23B.01: General Provisions

RCW 23b.01: General Provisions
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Short Title 23b.01.010

• This title shall be known as and may be cited as the " Washington business corporation act."

Reservation of Power to Amend or Repeal 23b.01.020

• The legislature has the power to amend or appeal all or part of this title at any time and all domestic and foreign corporations subject to this title are governed by the amendment or repeal.

Filing Requirements 23b.01.030

• (1) A record must satisfy the requirements for this section, and for any other section that adds to or varies from these requirements, to be entitled to filing by the Secretary of State.
• (2) The secretary of state may permit records to be filed through electronic transmission. The secretary of state may adopt rules varying from these requirements to facilitate electronic filing. These rules shall detail circumstances under which the electronic filing of records shall be permitted and how such records shall be filed. These rules my also impose additional requirements related to implementation of electronic filing processes included but not limited to: Filing formats; signature technologies; the manner of delivery; and the types of entities or records permitted.
• (3) This title must require or permit filing the record in the office of the secretary of state.
• (4) The record must contain the information required by this title. It may contain other information as well.
• (5) The record must: (a) Be typewritten or printed, and must meet such legibility or other standards as may be prescribed by the secretary of state; or (b) meet the standards for electronic filing as may be prescribed by the secretary of state.
• (6) The record must be in the English language. A corporate name need not be in English if written in English letters or Arabic or Roman numerals, and the certificate of existence required of foreign corporations need not be in English if accompanied by a reasonably Authenticated English translation.
• (7) Unless otherwise indicated in this title, all records submitted for filing must be executed:

1. (a) By the chairperson of the board of directors of a domestic or foreign corporation, by it's president, or by another of it's officers.
2. (b) If directors have not been selected or the corporation has not been formed, by an incorporator; or
3. (c) If the corporation is in the hands of a receiver, trustee, or other court-appointed fiduciary, by that fiduciary.

(8) The person executing the record shall sign it and state beneath or opposite the signature the name of the person and the capacity in which the person signs. The record may but need not contain: (a) The corporate seal; (b) an attestation by the secretary or an assistant secretary; or (c) an acknowledgment, verification, or proof.

(9) If the secretary of state has assigned a mandatory form for the record under RCW 23b.01.210, the record must be in or on the prescribed form.

(10) The record must be received by the office of the secretary of state for filing and, except in the case of an electronic filing, must be accompanied by one exact or conformed copy, the correct filing fee or charge, including license fee, penalty and service fee, and any attachments which are required for teh filing. [2002 c297 ss. 24; 1984 c 165 s. 3]

Certificate of Authority as Insurance Company--Filing of Records.
Forms
Fees
Effective time and date of record.
Correcting filed records.
Filing duty of Secretary of State.
Judicial review of Secretary of State's refusal to file a record.
Evidentiary effect of copy of filed record.
Certificate of Existence or authorization.
Penalty for signing false document.
Powers
Definitions
Notice
Notice -- Common Address -- Address Defined-- Shareholder consent.
Domestic Corporations - Filing an initial license fees.
Domestic Corporations - Inactive Corporation Defined -- Annual license fee.
Foreign Corporations - Filing and license fees on qualifications.
Foreign Corporations - Annual License Fees.
License fees for reinstated corporation.
Penalty for nonpayment of annual corporate license fees and failure to file a substantially Complete annual report -- Payment of delinquent fees -- Rules.
Waiver of penalty fees.
Public service companies entitled to deductions.