FINAL BILL REPORT

                 SHB 1253

                         C 102 L 98

                     Synopsis as Enacted

Brief Description:  Regulating naming of businesses.

Sponsors:  By House Committee on Government Administration (originally sponsored by Representatives Parlette, Costa, Sheahan, Sterk, Lantz, Skinner, Sherstad, Lambert, Gardner, D. Schmidt, Kenney and Wensman; by request of Secretary of State).

House Committee on Government Administration

Senate Committee on Law & Justice

Background:  A number of different types of artificial entities may be created in this state, including for-profit corporations and non-profit corporations.  Papers to create or incorporate these artificial entities are filed with the Secretary of State's office.  A foreign, or out-of-state, business entity transacting business in this state must file an application with the Secretary of State for a certificate of authority.

Each corporation doing business in the state must file the name and address of its registered agent with the Secretary of State.

Some types of artificial entities are authorized to reserve or register a name for itself.

Many statutes relating to different types of artificial entities that may be created in this state include prohibitions on using a name that is not distinguishable from the name of another artificial entity.  Some of these statutes include factors to determine if names are not distinguishable.  Some of these statutes permit the use of an undistinguishable name under certain limited circumstances.

Summary:  Statutes relating to various types of artificial entities are amended to provide common language relating to the use of a name. Provisions given common language include prohibiting the use of a name that is not distinguishable from the name of another artificial entity, identifying factors to determine if names are not distinguishable, reserving or registering names, and allowing the use of a name that is not distinguishable from another name under limited circumstances. 

These new provisions are inserted into the Washington Business Corporation Act and statutes relating to non-profit corporations, mutual cooperatives, limited liability partnerships, limited partnerships, and limited liability corporations.

Votes on Final Passage:

House940

Senate430

Effective:June 11, 1998