BILL REQ. #: Z-0448.2
| State of Washington | 61st Legislature | 2009 Regular Session |
Read first time 01/26/09. Referred to Committee on Judiciary.
AN ACT Relating to business entities and associations registered with the secretary of state; amending RCW 25.15.270, 25.15.290, 25.05.500, and 25.05.560; adding a new section to chapter 25.15 RCW; adding new sections to chapter 24.12 RCW; adding new sections to chapter 25.05 RCW; and creating a new section.
BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF WASHINGTON:
Sec. 1 RCW 25.15.270 and 2006 c 48 s 4 are each amended to read
as follows:
A limited liability company is dissolved and its affairs shall be
wound up upon the first to occur of the following:
(1)(a) The dissolution date, if any, specified in the certificate
of formation. If a dissolution date is not specified in the
certificate of formation, the limited liability company's existence
will continue until the first to occur of the events described in
subsections (2) through (6) of this section. If a dissolution date is
specified in the certificate of formation, the certificate of formation
may be amended and the existence of the limited liability company may
be extended by vote of all the members((;)).
(b) This subsection does not apply to a limited liability company
formed under RCW 30.08.025 or 32.08.025((.));
(2) The happening of events specified in a limited liability
company agreement;
(3) The written consent of all members;
(4) Unless the limited liability company agreement provides
otherwise, ninety days following an event of dissociation of the last
remaining member, unless those having the rights of assignees in the
limited liability company under RCW 25.15.130(1) have, by the ninetieth
day, voted to admit one or more members, voting as though they were
members, and in the manner set forth in RCW 25.15.120(1);
(5) The entry of a decree of judicial dissolution under RCW
25.15.275; or
(6) The expiration of ((two)) five years after the effective date
of dissolution under RCW 25.15.285 without the reinstatement of the
limited liability company.
Sec. 2 RCW 25.15.290 and 1994 c 211 s 805 are each amended to
read as follows:
(1) A limited liability company administratively dissolved under
RCW 25.15.285 may apply to the secretary of state for reinstatement
within ((two)) five years after the effective date of dissolution. The
application must:
(a) Recite the name of the limited liability company and the
effective date of its administrative dissolution;
(b) State that the ground or grounds for dissolution either did not
exist or have been eliminated; and
(c) State that the limited liability company's name satisfies the
requirements of RCW 25.15.010.
(2) If the secretary of state determines that the application
contains the information required by subsection (1) of this section and
that the name is available, the secretary of state shall reinstate the
limited liability company and give the limited liability company
written notice, as provided in RCW 25.15.285(1), of the reinstatement
that recites the effective date of reinstatement. If the name is not
available, the limited liability company must file with its application
for reinstatement an amendment to its certificate of formation
reflecting a change of name.
(3) When the reinstatement is effective, it relates back to and
takes effect as of the effective date of the administrative dissolution
and the limited liability company may resume carrying on its business
as if the administrative dissolution had never occurred.
(4) If an application for reinstatement is not made within the
((two-year)) five-year period set forth in subsection (1) of this
section, or if the application made within this period is not granted,
the ((secretary of state shall cancel the)) limited liability company's
certificate of formation is deemed canceled.
NEW SECTION. Sec. 3 A new section is added to chapter 25.15 RCW
under the subchapter heading "Article VIII. Dissolution" to read as
follows:
(1) A limited liability company voluntarily dissolved under RCW
25.15.270 may apply to the secretary of state for reinstatement within
one hundred twenty days after the effective date of dissolution. The
application must:
(a) Recite the name of the limited liability company and the
effective date of its administrative dissolution;
(b) State that the ground or grounds for voluntary dissolution have
been eliminated; and
(c) State that the limited liability company's name satisfies the
requirements of RCW 25.15.010.
(2) If the secretary of state determines that the application
contains the information required by subsection (1) of this section and
that the name is available, the secretary of state shall reinstate the
limited liability company and give the limited liability company
written notice of the reinstatement that recites the effective date of
reinstatement. If the name is not available, the limited liability
company must file with its application for reinstatement an amendment
to its certificate of formation reflecting a change of name.
(3) When the reinstatement is effective, it relates back to and
takes effect as of the effective date of the voluntary dissolution and
the limited liability company may resume carrying on its business as if
the voluntary dissolution had never occurred.
(4) If an application for reinstatement is not made within the one
hundred twenty-day period set forth in subsection (1) of this section,
or if the application made within this period is not granted, the
secretary of state shall cancel the limited liability company's
certificate of formation.
