AN ACT Relating to
electronic filing and registration; amending RCW 19.09.020, 19.09.075,
19.09.279, 24.03.005, 24.03.145, 24.03.175, 24.03.183, 24.03.200, 24.03.245,
24.03.325, 24.03.330, 24.03.375, 25.15.020, 25.15.085, 25.15.095, 25.15.325,
and 43.07.170; adding new sections to chapter 24.03 RCW; adding a new section
to chapter 25.15 RCW; and creating a new section.
BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF
WASHINGTON:
Sec. 1. RCW 19.09.020 and 1993 c
471 s 1 are each amended to read as follows:
When used in this
chapter, unless the context otherwise requires:
(1) A "bona fide
officer or employee" of a charitable organization is one (a) whose conduct
is subject to direct control by such organization; (b) who does not act in the
manner of an independent contractor in his or her relation with the
organization; and (c) whose compensation is not computed on funds raised or to
be raised.
(2) "Charitable
organization" means any entity that solicits or collects contributions
from the general public where the contribution is or is purported to be used to
support a charitable activity, but does not include any commercial fund raiser
or commercial fund-raising entity as defined in this section.
"Charitable" (a) is not limited to its common law meaning unless the
context clearly requires a narrower meaning; (b) does not include religious or
political activities; and (c) includes, but is not limited to, educational,
recreational, social, patriotic, legal defense, benevolent, and health causes.
(3)
"Compensation" means salaries, wages, fees, commissions, or any other
remuneration or valuable consideration.
(4)
"Contribution" means the payment, donation, promise, or grant,
for consideration or otherwise, of any money or property of any kind or value
which contribution is wholly or partly induced by a solicitation. Reference to
dollar amounts of "contributions" or "solicitations" in
this chapter means in the case of payments or promises to pay for merchandise
or rights of any description, the value of the total amount paid or promised to
be paid for such merchandise or rights less the reasonable purchase price to
the charitable organization of any such tangible merchandise, rights, or
services resold by the organization, and not merely that portion of the
purchase price to be applied to a charitable purpose.
(5) "Cost of
solicitation" means and includes all direct and indirect costs,
expenditures, debts, obligations, salaries, wages, commissions, fees, or other
money or thing of value paid or incurred in making a solicitation. Cost of
solicitation does not include the reasonable purchase price to the charitable
organization of any tangible goods or services resold by the organization as a
part of its fund raising activities.
(6) "Entity"
means an individual, organization, group, association, partnership,
corporation, agency or unit of state government, or any combination thereof.
(7) "General
public" or "public" means any individual located in Washington
state without a membership or other official relationship with a charitable
organization before a solicitation by the charitable organization.
(8) "Commercial
fund raiser" or "commercial fund-raising entity" means any
entity that for compensation or other consideration within this state directly
or indirectly solicits or receives contributions for or on behalf of any
charitable organization or charitable purpose, or that is engaged in the
business of or is held out to persons in this state as independently engaged in
the business of soliciting or receiving contributions for such purposes.
However, the following shall not be deemed a commercial fund raiser or
"commercial fund-raising entity": (a) Any entity that provides
fund-raising advice or consultation to a charitable organization within this
state but neither directly nor indirectly solicits or receives any contribution
for or on behalf of any such charitable organization; and (b) a bona fide
officer or other employee of a charitable organization.
(9)
"Membership" means that for the payment of fees, dues, assessments,
etc., an organization provides services and confers a bona fide right,
privilege, professional standing, honor, or other direct benefit, in addition
to the right to vote, elect officers, or hold office. The term
"membership" does not include those persons who are granted a
membership upon making a contribution as the result of solicitation.
(10) "Other
employee" of a charitable organization means any person (a) whose conduct
is subject to direct control by such organization; (b) who does not act in the
manner of any independent contractor in his or her relation with the organization;
and (c) who is not engaged in the business of or held out to persons in this
state as independently engaged in the business of soliciting contributions for
charitable or religious purposes.
