Chapter 23B.01 RCW

GENERAL PROVISIONS

Sections

23B.01.010Short title.
23B.01.020Reservation of power to amend or repeal.
23B.01.200Filing requirements.
23B.01.202Certificate of authority as insurance companyFiling of records.
23B.01.204Certificate of authority from department of financial institutionsFiling of records.
23B.01.220Fees.
23B.01.230Effective time and date of record.
23B.01.240Correcting filed records.
23B.01.250Filing duty of secretary of state.
23B.01.280Certificate of existence or registration.
23B.01.290Penalty for signing false record.
23B.01.300Powers.
23B.01.400Definitions.
23B.01.410Notice.
23B.01.420NoticeCommon addressAddress definedShareholder consent.
23B.01.520Domestic corporationsFiling, initial, and annual license fees.
23B.01.540Foreign corporationsFiling and annual license fees.
23B.01.570Penalty for nonpayment of annual corporate license fees and failure to file a substantially complete annual reportPayment of delinquent feesRules.
23B.01.590Public service companies entitled to deductions.


Short title.

This title shall be known and may be cited as the "Washington business corporation act."



Reservation of power to amend or repeal.

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.



Filing requirements.

*** CHANGE IN 2020 *** (SEE 6037-S.SL) ***
*** CHANGE IN 2020 *** (SEE 6028-S.SL) ***
(1) A record 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 records 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.

NOTES:

Effective dateContingent effective date2015 c 176: See note following RCW 23.95.100.



Certificate of authority as insurance companyFiling of records.

For those corporations that have a certificate of authority, are applying for, or intend to apply for a certificate of authority from the insurance commissioner as an insurance company under chapter 48.05 RCW, whenever under this chapter corporate records are required to be filed with the secretary of state, the records shall be filed with the insurance commissioner rather than the secretary of state.



Certificate of authority from department of financial institutionsFiling of records.

For those corporations that have a certificate of authority, are applying for, or intend to apply for a certificate of authority from the 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.

NOTES:

*Reviser's note: Title 30 RCW was recodified and/or repealed pursuant to 2014 c 37, effective January 5, 2015.
Effective date2010 c 88: See RCW 32.50.900.



Fees.

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.

NOTES:

Effective dateContingent effective date2015 c 176: See note following RCW 23.95.100.
Effective date1993 c 269: See note following RCW 23.86.070.
Effective dates1992 c 107: See note following RCW 19.02.020.
Effective date1990 c 178: "This act shall take effect July 1, 1990." [ 1990 c 178 § 13.]



Effective time and date of record.

*** CHANGE IN 2020 *** (SEE 6028-S.SL) ***
A record 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.

NOTES:

Effective dateContingent effective date2015 c 176: See note following RCW 23.95.100.



Correcting filed records.

*** CHANGE IN 2020 *** (SEE 6028-S.SL) ***
A domestic or foreign corporation may correct a record filed by the secretary of state in accordance with RCW 23.95.220.

NOTES:

Effective dateContingent effective date2015 c 176: See note following RCW 23.95.100.



Filing duty of secretary of state.

*** CHANGE IN 2020 *** (SEE 6028-S.SL) ***
RCW 23.95.225 governs the secretary of state's duty to file records 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 record.

NOTES:

Effective dateContingent effective date2015 c 176: See note following RCW 23.95.100.



Certificate of existence or registration.

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.

NOTES:

Effective dateContingent effective date2015 c 176: See note following RCW 23.95.100.



Penalty for signing false record.

*** CHANGE IN 2020 *** (SEE 6028-S.SL) ***
RCW 23.95.240 governs the penalty that applies for executing a false record that is intended to be delivered to the secretary of state for filing.

NOTES:

Effective dateContingent effective date2015 c 176: See note following RCW 23.95.100.



Powers.

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.



Definitions.

