USA Washington

USA Statutes : washington
Title : Washington business corporation act
Chapter : General provisions
RCW 23B.01.590Public service companies entitled to deductions.The annual fee required to be paid to the Washington utilities and transportation commission by any public service corporation shall be deducted from the annual license fee provided in this title and the excess only shall be collected.  It shall be the duty of the commission to furnish to the secretary of state on or before July 1st of each year a list of all public service corporations with the amount of annual license fees paid to the commission for the current year.[1989 c 165 § 25.] RCW 23B.01.010Short title.This title shall be known and may be cited as the "Washington business corporation act."[1989 c 165 § 1.] RCW 23B.01.020Reservation of power to amend or repeal.The legislature has power to amend or repeal 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.[1989 c 165 § 2.] RCW 23B.01.200Filing requirements.(1) A record must satisfy the requirements of this section, and of 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 the circumstances under which the electronic filing of records shall be permitted and how such records shall be filed. These rules may also impose additional requirements related to implementation of electronic filing processes including but not limited to: File 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:  (a) By the chairperson of the board of directors of a domestic or foreign corporation, by its president, or by another of its officers;  (b) If directors have not been selected or the corporation has not been formed, by an incorporator; or  (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 prescribed 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 the filing.[2002 c 297 § 1; 1991 c 72 § 24; 1989 c 165 § 3.] RCW 23B.01.210Forms.The secretary of state may prescribe and furnish on request, forms for: (1) An application for a certificate of existence; (2) a foreign corporation's application for a certificate of authority to transact business in this state; (3) a foreign corporation's application for a certificate of withdrawal; (4) an initial report; (5) an annual report; and (6) such other forms not in conflict with this title as may be prescribed by the secretary of state. If the secretary of state so requires, use of these forms is mandatory.[1991 c 72 § 25; 1989 c 165 § 4.] RCW 23B.01.220Fees.(1) The secretary of state shall collect in accordance with the provisions of this title:  (a) Fees for filing records and issuing certificates;  (b) Miscellaneous charges;  (c) License fees as provided in RCW 23B.01.500 through 23B.01.550;  (d) Penalty fees; and  (e) Other fees as the secretary of state may establish by rule adopted under chapter 34.05 RCW.  (2) The secretary of state shall collect the following fees when the records described in this subsection are delivered for filing:  One hundred seventy-five dollars, pursuant to RCW 23B.01.520 and 23B.01.540, for:  (a) Articles of incorporation; and  (b) Application for certificate of authority.  (3) The secretary of state shall establish by rule, fees for the following:  (a) Application for reinstatement;  (b) Articles of correction;  (c) Amendment of articles of incorporation;  (d) Restatement of articles of incorporation, with or without amendment;  (e) Articles of merger or share exchange;  (f) Articles of revocation of dissolution;  (g) Application for amended certificate of authority;  (h) Application for reservation, registration, or assignment of reserved name;  (i) Corporation's statement of change of registered agent or registered office, or both, except where this information is provided in conjunction with and on an initial report or an annual report form filed under RCW 23B.01.530, 23B.01.550, 23B.02.050, or 23B.16.220;  (j) Agent's resignation, or statement of change of registered office, or both, for each affected corporation;  (k) Initial report; and  (l) Any record not listed in this subsection that is required or permitted to be filed under this title.  (4) Fees shall be adjusted by rule only in an amount that does not exceed the average biennial increase in the cost of providing service. This shall be determined in a biennial cost study performed by the secretary of state.  (5) The secretary of state shall not collect fees for:  (a) Agent's consent to act as agent;  (b) Agent's resignation, if appointed without consent;  (c) Articles of dissolution;  (d) Certificate of judicial dissolution;  (e) Application for certificate of withdrawal; and  (f) Annual report when filed concurrently with the payment of annual license fees.  (6) The secretary of state shall collect a fee in an amount established by the secretary of state by rule per defendant served, upon being served process under this title. The party to a proceeding causing service of process is entitled to recover this fee as costs if such party prevails in the proceeding.  (7) The secretary of state shall establish by rule and collect a fee from every person or organization:  (a) For furnishing a certified copy of any record, instrument, or paper relating to a corporation;  (b) For furnishing a certificate, under seal, attesting to the existence of a corporation, or any other certificate; and  (c) For furnishing copies of any record, instrument, or paper relating to a corporation, other than of an initial report or an annual report.  (8) For annual license fees for domestic and foreign corporations, see RCW 23B.01.500, 23B.01.510, 23B.01.530, and 23B.01.550. For penalties for nonpayment of annual license fees and failure to complete annual report, see RCW 23B.01.570.[2002 c 297 § 3; 1993 c 269 § 2; 1992 c 107 § 7; 1991 c 72 § 26; 1990 c 178 § 1; 1989 c 165 § 5.]Notes:Effective date -- 1993 c 269: See note following RCW 23.86.070.Effective dates -- 1992 c 107: See note following RCW 19.02.020.Effective date -- 1990 c 178: "This act shall take effect July 1, 1990." [1990 c 178 § 13.] RCW 23B.01.230Effective time and date of record.(1) Except as provided in subsection (2) of this section and RCW 23B.01.240(3), a record accepted for filing is effective on the date it is filed by the secretary of state and at the time on that date specified in the record. If no time is specified in the record, the record is effective at the close of business on the date it is filed by the secretary of state.  (2) If a record specifies a delayed effective time and date, the record becomes effective at the time and date specified. If a record specifies a delayed effective date but no time is specified, the record is effective at the close of business on that date. A delayed effective date for a record may not be later than the ninetieth day after the date it is filed.  (3) When a record is received for filing by the secretary of state in a form which complies with the requirements of this title and which would entitle the record to be filed on receipt, but the secretary of state's approval action occurs subsequent to the date of receipt, the secretary of state's filing date shall relate back to and be shown as the date on which the secretary of state first received the record in acceptable form.[2002 c 297 § 4; 1989 c 165 § 6.] RCW 23B.01.250Filing duty of secretary of state.(1) If a record delivered to the office of the secretary of state for filing satisfies the requirements of RCW 23B.01.200, the secretary of state shall file it.  (2)(a) The secretary of state files a record: (i) In the case of a record in a tangible medium, by stamping or otherwise endorsing "Filed," together with the secretary of state's name and official title and the date of filing, on both the original and the record copy; and (ii) in the case of an electronically transmitted record, by the electronic processes as may be prescribed by the secretary of state from time to time that result in the information required by (a)(i) of this subsection being permanently attached to or associated with such electronically transmitted record.  (b) After filing a record, the secretary of state shall deliver a record of the filing to the domestic or foreign corporation or its representative either: (i) In a written copy of the filing; or (ii) if the corporation has designated an address, location, or system to which the record may be electronically transmitted and the secretary of state elects to provide the record by electronic transmission, in an electronically transmitted record of the filing.  (3) If the secretary of state refuses to file a record, the secretary of state shall return it to the domestic or foreign corporation or its representative, together with a brief explanation of the reason for the refusal. The explanation shall be either: (a) In a written record or (b) if the corporation has designated an address, location, or system to which the explanation may be electronically transmitted and the secretary of state elects to provide the explanation by electronic transmission, in an electronically transmitted record.  (4) The secretary of state's duty to file records under this section is ministerial. Filing or refusal to file a record does not:  (a) Affect the validity or invalidity of the record in whole or part;  (b) Relate to the correctness or incorrectness of information contained in the record; or  (c) Create a presumption that the record is valid or invalid or that information contained in the record is correct or incorrect.[2002 c 297 § 6; 1989 c 165 § 8.] RCW 23B.01.260Judicial review of secretary of state's refusal to file a record.If the secretary of state refuses to file a record received by the office for filing, the person submitting the record, in addition to any other legal remedy which may be available, shall have the right to judicial review of such refusal pursuant to the provisions of chapter 34.05 RCW.[2002 c 297 § 7; 1989 c 165 § 9.] RCW 23B.01.270Evidentiary effect of copy of filed record.A certificate bearing the manual or facsimile signature of the secretary of state and the seal of the state, when attached to or located on a record or a copy of a record filed by the secretary of state, is conclusive evidence that the original record is on file with the secretary of state.[2002 c 297 § 8; 1989 c 165 § 10.] RCW 23B.01.280Certificate of existence or authorization.(1) Any person may apply to the secretary of state to furnish a certificate of existence for a domestic corporation or a certificate of authorization for a foreign corporation.  (2) A certificate of existence or authorization means that as of the date of its issuance:  (a) The domestic corporation is duly incorporated under the laws of this state, or that the foreign corporation is authorized to transact business in this state;  (b) All fees and penalties owed to this state under this title have been paid, if (i) payment is reflected in the records of the secretary of state, and (ii) nonpayment affects the existence or authorization of the domestic or foreign corporation;  (c) The corporation's initial report or its most recent annual report required by RCW 23B.16.220 has been delivered to the secretary of state; and  (d) Articles of dissolution or an application for withdrawal have not been filed by the secretary of state.  (3) A person may apply to the secretary of state to issue a certificate covering any fact of record.  (4) Subject to any qualification stated in the certificate, a certificate of existence or authorization issued by the secretary of state may be relied upon as conclusive evidence that the domestic or foreign corporation is in existence or is authorized to transact business in the corporate form in this state.[1991 c 72 § 27; 1989 c 165 § 11.] RCW 23B.01.300Powers.The secretary of state has the power reasonably necessary to perform the duties required of the secretary of state by this title, including adoption, amendment, or repeal of rules for the efficient administration of this title.[1989 c 165 § 13.] RCW 23B.01.400Definitions.Unless the context clearly requires otherwise, the definitions in this section apply throughout this title.  (1) "Articles of incorporation" include amended and restated articles of incorporation and articles of merger.  (2) "Authorized shares" means the shares of all classes a domestic or foreign corporation is authorized to issue.  (3) "Conspicuous" means so prepared that a reasonable person against whom the record is to operate should have noticed it. For example, printing in italics or boldface or contrasting color, or typing in capitals or underlined, is conspicuous.  (4) "Corporation" or "domestic corporation" means a corporation for profit, which is not a foreign corporation, incorporated under or subject to the provisions of this title.  (5) "Deliver" includes (a) mailing, (b) for purposes of delivering a demand, consent, notice, or waiver to the corporation or one of its officers, directors, or shareholders, transmission by facsimile equipment, and (c) for purposes of delivering a demand, consent, notice, or waiver to the corporation or one of its officers, directors, or shareholders under RCW 23B.01.410 or chapter 23B.07, 23B.08, 23B.11, 23B.13, 23B.14, or 23B.16 RCW delivery by electronic transmission.  (6) "Distribution" means a direct or indirect transfer of money or other property, except its own shares, or incurrence of indebtedness by a corporation to or for the benefit of its shareholders in respect to any of its shares. A distribution may be in the form of a declaration or payment of a dividend; a distribution in partial or complete liquidation, or upon voluntary or involuntary dissolution; a purchase, redemption, or other acquisition of shares; a distribution of indebtedness; or otherwise.  (7) "Effective date of notice" has the meaning provided in RCW 23B.01.410.  (8) "Electronic transmission" means an electronic communication (a) not directly involving the physical transfer of a record in a tangible medium and (b) that may be retained, retrieved, and reviewed by the sender and the recipient thereof, and that may be directly reproduced in a tangible medium by such a sender and recipient.  (9) "Electronically transmitted" means the initiation of an electronic transmission.  (10) "Employee" includes an officer but not a director. A director may accept duties that make the director also an employee.  (11) "Entity" includes a corporation and foreign corporation, not-for-profit corporation, business trust, estate, trust, partnership, limited liability company, association, joint venture, two or more persons having a joint or common economic interest, the state, United States, and a foreign governmental subdivision, agency, or instrumentality, or any other legal or commercial entity.  (12) "Execute," "executes," or "executed" means (a) signed with respect to a written record or (b) electronically transmitted along with sufficient information to determine the sender's identity with respect to an electronic transmission, or (c) with respect to a record to be filed with the secretary of state, in compliance with the standards for filing with the office of the secretary of state as prescribed by the secretary of state.  (13) "Foreign corporation" means a corporation for profit incorporated under a law other than the law of this state.  (14) "Foreign limited partnership" means a partnership formed under laws other than of this state and having as partners one or more general partners and one or more limited partners.  (15) "Governmental subdivision" includes authority, county, district, and municipality.  (16) "Includes" denotes a partial definition.  (17) "Individual" includes the estate of an incompetent or deceased individual.  (18) "Limited partnership" or "domestic limited partnership" means a partnership formed by two or more persons under the laws of this state and having one or more general partners and one or more limited partners.  (19) "Means" denotes an exhaustive definition.  (20) "Notice" has the meaning provided in RCW 23B.01.410.  (21) "Person" means an individual, corporation, business trust, estate, trust, partnership, limited liability company, association, joint venture, government, governmental subdivision, agency, or instrumentality, or any other legal or commercial entity.  (22) "Principal office" means the office, in or out of this state, so designated in the annual report where the principal executive offices of a domestic or foreign corporation are located.  (23) "Proceeding" includes civil suit and criminal, administrative, and investigatory action.  (24) "Public company" means a corporation that has a class of shares registered with the federal securities and exchange commission pursuant to section 12 or 15 of the securities exchange act of 1934, or section 8 of the investment company act of 1940, or any successor statute.  (25) "Record" means information inscribed on a tangible medium or contained in an electronic transmission.  (26) "Record date" means the date established under chapter 23B.07 RCW on which a corporation determines the identity of its shareholders and their shareholdings for purposes of this title. The determinations shall be made as of the close of business on the record date unless another time for doing so is specified when the record date is fixed.  (27) "Secretary" means the corporate officer to whom the board of directors has delegated responsibility under RCW 23B.08.400(3) for custody of the minutes of the meetings of the board of directors and of the shareholders and for authenticating records of the corporation.  (28) "Shares" means the units into which the proprietary interests in a corporation are divided.  (29) "Shareholder" means the person in whose name shares are registered in the records of a corporation or the beneficial owner of shares to the extent of the rights granted by a nominee certificate on file with a corporation.  (30) "State," when referring to a part of the United States, includes a state and commonwealth, and their agencies and governmental subdivisions, and a territory and insular possession, and their agencies and governmental subdivisions, of the United States.  (31) "Subscriber" means a person who subscribes for shares in a corporation, whether before or after incorporation.  (32) "Tangible medium" means a writing, copy of a writing, or facsimile, or a physical reproduction, each on paper or on other tangible material.  (33) "United States" includes a district, authority, bureau, commission, department, and any other agency of the United States.  (34) "Voting group" means all shares of one or more classes or series that under the articles of incorporation or this title are entitled to vote and be counted together collectively on a matter at a meeting of shareholders. All shares entitled by the articles of incorporation or this title to vote generally on the matter are for that purpose a single voting group.  (35) "Writing" does not include an electronic transmission.  (36) "Written" means embodied in a tangible medium.[2002 c 297 § 9; 2002 c 296 § 1; 2000 c 168 § 1; 1996 c 155 § 4; 1995 c 47 § 1. Prior: 1991 c 269 § 35; 1991 c 72 § 28; 1989 c 165 § 14.]Notes:Reviser's note: This section was amended by 2002 c 296 § 1 and by 2002 c 297 § 9, each without reference to the other. Both amendments are incorporated in the publication of this section under RCW 1.12.025(2). For rule of construction, see RCW 1.12.025(1). RCW 23B.01.410Notice.(1) Notice under this title must be provided in the form of a record, except that oral notice of any meeting of the board of directors may be given if expressly authorized by the articles of incorporation or bylaws.  (2) Permissible means of transmission.  (a) Oral notice. Oral notice may be communicated in person, by telephone, wire, or wireless equipment which does not transmit a facsimile of the notice, or by any electronic means which does not create a record. If these forms of oral notice are impracticable, oral notice may be communicated by radio, television, or other form of public broadcast communication.  (b) Notice provided in a tangible medium. Notice may be provided in a tangible medium and be transmitted by mail, private carrier, or personal delivery; telegraph or teletype; or telephone, wire, or wireless equipment which transmits a facsimile of the notice. If these forms of notice in a tangible medium are impracticable, notice in a tangible medium may be transmitted by an advertisement in a newspaper of general circulation in the area where published.  (c) Notice provided in an electronic transmission.  (i) Notice may be provided in an electronic transmission and be electronically transmitted.  (ii) Notice to shareholders or directors in an electronic transmission is effective only with respect to shareholders and directors that have consented, in the form of a record, to receive electronically transmitted notices under this title and designated in the consent the address, location, or system to which these notices may be electronically transmitted and with respect to a notice that otherwise complies with any other requirements of this title and applicable federal law.  (A) Notice to shareholders or directors for this purpose includes material that this title requires or permits to accompany the notice.  (B) A shareholder or director who has consented to receipt of electronically transmitted notices may revoke this consent by delivering a revocation to the corporation in the form of a record.  (C) The consent of any shareholder or director is revoked if (I) the corporation is unable to electronically transmit two consecutive notices given by the corporation in accordance with the consent, and (II) this inability becomes known to the secretary of the corporation, the transfer agent, or any other person responsible for giving the notice. The inadvertent failure by the corporation to treat this inability as a revocation does not invalidate any meeting or other action.  (iii) Notice to shareholders or directors who have consented to receipt of electronically transmitted notices may be provided by (A) posting the notice on an electronic network and (B) delivering to the shareholder or director a separate record of the posting, together with comprehensible instructions regarding how to obtain access to the posting on the electronic network.  (iv) Notice to a domestic or foreign corporation, authorized to transact business in this state, in an electronic transmission is effective only with respect to a corporation that has designated in a record an address, location, or system to which the notices may be electronically transmitted.  (3) Effective time and date of notice.  (a) Oral notice. Oral notice is effective when received.  (b) Notice provided in a tangible medium.  (i) Notice in a tangible medium, if in a comprehensible form, is effective at the earliest of the following:  (A) If expressly authorized by the articles of incorporation or bylaws, and if notice is sent to the person's address, telephone number, or other number appearing on the records of the corporation, when dispatched by telegraph, teletype, or facsimile equipment;  (B) When received;  (C) Except as provided in (b)(ii) of this subsection, five days after its deposit in the United States mail, as evidenced by the postmark, if mailed with first-class postage, prepaid and correctly addressed; or  (D) On the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee.  (ii) Notice in a tangible medium by a domestic or foreign corporation to its shareholder, if in a comprehensible form and correctly addressed to the shareholder's address shown in the corporation's current record of shareholders, is effective:  (A) When mailed, if mailed with first class postage prepaid; and  (B) When dispatched, if prepaid, by air courier.  (iii) Notice in a tangible medium to a domestic or foreign corporation, authorized to transact business in this state, may be addressed to the corporation's registered agent at its registered office or to the corporation or its secretary at its principal office shown in its most recent annual report, or in the case of a foreign corporation that has not yet delivered its annual report in its application for a certificate of authority.  (c) Notice provided in an electronic transmission. Notice provided in an electronic transmission, if in comprehensible form, is effective when it: (i) Is electronically transmitted to an address, location, or system designated by the recipient for that purpose; or (ii) has been posted on an electronic network and a separate record of the posting has been delivered to the recipient together with comprehensible instructions regarding how to obtain access to the posting on the electronic network.  (4) If this title prescribes notice requirements for particular circumstances, those requirements govern. If articles of incorporation or bylaws prescribe notice requirements, not inconsistent with this section or other provisions of this title, those requirements govern.[2002 c 297 § 10; 1991 c 72 § 29; 1990 c 178 § 2; 1989 c 165 § 15.]Notes:Effective date -- 1990 c 178: See note following RCW 23B.01.220. RCW 23B.01.500Domestic corporations Notice of due date for payment of annual license fee and filing annual report.Not less than thirty nor more than ninety days prior to July 1st of each year or to the expiration date of any staggered yearly license, the secretary of state shall mail to each domestic corporation, at its registered office within the state, by first-class mail, a notice that its annual license fee must be paid and its annual report must be filed as required by this title, and stating that if any domestic corporation shall fail to pay its annual license fee or to file its annual report it shall be dissolved and cease to exist. Failure of the secretary of state to mail any such notice shall not relieve a corporation from its obligations to pay the annual license fees and to file the annual reports required by this title.[1989 c 165 § 16.] RCW 23B.01.510Foreign corporations Notice of due date for payment of annual license fee and filing annual report.Not less than thirty nor more than ninety days prior to July 1st of each year or to the expiration date of any staggered yearly license, the secretary of state shall mail to each foreign corporation qualified to do business in this state, by first-class mail addressed to its registered office within this state, a notice that its annual license fee must be paid and its annual report must be filed as required by this title, and stating that if it shall fail to pay its annual license fee or to file its annual report its certificate of authority to transact business within this state may be revoked. Failure of the secretary of state to mail any such notice shall not relieve a corporation from its obligations to pay the annual license fees and to obtain or file the annual reports required by this title.[1990 c 178 § 3; 1989 c 165 § 17.]Notes:Effective date -- 1990 c 178: See note following RCW 23B.01.220. RCW 23B.01.520Domestic corporations Filing and initial license fees.Every domestic corporation, except one for which existing law provides a different fee schedule, shall pay for filing of its articles of incorporation and its first year's license a fee of one hundred seventy-five dollars.