Title 24 — Title 24 CORPORATIONS AND ASSOCIATIONS (NONPROFIT)

The definitions in this section apply throughout this section and RCW 24.03A.760 through 24.03A.880 unless the context clearly requires otherwise.(1) "Conversion" means a transaction authorized by RCW 24.03A.810, 24.03A.835, or 24.03A.855.(2) "Converting corporation" means the do…

RCW 24.03A.755 through 24.03A.880 may not be used to effect a transaction that:(1) Converts a nonprofit or mutual insurance company to a for-profit stock corporation; or(2) Is governed by chapter 70.45 RCW.[ 2021 c 176 s 3302.]Notes:Effective date—2021 c 176: See note following R…

If a domestic or foreign nonprofit corporation or eligible entity may not be a party to a merger or sale of its assets without the approval of a federal or state agency other than the secretary of state, then the corporation or eligible entity shall not be a party to a transactio…

(1) In any transaction under RCW 24.03A.755 through 24.03A.880, property held for charitable purposes by a nonprofit corporation may not be diverted from charitable purposes.(2) No transaction under RCW 24.03A.755 through 24.03A.880 shall modify any restriction imposed through an…

A person who is a member, interest holder, or otherwise affiliated with a charitable corporation or an unincorporated entity with charitable purposes may not receive a direct or indirect financial benefit in connection with a transaction governed by RCW 24.03A.755 through 24.03A.…

For any corporation formed before January 1, 2022, any member or other person who is entitled under the articles or bylaws to vote on or approve a merger transaction involving the corporation is deemed entitled, to the same extent, to vote on or approve any transaction under RCW …

(1) A foreign nonprofit corporation may become a domestic nonprofit corporation only if the law of the foreign jurisdiction allows the domestication.(2) A domestic nonprofit corporation may become a foreign nonprofit corporation if the law of the foreign jurisdiction allows the d…

In the case of a domestication of a domestic nonprofit corporation in a foreign jurisdiction:(1) The plan of domestication must be adopted by the board.(2) If there are no members entitled to vote on the plan, then the plan must be adopted by a vote of the majority of directors t…

(1) Articles of domestication must be executed on behalf of the domesticating corporation by an officer or other authorized representative. The articles shall set forth:(a) The name and jurisdiction of incorporation of the domesticating corporation;(b) The name and jurisdiction o…

(1) Except as provided in RCW 24.03A.770, when a domestication becomes effective:(a) The title to all real and personal property, both tangible and intangible, of the domesticating corporation remains in the domesticated corporation without reversion or impairment;(b) The liabili…

(1) Unless otherwise provided in a plan of domestication of a domestic nonprofit corporation, after the plan has been adopted and approved as required by RCW 24.03A.755 through 24.03A.880, and at any time before the domestication has become effective, it may be abandoned by the m…

(1) A domestic nonprofit corporation, other than a charitable corporation, may become a domestic for-profit corporation pursuant to a plan of for-profit conversion if the for-profit conversion is permitted under Title 23B RCW.(2) A domestic nonprofit corporation, other than a cha…

In the case of a conversion of a domestic nonprofit corporation to a domestic or foreign for-profit corporation:(1) The plan of for-profit conversion must be adopted by the board.(2) If there are no members entitled to vote on the plan, then the plan must be adopted by a vote of …

(1) Articles of for-profit conversion must be executed on behalf of the converting corporation by an officer of the corporation. The articles shall set forth:(a) If the surviving corporation is a domestic business corporation, the name of the corporation immediately before the fi…

(1) Except as provided in RCW 24.03A.770, when a conversion of a domestic nonprofit corporation to a domestic or foreign for-profit corporation becomes effective:(a) The title to all real and personal property, both tangible and intangible, of the corporation remains in the corpo…

(1) Unless otherwise provided in a plan of for-profit conversion of a domestic nonprofit corporation, after the plan has been adopted and approved as required by RCW 24.03A.755 through 24.03A.880, and at any time before the for-profit conversion has become effective, it may be ab…

A foreign for-profit corporation may become a domestic nonprofit corporation if the domestication and conversion is permitted by the law of the foreign jurisdiction.[ 2021 c 176 s 3317.]Notes:Effective date—2021 c 176: See note following RCW 24.03A.005.