*** CHANGE IN 2020 *** (SEE 6028-S.SL) ***
Unless the context clearly requires otherwise, the definitions in this section apply throughout this title.
(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 record is to operate should have noticed it. For example, printing in italics or boldface or contrasting color, or typing in 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" includes (a) mailing, (b) for purposes of delivering a demand, consent, notice, or waiver to the corporation or one of its officers, directors, or shareholders, transmission by facsimile equipment, and (c) for purposes of delivering a demand, consent, notice, or waiver to the corporation or one of its officers, directors, or shareholders under RCW 23B.01.410 or chapter 23B.07, 23B.08, 23B.11, 23B.13, 23B.14, or 23B.16 RCW delivery 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) "Effective date of notice" has the meaning provided in RCW 23B.01.410.
(10) "Electronic transmission" means an electronic communication (a) not directly involving the physical transfer of a record in a tangible medium and (b) that may be retained, retrieved, and reviewed by the sender and the recipient thereof, and that may be directly reproduced in a tangible medium by such a sender and recipient.
(11) "Electronically transmitted" means the initiation of an electronic transmission.
(12) "Employee" includes an officer but not a director. A director may accept duties that make the director also an employee.
(13) "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.
(14) "Execute," "executes," or "executed" means (a) signed with respect to a written record or (b) electronically transmitted along with sufficient information to determine the sender's identity with respect to an electronic transmission, or (c) with respect to a record to be filed with the secretary of state, in compliance with the standards for filing with the office of the secretary of state as prescribed by the secretary of state.
(15) "Foreign corporation" means a corporation for profit incorporated under a law other than the law of this state.
(16) "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.
(17) "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).
(18) "Governmental subdivision" includes authority, county, district, and municipality.
(19) "Governor" has the meaning given that term in RCW 23.95.105.
(20) "Includes" denotes a partial definition.
(21) "Individual" includes the estate of an incompetent or deceased individual.
(22) "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.
(23) "Means" denotes an exhaustive definition.
(24) "Notice" has the meaning provided in RCW 23B.01.410.
(25) "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.
(26) "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.
(27) "Proceeding" includes civil suit and criminal, administrative, and investigatory action.
(28) "Public company" means a corporation that has a class of shares registered with the federal securities and exchange commission pursuant to section 12 or 15 of the securities exchange act of 1934, or section 8 of the investment company act of 1940, or any successor statute.
(29) "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(5)(k), 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.
(30) "Record" means information inscribed on a tangible medium or contained in an electronic transmission.
(31) "Record date" means the date established under chapter 23B.07 RCW on which a corporation determines the identity of its 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.
(32) "Registered office" means the address of the corporation's registered agent.
(33) "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.
(34) "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.
(35) "Shares" means the units into which the proprietary interests in a corporation are divided.
(36) "Social purpose" includes any general social purpose and any specific social purpose.
(37) "Social purpose corporation" means a corporation that has elected to be governed as a social purpose corporation under chapter 23B.25 RCW.
(38) "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).
(39) "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.
(40) "Subscriber" means a person who subscribes for shares in a corporation, whether before or after incorporation.
(41) "Subsidiary" means an entity in which the corporation has, directly or indirectly, a controlling interest.
(42) "Tangible medium" means a writing, copy of a writing, or facsimile, or a physical reproduction, each on paper or on other tangible material.
(43) "United States" includes a district, authority, bureau, commission, department, and any other agency of the United States.
(44) "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.
(45) "Writing" does not include an electronic transmission.
(46) "Written" means embodied in a tangible medium.

NOTES:

Effective dateContingent effective date2015 c 176: See note following RCW 23.95.100.



Notice.

