty fee established by the secretary of state by rule, and the license or renewal fee for the year of reinstatement.
(3) If the secretary of state determines that an application under subsection (1) of this section contains the information required by subsection (1) of this section, is satisfied that the information is correct, and determines that all payments required to be made to the secretary of state by subsection (2) of this section have been made, the secretary of state shall:
(a) Cancel the statement of administrative dissolution and prepare a statement of reinstatement that states the secretary of state's determination and the effective date of reinstatement;
(b) File the statement; and
(c) Serve a copy of the statement on the entity.
(4) When reinstatement under this section is effective as provided in RCW 23.95.210:
(a) It relates back to and takes effect as of the effective date of the administrative dissolution; and
(b) The domestic entity resumes carrying on its activities and affairs as if the administrative dissolution had never occurred, except for the rights of a person arising out of an act or omission in reliance on the dissolution before the person knew or had reason to know of the reinstatement.
[ 2015 c 176 s 1604.]
Notes:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.

catchline: Reinstatement.


title: RCW 23.95.620

text:
(1) If the secretary of state denies a domestic entity's application for reinstatement following administrative dissolution, the secretary of state shall serve the entity with a notice in a record that explains the reasons for denial.
(2) An entity may seek judicial review of denial of reinstatement in the superior court not later than thirty days after service of the notice of denial.
[ 2015 c 176 s 1605.]
Notes:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.

catchline: Judicial review of denial of reinstatement.


title: RCW 23.95.625

text:
(1) Any county, city, town, district, or other political subdivision of the state, or the state of Washington or any department or agency of the state, may apply to the secretary of state for the administrative dissolution, or the termination of registration, of any entity using a name that is not distinguishable from the name of the applicant for dissolution. The application must state the precise legal name of the governmental entity and its date of formation and the applicant shall mail a copy to the entity's registered agent. If the name of the entity is not distinguishable from the name of the applicant, then, except as provided in subsection (4) of this section, the secretary of state shall commence proceedings for administrative dissolution under RCW 23.95.610 or termination of registration under RCW 23.95.550.
(2) A name may not be considered distinguishable by virtue of the items specified in RCW 23.95.300(3).
(3)(a) The following are not distinguishable for purposes of this section:
(i) "City of Anytown" and "City of Anytown, Inc."; and
(ii) "City of Anytown" and "Anytown City."
(b) The following are distinguishable for purposes of this section:
(i) "City of Anytown" and "Anytown, Inc.";
(ii) "City of Anytown" and "The Anytown Company"; and
(iii) "City of Anytown" and "Anytown Cafe, Inc."
(4) If the entity that is the subject of the application was formed or registered before the formation of the applicant as a governmental entity, then this section applies only if the applicant for dissolution provides a certified copy of a final judgment of a court of competent jurisdiction determining that the applicant holds a superior property right to the name than does the entity.
(5) The duties of the secretary of state under this section are ministerial.
[ 2015 c 176 s 1606.]
Notes:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.

catchline: Entity name not distinguishable from name of governmental entity.


title: RCW 23.95.700

text:
The legislature has power to amend or repeal all or part of this chapter at any time, and all domestic and foreign entities subject to this chapter are governed by the amendment or repeal.
[ 2015 c 176 s 1701.]
Notes:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.

catchline: Reservation of power to amend or repeal.


title: RCW 23.95.705

text:
Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter.
[ 2015 c 176 s 1702.]
Notes:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.

catchline: Supplemental principles of law.


title: RCW 23.95.710

text:
This chapter modifies, limits, and supersedes the electronic signatures in global and national commerce act, 15 U.S.C. Sec. 7001 et seq., but does not modify, limit, or supersede Sec. 101(c) of that act, 15 U.S.C. Sec. 7001(c), or authorize electronic delivery of any of the notices described in section 103(b) of that act, 15 U.S.C. Sec. 7003(b).
[ 2015 c 176 s 1703.]
Notes:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.

catchline: Relation to electronic signatures in global and national commerce act.


title: RCW 23.95.715

text:
The repeal of a statute by chapter 176, Laws of 2015 does not affect:
(1) The operation of the statute or any action taken under it before its repeal;
(2) Any ratification, right, remedy, privilege, obligation, or liability acquired, accrued, or incurred under the statute before its repeal;
(3) Any violation of the statute or any penalty, forfeiture, or punishment incurred because of the violation before its repeal; or
(4) Any proceeding, reorganization, or dissolution commenced under the statute before its repeal, and the proceeding, reorganization, or dissolution may be completed in accordance with the statute as if it had not been repealed.
[ 2015 c 176 s 1704.]
Notes:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.

catchline: Savings.