(11) "Parent
organization" means that part of a charitable organization that
coordinates, supervises, or exercises control over policy, fund raising, or
expenditures, or assists or advises one or more related foundations, supporting
organizations, chapters, branches, or affiliates of such organization in the state
of Washington.
(12) "Political
activities" means those activities subject to chapter 42.17 RCW or the
Federal Elections Campaign Act of 1971, as amended.
(13) "Religious
activities" means those religious, evangelical, or missionary activities
under the direction of a religious organization duly organized and operating in
good faith that are entitled to receive a declaration of current tax exempt
status for religious purposes from the United States government and the duly
organized branches or chapters of those organizations.
(14)
"Secretary" means the secretary of state.
(15) "Signed"
means hand-written, or, if the secretary adopts rules facilitating electronic
filing that pertain to this chapter, in the manner prescribed by those rules.
(16) "Solicitation"
means any oral or written request for a contribution, including the solicitor's
offer or attempt to sell any property, rights, services, or other thing in
connection with which:
(a) Any appeal is made
for any charitable purpose; or
(b) The name of any
charitable organization is used as an inducement for consummating the sale; or
(c) Any statement is
made that implies that the whole or any part of the proceeds from the sale will
be applied toward any charitable purpose or donated to any charitable
organization.
The solicitation shall
be deemed completed when made, whether or not the person making it receives any
contribution or makes any sale.
Bingo activities,
raffles, and amusement games conducted under chapter 9.46 RCW and applicable
rules of the Washington state gambling commission are specifically excluded and
shall not be deemed a solicitation under this chapter.
Sec. 2. RCW 19.09.075 and 1993 c
471 s 3 are each amended to read as follows:
An application for
registration as a charitable organization shall be submitted in the form
prescribed by rule by the secretary, containing, but not limited to, the
following:
(1) The name, address,
and telephone number of the charitable organization;
(2) The name(s) under
which the organization will solicit contributions;
(3) The name, address,
and telephone number of the officers of or persons accepting responsibility for
the organization;
(4) The names of the
three officers or employees receiving the greatest amount of compensation from
the organization;
(5) The purpose of the
organization;
(6)(a) Whether the
organization is exempt from federal income tax; and if so the organization
shall attach to its application a copy of the letter by which the internal
revenue service granted such status; and
(b) The name and
address of the entity that prepares, reviews, or audits the financial statement
of the organization;
(7) A solicitation
report of the organization for the preceding accounting year including:
(a) The number and
types of solicitations conducted;
(b) The total dollar
value of support received from solicitations and from all other sources
received on behalf of the charitable purpose of the charitable organization;
(c) The total amount of
money applied to charitable purposes, fund raising costs, and other expenses;
(d) The name, address,
and telephone number of any commercial fund raiser used by the organization;
(8) An irrevocable
appointment of the secretary to receive service of process in noncriminal
proceedings as provided in RCW 19.09.305; and
(9) The total revenue
of the preceding fiscal year.
The solicitation report
required to be submitted under subsection (7) of this section shall be in the
form prescribed by rule by the secretary, or as agreed to by the secretary and
a charitable organization or a group of charitable organizations. A
consolidated application for registration may, at the option of the charitable
organization, be submitted by a parent organization for itself and any or all
of its related foundations, supporting organizations, chapters, branches, or
affiliates in the state of Washington.
The application shall
be signed by the president, treasurer, or comparable officer of the
organization ((whose signature shall be notarized)). The application
shall be submitted with a nonrefundable filing fee which shall be in an amount
to be established by the secretary by rule. In determining the amount of this
application fee, the secretary may consider factors such as the entity's annual
budget and its federal income tax status. If the secretary determines that the
application is complete, the application shall be filed and the applicant deemed
registered.
The secretary shall
notify the director of veterans' affairs upon receipt of an application for
registration as a charitable organization from an entity that purports to raise
funds to benefit veterans of the United States military services. The director
of veterans' affairs may advise the secretary and the attorney general of any
information, reports, or complaints regarding such an organization.