*** CHANGE IN 2020 *** (SEE 6028-S.SL) ***
(1) Notice under this title must be provided in the form of a record, 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.
(2) Permissible means of transmission.
(a) Oral notice. Oral notice may be communicated in person, by telephone, wire, or wireless equipment which does not transmit a facsimile of the notice, or by any electronic means which does not create a record. If these forms of oral notice are impracticable, oral notice may be communicated by radio, television, or other form of public broadcast communication.
(b) Notice provided in a tangible medium. Notice may be provided in a tangible medium and be transmitted by mail, private carrier, or personal delivery; telegraph or teletype; or telephone, wire, or wireless equipment which transmits a facsimile of the notice. If these forms of notice in a tangible medium are impracticable, notice in a tangible medium may be transmitted by an advertisement in a newspaper of general circulation in the area where published.
(c) Notice provided in an electronic transmission.
(i) Notice may be provided in an electronic transmission and be electronically transmitted.
(ii) Notice to shareholders or directors in an electronic transmission is effective only with respect to shareholders and directors that have consented, in the form of a record, to receive electronically transmitted notices under this title and designated in the consent the address, location, or system to which these notices may be electronically transmitted and with respect to a notice that otherwise complies with any other requirements of this title and applicable federal law.
(A) Notice to shareholders or directors for this purpose includes material that this title requires to accompany the notice.
(B) A shareholder or director who has consented to receipt of electronically transmitted notices may revoke this consent by delivering a revocation to the corporation in the form of a record.
(C) The consent of any shareholder or director is revoked if (I) the corporation is unable to electronically transmit two consecutive notices given by the corporation in accordance with the consent, and (II) this inability becomes known to the secretary of the corporation, the transfer agent, or any other person responsible for giving the notice. The inadvertent failure by the corporation to treat this inability as a revocation does not invalidate any meeting or other corporate action.
(iii) Notice to shareholders or directors who have consented to receipt of electronically transmitted notices may be provided by (A) posting the notice on an electronic network and (B) delivering to the shareholder or director a separate record of the posting, together with comprehensible instructions regarding how to obtain access to the posting on the electronic network.
(iv) Notice to a domestic or foreign corporation, authorized to transact business in this state, in an electronic transmission is effective only with respect to a corporation that has designated in a record an address, location, or system to which the notices may be electronically transmitted.
(d) Materials accompanying notice to shareholders of public companies. Notwithstanding anything to the contrary in this section or any other section of this title, if this title requires that a notice to shareholders be accompanied by certain material, a public company may satisfy such a requirement, whether or not a shareholder has consented to receive electronically transmitted notice, by (i) posting the material on an electronic network (either separate from, or in combination 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 is delivered to the public company's shareholders entitled to receive the notice, and (ii) delivering to the public company's shareholders entitled to receive the notice a separate record of the posting (which record may accompany, or be contained in, the notice), together with comprehensible instructions regarding how to obtain access to the posting on the electronic network. In such a case, the material is deemed to have been delivered to the public company's shareholders at the time the notice to the shareholders is effective under this section. A public company that elects pursuant to this section to post on an electronic network any material required by this title to accompany a notice to shareholders is required, at its expense, to provide a copy of 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.
(3) Effective time and date of notice.
(a) Oral notice. Oral notice is effective when received.
(b) Notice provided in a tangible medium.
(i) Notice in a tangible medium, if in a comprehensible form, is effective at the earliest of the following:
(A) If expressly authorized by the articles of incorporation or bylaws, and if notice is sent to the person's address, telephone number, or other number appearing on the records of the corporation, when dispatched by telegraph, teletype, or facsimile equipment;
(B) When received;
(C) Except as provided in (b)(ii) of this subsection, five days after its deposit in the United States mail, as evidenced by the postmark, if mailed with first-class postage, prepaid and correctly addressed; or
(D) On the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee.
(ii) Notice in a tangible medium by a domestic or foreign corporation to its shareholder, if in a comprehensible form and correctly addressed to the shareholder's address shown in the corporation's current record of shareholders, is effective:
(A) When mailed, if mailed with first-class postage prepaid; and
(B) When dispatched, if prepaid, by air courier.
(iii) Notice in a tangible medium to a domestic or foreign corporation, authorized to transact business in this state, may be addressed to the corporation's registered agent or to the corporation or its 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 its annual report in its foreign registration statement.
(c) Notice provided in an electronic transmission. Notice provided in an electronic transmission, if in comprehensible form, is effective when it: (i) Is electronically transmitted to an address, location, or system designated by the recipient for that purpose; or (ii) has been posted on an electronic network and a separate record of the posting has been delivered to the recipient together with comprehensible instructions regarding how to obtain access to the posting on the electronic network.
(4) If this title prescribes notice requirements for particular circumstances, those requirements govern. If articles of incorporation or bylaws prescribe notice requirements, not inconsistent with this section or other provisions of this title, those requirements govern.

NOTES:

Effective dateContingent effective date2015 c 176: See note following RCW 23.95.100.
Effective date1990 c 178: See note following RCW 23B.01.220.



NoticeCommon addressAddress definedShareholder consent.

*** CHANGE IN 2020 *** (SEE 6028-S.SL) ***
(1) A corporation has provided notice or any other record to shareholders of record who share a common address if all of the following requirements are met:
(a) The corporation delivers the notice or other record to the common address;
(b) The corporation addresses the notice or other record to the shareholders who share that address either as a group or to each of the shareholders individually; and
(c) Each shareholder consents in a record to delivery of a single copy of such a notice or other record to the shareholders' common address, and the corporation notifies each shareholder of the duration of that shareholder's consent, and explains the manner by which the shareholder can revoke the consent.
(2) For purposes of this section, "address" means a street address, a post office box number, a facsimile telephone number, a common address, location, or system for electronic transmissions, or another similar destination to which records are delivered.
(3) If a shareholder revokes consent to delivery of a single copy of any notice or other record to a common address, or notifies the corporation that the shareholder wishes to receive an individual copy of any notice or other record, the corporation shall begin sending individual copies to that shareholder within thirty days after the corporation receives the revocation of consent or notice.
(4) Prior to the delivery of notice by electronic transmission to a common address, location, or system for electronic transmissions under this section, each shareholder consenting to receive notice under this section must also have consented to the receipt of notices by electronic transmission as provided in RCW 23B.01.410.



Domestic corporationsFiling, initial, and annual license fees.

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.

NOTES:

Effective dateContingent effective date2015 c 176: See note following RCW 23.95.100.



Foreign corporationsFiling and annual license fees.

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.

NOTES:

Effective dateContingent effective date2015 c 176: See note following RCW 23.95.100.



Penalty for nonpayment of annual corporate license fees and failure to file a substantially complete annual reportPayment of delinquent feesRules.

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.

NOTES:

Effective dateContingent effective date2015 c 176: See note following RCW 23.95.100.



Public service companies entitled to deductions.

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.