title: RCW 23B.01.010

text:
This title shall be known and may be cited as the "Washington business corporation act."
[ 1989 c 165 s 1.]

catchline: Short title.


title: RCW 23B.01.020

text:
The legislature has power to amend or repeal all or part of this title at any time and all domestic and foreign corporations subject to this title are governed by the amendment or repeal.
[ 1989 c 165 s 2.]


title: RCW 23B.01.200

text:
(1) A document required or permitted by this title to be filed in the office of the secretary of state must satisfy the requirements of Article 2 of chapter 23.95 RCW, this section, and any other section that adds to or varies from these requirements, to be entitled to filing by the secretary of state.
(2) Unless otherwise indicated in this title, all documents delivered to the secretary of state for filing must be executed:
(a) By the chairperson of the board of directors of a domestic or foreign corporation, by its president, or by another of its officers;
(b) If directors have not been selected or the corporation has not been formed, by an incorporator; or
(c) If the corporation is in the hands of a receiver, trustee, or other court-appointed fiduciary, by that fiduciary.
(3) Whenever a provision of this title permits any of the terms of a plan or a filed document to be dependent on facts objectively ascertainable outside the plan or filed document, the following provisions apply:
(a) The manner in which the facts will operate upon the terms of the plan or filed document must be included in the plan or filed document.
(b) The facts may include:
(i) Any of the following that is available in a nationally recognized news or information medium, either in print or electronically: Statistical or market indices, market prices of any security or group of securities, interest rates, currency exchange rates, or similar economic or financial data;
(ii) A determination or action by any person or body, including the corporation, its board of directors, an officer, an employee, or an agent of the corporation, or any other party to a plan or filed document; or
(iii) The terms of, or actions taken under, an agreement to which the corporation is a party, or any other agreement or document.
(c) As used in this subsection (3):
(i) "Filed document" means a document filed by the secretary of state under any provision of this title, except chapter 23B.15 RCW or RCW 23.95.255 with respect to business corporations.
(ii) "Plan" means a plan of conversion, merger, or share exchange.
(d) The following provisions of a plan or filed document may not be made dependent on facts outside the plan or filed document:
(i) The name and address of any person required in a filed document;
(ii) The registered agent of any entity required in a filed document;
(iii) The duration of the corporation's existence, if less than perpetual;
(iv) The number of authorized shares and designation of each class or series of shares;
(v) The effective date of a filed document; and
(vi) Any required statement in a filed document of the date on which the underlying transaction was approved or the manner in which that approval was given.
(e) If a provision of a filed document is made dependent on a fact ascertainable outside of the filed document and that fact is not ascertainable by reference to a source described in (b)(i) of this subsection or another publicly available or accessible document, then the corporation must either (i) notify the affected shareholders of the fact, or (ii) file with the secretary of state articles of amendment to the filed document stating the fact, in either case promptly after the time when the fact is first ascertainable or thereafter changes.
(f) Unless the articles of incorporation, a bylaw, or a resolution adopted or approved by the board of directors or shareholders provide otherwise, articles of amendment under (e) of this subsection are deemed to be adopted or approved by the adoption or approval of the original filed document to which they relate and may be filed by the corporation without further adoption or approval by the board of directors or the shareholders.
[ 2020 c 194 s 4; 2020 c 57 s 34; 2015 c 176 s 2101; 2002 c 297 s 1; 1991 c 72 s 24; 1989 c 165 s 3.]
Notes:
Reviser's note: This section was amended by 2020 c 57 s 34 and by 2020 c 194 s 4, each without reference to the other. Both amendments are incorporated in the publication of this section under RCW 1.12.025(2). For rule of construction, see RCW 1.12.025(1).
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.

catchline: Filing requirements.


title: RCW 23B.01.202

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 records are required to be filed with the secretary of state, the records shall be filed with the insurance commissioner rather than the secretary of state.
[ 2002 c 297 s 2; 1998 c 23 s 5.]

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


title: RCW 23B.01.204

text:
For those corporations that have a certificate of authority, are applying for, or intend to apply for a certificate of authority from the department of financial institutions as a bank, trust company, or the holding company thereof, under *Title 30 RCW, or as a savings bank or holding company thereof, under Title 32 RCW, or for any other corporation or other entity which is or purports to be a bank, savings bank, savings and loan association, trust company, industrial loan bank, credit union, bank holding company, financial services holding company, or savings and loan holding company, whenever under this chapter corporate records are required to be filed with the secretary of state, the records shall be filed with the department of financial institutions.
[ 2010 c 88 s 1.]
Notes:
*Reviser's note: Title 30 RCW was recodified and/or repealed pursuant to 2014 c 37, effective January 5, 2015.
Effective date—2010 c 88: See RCW 32.50.900.

