Title 23B — Title 23B WASHINGTON BUSINESS CORPORATION ACT

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

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.]

(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 …

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…

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 ho…

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 dat…

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 …

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 23.95.1…

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 …

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 eff…

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 …

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.]

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 domest…

(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 incorpor…

(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…

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 in…

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…

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 substantia…

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 fur…