HOUSE OF REPRESENTATIVES

                      Olympia, Washington

Bill Analysis      Bill No. SB 5063

                                           (See HB 1251)

Clarifying naming conventions/corps/units of govt         Public Hrg: 3/28/97 

Brief Title

Senators Roach/Haugen/Johnson                   Staff Contact: S. Lundin

Sponsor   (Sec. of State Req.)                  Comm. on Govt. Admin.

                                           Phone: 786-7127

BACKGROUND:

A number of different types of artificial entities may be created in this Washington 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, corporation 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.

Many statutes relating to different types of artificial entities that may be created in this state include provisions prohibiting the use of names for an artificial entity that is not distinguishable from the name of another artificial entity.

The secretary of state is authorized under the Washington Business Corporation Act to provide for the administrative dissolution of corporations on a variety of grounds, including the failure to pay license fees, the failing to register its agent, or the failure to file an annual report.

SUMMARY:

Any local unit of government, the state of Washington, or any state agency or department may apply to the secretary of state to administratively dissolve, or revoke the certificate of authority for, any corporation using a name that is not distinguishable from the name of the applicant.  If the name is not distinguishable, the secretary of state institutes proceedings to administratively dissolve the corporation.

Continued

SB 5063 - Page 2

Factors are established to determine if names are not distinguishable.  A name is not distinguishable as the result of: (1) A variation of the term Acounty@, Acity@, Atown@, Adistrict@, or Adepartment@, or a variation in the order of such a term; (2) use of the term Acorporation@, Aincorporated@, Acompany@, Alimited@, or the abbreviation Acorp.@, Ainc.@, Aco.@, or Altd.@; (3) the addition or deletion of an article or conjunction; (4) punctuation, capitalization, or special characters or symbols in the same name; or (5) use of an abbreviation or the plural form of a word in the same name.  Examples are provided of similar names that are not distinguishable and similar names that are distinguishable.

If the corporation named in the application was incorporated or certified before the applicant was formed, these provisions only apply if the applicant provides a certified copy of a final judgement by a court of competent jurisdiction determining that the applicant holds a superior property right to the name than the corporation.

These provisions are referenced in laws relating to non-profit corporations, mutual corporations, corporations sole, fraternal societies, agricultural processing and marketing associations, granges, and cooperative associations.

FISCAL NOTE:  Not requested.

EFFECTIVE DATE:  Ninety days after adjournment of session in which bill is passed.