Title 23, CORPORATIONS AND ASSOCIATIONS (PROFIT) (Business Corporation Act: See Title 23B RCW)

See RCW 43.07.120.

See RCW 23B.17.030.

This chapter may be known and cited as the uniform business organizations code—general provisions. [ 2015 c 176 s 1101.] Notes: Effective date—Contingent effective date—2015 c 176: "(1) Parts I, II, III, IV, V, VI, VIII, and IX of this act take effect January 1, 2016. (2) Part VI…

The definitions in this section apply throughout this chapter unless the context clearly requires otherwise or as set forth in RCW 23.95.400 or 23.95.600. (1) "Annual report" means the report required by RCW 23.95.255. (2) "Business corporation" means a domestic business corporat…

(1) Except as otherwise provided in this chapter, permissible means of delivery of a record include delivery by hand, United States mail, private courier service, and electronic transmission. (2) Records may be delivered to the secretary of state by electronic transmission as aut…

(1) The secretary of state has the power reasonably necessary to perform the duties required by this chapter, including adoption, amendment, or repeal of rules under chapter 34.05 RCW for the efficient administration of this chapter. (2) The secretary of state may adopt rules to …

(1) To be filed by the secretary of state pursuant to this chapter, an entity filing must be received by the secretary of state, comply with this chapter, and satisfy the following: (a) The entity filing must be required or permitted by Title 23, 23B, 24, or 25 RCW. (b) The entit…

(1) The secretary of state may provide forms for entity filings required or permitted to be made by Title 23, 23B, 24, or 25 RCW, but, except as otherwise provided in subsection (2) of this section, their use is not required. (2) The secretary of state may require that a cover sh…

Except as otherwise provided in this chapter and subject to RCW 23.95.220(4), an entity filing is effective: (1) On the date of filing and at the time specified in the entity filing as its effective time; (2) Unless prohibited by the entity's organic law, at a specified delayed e…

(1) Except as otherwise provided in this chapter, a filed record may be withdrawn before it takes effect by delivering to the secretary of state for filing a statement of withdrawal. (2) A statement of withdrawal must: (a) Be executed by an individual acting in a valid representa…

(1) An entity may correct a filed record if: (a) The filed record at the time of filing contained an inaccurate statement; (b) The filed record was defectively executed; or (c) The electronic transmission of the filed record to the secretary of state was defective. (2) To correct…

(1) The secretary of state shall file an entity filing that satisfies this chapter. The duty of the secretary of state under this section is ministerial. (2) The secretary of state shall document the date of receipt of an entity filing. After processing and accepting an entity fi…

A certification from the secretary of state accompanying a copy of a filed record is conclusive evidence that the copy is an accurate representation of the original record on file with the secretary of state. [ 2015 c 176 s 1207.] Notes: Effective date—Contingent effective date—2…

(1) On request of any person, the secretary of state shall issue a certificate of existence for a domestic entity or a certificate of registration for a registered foreign entity. (2) A certificate under subsection (1) of this section must state: (a) The domestic entity's name or…

(1) Any person who executes a record the person knows is false in any material respect with the intent the record be an entity filing is guilty of a gross misdemeanor punishable under chapter 9A.20 RCW. (2) A person that executes an entity filing as an agent or legal representati…

(1) If a person required by the entity's organic law to execute a record that is to be an entity filing or to make an entity filing does not do so, any other person that is aggrieved may petition the superior court to order: (a) The person to execute the record; (b) The person to…

Except as otherwise provided by RCW 23.95.450 or by law of this state other than this chapter, the secretary of state may deliver a record to a person by delivering it: (1) In person to the person that submitted it for filing; (2) To the address of the person's registered agent; …

(1) A domestic entity shall, within one hundred twenty days of the date on which its public organic record became effective, deliver to the secretary of state for filing an initial report that states the information required under subsection (2) of this section. (2) A domestic en…

(1) Except as provided in subsection (2) of this section, the secretary of state shall adopt rules in accordance with chapter 34.05 RCW setting: (a) Fees for: (i) Filing entity filings; (ii) Furnishing copies or certified copies of any filed record under this chapter; and (iii) F…

The secretary of state may, where exigent or mitigating circumstances are presented, waive penalty fees due from any entity previously in good standing which would otherwise be penalized or lose its active status. An entity desiring to seek relief under this section must, within …

(1) The name of a domestic entity and the name under which a foreign entity may register to do business in this state , must be distinguishable on the records of the secretary of state from any: (a) Name of an existing domestic entity which at the time is not administratively dis…

(1)(a) The name of a business corporation: (i)(A) Except in the case of a social purpose corporation, must contain the word "corporation," "incorporated," "company," or "limited," or the abbreviation "Corp.," "Inc.," "Co.," or "Ltd.," or words or abbreviations of similar import i…