Sec. 3. RCW 19.09.279 and 1993 c
471 s 21 are each amended to read as follows:
(1) The ((attorney
general)) secretary may assess against any person or organization
who violates this chapter, or any rule adopted under this chapter, a civil
penalty of not more than one thousand dollars for each violation.
(2) Such person or
organization shall be afforded the opportunity for a hearing, upon request made
to the ((attorney general)) secretary within thirty days after
the date of issuance of the notice of assessment. The hearing shall be
conducted in accordance with chapter 34.05 RCW.
(3) If any person fails
to pay an assessment after it has become a final and unappealable order, or
after the court has entered final judgment in favor of the state, the attorney
general may recover the amount assessed by action in the appropriate superior
court. In such action, the validity and appropriateness of the final order
imposing the penalty shall not be subject to review.
Sec. 4. RCW 24.03.005 and 1989 c
291 s 3 are each amended to read as follows:
As used in this chapter,
unless the context otherwise requires, the term:
(1)
"Corporation" or "domestic corporation" means a corporation
not for profit subject to the provisions of this chapter, except a foreign
corporation.
(2) "Foreign
corporation" means a corporation not for profit organized under laws other
than the laws of this state.
(3) "Not for
profit corporation" or "nonprofit corporation" means a
corporation no part of the income of which is distributable to its members,
directors or officers.
(4) "Articles of
incorporation" and "articles" mean the original articles of
incorporation and all amendments thereto, and includes articles of merger and
restated articles.
(5) "Bylaws"
means the code or codes of rules adopted for the regulation or management of
the affairs of the corporation irrespective of the name or names by which such
rules are designated.
(6) "Member"
means an individual or entity having membership rights in a corporation in
accordance with the provisions of its articles or incorporation or bylaws.
(7) "Board of
directors" means the group of persons vested with the management of the
affairs of the corporation irrespective of the name by which such group is
designated in the articles or bylaws.
(8)
"Insolvent" means inability of a corporation to pay debts as they
become due in the usual course of its affairs.
(9) "Duplicate
originals" means two copies, original or otherwise, each with original
signatures, or one original with original signatures and one copy thereof.
(10) "Conforms to
law" as used in connection with duties of the secretary of state in
reviewing documents for filing under this chapter, means the secretary of state
has determined that the document complies as to form with the applicable
requirements of this chapter.
(11) "Effective
date" means, in connection with a document filing made by the secretary of
state, the date which is shown by affixing a "filed" stamp on the
documents. When a document is received for filing by the secretary of state in
a form which complies with the requirements of this chapter and which would
entitle the document to be filed immediately upon 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 the date on which the secretary of
state first received the document in acceptable form. An applicant may request
a specific effective date no more than thirty days later than the receipt date
which might otherwise be applied as the effective date.
(12) "Executed by
an officer of the corporation," or words of similar import, means that any
document signed by such person shall be and is signed by that person under
penalties of perjury and in an official and authorized capacity on behalf of
the corporation or person making the document submission with the secretary of
state and, for the purpose of documents filed electronically with the
secretary of state, in compliance with the rules adopted by the secretary of
state for electronic filing.
(13) "An officer
of the corporation" means, in connection with the execution of documents
submitted for filing with the secretary of state, the president, a vice
president, the secretary, or the treasurer of the corporation.
(14) "Public
benefit not for profit corporation" or "public benefit nonprofit
corporation" means a corporation no part of the income of which is
distributable to its members, directors, or officers and that holds a current
tax exempt status as provided under 26 U.S.C. Sec. 501(c)(3) or is specifically
exempted from the requirement to apply for its tax exempt status under 26
U.S.C. Sec. 501(c)(3).
NEW SECTION. Sec.
5. A new section is added
to chapter 24.03 RCW to read as follows:
Standards for
Electronic Filing. The secretary of state may adopt rules to facilitate
electronic filing. The rules will detail the circumstances under which the
electronic filing of documents will be permitted, how the documents will be
filed, and how the secretary of state will return filed documents. The rules
may also impose additional requirements related to implementation of electronic
filing processes, including but not limited to file formats, signature
technologies, delivery, and the types of entities, records, or documents
permitted.
