USA Washington

USA Statutes : washington
Title : Washington business corporation act
Chapter : Dissolution
RCW 23B.14.010Dissolution by initial directors or incorporators.  *** CHANGE IN 2006 *** (SEE 6596.SL) ***A majority of the initial directors, or, if initial directors were not named in the articles of incorporation and have not been elected, the incorporators of a corporation that either has not issued shares or has not commenced business may dissolve the corporation by delivering to the secretary of state for filing:  (1) A copy of a revenue clearance certificate issued pursuant to RCW 82.32.260; and  (2) Articles of dissolution that set forth:  (a) The name of the corporation;  (b) The date of its incorporation;  (c) Either (i) that none of the corporation's shares have been issued or (ii) that the corporation has not commenced business;  (d) That no debt of the corporation remains unpaid;  (e) That the net assets of the corporation remaining after winding up have been distributed to the shareholders, if shares were issued; and  (f) That a majority of the initial directors authorized the dissolution, or that initial directors were not named in the articles of incorporation and have not been elected and a majority of incorporators authorized the dissolution.[1989 c 165 § 154.] RCW 23B.14.020Dissolution by board of directors and shareholders.  *** CHANGE IN 2006 *** (SEE 6596.SL) ***(1) A corporation's board of directors may propose dissolution for submission to the shareholders.  (2) For a proposal to dissolve to be adopted:  (a) The board of directors must recommend dissolution to the shareholders unless the board of directors determines that because of conflict of interest or other special circumstances it should make no recommendation and communicates the basis for its determination to the shareholders; and  (b) The shareholders entitled to vote must approve the proposal to dissolve as provided in subsection (5) of this section.  (3) The board of directors may condition its submission of the proposal for dissolution on any basis, including the affirmative vote of holders of a specified percentage of shares held by any group of shareholders not otherwise entitled under this title or the articles of incorporation to vote as a separate voting group on the proposed dissolution.  (4) The corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders' meeting in accordance with RCW 23B.07.050. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider dissolving the corporation.  (5) In addition to any other voting conditions imposed by the board of directors under subsection (3) of this section, the proposal to dissolve must be approved by two-thirds of the voting group comprising all the votes entitled to be cast on the proposal, and of each other voting group entitled under the articles of incorporation to vote separately on the proposal. The articles of incorporation may require a greater or lesser vote than provided in this subsection, or a greater or lesser vote by any separate voting groups provided for in the articles of incorporation, so long as the required vote is not less than a majority of all the votes entitled to be cast on the proposal and of each other voting group entitled to vote separately on the proposal.[2003 c 35 § 10; 1989 c 165 § 155.] RCW 23B.14.030Articles of dissolution.  *** CHANGE IN 2006 *** (SEE 6596.SL) ***(1) At any time after dissolution is authorized, the corporation may dissolve by delivering to the secretary of state for filing:  (a) A copy of a revenue clearance certificate issued pursuant to RCW 82.32.260; and  (b) Articles of dissolution setting forth:  (i) The name of the corporation;  (ii) The date dissolution was authorized; and  (iii) If shareholder approval was required for dissolution, a statement that dissolution was duly approved by the shareholders in accordance with RCW 23B.14.020.  (2) A corporation is dissolved upon the effective date of its articles of dissolution.[1989 c 165 § 156.] RCW 23B.14.040Revocation of dissolution.(1) A corporation may revoke its dissolution within one hundred twenty days of its effective date.  (2) Revocation of dissolution must be authorized in the same manner as the dissolution was authorized unless that authorization permitted revocation by action of the board of directors alone, in which event the board of directors may revoke the dissolution without shareholder action.  (3) After the revocation of dissolution is authorized, the corporation may revoke the dissolution by delivering to the secretary of state for filing articles of revocation of dissolution, together with a copy of its articles of dissolution, that set forth:  (a) The name of the corporation and a statement that such name satisfies the requirements of RCW 23B.04.010; if the name is not available, the corporation must file articles of amendment changing its name with the articles of revocation of dissolution;  (b) The effective date of the dissolution that was revoked;  (c) The date that the revocation of dissolution was authorized;  (d) If the corporation's board of directors, or incorporators, revoked the dissolution, a statement to that effect;  (e) If the corporation's board of directors revoked a dissolution authorized by the shareholders, a statement that revocation was permitted by action by the board of directors alone pursuant to that authorization; and  (f) If shareholder action was required to revoke the dissolution, a statement that revocation of the dissolution was duly approved by the shareholders in accordance with RCW 23B.14.040(2) and 23B.14.020.  (4) Revocation of dissolution is effective upon the effective date of the articles of revocation of dissolution.  (5) When the revocation of dissolution is effective, it relates back to and takes effect as of the effective date of the dissolution and the corporation resumes carrying on its business as if dissolution had never occurred.[1989 c 165 § 157.] RCW 23B.14.050Effect of dissolution.  *** CHANGE IN 2006 *** (SEE 6596.SL) ***(1) A dissolved corporation continues its corporate existence but may not carry on any business except that appropriate to wind up and liquidate its business and affairs, including:  (a) Collecting its assets;  (b) Disposing of its properties that will not be distributed in kind to its shareholders;  (c) Discharging or making provision for discharging its liabilities;  (d) Distributing its remaining property among its shareholders according to their interests; and  (e) Doing every other act necessary to wind up and liquidate its business and affairs.  (2) Dissolution of a corporation does not:  (a) Transfer title to the corporation's property;  (b) Prevent transfer of its shares or securities, although the authorization to dissolve may provide for closing the corporation's share transfer records;  (c) Subject its directors or officers to standards of conduct different from those prescribed in chapter 23B.08 RCW;  (d) Change quorum or voting requirements for its board of directors or shareholders; change provisions for selection, resignation, or removal of its directors or officers or both; or change provisions for amending its bylaws;  (e) Prevent commencement of a proceeding by or against the corporation in its corporate name;  (f) Abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution; or  (g) Terminate the authority of the registered agent of the corporation.[1989 c 165 § 158.] RCW 23B.14.060Known claims against a dissolved corporation.  *** CHANGE IN 2006 *** (SEE 6596.SL) ***(1) A dissolved corporation may dispose of the known claims against it by following the procedure described in this section.  (2) The dissolved corporation shall notify its known claimants in writing of the dissolution at any time after its effective date. The written notice must:  (a) Describe information that must be included in a claim;  (b) Provide a mailing address where a claim may be sent;  (c) State the deadline, which may not be fewer than one hundred twenty days from the effective date of the written notice, by which the dissolved corporation must receive the claim; and  (d) State that the claim will be barred if not received by the deadline.  (3) A claim against the dissolved corporation is barred:  (a) If a claimant who was given written notice under subsection (2) of this section does not deliver the claim to the dissolved corporation by the deadline; or  (b) If a claimant whose claim was rejected by the dissolved corporation does not commence a proceeding to enforce the claim within ninety days from the effective date of the rejection notice.  (4) For purposes of this section, "claim" does not include a contingent liability or a claim based on an event occurring after the effective date of dissolution.[1989 c 165 § 159.] RCW 23B.14.200Administrative dissolution Grounds.The secretary of state may administratively dissolve a corporation under RCW 23B.14.210 if:  (1) The corporation does not pay any license fees or penalties, imposed by this title, when they become due;  (2) The corporation does not deliver its completed initial report or annual report to the secretary of state when it is due;  (3) The corporation is without a registered agent or registered office in this state;  (4) The corporation does not notify the secretary of state that its registered agent or registered office has been changed, that its registered agent has resigned, or that its registered office has been discontinued;  (5) The corporation's period of duration stated in its articles of incorporation expired after July 1, 1990; or  (6) The corporation's period of duration stated in its articles of incorporation expired prior to July 1, 1990, but the corporation has timely paid all license fees imposed by this title and set by rule by the secretary, has timely filed annual reports with the secretary of state, has never been without a registered agent or registered office in this state for sixty days or more, and has never failed to notify the secretary of state of changes in a registered agent or registered office within sixty days of such change.[1994 c 287 § 7; 1991 c 72 § 37; 1990 c 178 § 5; 1989 c 165 § 160.]Notes:Effective date -- 1990 c 178: See note following RCW 23B.01.220. RCW 23B.14.210Administrative dissolution Procedure and effect.  *** CHANGE IN 2006 *** (SEE 6596.SL) ***(1) If the secretary of state determines that one or more grounds exist under RCW 23B.14.200 for dissolving a corporation, the secretary of state shall give the corporation written notice of the determination by first-class mail, postage prepaid.  (2) If the corporation does not correct each ground for dissolution or demonstrate to the reasonable satisfaction of the secretary of state that each ground determined by the secretary of state does not exist within sixty days after notice is effective, the secretary of state shall administratively dissolve the corporation and give the corporation written notice of the dissolution that recites the ground or grounds therefor and its effective date.  (3) A corporation administratively dissolved continues its corporate existence but may not carry on any business except that necessary to wind up and liquidate its business and affairs under RCW 23B.14.050 and notify claimants under RCW 23B.14.060.  (4) The administrative dissolution of a corporation does not terminate the authority of its registered agent.[1989 c 165 § 161.] RCW 23B.14.220Reinstatement following administrative dissolution Application.  *** CHANGE IN 2006 *** (SEE 6596.SL) ***(1) A corporation administratively dissolved under RCW 23B.14.210 may apply to the secretary of state for reinstatement within five years after the effective date of dissolution. The application must:  (a) Recite the name of the corporation and the effective date of its administrative dissolution;  (b) State that the ground or grounds for dissolution either did not exist or have been eliminated; and  (c) State that the corporation's name satisfies the requirements of RCW 23B.04.010.  (2) If the secretary of state determines that the application contains the information required by subsection (1) of this section and that the name is available, the secretary of state shall reinstate the corporation and give the corporation written notice of the reinstatement that recites the effective date of reinstatement. If the name is not available, the corporation must file articles of amendment changing its name with its application for reinstatement.  (3) When the reinstatement is effective, it relates back to and takes effect as of the effective date of the administrative dissolution and the corporation resumes carrying on its business as if the administrative dissolution had never occurred.  (4) The application must be authorized either by action of the shareholders, or of the corporation's board of directors, membership in both groups determined as of the date of administrative dissolution. If vacancies in the board of directors occur after the date of dissolution, the shareholders, or the remaining directors, even if less than a quorum of the board, may fill the vacancies. A special meeting of the shareholders for purposes of authorizing the application for reinstatement, or for purposes of electing directors, may be called by any person who was an officer, director, or shareholder of the corporation at the time of administrative dissolution.[1995 c 47 § 2; 1989 c 165 § 162.] RCW 23B.14.300Judicial dissolution Grounds.  *** CHANGE IN 2006 *** (SEE 6596.SL) ***The superior courts may dissolve a corporation:  (1) In a proceeding by the attorney general if it is established that:  (a) The corporation obtained its articles of incorporation through fraud; or  (b) The corporation has continued to exceed or abuse the authority conferred upon it by law;  (2) In a proceeding by a shareholder if it is established that:  (a) The directors are deadlocked in the management of the corporate affairs, the shareholders are unable to break the deadlock, and irreparable injury to the corporation is threatened or being suffered, or the business and affairs of the corporation can no longer be conducted to the advantage of the shareholders generally, because of the deadlock;  (b) The directors or those in control of the corporation have acted, are acting, or will act in a manner that is illegal, oppressive, or fraudulent;  (c) The shareholders are deadlocked in voting power and have failed, for a period that includes at least two consecutive annual meeting dates, to elect successors to directors whose terms have expired, and irreparable injury to the corporation is threatened or being suffered, or the business and affairs of the corporation can no longer be conducted to the advantage of the shareholders generally, because of the deadlock;  (d) The corporate assets are being misapplied or wasted; or  (e) The corporation has ceased all business activity and has failed, within a reasonable time, to dissolve, to liquidate its assets, or to distribute its remaining assets among its shareholders;  (3) In a proceeding by a creditor if it is established that:  (a) The creditor's claim has been reduced to judgment, the execution on the judgment was returned unsatisfied, and the corporation is insolvent; or  (b) The corporation has admitted in writing that the creditor's claim is due and owing and the corporation is insolvent; or  (4) In a proceeding by the corporation to have its voluntary dissolution continued under court supervision.