SENATE BILL REPORT

ESSB 6389

BYSenate Committee on Law & Justice (originally sponsored by Senators Nelson, Talmadge and Newhouse)

Revising the Washington business corporations act.

Senate Committee on Law & Justice

Senate Hearing Date(s):January 16, 1990

Majority Report:  That Substitute Senate Bill No. 6389 be substituted therefor, and the substitute bill do pass.

      Signed by Senators Nelson, Chairman; McCaslin, Vice Chairman; Hayner, Madsen, Newhouse, Niemi, Patrick, Rasmussen, Rinehart, Talmadge, Thorsness.

Senate Staff:Vicki E. Schur (786-7415)

                  February 8, 1990

AS PASSED SENATE, FEBRUARY 7, 1990

BACKGROUND:

In 1989, the Legislature adopted the Revised Model Business Corporations Act, which goes into effect on July 1, 1990.  The act, Chapter 23B RCW, replaces the current law, Chapter 23A RCW.  The act tracks national developments in corporate law and keeps Washington in line with other major commercial states in the country.

SUMMARY:

Technical amendments resolve ambiguities and simplify administration of the act.

The fee structure for corporate filings is amended to be consistent with current filing fees.  Corporations may change their registered agent or office on their annual report without incurring an additional fee.  Notice of annual license fees for foreign corporations will be sent to the corporation's registered office in Washington.

The Secretary of State may waive penalty fees when mitigating circumstances are presented; however, the Secretary of State has no discretion to administratively reinstate a dissolved corporation.

Dissolution procedures are consistent with current law.  The 60-day delay in notice to a delinquent corporation is deleted.  Affirmative causes of action do not survive dissolution; however, dissolved corporations retain the right to defend actions.

Notice to a corporation is effective when sent to the address or telephone number appearing on the current records of the corporation, if expressly authorized by the articles of incorporation or bylaws.  Otherwise, notice is effective when received.

Amendments to articles of incorporation which change shareholder voting requirements for approval of a merger or sale of assets not in the ordinary course of business must be approved by the greater of the vote required for (1) such a merger or sale of assets; or (2) an amendment to the articles of incorporation.

The corporate authorization of federally chartered banks, savings institutions, and similar corporations is treated as being outside the act, consistent with current law.

Technical corrections are made to correct erroneous cross references, delete redundant sections and restore language inadvertently deleted.

Appropriation:    none

Revenue:    none

Fiscal Note:      available

Senate Committee - Testified: P. Cameron DeVore, Washington State Bar Association Corporate Act Revision Committee