Sec. 4 RCW 25.05.500 and 1998 c 103 s 1101 are each amended to
read as follows:
(1) A partnership which is not a limited liability partnership on
June 11, 1998, may become a limited liability partnership upon the
approval of the terms and conditions upon which it becomes a limited
liability partnership by the vote necessary to amend the partnership
agreement except, in the case of a partnership agreement that expressly
considers obligations to contribute to the partnership, the vote
necessary to amend those provisions, and by filing the applications
required by subsection (2) of this section. A partnership which is a
limited liability partnership on June 11, 1998, continues as a limited
liability partnership under this chapter.
(2)(a) To become and to continue as a limited liability
partnership, a partnership shall file with the secretary of state an
application stating the name of the partnership; the location of an
office, which need not be a place of its activity in this state; the
address of its principal office; if the partnership's principal office
is not located in this state, the address of a registered office and
the name and address of a registered agent for service of process in
this state which the partnership will be required to continuously
maintain; the number of partners; a brief statement of the business in
which the partnership engages; any other matters that the partnership
determines to include; and that the partnership thereby applies for
status as a limited liability partnership.
(b) An agent for service under (a) of this subsection must be an
individual who is a resident of this state or other person authorized
to do business in this state.
(3) The application shall be accompanied by a fee of one hundred
seventy-five dollars for each partnership.
(4) The secretary of state shall register as a limited liability
partnership any partnership that submits a completed application with
the required fee.
(5) A partnership registered under this section shall pay an annual
fee, in each year following the year in which its application is filed,
on a date and in an amount specified by the secretary of state. The
fee must be accompanied by a notice, on a form provided by the
secretary of state, of the number of partners currently in the
partnership and of any material changes in the information contained in
the partnership's application for registration.
(6) Registration is effective immediately after the date an
application is filed, and remains effective until:
(a) It is voluntarily withdrawn by filing with the secretary of
state a written withdrawal notice executed by a majority of the
partners or by one or more partners or other persons authorized to
execute a withdrawal notice; or
(b) Thirty days after receipt by the partnership of a notice from
the secretary of state, which notice shall be sent by first-class mail,
postage prepaid, that the partnership has failed to make timely payment
of the annual fee specified in subsection (5) of this section, unless
the fee is paid within such a thirty-day period.
(7) The status of a partnership as a limited liability partnership,
and the liability of the partners thereof, shall not be affected by:
(a) Errors in the information stated in an application under subsection
(2) of this section or a notice under subsection (6) of this section;
or (b) changes after the filing of such an application or notice in the
information stated in the application or notice.
(8) The secretary of state may provide forms for the application
under subsection (2) of this section or a notice under subsection (6)
of this section.
NEW SECTION. Sec. 5 CHANGE OF DESIGNATED OFFICE OR AGENT FOR
SERVICE OF PROCESS. (1) In order to change its designated office,
agent for service of process, or the address of its agent for service
of process, a limited liability partnership must deliver to the
secretary of state for filing a statement of change containing:
(a) The name of the limited liability partnership;
(b) The street and mailing address of its current designated
office;
(c) If the current designated office is to be changed, the street
and mailing address of the new designated office;
(d) The name and street and mailing address of its current agent
for service of process; and
(e) If the current agent for service of process or an address of
the agent is to be changed, the new information.
(2) A statement of change is effective when filed by the secretary
of state.
NEW SECTION. Sec. 6 RESIGNATION OF AGENT FOR SERVICE OF PROCESS.
(1) In order to resign as an agent for service of process of a limited
liability partnership, the agent must deliver to the secretary of state
for filing a statement of resignation containing the name of the
limited liability partnership.
(2) After receiving a statement of resignation, the secretary of
state shall file it and mail a copy to the designated office of the
limited liability partnership and another copy to the principal office
if the address of the office appears in the records of the secretary of
state and is different from the address of the designated office.
(3) An agent for service of process is terminated on the thirty-first day after the secretary of state files the statement of
resignation.
NEW SECTION. Sec. 7 SERVICE OF PROCESS. (1) An agent for
service of process appointed by a limited liability partnership is an
agent of the limited liability partnership for service of any process,
notice, or demand required or permitted by law to be served upon the
limited liability.
(2) If a limited liability partnership does not appoint or maintain
an agent for service of process in this state or the agent for service
of process cannot with reasonable diligence be found at the agent's
address, the secretary of state is an agent of the limited liability
partnership upon whom process, notice, or demand may be served.
