USA Washington

USA Statutes : washington
Title : Washington business corporation act
Chapter : Foreign corporations
RCW 23B.15.010Authority to transact business required.(1) Unless it is otherwise authorized to transact business pursuant to a state or federal statute, a foreign corporation may not transact business in this state until it obtains a certificate of authority from the secretary of state.  (2) The following activities, among others, do not constitute transacting business within the meaning of subsection (1) of this section:  (a) Maintaining or defending any action or suit or any administrative or arbitration proceeding, or effecting the settlement thereof or the settlement of claims or disputes;  (b) Holding meetings of the board of directors or shareholders or carrying on other activities concerning internal corporate affairs;  (c) Maintaining bank accounts, share accounts in savings and loan associations, custodian or agency arrangements with a bank or trust company, or stock or bond brokerage accounts;  (d) Maintaining offices or agencies for the transfer, exchange, and registration of the corporation's own securities or maintaining trustees or depositaries with respect to those securities;  (e) Selling through independent contractors;  (f) Soliciting or procuring orders, whether by mail or through employees or agents or otherwise, where the orders require acceptance outside this state before becoming binding contracts and where the contracts do not involve any local performance other than delivery and installation;  (g) Making loans or creating or acquiring evidences of debt, mortgages, or liens on real or personal property, or recording same;  (h) Securing or collecting debts or enforcing mortgages and security interests in property securing the debts;  (i) Owning, without more, real or personal property;  (j) Conducting an isolated transaction that is completed within thirty days and that is not one in the course of repeated transactions of a like nature;  (k) Transacting business in interstate commerce;   (l) Owning and controlling a subsidiary corporation incorporated in or transacting business within this state; or  (m) Operating an approved branch campus of a foreign degree-granting institution in compliance with chapter 28B.90 RCW and in accordance with RCW 23B.15.015.  (3) The list of activities in subsection (2) of this section is not exhaustive.[1993 c 181 § 11; 1990 c 178 § 7; 1989 c 165 § 169.]Notes:Effective date -- 1990 c 178: See note following RCW 23B.01.220. RCW 23B.15.020Consequences of transacting business without authority.(1) Unless it is otherwise authorized to transact business pursuant to a state or federal statute, a foreign corporation transacting business in this state without a certificate of authority may not maintain a proceeding in any court in this state until it obtains a certificate of authority.  (2) The successor to a foreign corporation that transacted business in this state without a certificate of authority and the assignee of a cause of action arising out of that business may not maintain a proceeding based on that cause of action in any court in this state until the foreign corporation or its successor obtains a certificate of authority.  (3) A court may stay a proceeding commenced by a foreign corporation, its successor, or assignee until it determines whether the foreign corporation or its successor requires a certificate of authority. If it so determines, the court may further stay the proceeding until the foreign corporation or its successor obtains the certificate.  (4) A foreign corporation which transacts business in this state without a certificate of authority is liable to this state, for the years or parts thereof during which it transacted business in this state without a certificate of authority, in an amount equal to all fees which would have been imposed by this title upon such corporation had it applied for and received a certificate of authority to transact business in this state as required by this title and thereafter filed all reports required by this title, plus all penalties imposed by this title for failure to pay such fees.  (5) Notwithstanding subsections (1) and (2) of this section, the failure of a foreign corporation to obtain a certificate of authority does not impair the validity of its corporate acts or prevent it from defending any proceeding in this state.[1990 c 178 § 8; 1989 c 165 § 170.]Notes:Effective date -- 1990 c 178: See note following RCW 23B.01.220. RCW 23B.15.030Application for certificate of authority.(1) A foreign corporation may apply for a certificate of authority to transact business in this state by delivering an application to the secretary of state for filing. The application must state:  (a) That the name of the foreign corporation meets the requirements stated in RCW 23B.15.060;  (b) The name of the state or country under whose law it is incorporated;  (c) Its date of incorporation and period of duration;  (d) The street address of its principal office;  (e) The street address of its registered office in this state and the name of its registered agent at that office, in accordance with RCW 23B.15.070; and  (f) The names and usual business addresses of its current directors and officers.  (2) The foreign corporation shall deliver with the completed application a certificate of existence, or a document of similar import, issued no more than sixty days before the date of the application and duly authenticated by the secretary of state or other official having custody of corporate records in the state or country under whose law it is incorporated.[1989 c 165 § 171.] RCW 23B.15.040Amended certificate of authority.(1) A foreign corporation authorized to transact business in this state must obtain an amended certificate of authority from the secretary of state if it changes:  (a) Its corporate name; or  (b) The period of its duration.  (2) A foreign corporation may apply for an amended certificate of authority by delivering an application to the secretary of state for filing that sets forth:  (a) The name of the foreign corporation and the name in which the corporation is authorized to transact business in Washington, if different;  (b) The name of the state or country under whose law it is incorporated;  (c) The date it was authorized to transact business in this state;  (d) A statement of the change or changes being made;  (e) In the event the change or changes include a name change to a name that does not meet the requirements of RCW 23B.15.060, a fictitious name for use in Washington, and a copy of the resolution of the board of directors, certified by the corporation's secretary, adopting the fictitious name; and  (f) A copy of the document filed in the state or country of incorporation showing that jurisdiction's "filed" stamp.[1991 c 72 § 38; 1989 c 165 § 172.] RCW 23B.15.050Effect of certificate of authority.(1) A certificate of authority authorizes the foreign corporation to which it is issued to transact business in this state subject, however, to the right of the state to revoke the certificate as provided in this title.  (2) A foreign corporation holding a valid certificate of authority shall have no greater rights and privileges than a domestic corporation of like character. Except as otherwise provided by this title, a foreign corporation is subject to the same duties, restrictions, penalties, and liabilities now or later imposed on a domestic corporation of like character.  (3) Except as otherwise provided in *chapter 23B.19 RCW, this title does not authorize this state to regulate the organization or internal affairs of a foreign corporation authorized to transact business in this state.[1989 c 165 § 173.]Notes:*Reviser's note: The reference to "sections 202 through 205 of this act" has been translated to "chapter 23B.19 RCW," dealing with significant business transactions. A literal translation would be "RCW 23B.900.010 through 23B.900.040" which appears to be erroneous. RCW 23B.15.060Corporate name of foreign corporation.(1) No certificate of authority shall be issued to a foreign corporation unless the corporate name of such corporation:  (a) Contains the word "corporation," "incorporated," "company," or "limited," or the abbreviation "corp.," "inc.," "co.," or "ltd.";  (b) Does not contain language stating or implying that the corporation is organized for a purpose other than that permitted by RCW 23B.03.010 and its articles of incorporation;  (c) Does not contain any of the following words or phrases: "Bank," "banking," "banker," "trust," "cooperative," or any combination of the words "industrial" and "loan," or any combination of any two or more words "building," "savings," "loan," "home," "association," and "society," or any other words or phrases prohibited by any statute of this state; and  (d) Except as authorized by subsections (4) and (5) of this section, is distinguishable upon the records of the secretary of state from:  (i) The corporate name of a corporation incorporated or authorized to transact business in this state;  (ii) A corporate name reserved or registered under chapter 23B.04 RCW;  (iii) The fictitious name adopted pursuant to subsection (3) of this section by a foreign corporation authorized to transact business in this state because its real name is unavailable;  (iv) The corporate name or reserved name of a not-for-profit corporation incorporated or authorized to conduct affairs in this state under chapter 24.03 RCW;  (v) The name or reserved name of a mutual corporation or miscellaneous corporation incorporated or authorized to do business under chapter 24.06 RCW;  (vi) The name or reserved name of a foreign or domestic limited partnership formed or registered under chapter 25.10 RCW;  (vii) The name or reserved name of any limited liability company organized or registered under chapter 25.15 RCW; and  (viii) The name or reserved name of any limited liability partnership registered under chapter 25.04 RCW.  (2) A name shall not be considered distinguishable under the same grounds as provided under RCW 23B.04.010.  (3) If the corporate name of a foreign corporation does not satisfy the requirements of subsection (1) of this section, the foreign corporation to obtain or maintain a certificate of authority to transact business in this state:  (a) May add the word "corporation," "incorporated," "company," or "limited," or the abbreviation "corp.," "inc.," "co.," or "ltd.," to its corporate name for use in this state; or  (b) May use a fictitious name to transact business in this state if its real name is unavailable and it delivers to the secretary of state for filing a copy of the resolution of its board of directors, certified by its secretary, adopting the fictitious name.  (4) A foreign corporation may apply to the secretary of state for authorization to use a name that is not distinguishable upon the records from one or more of the names described in subsection (1)(d) of this section. The secretary of state shall authorize use of the name applied for if:  (a) The other corporation, company, holder, limited liability partnership, or limited partnership consents to the use in writing and files with the secretary of state documents necessary to change its name or the name reserved or registered to a name that is distinguishable upon the records of the secretary of state from the name of the applying corporation; or  (b) The applicant delivers to the secretary of state a certified copy of the final judgment of a court of competent jurisdiction establishing the applicant's right to use the name applied for in this state.  (5) A foreign corporation may use in this state the name, including the fictitious name, of another domestic or foreign corporation that is used in this state if the other corporation is incorporated or authorized to transact business in this state and the foreign corporation:  (a) Has merged with the other corporation; or  (b) Has been formed by reorganization of the other corporation.  (6) If a foreign corporation authorized to transact business in this state changes its corporate name to one that does not satisfy the requirements of subsection (1) of this section, it may not transact business in this state under the changed name until it adopts a name satisfying such requirements and obtains an amended certificate of authority under RCW 23B.15.040.[1998 c 102 § 2; 1989 c 165 § 174.] RCW 23B.15.070Registered office and registered agent of foreign corporation.(1) Each foreign corporation authorized to transact business in this state must continuously maintain in this state:  (a) A registered office which may be, but need not be, the same as its place of business in this state. The registered office shall be at a specific geographic location in this state, and be identified by number, if any, and street, building address, or rural route, or, if a commonly known street or rural route address does not exist, by legal description. A registered office may not be identified by post office box number or other nongeographic address. For purposes of communicating by mail, the secretary of state may permit the use of a post office address in the same city as the registered office to be used in conjunction with the registered office address if the corporation also maintains on file the specific geographic address of the registered office where personal service of process may be made.  (b) A registered agent, who may be:  (i) An individual who resides in this state and whose business office is identical with the registered office;  (ii) A domestic corporation or not-for-profit domestic corporation whose business office is identical with the registered office;  (iii) A foreign corporation or foreign not-for-profit corporation authorized to transact business or conduct affairs in this state whose business office is identical with the registered office;  (iv) A domestic limited liability company whose business office is identical with the registered office; or  (v) A foreign limited liability company authorized to conduct affairs in this state whose business office is identical with the registered office.  (2) A registered agent shall not be appointed without having given prior consent in a record to the appointment. The consent shall be filed with the secretary of state in such form as the secretary of state may prescribe. The consent shall be filed with or as a part of the record first appointing a registered agent. In the event any individual, corporation, or limited liability company has been appointed agent without consent, that person, corporation, or limited liability company may file a notarized statement attesting to that fact, and the name shall forthwith be removed from the records.[2002 c 297 § 43; 1989 c 165 § 175.] RCW 23B.15.080Change of registered office or registered agent of foreign corporation.(1) A foreign corporation authorized to transact business in this state may change its registered office or registered agent by delivering to the secretary of state for filing a statement of change that sets forth:  (a) Its name;  (b) If the current registered office is to be changed, the street address of its new registered office;  (c) If the current registered agent is to be changed, the name of its new registered agent and the new agent's consent, either on the statement or attached to it in the manner and form as the secretary of state may prescribe, to the appointment; and  (d) That, after the change or changes are made, the street addresses of its registered office and the business office of its registered agent will be identical.  (2) If a registered agent changes the street address of the agent's business office, the registered agent may change the street address of the registered office of any foreign corporation for which the agent is the registered agent by notifying the corporation of the change either (a) in a record or (b) if the corporation has designated an address, location, or system to which the notices may be electronically transmitted and the registered agent electronically transmits the notice to the corporation at the designated address, location, or system, in an electronically transmitted record, and delivering to the secretary of state for filing a statement of change that complies with the requirements of subsection (1) of this section and recites that the corporation has been notified of the change.[2002 c 297 § 44; 1989 c 165 § 176.] RCW 23B.15.090Resignation of registered agent of foreign corporation.(1) The registered agent of a foreign corporation may resign as agent by signing and delivering to the secretary of state for filing a statement of resignation. The statement of resignation may include a statement that the registered office is also discontinued.  (2) After filing the statement, the secretary of state shall mail a copy of the statement to the foreign corporation at its principal office address shown in its most recent annual report, or in the application for certificate of authority if no annual report has been filed.  (3) The agency appointment is terminated, and the registered office discontinued if so provided, on the thirty-first day after the date on which the statement was filed.[1989 c 165 § 177.] RCW 23B.15.100Service on foreign corporation.(1) The registered agent appointed by a foreign corporation authorized to transact business in this state shall be an agent of such corporation upon whom any process, notice, or demand required or permitted by law to be served upon the corporation may be served.  (2) The secretary of state shall be an agent of a foreign corporation upon whom any process, notice, or demand may be served, if:  (a) The corporation is authorized to transact business in this state, and it fails to appoint or maintain a registered agent in this state, or its registered agent cannot with reasonable diligence be found at the registered office;  (b) The corporation's authority to transact business in this state has been revoked under RCW 23B.15.310; or  (c) The corporation has been authorized to transact business in this state and has withdrawn under RCW 23B.15.200.  (3) Service on the secretary of state of any such process, notice, or demand shall be made by delivering to and leaving with the secretary of state, or with any duly authorized clerk of the corporation department of the secretary of state's office, the process, notice, or demand. In the event any such process, notice, or demand is served on the secretary of state, the secretary of state shall immediately cause a copy thereof to be forwarded by certified mail, addressed to the secretary of the corporation at its principal office as shown on the records of the secretary of state. Any service so had on the secretary of state shall be returnable in not less than thirty days.  (4) The secretary of state shall keep a record of all processes, notices, and demands served upon the secretary of state under this section, and shall record therein the time of such service and the secretary of state's action with reference thereto.  (5) This section does not limit or affect the right to serve any process, notice, or demand, required or permitted by law to be served upon a corporation in any other manner now or hereafter permitted by law.[1989 c 165 § 178.] RCW 23B.15.200Withdrawal of foreign corporation.(1) A foreign corporation authorized to transact business in this state may not withdraw from this state until it obtains a certificate of withdrawal from the secretary of state.  (2) A foreign corporation authorized to transact business in this state may apply for a certificate of withdrawal by delivering an application to the secretary of state for filing. The application must be accompanied by a copy of a revenue clearance certificate issued pursuant to RCW 82.32.260, and must set forth:  (a) The name of the foreign corporation and the name of the state or country under whose law it is incorporated;  (b) That it is not transacting business in this state and that it surrenders its authority to transact business in this state;  (c) That it revokes the authority of its registered agent to accept service on its behalf and appoints the secretary of state as its agent for service of process in any proceeding based on a cause of action arising during the time it was authorized to transact business in this state;  (d) A mailing address to which the secretary of state may mail a copy of any process served on the secretary of state under (c) of this subsection; and  (e) A commitment to notify the secretary of state in the future of any change in its mailing address.  (3) After the withdrawal of the corporation is effective, service of process on the secretary of state under RCW 23B.15.100 is service on the foreign corporation.[1989 c 165 § 179.] RCW 23B.15.300Revocation Grounds.The secretary of state may revoke the certificate of authority of a foreign corporation authorized to transact business in this state if:  (1) The foreign corporation does not deliver its completed initial report or annual report to the secretary of state when it is due;  (2) The foreign corporation does not pay any license fees or penalties, imposed by this title, when they become due;  (3) The foreign corporation is without a registered agent or registered office in this state;  (4) The foreign corporation does not inform the secretary of state under RCW 23B.15.080 or 23B.15.090 that its registered agent or registered office has changed, that its registered agent has resigned, or that its registered office has been discontinued;  (5) An incorporator, director, officer, or agent of the foreign corporation signed a document knowing it was false in any material respect with intent that the document be delivered to the secretary of state for filing; or  (6) The secretary of state receives a duly authenticated certificate from the secretary of state or other official having custody of corporate records in the state or country under whose law the foreign corporation is incorporated stating that it has been dissolved or disappeared as the result of a merger.[1991 c 72 § 39; 1990 c 178 § 9; 1989 c 165 § 180.]Notes:Effective date -- 1990 c 178: See note following RCW 23B.01.220. RCW 23B.15.310Revocation Procedure and effect.(1) If the secretary of state determines that one or more grounds exist under RCW 23B.15.300 for revocation of a certificate of authority, the secretary of state shall give the foreign corporation written notice of the determination by first-class mail, postage prepaid.  (2) If the foreign corporation does not correct each ground for revocation 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 revoke the foreign corporation's certificate of authority by signing a certificate of revocation that recites the ground or grounds for revocation and its effective date. The secretary of state shall file the original of the certificate and mail a copy to the foreign corporation.  (3) The authority of a foreign corporation to transact business in this state ceases on the date shown on the certificate revoking its certificate of authority.  (4) The secretary of state's revocation of a foreign corporation's certificate of authority appoints the secretary of state the foreign corporation's agent for service of process in any proceeding based on a cause of action which arose during the time the foreign corporation was authorized to transact business in this state. Service of process on the secretary of state under RCW 23B.15.100 is service on the foreign corporation.  (5) Revocation of a foreign corporation's certificate of authority does not terminate the authority of the registered agent of the corporation.[1989 c 165 § 181.]

USA Statutes : washington