Title 24 — Title 24 CORPORATIONS AND ASSOCIATIONS (NONPROFIT)

Whenever a foreign corporation authorized to conduct affairs in this state shall be a party to a statutory merger permitted by the laws of the state or country under which it is incorporated, and such corporation shall be the surviving corporation, it shall, within thirty days af…

A foreign corporation registered to conduct affairs in this state shall amend its foreign registration statement under the circumstances specified in RCW 23.95.515.[ 2015 c 176 s 4127; 1969 ex.s. c 120 s 82.]Notes:Effective date—Contingent effective date—2015 c 176: See note foll…

A foreign corporation registered to conduct affairs in this state may withdraw from this state by delivering a statement of withdrawal to the secretary of state for filing in accordance with RCW 23.95.530.[ 2015 c 176 s 4128; 1993 c 356 s 20; 1982 c 35 s 148; 1969 ex.s. c 120 s 8…

The registration of a foreign corporation to conduct affairs in this state may be terminated by the secretary of state in accordance with RCW 23.95.550.[ 2015 c 176 s 4129; 1982 c 35 s 150; 1969 ex.s. c 120 s 85.]Notes:Effective date—Contingent effective date—2015 c 176: See note…

A foreign corporation conducting affairs in this state without registering with the secretary of state is subject to RCW 23.95.505.[ 2015 c 176 s 4130; 1969 ex.s. c 120 s 87.]Notes:Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.

Each domestic corporation, and each foreign corporation registered to conduct affairs in this state, shall deliver an annual report to the secretary of state in accordance with RCW 23.95.255.[ 2015 c 176 s 4131; 1993 c 356 s 22; 1982 c 35 s 152; 1969 ex.s. c 120 s 88.]Notes:Effec…

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 4132; 2010 1st sp.s. c 29 s 4; 1993 c 269 s 7; 1991 c 223 s 2; 1982 c 35 s 154; 1981 c 230 s 6; 1973 c 70 s 2; 1969 ex.s.…

See RCW 43.07.120.

(1) Each corporation, domestic or foreign, which fails or refuses to file its annual report for any year within the time prescribed by this chapter shall be subject to a penalty as established and assessed by the secretary of state.(2) Each corporation, domestic or foreign, which…

Each director and officer of a corporation, domestic or foreign, who fails or refuses within the time prescribed by this chapter, to answer truthfully and fully any interrogatories propounded to him or her by the secretary of state in accordance with the provisions of this chapte…

The secretary of state may propound to any corporation, domestic or foreign, subject to the provisions of this chapter, and to any officer or director thereof such interrogatories as may be reasonably necessary and proper to enable the secretary of state to ascertain whether such…

Interrogatories propounded by the secretary of state and the answers thereto shall not be open to public inspection, nor shall the secretary of state disclose any facts or information obtained therefrom unless (1) his or her official duty may require that the same be made public,…

The secretary of state shall have all power and authority reasonably necessary for the efficient and effective administration of this chapter, including the adoption of rules under chapter 34.05 RCW.[ 1982 c 35 s 159; 1969 ex.s. c 120 s 97.]Notes:Intent—Severability—Effective dat…

RCW 23.95.225 governs the secretary of state's duty to file records 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 record.[ 2015 c 176 s 4134; 1982 c 35 s 160; 1969 ex.s. c 1…

Whenever, with respect to any action to be taken by the members, shareholders or directors of a corporation, the articles of incorporation require the vote or concurrence of a greater proportion of the members, shareholders or directors, as the case may be, than required by this …

Whenever any notice is required to be given to any member, shareholder or director of a corporation under the provisions of this chapter or under the provisions of the articles of incorporation or bylaws of the corporation, a waiver thereof in writing signed by the person or pers…

Any action required by this chapter to be taken at a meeting of the members, shareholders or directors of a corporation, or any action which may be taken at a meeting of the members, shareholders or directors, may be taken without a meeting, if a consent in writing, setting forth…

All persons who assume to act as a corporation without authority so to do shall be jointly and severally liable for all debts and liabilities incurred or arising as a result thereof.[ 1969 ex.s. c 120 s 103.]

If the term of existence of a corporation which was organized under this chapter, or which has availed itself of the privileges thereby provided expires, such corporation shall have the right to renew within two years of the expiration of its term of existence. The corporation ma…

Any corporation or association organized under any other statute may be reorganized under the provisions of this chapter by adopting and filing amendments to its articles of incorporation in accordance with the provisions of this chapter for amending articles of incorporation. Th…

(1) As used in this section:(a) "Attachment" means the affixation or installation of any wire, cable or other physical material capable of carrying electronic impulses or light waves for the carrying of intelligence for telecommunications or television, including, but not limited…

*** CHANGE IN 2026 *** (SEE 2575.SL) ***(1) As used in this section, any locally regulated utility as defined in RCW 24.06.600 may not effect, due to lack of payment, an involuntary termination of electric utility service to any residential user, including tenants of metered apar…

The board may approve a tariff for irrigation pumping service that allows the locally regulated utility to buy back electricity from customers to reduce electricity usage by those customers during the locally regulated utility's particular irrigation season.[ 2001 c 122 s 5.]Note…

(1) Except as provided in subsection (2) of this section, a domestic corporation organized under this chapter, and taking the election provided in RCW 24.06.032(1), may convert to a limited cooperative association pursuant to RCW 23.100.1302 through 23.100.1314.(2) This section d…

This chapter shall be known and may be cited as the "Nonprofit Miscellaneous and Mutual Corporation Act".[ 1982 c 35 s 163; 1969 ex.s. c 120 s 104.]Notes:Intent—Severability—Effective dates—Application—1982 c 35: See notes following RCW 43.07.160.

