Title 23B — Title 23B WASHINGTON BUSINESS CORPORATION ACT

(1) A majority of the initial directors, or, if initial directors were not named in the articles of incorporation and have not been elected, a majority of the incorporators, of a corporation that has not issued shares may approve dissolution of the corporation.(2) Unless prohibit…

(1) A corporation's board of directors may propose dissolution for submission to the shareholders.(2) For a proposal to dissolve to be approved:(a) The board of directors must recommend dissolution to the shareholders unless (i) the board of directors determines that because of c…

(1) At any time after dissolution is authorized under RCW 23B.14.010 or 23B.14.020, the corporation may dissolve by delivering to the secretary of state for filing:(a) A copy of a revenue clearance certificate issued pursuant to RCW 82.32.260; and(b) Articles of dissolution setti…

(1) A corporation may revoke its dissolution within one hundred twenty days of its effective date.(2) Revocation of dissolution must be approved in the same manner as the dissolution was approved unless that approval permitted revocation upon approval by the board of directors al…

(1) A dissolved corporation continues its corporate existence but may not carry on any business except that appropriate to wind up and liquidate its business and affairs, including:(a) Collecting its assets;(b) Disposing of its properties that will be applied toward satisfaction …

(1) A dissolved corporation that has published notice of its dissolution in accordance with RCW 23B.14.030(3) may dispose of any or all of the known claims against it by giving written notice of its dissolution to the holders of the known claims at any time after the effective da…

(1) A dissolved corporation that has published notice of its dissolution in accordance with RCW 23B.14.030(3) may file an application, with the superior court of the county where its principal office or, if none in this state, its registered office is located, for a determination…

(1) The holder of an unpaid claim against a dissolved corporation that is not barred under RCW 23B.14.060(2) or 23B.14.065(4) or by expiration of the survival period specified in RCW 23B.14.340 may, within the statute of limitations applicable to the claim, commence a proceeding …

The secretary of state may administratively dissolve a corporation under the circumstances and procedures provided in Article 6 of chapter 23.95 RCW.[ 2015 c 176 s 2127; 1994 c 287 s 7; 1991 c 72 s 37; 1990 c 178 s 5; 1989 c 165 s 160.]Notes:Effective date—Contingent effective da…

(1) A corporation administratively dissolved under RCW 23.95.610 may apply to the secretary of state for reinstatement in accordance with RCW 23.95.615.[ 2015 c 176 s 2128; 2006 c 52 s 13; 1995 c 47 s 2; 1989 c 165 s 162.]Notes:Effective date—Contingent effective date—2015 c 176:…

The superior courts may dissolve a corporation:(1) In a proceeding by the attorney general if it is established that:(a) The corporation obtained its articles of incorporation through fraud; or(b) The corporation has continued to exceed or abuse the authority conferred upon it by…

(1) Venue for any proceeding to dissolve a corporation or to supervise a voluntary dissolution brought by any party named in RCW 23B.14.300 lies in the county where a corporation's registered office is or was last located.(2) It is not necessary to make shareholders or directors …

A court in a judicial proceeding brought under RCW 23B.14.300 may appoint one or more general receivers to wind up and liquidate the business and affairs of the corporation, or, if the corporation is not yet dissolved, may appoint one or more custodial receivers to manage its bus…

(1) If after a hearing the court determines that one or more grounds for judicial dissolution described in RCW 23B.14.300 exist, it may enter a decree dissolving the corporation and specifying the effective date of the dissolution, or, with or without ordering dissolution, may ma…

The dissolution of a corporation either (1) by the filing with the secretary of state of its articles of dissolution, (2) by administrative dissolution by the secretary of state, (3) by a decree of court, or (4) by expiration of its period of duration shall not take away or impai…

On the first day of each month, the secretary of state shall prepare a list of corporations dissolved during the preceding month pursuant to RCW 23B.14.030, 23B.14.330, and 23.95.610.[ 2015 c 176 s 2129; 1995 c 47 s 8.]Notes:Effective date—Contingent effective date—2015 c 176: Se…

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 any corporation or other entity that has, is applying for, or intends 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 t…

Following its dissolution, the assets of a corporation that should be transferred to a creditor, claimant, or shareholder of the corporation who cannot be found or who is not competent to receive them may be reduced to cash and deposited with the state treasurer for safekeeping. …