NEW SECTION. Sec.
6. A new section is added
to chapter 24.03 RCW to read as follows:
Documents Submitted for
Filing‑-Exact or Conformed Copies. A document submitted to the secretary
of state for filing under this chapter must be accompanied by an exact or
conformed copy of the document, unless the secretary of state provides by rule
that an exact or conformed copy is not required.
Sec. 7. RCW 24.03.145 and 1982 c
35 s 83 are each amended to read as follows:
((Duplicate
originals of)) The articles of incorporation shall be delivered to
the secretary of state. If the secretary of state finds that the articles of
incorporation conform to law, the secretary of state shall, when all fees have
been paid as in this chapter prescribed:
(1) Endorse on ((each
of such duplicate originals)) the articles the word
"Filed" and the effective date of the filing ((thereof)).
(2) File ((one of
such duplicate originals)) the articles.
(3) Issue a certificate
of incorporation ((to which the other duplicate original shall be affixed)).
The certificate of
incorporation together with ((the duplicate original)) an exact or
conformed copy of the articles of incorporation ((affixed thereto by the
secretary of state, shall)) will be returned to the incorporators or
their representative.
Sec. 8. RCW 24.03.175 and 1982 c
35 s 86 are each amended to read as follows:
((Duplicate
originals of)) The articles of amendment shall be delivered to the
secretary of state. If the secretary of state finds that the articles of
amendment conform to law, the secretary of state shall, when all fees have been
paid as in this chapter prescribed:
(1) Endorse on ((each
of such duplicate originals)) the articles the word
"Filed," and the effective date of the filing ((thereof)).
(2) File ((one of
such duplicate originals)) the articles.
(((3) Issue a
certificate of amendment to which the other duplicate original shall be
affixed.))
The ((certificate of
amendment, together with the duplicate original)) exact or conformed
copy of the articles of amendment bearing the filing endorsement
affixed thereto by the secretary of state, shall be returned to the corporation
or its representative.
Sec. 9. RCW 24.03.183 and 1986 c
240 s 29 are each amended to read as follows:
A domestic corporation
may at any time restate its articles of incorporation by a resolution adopted
by the board of directors. A corporation may amend and restate in one
resolution, but may not present the amendments and restatement for filing by
the secretary in a single document. Separate articles of amendment, under RCW
24.03.165 and articles of restatement, under this section, must be presented
notwithstanding the corporation's adoption of a single resolution of amendment
and restatement.
Upon the adoption of
the resolution, restated articles of incorporation shall be executed in
duplicate by the corporation by one of its officers. The restated articles
shall set forth all of the operative provisions of the articles of
incorporation together with a statement that the restated articles of
incorporation correctly set forth without change the provisions of the articles
of incorporation as amended and that the restated articles of incorporation
supersede the original articles of incorporation and all amendments thereto.
((Duplicate
originals of)) The restated articles of incorporation shall be delivered
to the secretary of state. If the secretary of state finds that the restated
articles of incorporation conform to law, the secretary of state shall, when
all fees required by this title have been paid:
(1) Endorse on ((each
duplicate original)) the articles the word "Filed" and the
date of the filing ((thereof));
(2) File ((one
duplicate original; and
(3) Issue a restated
certificate of incorporation, to which the other duplicate original shall be
affixed)) the restated
articles.
((The restated certificate
of incorporation, together with the duplicate original)) An exact or
conformed copy of the restated articles of incorporation bearing the
endorsement affixed thereto by the secretary of state, shall be returned to
the corporation or its representative.
Upon the filing of the
restated articles of incorporation by the secretary of state, the restated
articles of incorporation shall become effective and shall supersede the
original articles of incorporation and all amendments thereto.
