BILL REQ. #: Z-1050.1
| State of Washington | 61st Legislature | 2010 Regular Session |
Prefiled 01/07/10. Read first time 01/11/10. Referred to Committee on Judiciary.
AN ACT Relating to restructuring and affirming certain fees established by the office of the secretary of state; amending RCW 23B.01.220, 23B.01.520, 23B.01.530, 24.03.405, 24.06.450, 25.05.500, 43.07.120, 43.07.130, 25.15.105, 19.77.030, and 23.86.070; reenacting RCW 19.09.520; and creating a new section.
BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF WASHINGTON:
NEW SECTION. Sec. 1 It is the intent of the legislature to
restructure certain fees for the division of corporations of the office
of the secretary of state in a manner that has minimal revenue impact
but moves the division of corporations towards a more self-sustaining
budget. In achieving the secretary's goal of a self-sustaining budget,
it is further the legislature's intent to affirm the office of the
secretary of state's authority to establish fees for a charitable
organization education program.
Sec. 2 RCW 23B.01.220 and 2002 c 297 s 3 are each amended to read
as follows:
(1) The secretary of state ((shall)) must collect in accordance
with the provisions of this title:
(a) Fees for filing records and issuing certificates;
(b) Miscellaneous charges;
(c) License fees as provided in RCW 23B.01.500 through 23B.01.550;
(d) Penalty fees; and
(e) Other fees as the secretary of state may establish by rule
adopted under chapter 34.05 RCW.
(2) ((The secretary of state shall collect the following fees when
the records described in this subsection are delivered for filing:)) The secretary of state ((
One hundred seventy-five dollars, pursuant to RCW 23B.01.520 and
23B.01.540, for:
(a) Articles of incorporation; and
(b) Application for certificate of authority.
(3)shall)) must establish by rule, fees
for the following:
(a) Articles of incorporation;
(b) Application for certificate of authority;
(c) Application for reinstatement;
(((b))) (d) Articles of correction;
(((c))) (e) Amendment of articles of incorporation;
(((d))) (f) Restatement of articles of incorporation, with or
without amendment;
(((e))) (g) Articles of merger or share exchange;
(((f))) (h) Articles of revocation of dissolution;
(((g))) (i) Application for amended certificate of authority;
(((h))) (j) Application for reservation, registration, or
assignment of reserved name;
(((i))) (k) Corporation's statement of change of registered agent
or registered office, or both, except where this information is
provided in conjunction with and on an initial report or an annual
report form filed under RCW 23B.01.530, 23B.01.550, 23B.02.050, or
23B.16.220;
(((j))) (l) Agent's resignation, or statement of change of
registered office, or both, for each affected corporation;
(((k))) (m) Initial report; and
(((l))) (n) Any record not listed in this subsection that is
required or permitted to be filed under this title.
(((4))) (3) Fees ((shall)) must be adjusted by rule only in an
amount that does not exceed the average biennial increase in the cost
of providing service. This ((shall)) must be determined in a biennial
cost study performed by the secretary of state.
(((5))) (4) The secretary of state ((shall)) may not collect fees
for:
(a) Agent's consent to act as agent;
(b) Agent's resignation, if appointed without consent;
(c) Articles of dissolution;
(d) Certificate of judicial dissolution;
(e) Application for certificate of withdrawal; and
(f) Annual report when filed concurrently with the payment of
annual license fees.
(((6))) (5) The secretary of state ((shall)) must collect a fee in
an amount established by the secretary of state by rule per defendant
served, upon being served process under this title. The party to a
proceeding causing service of process is entitled to recover this fee
as costs if such party prevails in the proceeding.
(((7))) (6) The secretary of state ((shall)) must establish by rule
and collect a fee from every person or organization:
(a) For furnishing a certified copy of any record, instrument, or
paper relating to a corporation;
(b) For furnishing a certificate, under seal, attesting to the
existence of a corporation, or any other certificate; and
(c) For furnishing copies of any record, instrument, or paper
relating to a corporation, other than of an initial report or an annual
report.
(((8))) (7) For annual license fees for domestic and foreign
corporations, see RCW 23B.01.500, 23B.01.510, 23B.01.530, and
23B.01.550. For penalties for nonpayment of annual license fees and
failure to complete annual report, see RCW 23B.01.570.
Sec. 3 RCW 23B.01.520 and 1989 c 165 s 18 are each amended to
read as follows:
Every domestic corporation, except one for which existing law
provides a different fee schedule, ((shall)) must pay for filing of its
articles of incorporation and its first year's license a fee ((of one
hundred seventy-five dollars)) as established by the secretary of state
in rule.
Sec. 4 RCW 23B.01.530 and 1993 c 269 s 3 are each amended to read
as follows:
For the privilege of doing business, every corporation organized
under the laws of this state, except the corporations for which
existing law provides a different fee schedule, ((shall)) must make and
file a statement in the form prescribed by the secretary of state and
((shall)) must pay an annual license fee each year following
incorporation, on or before the expiration date of its corporate
license, to the secretary of state. The secretary of state ((shall))
must collect an annual license fee ((of ten dollars for each inactive
corporation and fifty dollars for other corporations)) as established
by the secretary of state in rule. As used in this section, "inactive
corporation" means a corporation that certifies at the time of filing
under this section that it did not engage in any business activities
during the year ending on the expiration date of its corporate license.