The enactment of this chapter shall not have the effect of terminating, or in any way modifying, any liability, civil or criminal, which shall already be in existence at the date this chapter becomes effective; and any corporation existing under any prior law which expires on or …

This chapter is necessary for the immediate preservation of the public peace, health and safety, the support of the state government and its existing public institutions and shall take effect July 1, 1969: PROVIDED, That no corporation existing on the effective date of this chapt…

Effective August 1, 2009, a corporation sole may not be formed or incorporated under this chapter.[ 2009 c 437 s 16.]

Any person, being the bishop, overseer, or presiding elder of any church or religious denomination in this state, may, in conformity with the constitution, canons, rules, regulations, or discipline of such church or denomination, become a corporation sole, in the manner prescribe…

Every corporation sole shall, for the purpose of the trust, have power to contract in the same manner and to the same extent as a natural person, and may sue and be sued, and may defend in all courts and places, in all matters and proceedings whatever, and shall have authority to…

See RCW 23B.17.030.

Articles of incorporation shall be filed in like manner as provided by law for corporations aggregate, and therein shall be set forth the facts authorizing such incorporation, and declare the manner in which any vacancy occurring in the incumbency of such bishop, overseer, or pre…

Any corporation sole heretofore organized and existing under the laws of this state may elect to continue its existence under *this title [chapter] by filing a certificate to that effect, under its corporate seal and the hand of its incumbent, or by filing amended articles of inc…

(1) Each corporation sole registered in this state shall deliver an annual report to the secretary of state in accordance with RCW 23.95.255. The report shall be executed by the corporation sole by an officer of the corporation sole or, if the corporation sole is in the hands of …

The secretary of state shall send to each corporation sole a notice in accordance with RCW 23.95.255 that its annual report must be filed as required by this chapter.[ 2015 c 176 s 9114; 2011 c 183 s 7; 2009 c 437 s 14.]Notes:Effective date—Contingent effective date—2015 c 176: S…

(1) The secretary of state shall, when exigent or mitigating circumstances are presented, reinstate to full active status any corporation sole previously in good standing that would otherwise be penalized or lose its active status. Any corporation sole desiring to seek relief und…

Any grand lodge, encampment, chapter or any subordinate lodge or body of Free and Accepted Masons, Independent Order of Odd Fellows, Knights of Pythias, or other fraternal society, desiring to incorporate, shall deliver articles of incorporation to the secretary of state for fili…

The secretary of state shall file such articles of incorporation in the secretary of state's office and issue a certificate of incorporation to any such lodge or other society upon the payment of the filing fee established by the secretary of state under RCW 23.95.260.[ 2015 c 17…

See RCW 43.07.120.

Such lodge or other society shall be a body politic and corporate with all the powers and incidents of a corporation upon its compliance with RCW 24.20.010 and 24.20.020: PROVIDED, HOWEVER, That such fraternal corporation shall not be subject to any license fee or other corporate…

See RCW 23B.17.030.

Any ten or more residents of this state who are members of any chartered body or of different chartered bodies of any fraternal order or society who shall desire to incorporate for the purpose of owning real or personal property or both real and personal property for the purpose …

See RCW 43.07.120.

The articles of incorporation shall set forth;(1) The names of the persons so associating themselves together, their places of residence and the name and location of the lodge, chapter, or society to which they severally belong;(2) The corporate name assumed by the corporation an…

Upon making and filing such articles of incorporation the persons subscribing the same and their successors in office and associates, by the name assumed in such articles, shall thereafter be deemed a body corporate, and may acquire and possess real and personal property and may …

If the corporation shall not be a joint stock company, then it may provide by its bylaws for issuing to the several bodies represented in its membership certificates of participation, which shall evidence the respective equitable interests of such bodies in the properties held by…

Every such corporation shall have full power and authority to provide by its bylaws for the manner in which such certificates of participation of its certificates or shares of stock shall be held and represented, and may also in like manner provide, that its shares of stock shall…

Every such corporation shall have power to provide by its bylaws for succession to its original membership and for new membership, and also for the election from its members of a board of trustees, or a board of directors, and to fix the number and term of office of such trustees…

The management and control of the business and property of such corporation shall be fixed in said board of trustees or board of directors, as the case may be. Said trustees or directors shall elect from their own number at each annual meeting of the corporation a president, vice…

Any corporation composed of fraternal organizations and/or members of fraternal organizations, heretofore incorporated under the laws of the state of Washington, may elect to subject [the] corporation and its capital stock and the rights of its stockholders therein to the provisi…