Sec. 10. RCW 24.03.200 and 1986 c
240 s 33 are each amended to read as follows:
(1) Upon such approval,
articles of merger or articles of consolidation shall be executed ((in
duplicate)) by each corporation by an officer of each corporation, and
shall set forth:
(a) The plan of merger
or the plan of consolidation;
(b) Where the members
of any merging or consolidating corporation have voting rights, then as to each
such corporation (i) a statement setting forth the date of the meeting of
members at which the plan was adopted, that a quorum was present at such
meeting, and that such plan received at least two-thirds of the votes which
members present at such meeting or represented by proxy were entitled to cast,
or (ii) a statement that such amendment was adopted by a consent in writing
signed by all members entitled to vote with respect thereto;
(c) Where any merging
or consolidating corporation has no members, or no members having voting
rights, then as to each such corporation a statement of such fact, the date of
the meeting of the board of directors at which the plan was adopted and a
statement of the fact that such plan received the vote of a majority of the
directors in office.
(2) ((Duplicate
originals of)) The articles of merger or articles of consolidation
shall be delivered to the secretary of state. If the secretary of state finds
that such articles conform to law, the secretary of state shall, when all fees
have been paid as in this chapter prescribed:
(a) Endorse on ((each
of such duplicate originals)) the articles of merger or consolidation
the word "Filed," and the date of the filing ((thereof));
(b) File ((one of
such duplicate originals; and
(c) Issue a
certificate)) the articles
of merger or ((a certificate of)) consolidation ((to which the other
duplicate original shall be affixed)).
((The certificate of
merger or certificate of consolidation, together with the duplicate original))
An exact or conformed copy of the articles of merger or articles of
consolidation bearing the filing endorsement affixed thereto by the
secretary of state, shall be returned to the surviving or new corporation, as
the case may be, or its representative.
Sec. 11. RCW 24.03.245 and 1982 c
35 s 94 are each amended to read as follows:
((Duplicate
originals of such)) Articles of dissolution shall be delivered to
the secretary of state. If the secretary of state finds that such articles of
dissolution conform to law, the secretary of state shall, when all requirements
have been met as in this chapter prescribed:
(1) Endorse on ((each
of such duplicate originals)) the articles of dissolution the word
"Filed," and the effective date of the filing ((thereof)).
(2) File ((one of
such duplicate originals.
(3) Issue a
certificate)) the articles
of dissolution ((to which the other duplicate original shall be affixed)).
The ((certificate))
exact or conformed copy of the articles of dissolution, ((together
with the duplicate original of the articles of dissolution)) bearing the
filing endorsement affixed thereto by the secretary of state, shall be
returned to the representative of the dissolved corporation. Upon the filing
of such articles of dissolution the existence of the corporation shall cease, except
for the purpose of suits, other proceedings and appropriate corporate action by
members, directors and officers as provided in this chapter.
Sec. 12. RCW 24.03.325 and 1986 c
240 s 45 are each amended to read as follows:
A foreign corporation,
in order to procure a certificate of authority to conduct affairs in this
state, shall make application therefor to the secretary of state, which
application shall set forth:
(1) The name of the
corporation and the state or country under the laws of which it is
incorporated.
(2) If the name of the
corporation contains the word "corporation," "company,"
"incorporated," or "limited," or contains an abbreviation
of one of such words, then the name of the corporation which it elects for use
in this state.
(3) The date of
incorporation and the period of duration of the corporation.
(4) The address of the
principal office of the corporation.
(5) A statement that a
registered agent has been appointed and the name and address of such agent, and
that a registered office exists and the address of such registered office is
identical to that of the registered agent.
(6) The purpose or
purposes of the corporation which it proposes to pursue in conducting its
affairs in this state.
(7) The names and
respective addresses of the directors and officers of the corporation.
(8) Such additional
information as may be necessary or appropriate in order to enable the secretary
of state to determine whether such corporation is entitled to a certificate of
authority to conduct affairs in this state.
The application shall
be made in the form prescribed by the secretary of state and shall be executed
((in duplicate)) by the corporation by one of its officers.
The application shall
be accompanied by a certificate of good standing which has been issued no more
than sixty days before the date of filing of the application for a certificate
of authority to do business in this state and has been certified to by the
proper officer of the state or country under the laws of which the corporation
is incorporated.