catchline: Certificate of authority from department of financial institutions—Filing of records.


title: RCW 23B.01.220

text:
Corporations are subject to the applicable fees, charges, and penalties established by the secretary of state under RCW 23.95.260 and 43.07.120.
[ 2015 c 176 s 2102; 2002 c 297 s 3; 1993 c 269 s 2; 1992 c 107 s 7; 1991 c 72 s 26; 1990 c 178 s 1; 1989 c 165 s 5.]
Notes:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
Effective date—1993 c 269: See note following RCW 23.86.070.
Effective dates—1992 c 107: See note following RCW 19.02.020.
Effective date—1990 c 178: "This act shall take effect July 1, 1990." [ 1990 c 178 s 13.]

catchline: Fees.


title: RCW 23B.01.230

text:
A document filed with the secretary of state is effective as provided in RCW 23.95.210, and may state a delayed effective date and time in accordance with RCW 23.95.210.
[ 2020 c 57 s 35; 2015 c 176 s 2103; 2002 c 297 s 4; 1989 c 165 s 6.]
Notes:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.

catchline: Effective time and date of document.


title: RCW 23B.01.240

text:
A domestic or foreign corporation may correct a document filed by the secretary of state in accordance with RCW 23.95.220.
[ 2020 c 57 s 36; 2015 c 176 s 2104; 2002 c 297 s 5; 1989 c 165 s 7.]
Notes:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.

catchline: Correcting filed documents.


title: RCW 23B.01.250

text:
RCW 23.95.225 governs the secretary of state's duty to file documents delivered to the secretary of state for filing, the manner and effect of filing, and procedures that apply when the secretary of state refuses to file a document.
[ 2020 c 57 s 37; 2015 c 176 s 2105; 2002 c 297 s 6; 1989 c 165 s 8.]
Notes:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.

catchline: Filing duty of secretary of state.


title: RCW 23B.01.280

text:
Any person may apply to the secretary of state under RCW 23.95.235 to furnish a certificate of existence for a domestic corporation or a certificate of registration for a foreign corporation.
[ 2015 c 176 s 2106; 1991 c 72 s 27; 1989 c 165 s 11.]
Notes:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.

catchline: Certificate of existence or registration.


title: RCW 23B.01.290

text:
RCW 23.95.240 governs the penalty that applies for executing a false document that is intended to be delivered to the secretary of state for filing.
[ 2020 c 57 s 38; 2015 c 176 s 2107; 1989 c 165 s 12.]
Notes:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.

catchline: Penalty for signing false document.


title: RCW 23B.01.300

text:
The secretary of state has the power reasonably necessary to perform the duties required of the secretary of state by this title, including adoption, amendment, or repeal of rules for the efficient administration of this title.
[ 1989 c 165 s 13.]

catchline: Powers.