(1) Articles of domestication and conversion must be executed on behalf of the domesticating and converting corporation by an officer or other authorized representative. The articles shall set forth:(a) The name of the corporation immediately before the filing of the articles of …

(1) When a domestication and conversion of a foreign for-profit corporation to a domestic nonprofit corporation becomes effective:(a) The title to all real and personal property, both tangible and intangible, of the corporation remains in the corporation without reversion or impa…

If the domestication and conversion of a foreign for-profit corporation to a domestic nonprofit corporation is abandoned in accordance with the laws of the foreign jurisdiction after articles of domestication and conversion have been filed by the secretary of state, then a statem…

(1) A domestic nonprofit corporation, other than a charitable corporation, may become a domestic unincorporated entity pursuant to a plan of entity conversion only if the entity conversion is permitted under the organic law governing the entity that would survive the entity conve…

(1) A plan of entity conversion shall include:(a) A statement of the type of unincorporated entity the surviving entity will be and, if it will be a foreign unincorporated entity, its jurisdiction of organization;(b) The terms and conditions of the conversion;(c) The manner and b…

In the case of an entity conversion of a domestic nonprofit corporation to a domestic or foreign unincorporated entity:(1) The plan of entity conversion must be adopted by a vote of the majority of the directors in office.(2) If there are no members entitled to vote on the plan, …

(1) After the conversion of a domestic nonprofit corporation to a domestic or foreign unincorporated entity has been adopted and approved as required under RCW 24.03A.755 through 24.03A.880, articles of entity conversion must be executed on behalf of the converting corporation by…

(1) Except as provided in RCW 24.03A.770, when a conversion under RCW 24.03A.755 through 24.03A.880 becomes effective:(a) The title to all real and personal property, both tangible and intangible, of the converting entity remains in the surviving entity without reversion or impai…

(1) Unless otherwise provided in a plan of entity conversion of a domestic nonprofit corporation, after the plan has been adopted and approved as required by RCW 24.03A.755 through 24.03A.880, and at any time before the entity conversion has become effective, it may be abandoned …

Unless the articles or bylaws otherwise provide, approval of the members of a nonprofit corporation is not required:(1) To sell, lease, exchange, or otherwise dispose of any or all of the corporation's assets:(a) In the usual and regular course of its activities; or(b) If the ass…

(1) A sale, lease, exchange, or other disposition of assets, other than a disposition described in RCW 24.03A.885, requires approval of the corporation's members that are entitled to vote on the disposition, unless the articles or bylaws otherwise provide.(2) A disposition that r…

Unless a domestic entity that is a party to a disposition of assets obtains an appropriate order of the court or approval from the attorney general under the law of this state, a disposition of assets under RCW 24.03A.885 through 24.03A.902 may not affect:(1) Any restriction impo…

(1) In a disposition of assets under RCW 24.03A.885 through 24.03A.902, property held for charitable purposes by a nonprofit corporation may not be diverted from charitable purposes.(2) Property held by a nonprofit corporation and restricted to charitable purposes by a gift instr…

A person who is a member or otherwise affiliated with a charitable corporation may not receive a direct or indirect financial benefit in connection with a disposition of assets governed by RCW 24.03A.885 through 24.03A.902 unless the person is a charitable corporation, the federa…

(1) Unless the articles or bylaws require a greater vote, a majority of the directors in office of a nonprofit corporation may authorize the dissolution of any nonprofit corporation that is not a membership corporation or is a membership corporation but has no members entitled to…

The assets of a corporation in the process of dissolution shall be applied and distributed in the following order:(1) All known liabilities and obligations of the corporation must be paid, satisfied, and discharged, or adequate provision must be made to pay, satisfy, and discharg…

