Articles of dissolution.
If voluntary dissolution proceedings have not been revoked, then when all debts, liabilities and obligations of the corporation shall have been paid and discharged, or adequate provision shall have been made therefor, and all of the remaining property and assets of the corporation shall have been transferred, conveyed or distributed in accordance with the provisions of this chapter, articles of dissolution shall be executed by the corporation by an officer of the corporation and shall set forth:
(1) The name of the corporation.
(2) Where there are members having voting rights, (a) a statement setting forth the date of the meeting of members at which the resolution to dissolve was adopted, that a quorum was present at such meeting, and that such resolution received at least two-thirds of the votes which members present at such meeting or represented by proxy were entitled to cast, or (b) a statement that such resolution was adopted by a consent in the form of a record executed by all members entitled to vote with respect thereto.
(3) Where there are no members, or no members having voting rights, a statement of such fact, the date of the meeting of the board of directors at which the resolution to dissolve was adopted and a statement of the fact that such resolution received the vote of a majority of the directors in office.
(4) That all debts, obligations, and liabilities of the corporation have been paid and discharged or that adequate provision has been made therefor.
(5) A copy of a revenue clearance certificate issued pursuant to chapter 82.32 RCW.
(6) That all the remaining property and assets of the corporation have been transferred, conveyed or distributed in accordance with the provisions of this chapter.
(7) That there are no suits pending against the corporation in any court, or that adequate provision has been made for the satisfaction of any judgment, order or decree which may be entered against it in any pending suit.
[2004 c 265 § 26; 1993 c 356 § 4; 1982 c 35 § 93; 1967 c 235 § 49.]
| Effective date -- 1993 c 356: See note following RCW 24.03.046.|
Intent -- Severability -- Effective dates -- Application -- 1982 c 35: See notes following RCW 43.07.160.