title: RCW 23B.01.400

text:
The definitions in this section apply throughout this title unless the context clearly requires otherwise.
(1) "Articles of incorporation" include amended and restated articles of incorporation and articles of merger.
(2) "Authorized shares" means the shares of all classes a domestic or foreign corporation is authorized to issue.
(3) "Conspicuous" means so prepared that a reasonable person against whom the writing is to operate should have noticed it. For example, text in italics, boldface, contrasting color, capitals, or underlined is conspicuous.
(4) "Controlling interest" means ownership of an entity's outstanding shares or interests in such number as to entitle the holder at the time to elect a majority of the entity's directors or other governors without regard to voting power which may thereafter exist upon a default, failure, or other contingency.
(5) "Corporate action" means any resolution, act, policy, contract, transaction, plan, adoption or amendment of articles of incorporation or bylaws, or other matter approved by or submitted for approval to a corporation's incorporators, board of directors or a committee thereof, or shareholders.
(6) "Corporation" or "domestic corporation" means a corporation for profit, including a social purpose corporation, which is not a foreign corporation, incorporated under or subject to the provisions of this title.
(7) "Deliver" or "delivery" means any method of delivery used in conventional commercial practice, including delivery by hand, mail, commercial delivery, and, if authorized in accordance with RCW 23B.01.410, by electronic transmission.
(8) "Distribution" means a direct or indirect transfer of money or other property, except its own shares, or incurrence of indebtedness by a corporation to or for the benefit of its shareholders in respect to any of its shares. A distribution may be in the form of a declaration or payment of a dividend; a distribution in partial or complete liquidation, or upon voluntary or involuntary dissolution; a purchase, redemption, or other acquisition of shares; a distribution of indebtedness; or otherwise.
(9) "Document" means:
(a) Any tangible medium on which information is inscribed, and includes handwritten, typed, printed, or similar instruments or copies of such instruments; and
(b) An electronic record.
(10) "Electronic" means relating to technology having electrical, digital, magnetic, wireless, optical, electromagnetic, or similar capabilities.
(11) "Electronic mail" means an electronic transmission directed to a unique electronic mail address, which electronic mail will be deemed to include any files attached thereto and any information hyperlinked to a website if the electronic mail includes the contact information of an officer or agent of the corporation who is available to assist with accessing such files and information.
(12) "Electronic mail address" means a destination, commonly expressed as a string of characters, consisting of a unique user name or mailbox, commonly referred to as the "local part" of the address, and a reference to an internet domain, commonly referred to as the "domain part" of the address, whether or not displayed, to which electronic mail can be sent or delivered.
(13) "Electronic record" means information that is stored in an electronic or other nontangible medium and: (a) Is retrievable in paper form by the recipient through an automated process used in conventional commercial practice; or (b) if not retrievable in paper form by the recipient through an automated process used in conventional commercial practice, is otherwise authorized in accordance with RCW 23B.01.410(10).
(14) "Electronic transmission" or "electronically transmitted" means internet transmission, telephonic transmission, electronic mail transmission, transmission of a telegram, cablegram, or datagram, the use of, or participation in, one or more electronic networks or databases including one or more distributed electronic networks or databases, or any other form or process of communication, not directly involving the physical transfer of paper or another tangible medium, which:
(a) Is suitable for the retention, retrieval, and reproduction of information by the recipient; and
(b) Is retrievable in paper form by the recipient through an automated process used in conventional commercial practice, or, if not retrievable in paper form by the recipient through an automated process used in conventional commercial practice, is otherwise authorized in accordance with RCW 23B.01.410(10).
(15) "Employee" includes an officer but not a director. A director may accept duties that make the director also an employee.
(16) "Entity" includes a corporation and foreign corporation, not-for-profit corporation, business trust, estate, trust, partnership, limited liability company, association, joint venture, two or more persons having a joint or common economic interest, the state, United States, and a foreign governmental subdivision, agency, or instrumentality, or any other legal or commercial entity.
(17) "Execute," "executes," or "executed" means, with present intent to authenticate or adopt a document:
(a) To sign or adopt a tangible symbol to the document, and includes any manual, facsimile, or conformed signature;
(b) To attach or logically associate with an electronic transmission an electronic sound, symbol, or process, and includes an electronic signature; or
(c) With respect to a document 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.
(18) "Foreign corporation" means a corporation for profit incorporated under a law other than the law of this state.
(19) "Foreign limited partnership" means a partnership formed under laws other than of this state and having as partners one or more general partners and one or more limited partners.
(20) "Forward stock split" means the pro rata division of all the outstanding shares of a class of stock into a greater number of shares of the same class, whether or not the authorized shares of such a class are increased in the same proportion, but does not include a share dividend under RCW 23B.06.230.
(21) "General social purpose" means the general social purpose for which a social purpose corporation is organized as set forth in the articles of incorporation of the corporation in accordance with RCW 23B.25.040(1)(c).
(22) "Governmental subdivision" includes authority, county, district, and municipality.
(23) "Governor" has the meaning given that term in RCW 23.95.105.
(24) "Includes" denotes a partial definition.
(25) "Individual" includes the estate of an incompetent or deceased individual.
(26) "Interest" means either or both of the following rights under the organic law governing an other entity:
(a) A right to receive distributions from the other entity either in the ordinary course of business or upon liquidation; or
(b) The right to receive notice of or vote on issues involving the other entity's internal affairs, other than as an agent, assignee, proxy, or person responsible for managing the other entity's business affairs.
(27) "Interest holder" means a person who holds of record an interest.
(28) "Jurisdiction of organization" means the state or country the law of which includes the organic law governing a domestic corporation or other entity.
(29) "Limited partnership" or "domestic limited partnership" means a partnership formed by two or more persons under the laws of this state and having one or more general partners and one or more limited partners.
(30) "Means" denotes an exhaustive definition.
(31) "Notice" has the meaning provided in RCW 23B.01.410.
(32) "Organic law" means the statute governing the internal affairs of an entity.
(33) "Organic rules" means the public organic record and private organic rules of an entity.