[1989 c 165 § 18.] RCW 23B.01.530Domestic corporations Inactive corporation defined Annual license fee.For the privilege of doing business, every corporation organized under the laws of this state, except the corporations for which existing law provides a different fee schedule, shall make and file a statement in the form prescribed by the secretary of state and shall pay an annual license fee each year following incorporation, on or before the expiration date of its corporate license, to the secretary of state. The secretary of state shall collect an annual license fee of ten dollars for each inactive corporation and fifty dollars for other corporations. As used in this section, "inactive corporation" means a corporation that certifies at the time of filing under this section that it did not engage in any business activities during the year ending on the expiration date of its corporate license.[1993 c 269 § 3; 1989 c 165 § 19.]Notes:Effective date -- 1993 c 269: See note following RCW 23.86.070. RCW 23B.01.540Foreign corporations Filing and license fees on qualification.A foreign corporation doing an intrastate business or seeking to do an intrastate business in the state of Washington shall qualify so to do in the manner prescribed in this title and shall pay for the privilege of so doing the filing and license fees prescribed in this title for domestic corporations, including the same fees as are prescribed in RCW 23B.01.520, for the filing of articles of incorporation of a domestic corporation.[1989 c 165 § 20.] RCW 23B.01.550Foreign corporations Annual license fees.All foreign corporations doing intrastate business, or hereafter seeking to do intrastate business in this state shall pay for the privilege of doing such intrastate business in this state the same fees as are prescribed by RCW 23B.01.530 for domestic corporations for annual license fees. All license fees shall be paid on or before the first day of July of each and every year or on the annual license expiration date as the secretary of state may establish under this title.[1989 c 165 § 21.] RCW 23B.01.560License fees for reinstated corporation.(1) A corporation seeking reinstatement shall pay the full amount of all annual corporation license fees which would have been assessed for the license years of the period of administrative dissolution had the corporation been in active status, plus a surcharge established by the secretary of state by rule, and the license fee for the year of reinstatement.  (2) The penalties herein established shall be in lieu of any other penalties or interest which could have been assessed by the secretary of state under the corporation laws or which, under those laws, would have accrued during any period of delinquency, dissolution, or expiration of corporate duration.[1993 c 269 § 4; 1989 c 165 § 22.]Notes:Effective date -- 1993 c 269: See note following RCW 23.86.070. RCW 23B.01.570Penalty for nonpayment of annual corporate license fees and failure to file a substantially complete annual report Payment of delinquent fees Rules.In the event any corporation, foreign or domestic, fails to file a full and complete initial report under RCW 23B.02.050(4) and 23B.16.220(3) or does business in this state without having paid its annual corporate license fee and without having filed a substantially complete annual report under RCW 23B.16.220(1) when either is due, there shall become due and owing the state of Washington a penalty as established by rule by the secretary.  A corporation organized under this title may at any time prior to its dissolution as provided in RCW 23B.14.200, and a foreign corporation qualified to do business in this state may at any time prior to the revocation of its certificate of authority as provided in RCW 23B.15.300, pay to the state of Washington its current annual license fee, provided it also pays an amount equal to all previously unpaid annual license fees plus the penalty established by rule by the secretary.[1994 c 287 § 6; 1991 c 72 § 30; 1989 c 165 § 23.] RCW 23B.01.580Waiver of penalty fees.The secretary of state may, where exigent or mitigating circumstances are presented, waive penalty fees due from any licensed corporation previously in good standing which would otherwise be penalized or lose its active status. Any corporation desiring to seek relief under this section shall, within fifteen days of discovery by corporate officials of the missed filing or lapse, notify the secretary of state in writing. The notification shall include the name and mailing address of the corporation, the corporate officer to whom correspondence should be sent, and a statement under oath by a responsible corporate officer, setting forth the nature of the missed filing or lapse, the circumstances giving rise to the missed filing or lapse, and the relief sought. Upon receipt of the notice, the secretary of state shall investigate the circumstances of the missed filing or lapse. If the secretary of state is satisfied that sufficient exigent or mitigating circumstances exist, that the corporation has demonstrated good faith and a reasonable attempt to comply with the applicable corporate license statutes of this state, the secretary of state may issue an order allowing relief from the penalty. If the secretary of state determines the request does not comply with the requirements for relief, the secretary of state shall deny the relief and state the reasons for the denial. Any denial of relief by the secretary of state is not reviewable notwithstanding the provisions of chapter 34.05 RCW.[1990 c 178 § 4; 1989 c 165 § 24.]Notes:Effective date -- 1990 c 178: See note following RCW 23B.01.220.

USA Statutes : washington