Title 24 — Title 24 CORPORATIONS AND ASSOCIATIONS (NONPROFIT)

Each corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of its members, shareholders, board of directors, and committees having any of the authority of the board of directors; and shall keep at its registered office …

No loans exceeding or more favorable than those which are customarily made to members or shareholders shall be made by a corporation to its directors or officers. The directors of a corporation who vote for or assent to the making of a loan in violation of this section to a direc…

Upon the filing of the articles of incorporation, the corporate existence shall begin, and the certificate of incorporation shall, except as against the state in a proceeding to cancel or revoke the certificate of incorporation, be conclusive evidence that all conditions preceden…

After the issuance of the certificate of incorporation an organization meeting of the board of directors named in the articles of incorporation shall be held, either within or without this state, at the call of a majority of the incorporators, for the purpose of adopting bylaws, …

A corporation may amend its articles of incorporation from time to time in any and as many respects as may be desired, so long as its articles of incorporation as amended contain only such provisions as are lawful under this chapter. A member or shareholder of a corporation does …

Amendments to the articles of incorporation shall be made in the following manner:A corporation's board of directors may amend the articles of incorporation to change the name of the corporation, without seeking member or shareholder approval. With respect to amendments other tha…

The articles of amendment shall be executed in duplicate originals by the corporation by an officer of the corporation, and shall set forth:(1) The name of the corporation.(2) Any amendment so adopted.(3) If an amendment was adopted by the board of directors without being submitt…

The articles of amendment shall be delivered to the secretary of state for filing in accordance with Article 2 of chapter 23.95 RCW.[ 2015 c 176 s 4110; 1982 c 35 s 131; 1981 c 302 s 7; 1969 ex.s. c 120 s 40.]Notes:Effective date—Contingent effective date—2015 c 176: See note fol…

Upon the filing of the articles of amendment by the secretary of state, the amendment shall become effective as provided in RCW 23.95.210 and the articles of incorporation shall be deemed to be amended accordingly.No amendment shall affect any existing cause of action in favor of…

A domestic corporation may at any time restate its articles of incorporation as theretofore amended, by a resolution adopted by the board of directors.Upon the adoption of the resolution, restated articles of incorporation shall be executed by the corporation by one of its office…

Any two or more domestic corporations may merge into one of such corporations pursuant to a plan of merger approved in the manner provided in this chapter.Each corporation shall adopt a plan of merger setting forth:(1) The names of the corporations proposing to merge, and the nam…

Any two or more domestic corporations may consolidate into a new corporation pursuant to a plan of consolidation approved in the manner provided in this chapter.Each corporation shall adopt a plan of consolidation setting forth:(1) The names of the corporations proposing to conso…

A plan of merger or consolidation shall be adopted in the following manner:The board of directors of such corporation shall adopt a resolution approving the proposed plan and directing that it be submitted to a vote at a meeting of members or shareholders which may be either an a…

(1) Upon approval, articles of merger or articles of consolidation shall be executed by each corporation, by an officer of each corporation, and shall set forth:(a) The plan of merger or the plan of consolidation;(b) A statement setting forth the date of the meeting of members or…

Upon the filing of articles of merger, or the articles of consolidation by the secretary of state, the merger or consolidation shall be effected.[ 1982 c 35 s 135; 1969 ex.s. c 120 s 46.]Notes:Intent—Severability—Effective dates—Application—1982 c 35: See notes following RCW 43.0…

One or more foreign corporations and one or more domestic corporations may be merged or consolidated or participate in an exchange in the following manner, if such merger, consolidation, or exchange is permitted by the laws of the state under which each such foreign corporation i…

When such merger or consolidation has been effected:(1) The several corporations party to the plan of merger or consolidation shall be a single corporation, which, in the case of a merger, shall be that corporation designated in the plan of merger as the surviving corporation, an…

A sale, lease, exchange, or other disposition of all or substantially all of the property and assets of a corporation may be made upon such terms and conditions and for such consideration, which may consist in whole or in part of money or property, real or personal, including sha…

Any member or shareholder of a corporation shall have the right to dissent from any of the following corporate actions:(1) Any plan of merger or consolidation to which the corporation is a party other than a merger or consolidation in which all members or shareholders of the corp…

Any member or shareholder electing to exercise such right of dissent shall file with the corporation, prior to or at the meeting of members and shareholders at which such proposed corporate action is submitted to a vote, a written objection to such proposed corporate action. If s…

Notwithstanding any provision in this chapter for the payment of fair value to a dissenting member or shareholder, (1) the articles of incorporation may provide that a dissenting member or shareholder shall be limited to a return of a lesser amount, but in no event shall a dissen…

A corporation may dissolve and wind up its affairs in the following manner:(1) The board of directors shall adopt a resolution recommending that the corporation be dissolved, and directing that the question of such dissolution be submitted to a vote at a meeting of members and sh…

The assets of a corporation in the process of dissolution shall be applied and distributed as follows:(1) All liabilities and obligations of the corporation shall be paid, satisfied and discharged, or adequate provision made therefor;(2) Assets held by the corporation upon condit…

A corporation may, at any time prior to the issuance of a certificate of dissolution by the secretary of state, revoke the action theretofore taken to dissolve the corporation, in the following manner:(1) The board of directors shall adopt a resolution recommending that the volun…

If voluntary dissolution proceedings have not been revoked, then after all debts, liabilities and obligations of the corporation shall have been paid and discharged, or adequate provision shall have been made therefor, and all of the remaining property and assets of the corporati…