(34) "Other entity" means any entity that is not any of the following: A domestic corporation, a domestic or foreign not-for-profit corporation, a series of a limited liability company or similar entity, an estate, a trust, a state, the United States, or a foreign governmental subdivision, agency, or instrumentality. The term includes, but is not limited to, a foreign corporation, a limited partnership, a general partnership, a limited liability company, a joint venture, a joint stock company, and a business trust.
(35) "Owner liability" means personal liability for a debt, obligation, or liability of an entity that is imposed on a person:
(a) Solely by reason of the person's status as a shareholder or interest holder;
(b) By the articles of incorporation or bylaws of a corporation authorizing the articles of incorporation or bylaws to make one or more specified shareholders liable in their capacity as shareholders for all or specified debts, obligations, or liabilities of the corporation; or
(c) By one or more organic rules of an other entity authorizing the organic rules to make one or more specified interest holders liable in their capacity as interest holders for all or specified debts, obligations, or liabilities of the other entity.
(36) "Person" means an individual, corporation, business trust, estate, trust, partnership, limited liability company, association, joint venture, government, governmental subdivision, agency, or instrumentality, or any other legal or commercial entity.
(37) "Principal office" means the office, in or out of this state, so designated in the annual report where the principal executive offices of a domestic or foreign corporation are located.
(38) "Private organic rules" means (a) the bylaws of a domestic corporation or (b) the rules, regardless of whether in writing, (i) that govern the internal affairs of an other entity, (ii) which are binding on all of the other entity's interest holders, and (iii) which are not part of the other entity's public organic record, if any. Where private organic rules have been amended or restated, the term means the private organic rules as last amended or restated.
(39) "Proceeding" includes civil suit and criminal, administrative, and investigatory action.
(40) "Public company" means a corporation that either has a class of shares registered with the federal securities and exchange commission pursuant to section 12 or which is subject to section 15(d) of the securities exchange act of 1934, or section 8 of the investment company act of 1940, or any successor statute.
(41) "Public organic record" means (a) the articles of incorporation of a domestic corporation or (b) the document, if any, the filing of which is required to create an other entity. Where a public organic record has been amended or restated, the term means the public organic record as last amended or restated.
(42) "Qualified director" means (a) with respect to a director's conflicting interest transaction as defined in RCW 23B.08.700, any director who does not have either (i) a conflicting interest respecting the transaction, or (ii) a familial, financial, professional, or employment relationship with a second director who does have a conflicting interest respecting the transaction, which relationship would, in the circumstances, reasonably be expected to exert an influence on the first director's judgment when voting on the transaction; (b) with respect to RCW 23B.08.735, a qualified director under (a) of this subsection if the business opportunity were a director's conflicting interest transaction; and (c) with respect to RCW 23B.02.020(2)(g), a director who is not a director (i) to whom the limitation or elimination of the duty of an officer to offer potential business opportunities to the corporation would apply, or (ii) who has a familial, financial, professional, or employment relationship with another officer to whom the limitation or elimination would apply, which relationship would, in the circumstances, reasonably be expected to exert an influence on the director's judgment when voting on the limitation or elimination.
(43) "Record date" means the date fixed for determining the identity of a corporation's shareholders and their shareholdings for purposes of this title. The determinations shall be made as of the close of business on the record date unless another time for doing so is specified when the record date is fixed.
(44) "Registered office" means the address of the corporation's registered agent.
(45) "Reverse stock split" means the pro rata combination of all the outstanding shares of a class of stock into a smaller number of shares of the same class, whether or not the authorized shares of such a class are reduced in the same proportion.
(46) "Secretary" means the corporate officer to whom the board of directors has delegated responsibility under RCW 23B.08.400(3) for custody of the minutes of the meetings of the board of directors and of the shareholders and for authenticating records of the corporation.
(47) "Shareholder" means the person in whose name shares are registered in the records of a corporation or the beneficial owner of shares to the extent of the rights granted by a nominee certificate on file with a corporation.
(48) "Shares" means the units into which the proprietary interests in a corporation are divided.
(49) "Social purpose" includes any general social purpose and any specific social purpose.
(50) "Social purpose corporation" means a corporation that has elected to be governed as a social purpose corporation under chapter 23B.25 RCW.
(51) "Specific social purpose" means the specific social purpose or purposes for which a social purpose corporation is organized as set forth in the articles of incorporation of the corporation in accordance with RCW 23B.25.040(2)(a).
(52) "State," when referring to a part of the United States, includes a state and commonwealth, and their agencies and governmental subdivisions, and a territory and insular possession, and their agencies and governmental subdivisions, of the United States.
(53) "Stock split" means a forward stock split or a reverse stock split.
(54) "Subscriber" means a person who subscribes for shares in a corporation, whether before or after incorporation.
(55) "Subsidiary" means an entity in which the corporation has, directly or indirectly, a controlling interest.
(56) "United States" includes a district, authority, bureau, commission, department, and any other agency of the United States.
(57) "Voting group" means all shares of one or more classes or series that under the articles of incorporation or this title are entitled to vote and be counted together collectively on a matter at a meeting of shareholders. All shares entitled by the articles of incorporation or this title to vote generally on the matter are for that purpose a single voting group.
(58) "Voting power" means the total number of votes entitled to be cast by all of the outstanding voting shares of a corporation on the date in question.
(59) "Voting shares" means the shares of all classes of a corporation entitled to vote generally in the election of directors on the date in question.
(60) "Writing" or "written" means any information in the form of a document.
[ 2024 c 22 s 14. Prior: 2023 c 432 s 1; 2022 c 42 s 101; 2021 c 84 s 1; 2020 c 57 s 39; 2019 c 141 s 5; 2017 c 28 s 12; prior: 2015 c 176 s 2148; 2015 c 20 s 1; 2012 c 215 s 17; 2009 c 189 s 1; prior: 2002 c 297 s 9; 2002 c 296 s 1; 2000 c 168 s 1; 1996 c 155 s 4; 1995 c 47 s 1; prior: 1991 c 269 s 35; 1991 c 72 s 28; 1989 c 165 s 14.]
Notes:
Reviser's note: The definitions in this section have been alphabetized pursuant to RCW 1.08.015(2)(k).
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.

