23B.01.020  <<  23B.01.200 >>   23B.01.202

Filing requirements.

(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.


Reviser's note: This section was amended by 2020 c 57 § 34 and by 2020 c 194 § 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 dateContingent effective date2015 c 176: See note following RCW 23.95.100.
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