(3) Service of any process, notice, or demand on the secretary of
state may be made by delivering to and leaving with the secretary of
state duplicate copies of the process, notice, or demand. If a
process, notice, or demand is served on the secretary of state, the
secretary of state shall forward one of the copies by registered or
certified mail, return receipt requested, to the limited liability
partnership at its designated office.
(4) Service is effected under subsection (3) of this section at the
earliest of:
(a) The date the limited liability receives the process, notice, or
demand;
(b) The date shown on the return receipt, if signed on behalf of
the limited liability partnership; or
(c) Five days after the process, notice, or demand is deposited in
the mail, if mailed postpaid and correctly addressed.
(5) The secretary of state shall keep a record of each process,
notice, and demand served pursuant to this section and record the time
of, and the action taken regarding, the service.
(6) This section does not affect the right to serve process,
notice, or demand in any other manner provided by law.
NEW SECTION. Sec. 8 OFFICE AND AGENT FOR SERVICE OF PROCESS.
(1) A foreign limited liability partnership shall designate and
continuously maintain in this state:
(a) An office, which need not be a place of its activity in this
state; and
(b) An agent for service of process.
(2) An agent for service of process of a foreign limited liability
partnership must be an individual who is a resident of this state or
other person authorized to do business in this state.
NEW SECTION. Sec. 9 CHANGE OF DESIGNATED OFFICE OR AGENT FOR
SERVICE OF PROCESS. (1) In order to change its designated office,
agent for service of process, or the address of its agent for service
of process, a foreign limited liability partnership must deliver to the
secretary of state for filing a statement of change containing:
(a) The name of the foreign limited liability partnership;
(b) The street and mailing address of its current designated
office;
(c) If the current designated office is to be changed, the street
and mailing address of the new designated office;
(d) The name and street and mailing address of its current agent
for service of process; and
(e) If the current agent for service of process or an address of
the agent is to be changed, the new information.
(2) A statement of change is effective when filed by the secretary
of state.
NEW SECTION. Sec. 10 RESIGNATION OF AGENT FOR SERVICE OF
PROCESS. (1) In order to resign as an agent for service of process of
a foreign limited liability partnership, the agent must deliver to the
secretary of state for filing a statement of resignation containing the
name of the foreign limited liability partnership.
(2) After receiving a statement of resignation, the secretary of
state shall file it and mail a copy to the designated office of the
foreign limited liability partnership and another copy to the principal
office if the address of the office appears in the records of the
secretary of state and is different from the address of the designated
office.
(3) An agent for service of process is terminated on the thirty-first day after the secretary of state files the statement of
resignation.
NEW SECTION. Sec. 11 SERVICE OF PROCESS. (1) An agent for
service of process appointed by a foreign limited liability partnership
is an agent of the foreign limited liability partnership for service of
any process, notice, or demand required or permitted by law to be
served upon the foreign limited liability partnership.
(2) If a foreign limited liability partnership does not appoint or
maintain an agent for service of process in this state or the agent for
service of process cannot with reasonable diligence be found at the
agent's address, the secretary of state is an agent of the foreign
limited liability partnership upon whom process, notice, or demand may
be served.
(3) Service of any process, notice, or demand on the secretary of
state may be made by delivering to and leaving with the secretary of
state duplicate copies of the process, notice, or demand. If a
process, notice, or demand is served on the secretary of state, the
secretary of state shall forward one of the copies by registered or
certified mail, return receipt requested, to the foreign limited
liability partnership at its designated office.
(4) Service is effected under subsection (3) of this section at the
earliest of:
(a) The date the foreign limited liability partnership receives the
process, notice, or demand;
(b) The date shown on the return receipt, if signed on behalf of
the foreign limited liability partnership; or
(c) Five days after the process, notice, or demand is deposited in
the mail, if mailed postpaid and correctly addressed.
(5) The secretary of state shall keep a record of each process,
notice, and demand served pursuant to this section and record the time
of, and the action taken regarding, the service.
(6) This section does not affect the right to serve process,
notice, or demand in any other manner provided by law.
Sec. 12 RCW 25.05.560 and 1998 c 103 s 1203 are each amended to
read as follows:
(1) A foreign limited liability partnership transacting business in
this state may not maintain an action or proceeding in this state
unless it has in effect a registration as a foreign limited liability
partnership.
(2) The failure of a foreign limited liability partnership to have
in effect a registration as a foreign limited liability partnership
does not impair the validity of a contract or act of the foreign
limited liability partnership or preclude it from defending an action
or proceeding in this state.