The articles of dissolution shall be delivered to the secretary of state for filing in accordance with Article 2 of chapter 23.95 RCW.Upon the filing of the articles of dissolution, the corporate existence shall cease, except for the purpose of determining such suits, other proce…

A corporation may be dissolved by decree of the superior court in an action filed on petition of the attorney general upon a showing that:(1) The corporation procured its articles of incorporation through fraud; or(2) The corporation has continued to exceed or abuse the authority…

Failure of the corporation to file its annual report within the time required shall not derogate from the rights of its creditors, or prevent the corporation from being sued and from defending lawsuits, nor shall it release the corporation from any of the duties or liabilities of…

Every action for the involuntary dissolution of a corporation shall be commenced by the attorney general either in the superior court of the county in which the registered office of the corporation is situated, or in the superior court of Thurston county. Summons shall issue and …

The superior court shall have full power to liquidate the assets and to provide for the dissolution of a corporation when:(1) In any action by a member, shareholder or director it is made to appear that:(a) The directors are deadlocked in the management of the corporate affairs a…

(1) In proceedings to liquidate the assets and affairs of a corporation the court shall have the power to:(a) Issue injunctions;(b) Appoint a receiver or receivers pendente lite, with such powers and duties as the court may, from time to time, direct;(c) Take such other proceedin…

A receiver shall in all cases be a citizen of the United States or a corporation for profit authorized to act as receiver, which corporation may be a domestic corporation or a foreign corporation authorized to transact business in this state, and shall in all cases give such bond…

In proceedings to liquidate the assets and affairs of a corporation the court may require all creditors of the corporation to file with the clerk of the court or with the receiver, in such form as the court may prescribe, proofs under oath of their respective claims. If the court…

The liquidation of the assets and affairs of a corporation may be discontinued at any time during the liquidation proceedings when it is established that cause for liquidation no longer exists. In such event the court shall dismiss the proceedings and direct the receiver to redel…

In proceedings to liquidate the assets and affairs of a corporation, when the costs and expenses of such proceedings and all debts, obligations, and liabilities of the corporation shall have been paid and discharged and all of its remaining property and assets distributed in acco…

In case the court shall enter a decree dissolving a corporation, it shall be the duty of the court clerk to cause a certified copy of the decree to be filed with the secretary of state. No fee shall be charged by the secretary of state for the filing thereof.[ 1969 ex.s. c 120 s …

The dissolution of a corporation whether (1) by the filing and issuance of a certificate of dissolution, voluntary or involuntary, by the secretary of state, or (2) by a decree of court when the court has not liquidated the assets and affairs of the corporation as provided in thi…

(1) No foreign corporation shall have the right to conduct affairs in this state until it registers with the secretary of state in accordance with the requirements of Article 5 of chapter 23.95 RCW.(2) A nonexhaustive list of activities that do not constitute conducting affairs i…

A foreign corporation that registers to conduct affairs in this state is subject to RCW 23.95.500 relating to the effect of registration and the governing law for registered foreign corporations.[ 2015 c 176 s 4118; 1969 ex.s. c 120 s 69.]Notes:Effective date—Contingent effective…

The corporate name of a foreign corporation registered in this state must comply with the provisions of RCW 23.95.525 and Article 3 of chapter 23.95 RCW.[ 2015 c 176 s 4119; 1982 c 35 s 143; 1969 ex.s. c 120 s 70.]Notes:Effective date—Contingent effective date—2015 c 176: See not…

A foreign corporation may register to conduct affairs in this state by delivering to the secretary of state for filing a foreign registration statement in accordance with RCW 23.95.510.[ 2015 c 176 s 4120; 1989 c 307 s 38; 1982 c 45 s 2; 1969 ex.s. c 120 s 72.]Notes:Effective dat…

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 documents are required to be fil…

For those corporations that 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 a corporation may register or reserve a corporate name, the registration or reservation shall be…

Upon the filing of the foreign registration statement by the secretary of state, the corporation shall be authorized to conduct affairs in this state for those purposes set forth in its application subject to the right of the state to terminate the registration as provided in RCW…

Every foreign corporation registered to conduct affairs in this state shall have and continuously maintain in this state a registered agent in accordance with Article 4 of chapter 23.95 RCW.[ 2015 c 176 s 4122; 1969 ex.s. c 120 s 75.]Notes:Effective date—Contingent effective date…

A foreign corporation registered to conduct affairs in this state may change its registered agent by delivering to the secretary of state for filing a statement of change in accordance with RCW 23.95.430. The statement shall be executed by the corporation, by an officer of the co…

Any registered agent in this state appointed by a foreign corporation may resign as such agent by executing and delivering to the secretary of state for filing a statement of resignation in accordance with RCW 23.95.445.[ 2015 c 176 s 4124; 1969 ex.s. c 120 s 77.]Notes:Effective …

Service of any process, notice or demand required or permitted by law to be served upon the corporation may be made in accordance with RCW 23.95.450.[ 2015 c 176 s 4125; 1969 ex.s. c 120 s 78.]Notes:Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95…

Whenever a foreign corporation authorized to conduct affairs in this state shall fail to appoint or maintain a registered agent in this state, or whenever any such registered agent cannot with reasonable diligence be found at the registered office, or whenever the certificate of …

Whenever the articles of incorporation of a foreign corporation authorized to conduct affairs in this state are amended, such foreign corporation shall, within thirty days after such amendment becomes effective, file in the office of the secretary of state a copy of such amendmen…