catchline: Definitions.


title: RCW 23B.01.410

text:
(1) A notice under this title must be in writing, except that oral notice of any meeting of the board of directors may be given if expressly authorized by the articles of incorporation or bylaws. A notice includes material that this title or the corporation's articles of incorporation or bylaws requires to accompany the notice. Unless otherwise agreed between the sender and the recipient, words in a notice or other communication under this title must be in English.
(2) A notice or other communication may be given by any method of delivery, except that electronic transmissions must be in accordance with this section. If the methods of delivery are impracticable, a notice or other communication may be given by means of a broad nonexclusionary distribution to the public, which may include a newspaper of general circulation in the area where published; radio, television, or other form of public broadcast communication; or other methods of distribution that the corporation has previously identified to its shareholders.
(3) A notice or other communication to a domestic or foreign corporation registered to do business in this state may be delivered to the corporation's registered agent or to the secretary at its principal office shown in its most recent annual report or, in the case of a foreign corporation that has not yet delivered an annual report, in its foreign registration statement.
(4) Except to the extent otherwise provided in subsection (5) of this section, a notice or other communication may be given by electronic mail or other electronic transmission, subject to subsection (10) of this section if applicable. If a corporation previously gave notices under this title to a shareholder only by mail or other methods of delivery not involving electronic transmission, the corporation must notify the shareholder that it intends to give notices under this title to the shareholder by electronic transmission before the corporation first commences giving notice under this title to the shareholder by electronic transmission. The inadvertent failure to give this notice will not invalidate any meeting or other corporate action.
(5) A notice may not be given by electronic mail or other electronic transmission:
(a) To a shareholder after the shareholder notifies the corporation in writing of an objection to receiving notice by electronic mail or other electronic transmission; or
(b) To a shareholder or director after the corporation is unable to deliver two consecutive notices by electronic mail or other electronic transmission to the electronic mail address, network, or processing system for the shareholder or director, and the inability becomes known to the secretary or to the transfer agent, or other person responsible for the giving of notice or other communications. The inadvertent failure to discover this inability will not invalidate any meeting or other corporate action.
(6) Unless otherwise agreed between the sender and the recipient, an electronic transmission is received when:
(a) If by electronic mail, it is directed to the recipient's electronic mail address, including, in the case of a shareholder, to the shareholder's electronic mail address as it appears in the corporation's records;
(b) If by posting on an electronic network, upon the later of:
(i) The posting; and
(ii) The delivery of separate notice to the recipient of such specific posting together with comprehensible instructions regarding how to obtain access to the posting on the electronic network; and
(c) If by any other electronic transmission, it enters an information processing system that the recipient has designated or uses for the purposes of receiving electronic transmissions or information of the type sent, and from which the recipient is able to retrieve the electronic transmission and it is in a form capable of being processed by that system.
(7) Receipt of an electronic acknowledgment from an information processing system described in subsection (6)(c) of this section establishes that an electronic transmission was received but, by itself, does not establish that the content sent corresponds to the content received.
(8) An electronic transmission is received under this section even if no person is aware of its receipt.
(9) A notice or other communication, if in a comprehensible form or manner, is effective at the earliest of the following:
(a) If in a physical form, the earliest of when it is actually received, or when it is left at:
(i) A shareholder's address as it appears in the corporation's records;
(ii) A director's residence or usual place of business; or
(iii) The corporation's principal office;
(b) If mailed to a shareholder, upon deposit in the United States mail with first-class postage prepaid and correctly addressed to the shareholder's mailing address as it appears in the corporation's records;
(c) If mailed to a recipient other than a shareholder, the earliest of when it is actually received, or:
(i) If sent by registered or certified mail, return receipt requested, the date shown on the return receipt signed by or on behalf of the addressee; or
(ii) Five days after it is deposited in the United States mail with first-class postage prepaid and correctly addressed to the recipient;
(d) If sent by air courier, when dispatched and correctly addressed to a shareholder's mailing address as it appears in the corporation's records;
(e) If sent by electronic mail or any other electronic transmission, when it is received as provided in subsection (6) of this section; and
(f) If oral, when communicated.
(10) A notice or other communication may be in the form of an electronic transmission that cannot be directly reproduced in paper form by the recipient through an automated process used in conventional commercial practice only if:
(a) The electronic transmission is otherwise retrievable in perceivable form; and
(b) The sender and the recipient have consented in writing to the use of such form of electronic transmission.
(11) Notwithstanding anything to the contrary in this section or any other section of this title, when this title requires that a notice be given to shareholders, a public company may satisfy this requirement, by: (a) Posting the notice, and any material that this title or the corporation's articles of incorporation or bylaws requires to accompany the notice, on an electronic network (either separate from, or in combination with or as part of, any other materials the public company has posted on the electronic network in compliance with applicable federal law) at or prior to the time that the notice under (b) of this subsection is delivered to the public company's shareholders entitled to receive the notice, and (b) mailing to the public company's shareholders entitled to receive the notice a separate notice of the posting, together with comprehensible instructions regarding how to obtain access to the posting on the electronic network. In such a case, the notice and any accompanying material posted on the electronic network is deemed to have been delivered to the public company's shareholders at the time the separate notice required under (b) of this subsection is effective as provided in subsection (9) of this section. A public company that elects pursuant to this subsection to post on an electronic network any notice or any material that this title or the corporation's articles of incorporation or bylaws requires to accompany a notice to shareholders is required, at its expense, to provide a copy of the notice and the material in a tangible medium (alone or in combination or as part of any other materials the public company has posted on the electronic network in compliance with federal law) to any shareholder entitled to such a notice who so requests.
(12) If this title prescribes requirements for notices or other communications in particular circumstances, those requirements govern. If articles of incorporation or bylaws prescribe requirements for notices or other communications, not inconsistent with this section or other provisions of this title, those requirements govern. The articles of incorporation or bylaws may require delivery of notices of meetings of directors by electronic mail or other electronic transmission.
(13) In the event that any provisions of this title are deemed to modify, limit, or supersede the federal electronic signatures in global and national commerce act, 15 U.S.C. Sec. 7001 et seq., the provisions of this title will control to the maximum extent permitted by section 102(a)(2) of that federal act.
[ 2021 c 84 s 2; 2020 c 57 s 40; 2015 c 176 s 2108; 2009 c 189 s 2; 2008 c 59 s 1; 2002 c 297 s 10; 1991 c 72 s 29; 1990 c 178 s 2; 1989 c 165 s 15.]
Notes:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
Effective date—1990 c 178: See note following RCW 23B.01.220.