(1) A nonprofit corporation holding property for charitable purposes, including any charitable corporation, may not deliver articles of dissolution to the secretary of state for filing pursuant to RCW 24.03A.910 until it has complied with all of the requirements of this section.(…

(1) At any time after dissolution is authorized, the nonprofit corporation may dissolve by filing with the secretary of state articles of dissolution, accompanied by a revenue clearance certificate issued pursuant to RCW 82.32.260. The articles of dissolution shall set forth:(a) …

(1) A nonprofit corporation may revoke its dissolution within one hundred twenty days of the effective date of the dissolution.(2) Revocation of dissolution must be authorized in the same manner as the dissolution was authorized unless that authorization permitted revocation by a…

(1) A nonprofit corporation, the dissolution of which has been authorized, continues its corporate existence but may not carry on any activities except those appropriate to wind up and liquidate its affairs, including:(a) Collecting its assets;(b) Disposing of its properties that…

No person may receive a direct or indirect financial benefit in connection with the dissolution of a charitable corporation unless the person is an entity operated exclusively for one or more charitable purposes, the federal government, a tribal government, a state or local gover…

(1) A dissolved nonprofit corporation shall deliver notice of the dissolution in the form of a record to all of the corporation's known claimants within thirty days of the date when the corporation delivered articles of dissolution to the secretary of state for filing.(2) A disso…

(1) A dissolved nonprofit corporation may publish notice of its dissolution and request that persons with claims against the dissolved corporation present them in accordance with the notice.(2) The notice must:(a) Be published three times during three successive weeks in a newspa…

A claim that is not barred by RCW 24.03A.918(4) or 24.03A.920(3) may be enforced:(1) Against the dissolved nonprofit corporation, to the extent of its undistributed assets; or(2) Except as provided in RCW 24.03A.924(4), if the assets have been distributed in liquidation, against …

(1) A dissolved nonprofit corporation that has published a notice under RCW 24.03A.918 may file an application with the court for a determination of the amount and form of security to be provided for payment of claims that are contingent or have not been made known to the dissolv…

(1) Directors shall cause the dissolved corporation to discharge or make reasonable provision for the payment of claims and make distributions of assets in accordance with the plan of distribution after payment or provision for claims.(2) Directors of a dissolved corporation that…

The secretary of state may commence a proceeding under RCW 23.95.610 to administratively dissolve a nonprofit corporation for any reason set forth in RCW 23.95.605.[ 2021 c 176 s 3601.]Notes:Effective date—2021 c 176: See note following RCW 24.03A.005.

(1) Administrative dissolution does not terminate, bar, or otherwise modify any claim against the administratively dissolved corporation.(2) A person is not liable in contract, tort, or otherwise solely by reason of being a director, officer, or member of a nonprofit corporation …

(1) If a charitable corporation, or a corporation holding property for charitable purposes, has been administratively dissolved and has not been reinstated, then neither the corporation nor any other person may transfer or distribute to any other person any property held for char…

A nonprofit corporation administratively dissolved under RCW 23.95.610 may apply to the secretary of state for reinstatement by following the procedure and meeting the requirements set forth in RCW 23.95.615. A nonprofit corporation denied reinstatement may obtain judicial review…

The court may dissolve a nonprofit corporation:(1) In a proceeding by the attorney general, if it is established that:(a) The corporation obtained its articles through fraud; or(b) The corporation has exceeded or abused, and is continuing to exceed or abuse, the authority conferr…

(1) It is not necessary to make directors or members parties to a proceeding to dissolve a nonprofit corporation unless relief is sought against them individually.(2) A person commencing a proceeding to dissolve a nonprofit corporation shall notify the attorney general of the pro…

The court in a judicial proceeding brought to dissolve a nonprofit corporation may appoint one or more receivers to wind up and liquidate, or to manage, the affairs of the corporation, pursuant to chapter 7.60 RCW.[ 2021 c 176 s 3607.]Notes:Effective date—2021 c 176: See note fol…