To print a page in the RCW, use your browser’s normal print functions (Ctrl-P on a PC, Command-P on a Mac, or File > Print on either). The resulting printed page will show just the content and not the banner at the top, the left-side navigation, or the footer links. To see how the page will look before you print it, use your browser’s Print Preview.

Chapter 24.06 RCW


Application of chapter.
Articles of incorporation.
General powers.
Additional rights and powers authorized.
Nonprofit statusMembers', officers' immunity from liability.
Defense of ultra vires.
Indemnification of agents of any corporation authorized.
Corporate name.
Reservation of exclusive right to use corporate name.
Registration of corporate name.
Renewal of registration of corporate name.
Registered office and registered agent.
Change of registered office or registered agent.
Service of process on corporation.
SharesIssuancePaymentSubscription agreements.
SharesConsideration, fixing.
Liability of shareholders, subscribers, assignees, executors, trustees, etc.
Preemptive share acquisition rights.
Meetings of members and shareholders.
Notice of meetings.
Class voting.
Board of directors.
Number and election of directors.
Quorum of directors.
Directors' meetings.
Duties of director or officerStandardsLiability.
Books and records.
Loans to directors or officers.
Filing of articles of incorporation.
Effect of filing of articles of incorporation.
Organization meeting.
Right to amend articles of incorporation.
Procedure to amend articles of incorporation.
Articles of amendment.
Filing of articles of amendmentProcedure.
When amendment becomes effectiveExisting actions and rights not affected.
Restated articles of incorporation.
Procedure for merger.
Procedure for consolidation.
Approval of merger or consolidation.
Articles of merger or consolidation.
Merger or consolidationWhen effected.
Merger or consolidation of domestic and foreign corporationParticipation in an exchange.
Effect of merger or consolidation.
Sale, lease, exchange, etc., of property and assets.
Right of member or shareholder to dissent.
Exercise of right of dissentRights and liabilities.
Payment of fair value to dissenting member or shareholder.
Voluntary dissolution.
Distribution of assets.
Revocation of voluntary dissolution proceedings.
Articles of dissolution.
Filing of articles of dissolution.
Involuntary dissolution.
Proceedings for involuntary dissolutionRights, duties, and remediesPenaltiesFee set by rule.
Administrative dissolution or revocation of a certificate of authorityCorporation name not distinguishable from name of governmental entityApplication by governmental entity.
Venue and process.
Jurisdiction of court to liquidate assets and dissolve corporation.
Procedure in liquidation of corporation in court.
Qualifications of receiversBond.
Filing of claims in liquidation proceedings.
Discontinuance of liquidation proceedings.
Decree of involuntary dissolution.
Filing of decree of dissolution.
Survival of remedies after dissolution.
Admission of foreign corporation.
Powers and duties, etc., of foreign corporation.
Corporate name of foreign corporation.
Change of name by foreign corporation.
Certificate of authorityApplication for, contents.
Filing of application for certificate of authorityIssuance.
Certificate of authority as insurance companyFiling of documents.
Certificate of authority as insurance companyRegistration or reservation of name.
Effect of filing application for certificate of authority.
Registered office and registered agent of foreign corporation.
Change of registered office or registered agent of foreign corporation.
Resignation of registered agent.
Service of process upon registered agent.
Service of process upon secretary of state.
Amendment to articles of incorporation of foreign corporation.
Merger of foreign corporation authorized to conduct affairs in this state.
Amended certificate of authority.
Withdrawal of foreign corporation.
Filing of application for withdrawalIssuance of certificate of withdrawal.
Revocation of certificate of authority.
Issuance and filing of certificate of revocationEffect.
Foreign corporationsApplication for reinstatement.
Conducting affairs without certificate of authority.
Annual or biennial report of domestic and foreign corporations.
Filing of annual or biennial report of domestic and foreign corporations.
Fees for filing documents and issuing certificates.
Miscellaneous fees.
Disposition of fees.
Fees for services by secretary of state.
Penalties imposed upon corporationPenalty established by secretary of state.
Penalties imposed upon directors and officers.
Interrogatories by secretary of state.
Confidential nature of information disclosed by interrogatories.
Power and authority of secretary of state.
Appeal from secretary of state's actions.
Certificates and certified copies to be received in evidence.
Greater voting requirements.
Waiver of notice.
Action by members or directors without a meeting.
Unauthorized assumption of corporate powers.
Reinstatement and renewal of corporate existenceFee.
Reorganization of corporations or associations in accordance with this chapter.
Locally regulated utilitiesAttachments to poles.
Tariff for irrigation pumping serviceAuthority for locally regulated utility to buy back electricity.
Short title.
Existing liabilities not terminatedContinuation of corporate existenceApplication of chapter.
Severability1969 ex.s. c 120.
Notice to existing corporations.
Effective date1969 ex.s. c 120.
Organization of condominium unit owners' association: RCW 64.34.300.
Revolving fund of secretary of state, deposit of moneys for costs of carrying out secretary of state's functions under this chapter: RCW 43.07.130.