catchline: Notice.


title: RCW 23B.01.420

text:
(1) A corporation has delivered written notice or any other report or statement to all shareholders of record who share a common address if all of the following requirements are met:
(a) The corporation delivers one copy of the notice, report, or statement to the common address;
(b) The corporation addresses the notice, report, or statement to the shareholders who share that address either as a group or to each of the shareholders individually or in any other manner to which each of those shareholders has consented; and
(c) Each of those shareholders consents to delivery of a single copy of such notice, report, or statement to the shareholders' common address.
(2) For purposes of this section, "address" means a street address, a post office box number, a facsimile telephone number, an address, location, or system for electronic transmissions, an electronic mail address, or another similar destination to which documents are delivered.
(3) Any consent described in subsection (1) of this section is revocable by any shareholder who delivers written notice of revocation to the corporation. If the written notice of revocation is delivered, the corporation must begin providing individual notices, reports, or statements to the revoking shareholder within thirty days after delivery of the written notice of revocation.
(4) Any shareholder who fails to object by written notice to the corporation, within 60 days of written notice by the corporation of its intention to deliver single copies of notices, reports, or statements to shareholders who share a common address as permitted by subsection (1) of this section, will be deemed to have consented to receiving single copies at the common address, on condition that the notice of intention explains that consent may be revoked and the method for revoking consent.
[ 2021 c 84 s 3; 2020 c 57 s 41; 2003 c 35 s 1.]

catchline: Notice—Common address—Address defined—Shareholders consent.