Sec. 13. RCW 24.03.330 and 1986 c
240 s 46 are each amended to read as follows:
((Duplicate
originals of)) The application of the corporation for a certificate
of authority shall be delivered to the secretary of state.
If the secretary of
state finds that such application conforms to law, the secretary of state
shall, when all fees have been paid as in this chapter prescribed:
(1) Endorse on each of
such documents the word "Filed," and the date of the filing ((thereof)).
(2) File ((one of
such duplicate originals of)) the application and the copy of the articles
of incorporation and amendments thereto.
(3) Issue a certificate
of authority to conduct affairs in this state ((to which the other duplicate
original application shall be affixed)).
((The certificate of
authority, together with the duplicate original)) An exact or conformed
copy of the application bearing the filing endorsement affixed
thereto by the secretary of state, shall be returned to the corporation or its
representative.
Sec. 14. RCW 24.03.375 and 1982 c
35 s 105 are each amended to read as follows:
((Duplicate
originals of such)) An application for withdrawal shall be delivered
to the secretary of state. If the secretary of state finds that such
application conforms to the provisions of this chapter, the secretary of state
shall, when all requirements have been met as in this chapter prescribed:
(1) Endorse on ((each
of such duplicate originals)) the application the word
"Filed," and the effective date of the filing ((thereof)).
(2) File ((one of
such duplicate originals.
(3) Issue a
certificate of)) the
application for withdrawal ((to which the other duplicate original shall
be affixed)).
((The certificate of
withdrawal, together with the duplicate original)) An exact or conformed
copy of the application for withdrawal bearing the filing endorsement
affixed thereto by the secretary of state, shall be returned to the corporation
or its representative. Upon the filing of such application of withdrawal, the
authority of the corporation to conduct affairs in this state shall cease.
NEW SECTION. Sec.
15. A new section is added
to chapter 25.15 RCW to read as follows:
Standards for
Electronic Filing. The secretary of state may adopt rules to facilitate
electronic filing. The rules will detail the circumstances under which the
electronic filing of documents will be permitted, how the documents will be
filed, and how the secretary of state will return filed documents. The rules
may also impose additional requirements related to implementation of electronic
filing processes, including but not limited to file formats, signature
technologies, delivery, and the types of entities, records, or documents
permitted.
Sec. 16. RCW 25.15.020 and 1996 c
231 s 6 are each amended to read as follows:
(1) Each limited
liability company shall continuously maintain in this state:
(a) A registered
office, which may but need not be a place of its 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, or 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)) in conjunction with the registered
office address if the limited liability company also maintains on file the
specific geographic address of the registered office where personal service of
process may be made;
(b) A registered agent
for service of process on the limited liability company, which agent may be
either an individual resident of this state whose business office is identical
with the limited liability company's registered office, or a domestic
corporation, limited partnership, or limited liability company, or a foreign
corporation, limited partnership, or limited liability company authorized to do
business in this state having a business office identical with such registered
office; and
(c) A registered agent
who shall not be appointed without having given prior written consent to the
appointment. The written consent shall be filed with the secretary of state in
such form as the secretary may prescribe. The written consent shall be filed
with or as a part of the document first appointing a registered agent.
(2) A limited liability
company 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) The name of the
limited liability company;
(b) If the current
registered office is to be changed, the street address of the new registered
office in accord with subsection (1) of this section;
(c) If the current
registered agent is to be changed, the name of the new registered agent and the
new agent's written consent, either on the statement or attached to it, 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.
(3) 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 limited
liability company for which the agent is the registered agent by notifying the
limited liability company in writing of the change and signing, either manually
or in facsimile, and delivering to the secretary of state for filing a
statement that complies with the requirements of subsection (2) of this section
and recites that the limited liability company has been notified of the change.
(4) A registered agent
may resign as agent by signing and delivering to the secretary of state for
filing a statement that the registered office is also discontinued. After
filing the statement the secretary of state shall mail a copy of the statement
to the limited liability company at its principal office. The agency
appointment is terminated, and the registered office discontinued is so
provided, on the thirty-first day after the date on which the statement was
filed.