[1995 c 47 § 3; 1993 c 290 § 3; 1989 c 165 § 163.] RCW 23B.14.310Judicial dissolution Procedure.  *** CHANGE IN 2006 *** (SEE 6596.SL) ***(1) Venue for any proceeding to dissolve a corporation brought by any party named in RCW 23B.14.300 lies in the county where a corporation's registered office is or was last located.  (2) It is not necessary to make shareholders or directors parties to a proceeding to dissolve a corporation unless relief is sought against them individually.  (3) A court in a proceeding brought to dissolve a corporation may issue injunctions, appoint a receiver or custodian pendente lite with all powers and duties the court directs, take other action required to preserve the corporate assets wherever located, and carry on the business of the corporation until a full hearing can be held.[1989 c 165 § 164.] RCW 23B.14.320Receivership or custodianship.  *** CHANGE IN 2006 *** (SEE 6596.SL) ***(1) A court in a judicial proceeding brought to dissolve a corporation may appoint one or more receivers to wind up and liquidate, or one or more custodians to manage, the business and affairs of the corporation. The court shall hold a hearing, after notifying all parties to the proceeding and any interested persons designated by the court, before appointing a receiver or custodian.   (2) The court may appoint an individual or a domestic or foreign corporation, authorized to transact business in this state, as a receiver or custodian. The court may require the receiver or custodian to post bond, with or without sureties, in an amount the court directs.  (3) The receiver or custodian may exercise all of the powers of the corporation, through or in place of its board of directors or officers, to the extent necessary to manage the affairs of the corporation in the best interests of its shareholders and creditors.  (4) The court, during a receivership, may redesignate the receiver a custodian, and during a custodianship may redesignate the custodian a receiver, if doing so is in the best interests of the corporation, its shareholders, and creditors.  (5) The court from time to time during the receivership or custodianship may order compensation paid and expense disbursements or reimbursements made to the receiver or custodian and counsel from the assets of the corporation or proceeds from the sale of the assets.[2004 c 165 § 40; 1989 c 165 § 165.]Notes:Purpose -- Captions not law -- 2004 c 165: See notes following RCW 7.60.005. RCW 23B.14.330Decree of dissolution Other orders, decrees, and injunctions Revenue clearance certificate.(1) If after a hearing the court determines that one or more grounds for judicial dissolution described in RCW 23B.14.300 exist, it may enter a decree dissolving the corporation and specifying the effective date of the dissolution, or, with or without ordering dissolution, may make such other orders and decrees and issue such injunctions in the case as justice and equity require.  (2) The court shall not enter or sign any decree of dissolution until it receives a copy of a revenue clearance certificate for the corporation issued pursuant to RCW 82.32.260.  (3) If the court enters a decree of dissolution, the petitioner or moving party shall deliver a certified copy of the decree and a copy of the revenue clearance certificate to the secretary of state, who shall file them. The court shall then direct the winding up and liquidation of the corporation's business and affairs in accordance with RCW 23B.14.050.[1995 c 47 § 4; 1989 c 165 § 166.] RCW 23B.14.340Survival of remedy after dissolution.  *** CHANGE IN 2006 *** (SEE 6596.SL) ***The dissolution of a corporation either: (1) By the filing by the secretary of state of its articles of dissolution, (2) by administrative dissolution by the secretary of state, (3) by a decree of court, or (4) by expiration of its period of duration shall not take away or impair any remedy available against such corporation, its directors, officers, or shareholders, for any right or claim existing, or any liability incurred, prior to such dissolution if action or other proceeding thereon is commenced within two years after the date of such dissolution. Any such action or proceeding against the corporation may be defended by the corporation in its corporate name.[1995 c 47 § 5; 1990 c 178 § 6; 1989 c 165 § 167.]Notes:Effective date -- 1990 c 178: See note following RCW 23B.01.220. RCW 23B.14.400Deposit with state treasurer.  *** CHANGE IN 2006 *** (SEE 6596.SL) ***Assets of a dissolved corporation that should be transferred to a creditor, claimant, or shareholder of the corporation who cannot be found or who is not competent to receive them may be reduced to cash and deposited with the state treasurer for safekeeping. If assets are transferred to the state treasurer, and if the creditor, claimant, or shareholder furnishes satisfactory proof of entitlement to the amount deposited, the state treasurer or other appropriate state official shall pay such person or such person's representative that amount.[1989 c 165 § 168.]

USA Statutes : washington