(3) A limitation on personal liability of a partner is not waived
solely by transacting business in this state without registration as a
foreign limited liability partnership.
(4) If a foreign limited liability partnership transacts business
in this state without a registration as a foreign limited liability
partnership, the secretary of state is its agent, as set forth under
section 11 of this act, for service of process with respect to a right
of action arising out of the transaction of business in this state.
NEW SECTION. Sec. 13 A new section is added to chapter 24.12 RCW
to read as follows:
(1) Each corporation sole registered in this state shall file, with
a ten dollar filing fee and within the time prescribed by this chapter,
an annual report in the form prescribed by the secretary of state. The
report shall set forth:
(a) The name of the corporation sole and the state or country under
the laws of which it is incorporated;
(b) The address of the principal place of business of the
corporation sole in this state including street and number;
(c) The names and respective addresses of the directors and
officers of the corporation sole; and
(d) The corporation sole's unified business identifier number.
(2)(a) The information shall be given as of the date of the
execution of the report. It shall be executed by the corporation sole
by an officer of the corporation sole or, if the corporation sole is in
the hands of a receiver or trustee, it shall be executed on behalf of
the corporation sole by such receiver or trustee.
(b) The secretary of state may provide that correcting or updating
information appearing on previous annual or biennial filings is
sufficient to constitute the current filing.
(3) The secretary may administratively dissolve a corporation sole
that does not comply with this section as provided in RCW 23B.14.203.
However, the secretary is not required to reinstate a corporation sole
administratively dissolved for not complying with this section.
NEW SECTION. Sec. 14 A new section is added to chapter 24.12 RCW
to read as follows:
(1) Not less than thirty days prior to a corporation sole's renewal
date, the secretary of state shall mail to each corporation sole, by
first-class mail addressed to its registered office, a notice that its
annual report must be filed as required by this chapter, and stating
that if it fails to file its annual report it shall be dissolved or its
certificate of authority revoked, as the case may be. Failure of the
secretary of state to mail the notice does not relieve a corporation
sole from its obligation to file the annual reports required by this
chapter.
(2)(a) The report of a corporation sole shall be delivered to the
secretary of state on an annual renewal date as the secretary of state
may establish. The secretary of state may adopt rules to establish
biennial reporting dates and to stagger reporting dates.
(b) If the secretary of state finds that the report substantially
conforms to the requirements of this chapter, the secretary of state
shall file that report.
NEW SECTION. Sec. 15 A new section is added to chapter 24.12 RCW
to read as follows:
(1) The secretary of state may, when exigent or mitigating
circumstances are presented, reinstate to full active status any
corporation sole previously in good standing that would otherwise be
penalized or lose its active status. Any corporation sole desiring to
seek relief under this section shall, within fifteen days of discovery
by corporate sole officials of the missed filing or lapse, notify the
secretary of state in writing. The notification must include the name
and mailing address of the corporation sole, the corporate sole officer
to whom correspondence should be sent, and a statement under oath by a
responsible corporate sole 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.
(2) Upon receipt of the notice under subsection (1) of this
section, the secretary of state shall investigate the circumstances of
the missed filing or lapse.
(a) If the secretary of state is satisfied that sufficient exigent
or mitigating circumstances exist; that the corporation sole has
demonstrated good faith and a reasonable attempt to comply with the
applicable corporate sole license statutes of this state; that
disproportionate harm would occur to the corporation sole if relief
were not granted; and that relief would not be contrary to the public
interest expressed in this title, the secretary may issue an order
reinstating the corporation sole and specifying any terms and
conditions of the relief. Reinstatement may relate back to the date of
lapse or dissolution.
(b) If the secretary of state determines the request does not
comply with the requirements for relief, the secretary shall issue an
order denying the requested relief and stating the reasons for the
denial. Any denial of relief by the secretary of state is final and is
not appealable.
(c) The secretary of state shall keep records of all requests for
relief and the disposition of the requests. The secretary of state
shall annually report to the legislature the number of relief requests
received in the preceding year and a summary of the secretary's
disposition of the requests.
NEW SECTION. Sec. 16 A new section is added to chapter 24.12 RCW
to read as follows:
Effective August 1, 2009, a corporation sole may not be formed or
incorporated under this chapter.
NEW SECTION. Sec. 17 Sections 5 through 7 of this act are each
added to chapter
NEW SECTION. Sec. 18 Sections 8 through 11 of this act are each
added to chapter
NEW SECTION. Sec. 19 Captions used in this act are not any part
of the law.