title: RCW 23B.01.520

text:
For the privilege of doing business, every domestic corporation, except one for which existing law provides a different fee schedule, shall pay a fee for the filing of its articles of incorporation and its first year's license, and an annual license fee for each year following incorporation on or before the expiration of its corporate license, in an amount established by the secretary of state under RCW 23.95.260.
[ 2015 c 176 s 2109; 1989 c 165 s 18.]
Notes:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.

catchline: Domestic corporations—Filing, initial, and annual license fees.


title: RCW 23B.01.540

text:
A foreign corporation doing an intrastate business or seeking to do an intrastate business in the state of Washington shall pay for the privilege of so doing the same filing and annual license fees prescribed in RCW 23B.01.520 for domestic corporations.
[ 2015 c 176 s 2110; 1989 c 165 s 20.]
Notes:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.

catchline: Foreign corporations—Filing and annual license fees.


title: RCW 23B.01.570

text:
In the event any domestic corporation fails to file a full and complete initial report under RCW 23.95.255, or in the event any corporation, foreign or domestic, does business in this state without having paid its annual corporate license fee and without having filed a substantially complete annual report under RCW 23.95.255 when either is due, there shall become due and owing the state of Washington a penalty as established by rule by the secretary under RCW 23.95.260.
A corporation organized under this title may at any time prior to its dissolution as provided in Article 6 of chapter 23.95 RCW, and a foreign corporation registered to do business in this state may at any time prior to the termination of its registration as provided in RCW 23.95.550, pay to the state of Washington its current annual license fee, provided it also pays an amount equal to all previously unpaid annual license fees plus the penalty established by rule by the secretary under RCW 23.95.260.
[ 2017 c 31 s 4; 2015 c 176 s 2111; 1994 c 287 s 6; 1991 c 72 s 30; 1989 c 165 s 23.]
Notes:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.

catchline: Penalty for nonpayment of annual corporate license fees and failure to file a substantially complete annual report—Payment of delinquent fees—Rules.


title: RCW 23B.01.590

text:
The annual fee required to be paid to the Washington utilities and transportation commission by any public service corporation shall be deducted from the annual license fee provided in this title and the excess only shall be collected.
It shall be the duty of the commission to furnish to the secretary of state on or before July 1st of each year a list of all public service corporations with the amount of annual license fees paid to the commission for the current year.
[ 1989 c 165 s 25.]

catchline: Public service companies entitled to deductions.


title: RCW 23B.02.010

text:
One or more persons may act as the incorporator or incorporators of a corporation by delivering articles of incorporation to the secretary of state for filing.
[ 1989 c 165 s 26.]

catchline: Incorporators.


title: RCW 23B.02.020

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

catchline: Articles of incorporation.


title: RCW 23B.02.030

text:
(1) Unless a delayed effective date is specified, the corporate existence begins when the articles of incorporation are filed.
(2) The secretary of state's filing of the articles of incorporation is conclusive proof that the incorporators satisfied all conditions precedent to the incorporation except in a proceeding by the state to cancel or revoke the incorporation or involuntarily to dissolve the corporation.
[ 1989 c 165 s 28.]

catchline: Effect of filing.


title: RCW 23B.02.032

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 records are required to be filed with the secretary of state, the records shall be filed with the insurance commissioner rather than the secretary of state.
[ 2002 c 297 s 12; 1998 c 23 s 6.]

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


title: RCW 23B.02.040

text:
All persons purporting to act as or on behalf of a corporation, knowing there was no incorporation under this title, are jointly and severally liable for liabilities created while so acting except for any liability to any person who also knew that there was no incorporation.
[ 1989 c 165 s 29.]

catchline: Liability for preincorporation transactions.


title: RCW 23B.02.050

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

catchline: Organization of corporation.


title: RCW 23B.02.060

text:
(1) The incorporators or board of directors of a corporation must adopt initial bylaws for the corporation.
(2) The bylaws of a corporation may contain any provision for managing the business and regulating the affairs of the corporation to the extent the provision does not infringe upon or limit the exclusive authority of the board of directors under RCW 23B.08.010(2)(b) or otherwise conflict with this title or any other law, the articles of incorporation, or a shareholders' agreement authorized by RCW 23B.07.320.
[ 2020 c 194 s 3; 2011 c 328 s 1; 2009 c 189 s 5; 1989 c 165 s 31.]

catchline: Bylaws.


title: RCW 23B.02.070

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

catchline: Emergency bylaws.


title: RCW 23B.02.080

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

catchline: Forum selection.


title: RCW 23B.03.010

text:
(1) Every corporation incorporated under this title has the purpose of engaging in any lawful business unless a more limited purpose is set forth in the articles of incorporation.
(2) Corporations organized for the purposes of banking or engaging in business as an insurer shall not be organized under this title.
[ 1989 c 165 s 33.]

catchline: Purposes.