(1) A person may reserve the exclusive use of an entity name including the alternate name adopted pursuant to RCW 23.95.525 by delivering an application to the secretary of state for filing. The application must state the name and address of the applicant and the name to be reser…

(1) A foreign entity not registered to do business in this state under Article 5 of this chapter may register its name, or an alternate name adopted pursuant to RCW 23.95.525, if the name is distinguishable on the records of the secretary of state from the names that are not avai…

The definitions in this section apply throughout this section and RCW 23.95.405 through 23.95.460 unless the context clearly requires otherwise. (1) "Registered agent filing" means: (a) The public organic record of a domestic entity; (b) An application of a domestic limited liabi…

The following shall designate and maintain a registered agent in this state: (1) A domestic entity; and (2) A registered foreign entity. [ 2015 c 176 s 1402.] Notes: Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.

If a provision of this chapter other than RCW 23.95.445(1)(d) requires that a record state an address, the record must state: (1) A street address in this state; and (2) A mailing address in this state, if different from the address described in subsection (1) of this section. [ …

(1) A registered agent filing must be executed by the represented entity and state: (a) The name of the entity's commercial registered agent; or (b) If the entity does not have a commercial registered agent: (i) The name and address of the entity's noncommercial registered agent;…

(1) A person may become listed as a commercial registered agent by delivering to the secretary of state for filing a commercial-registered-agent listing statement executed by the person which states: (a) The name of the individual or the name of the entity, type of entity, and ju…

(1) A commercial registered agent may terminate its listing as a commercial registered agent by delivering to the secretary of state for filing a commercial-registered-agent termination statement executed by the agent which states: (a) The name of the agent as listed under RCW 23…

(1) A represented entity may change its registered agent or other information on file under RCW 23.95.415(1) by delivering to the secretary of state for filing a statement of change executed by the entity which states: (a) The name of the entity; and (b) The information required …

(1) If a noncommercial registered agent changes its name or its address in effect with respect to a represented entity under RCW 23.95.415(1), the agent shall deliver to the secretary of state for filing, with respect to each entity represented by the agent, a statement of change…

(1) If a commercial registered agent changes its name, its address as listed under RCW 23.95.420(1), its type of entity, or its jurisdiction of formation, the agent shall deliver to the secretary of state for filing a statement of change executed by the agent which states: (a) Th…

(1) A registered agent may resign as agent for a represented entity by delivering to the secretary of state for filing a statement of resignation executed by the agent which states: (a) The name of the entity; (b) The name of the agent; (c) That the agent resigns from serving as …

(1) A represented entity may be served with any process, notice, or demand required or permitted by law by serving its registered agent. (2) If a represented entity ceases to have a registered agent, or if its registered agent cannot with reasonable diligence be served, the entit…

The only duties under this chapter of a registered agent that has complied with this chapter are: (1) To forward to the represented entity at the address most recently supplied to the agent by the entity any process, notice, or demand pertaining to the entity which is served on o…

The designation or maintenance in this state of a registered agent does not by itself create the basis for personal jurisdiction over the represented entity in this state. The address of the agent does not determine venue in an action or a proceeding involving the entity. [ 2015 …

(1) This chapter does not authorize this state to regulate the organization or internal affairs of a foreign entity registered to do business in this state, or govern the liability that a person has as an interest holder or governor for a debt, obligation, or other liability of t…

(1) A foreign entity may not do business in this state until it registers with the secretary of state under this chapter. (2) A foreign entity doing business in this state may not maintain an action or proceeding in this state unless it is registered to do business in this state …

(1) To register to do business in this state, a foreign entity must deliver a foreign registration statement to the secretary of state for filing. The statement must be executed by the entity and state: (a) The name of the foreign entity and, if the name does not comply with RCW …

(1) A registered foreign entity shall promptly deliver to the secretary of state for filing an amendment to its foreign registration statement if there is a change in: (a) The name of the entity; (b) The type of entity, including, if it is a foreign limited partnership, whether t…

(1) Activities of a foreign entity that do not constitute doing business in this state under this chapter include, but are not limited to: (a) Maintaining, defending, mediating, arbitrating, or settling an action or proceeding, or settling claims or disputes; (b) Carrying on any …

(1) A foreign entity whose name does not comply with RCW 23.95.300 for an entity of its type may not register to do business in this state until it adopts, for the purpose of doing business in this state, an alternate name that complies with RCW 23.95.300. A registered foreign en…

(1) A registered foreign entity may withdraw its registration by delivering a statement of withdrawal to the secretary of state for filing. The statement of withdrawal must be executed by the entity and state: (a) The name of the entity and its jurisdiction of formation; (b) That…

A registered foreign entity that converts to any type of domestic entity is deemed to have withdrawn its registration on the effective date of the conversion. [ 2015 c 176 s 1508.] Notes: Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.