Sec. 17. RCW 25.15.085 and 2001 c
307 s 3 are each amended to read as follows:
(1) Each document
required by this chapter to be filed in the office of the secretary of state
shall be executed in the following manner, or in compliance with the rules
established to facilitate electronic filing under section 15 of this act,
except as set forth in RCW 25.15.105(4)(b):
(a) Each original
certificate of formation must be signed by the person or persons forming the
limited liability company;
(b) A reservation of
name may be signed by any person;
(c) A transfer of
reservation of name must be signed by, or on behalf of, the applicant for the
reserved name;
(d) A registration of
name must be signed by any member or manager of the foreign limited liability
company;
(e) A certificate of
amendment or restatement must be signed by at least one manager, or by a member
if management of the limited liability company is reserved to the members;
(f) A certificate of
cancellation must be signed by the person or persons authorized to wind up the
limited liability company's affairs pursuant to RCW 25.15.295(1);
(g) If a surviving
domestic limited liability company is filing articles of merger, the articles
of merger must be signed by at least one manager, or by a member if management
of the limited liability company is reserved to the members, or if the articles
of merger are being filed by a surviving foreign limited liability company,
limited partnership, or corporation, the articles of merger must be signed by a
person authorized by such foreign limited liability company, limited
partnership, or corporation; and
(h) A foreign limited
liability company's application for registration as a foreign limited liability
company doing business within the state must be signed by any member or manager
of the foreign limited liability company.
(2) Any person may sign
a certificate, articles of merger, limited liability company agreement, or
other document by an attorney-in-fact or other person acting in a valid
representative capacity, so long as each document signed in such manner
identifies the capacity in which the signator signed.
(3) The person
executing the document shall sign it and state beneath or opposite the
signature the name of the person and capacity in which the person signs. The
document must be typewritten or printed, and must meet such legibility or other
standards as may be prescribed by the secretary of state.
(4) The
execution of a certificate or articles of merger by any person constitutes an
affirmation under the penalties of perjury that the facts stated therein are
true.
Sec. 18. RCW 25.15.095 and 2001 c
307 s 4 are each amended to read as follows:
(1) The original signed
copy, together with a duplicate copy that may be either a signed, photocopied,
or conformed copy, of the certificate of formation or any other document
required to be filed pursuant to this chapter, except as set forth under RCW
25.15.105 or unless a duplicate is not required under rules adopted under
section 15 of this act, shall be delivered to the secretary of state. If
the secretary of state determines that the documents conform to the filing
provisions of this chapter, he or she shall, when all required filing fees have
been paid:
(a) Endorse on each
signed original and duplicate copy the word "filed" and the date of
its acceptance for filing;
(b) Retain the signed
original in the secretary of state's files; and
(c) Return the
duplicate copy to the person who filed it or the person's representative.
(2) If the secretary of
state is unable to make the determination required for filing by subsection (1)
of this section at the time any documents are delivered for filing, the
documents are deemed to have been filed at the time of delivery if the
secretary of state subsequently determines that:
(a) The documents as
delivered conform to the filing provisions of this chapter; or
(b) Within twenty days
after notification of nonconformance is given by the secretary of state to the
person who delivered the documents for filing or the person's representative,
the documents are brought into conformance.
(3) If the filing and
determination requirements of this chapter are not satisfied completely within
the time prescribed in subsection (2)(b) of this section, the documents shall
not be filed.
(4) Upon
the filing of a certificate of amendment (or judicial decree of amendment) or
restated certificate in the office of the secretary of state, or upon the
future effective date or time of a certificate of amendment (or judicial decree
thereof) or restated certificate, as provided for therein, the certificate of
formation shall be amended or restated as set forth therein. Upon the filing
of a certificate of cancellation (or a judicial decree thereof), or articles of
merger which act as a certificate of cancellation, or upon the future effective
date or time of a certificate of cancellation (or a judicial decree thereof) or
of articles of merger which act as a certificate of cancellation, as provided
for therein, or as specified in RCW 25.15.290, the certificate of formation is
canceled.
Sec. 19. RCW 25.15.325 and 1998 c
102 s 10 are each amended to read as follows:
(1) A foreign limited
liability company may register with the secretary of state under any name
(whether or not it is the name under which it is registered in the jurisdiction
of its formation) that includes the words "Limited Liability
Company," the words "Limited Liability" and the abbreviation
"Co.," or the abbreviation "L.L.C." or "LLC" and
that could be registered by a domestic limited liability company. A foreign
limited liability company may apply to the secretary of state for authorization
to use a name which is not distinguishable upon the records of the office of
the secretary of state from the names described in RCW 23B.04.010 and
25.10.020, and the names of any domestic or foreign limited liability company
reserved, registered, or formed under the laws of this state. The secretary of
state shall authorize use of the name applied for if the other corporation,
limited liability company, limited liability partnership, or limited
partnership consents in writing to the use 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 foreign limited liability company.
(2) Each foreign
limited liability company shall continuously maintain in this state:
(a) A registered
office, which may but need not be a place of its 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, or 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)) in conjunction with the registered
office address if the foreign limited liability company also maintains on file
the specific geographic address of the registered office where personal service
of process may be made;
(b) A registered agent
for service of process on the foreign limited liability company, which agent
may be either an individual resident of this state whose business office is
identical with the foreign limited liability company's registered office, or a
domestic corporation, a limited partnership or limited liability company, or a
foreign corporation authorized to do business in this state having a business
office identical with such registered office; and
(c) A registered agent
who shall not be appointed without having given prior written consent to the
appointment. The written consent shall be filed with the secretary of state in
such form as the secretary may prescribe. The written consent shall be filled
with or as a part of the document first appointing a registered agent. In the
event any individual, limited liability company, limited partnership, or
corporation has been appointed agent without consent, that person or
corporation may file a notarized statement attesting to that fact, and the name
shall forthwith be removed from the records of the secretary of state.
(3) A foreign limited
liability company 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) The name of the
foreign limited liability company;
(b) If the current
registered office is to be changed, the street address of the new registered
office in accord with subsection (2)(a) of this section;
(c) If the current
registered agent is to be changed, the name of the new registered agent and the
new agent's written consent, either on the statement or attached to it, 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.
(4) 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
limited liability company for which the agent is the registered agent by
notifying the foreign limited liability company in writing of the change and
signing, either manually or in facsimile, and delivering to the secretary of
state for filing a statement that complies with the requirements of subsection
(3) of this section and recites that the foreign limited liability company has
been notified of the change.
(5) A registered agent
of any foreign limited liability company may resign as agent by signing and
delivering to the secretary of state for filing a statement that the registered
office is also discontinued. After filing the statement the secretary of state
shall mail a copy of the statement to the foreign limited liability company at
its principal place of business shown in its application for certificate of
registration if no annual report has been filed. 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.
Sec. 20. RCW 43.07.170 and 1982 c
35 s 191 are each amended to read as follows:
(1) If the
secretary of state determines that the public interest and the purpose of the
((corporation)) filing and registration statutes administered by
the secretary of state would be best served by a filing system utilizing
microfilm, microfiche, ((or)) methods of reduced-format document
recording, or electronic or online filing, the secretary of state may,
by rule adopted under chapter 34.05 RCW, establish such a filing system.
(2) In
connection ((therewith)) with a reduced-format filing system, the
secretary of state may eliminate any requirement for a duplicate original
filing copy, and may establish reasonable requirements concerning paper size, print
legibility, and quality for photo-reproduction processes as may be necessary to
ensure utility and readability of any reduced-format filing system.
(3) In connection
with an electronic or online filing system, the secretary of state may
eliminate any requirement for a duplicate original filing copy and may
establish reasonable requirements for electronic filing, including but not
limited to signature technology, file format and type, delivery, types of
filing that may be completed electronically, and methods for the return of
filed documents.
NEW
SECTION. Sec. 21. Section captions used in
this act are not part of the law.