Sec. 5 RCW 24.03.405 and 1993 c 269 s 5 are each amended to read
as follows:
(1) ((The secretary of state shall charge and collect for:)) The secretary of state ((
(a) Filing articles of incorporation, thirty dollars.
(b) Filing an annual report of a domestic or foreign corporation,
ten dollars.
(c) Filing an application of a foreign corporation for a
certificate of authority to conduct affairs in this state, thirty
dollars.
(2)shall)) must establish by rule, fees
for the following:
(a) Filing articles of incorporation.
(b) Filing an annual report of a domestic or foreign corporation.
(c) Filing an application of a foreign corporation for a
certificate of authority to conduct affairs in this state.
(d) An application for reinstatement under RCW 24.03.386.
(((b))) (e) Filing articles of amendment or restatement or an
amendment or supplement to an application for reinstatement.
(((c))) (f) Filing articles of merger or consolidation.
(((d))) (g) Filing a statement of change of address of registered
office or change of registered agent, or revocation, resignation, or
any combination of these. ((A separate fee for filing such statement
shall not be charged if the statement appears in an amendment to
articles of incorporation or in conjunction with the filing of the
annual report.)) (h) Filing articles of dissolution((
(e), no fee)).
(((f))) (i) Filing an application of a foreign corporation for an
amended certificate of authority to conduct affairs in this state.
(((g))) (j) Filing an application for withdrawal of a foreign
corporation and issuing a certificate of withdrawal((, no fee)).
(((h))) (k) Filing a certificate by a foreign corporation of the
appointment of a registered agent. ((A separate fee for filing such
certificate shall not be charged if the statement appears in
conjunction with the filing of the annual report.)) (l) Filing a certificate of election adopting the provisions
of chapter 24.03 RCW.
(i)
(((j))) (m) Filing an application to reserve a corporate name.
(((k))) (n) Filing a notice of transfer of a reserved corporate
name.
(((l))) (o) Filing a name registration.
(((m))) (p) Filing any other statement or report authorized for
filing under this chapter.
(((3))) (2) Fees ((shall be)) are adjusted by rule only in an
amount that does not exceed the average biennial increase in the cost
of providing service. This ((shall)) must be determined in a
((biannual [biennial])) biennial cost study performed by the secretary.
Sec. 6 RCW 24.06.450 and 1993 c 269 s 7 are each amended to read
as follows:
(1) ((The secretary of state shall charge and collect for:)) The secretary of state ((
(a) Filing articles of incorporation, thirty dollars.
(b) Filing an annual report, ten dollars.
(c) Filing an application of a foreign corporation for a
certificate of authority to conduct affairs in this state, thirty
dollars.
(2)shall)) must establish by rule, fees
for the following:
(a) Filing articles of incorporation.
(b) Filing an annual report.
(c) Filing an application of a foreign corporation for a
certificate of authority to conduct affairs in this state.
(d) Filing articles of amendment or restatement.
(((b))) (e) Filing articles of merger or consolidation.
(((c))) (f) Filing a statement of change of address of registered
office or change of registered agent, or revocation, resignation, or
any combination of these. ((A separate fee for filing such statement
shall not be charged if the statement appears in an amendment to the
articles of incorporation or in conjunction with the annual report.)) (g) Filing articles of dissolution, no fee.
(d)
(((e))) (h) Filing an application of a foreign corporation for an
amended certificate of authority to conduct affairs in this state.
(((f))) (i) Filing a copy of an amendment to the articles of
incorporation of a foreign corporation holding a certificate of
authority to conduct affairs in this state.
(((g))) (j) Filing a copy of articles of merger of a foreign
corporation holding a certificate of authority to conduct affairs in
this state.
(((h))) (k) Filing an application for withdrawal of a foreign
corporation and issuing a certificate of withdrawal((, no fee)).
(((i))) (l) Filing a certificate by a foreign corporation of the
appointment of a registered agent. ((A separate fee for filing such
certificate shall not be charged if the statement appears in an
amendment to the articles of incorporation or in conjunction with the
annual report.)) (m) Filing a certificate by a foreign corporation of the
revocation of the appointment of a registered agent. ((
(j)A separate fee
for filing such certificate shall not be charged if the statement
appears in an amendment to the articles of incorporation or in
conjunction with the annual report.)) (n) Filing an application to reserve a corporate name.
(k)
(((l))) (o) Filing a notice of transfer of a reserved corporate
name.
(((m))) (p) Filing any other statement or report of a domestic or
foreign corporation.
(((3))) (2) Fees ((shall be)) are adjusted by rule in an amount
that does not exceed the average biennial increase in the cost of
providing service. This ((shall)) must be determined in a biennial
cost study performed by the secretary.
Sec. 7 RCW 25.05.500 and 2009 c 437 s 4 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)) must file with the secretary of
state an application stating the name of the partnership; the location
of a registered 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) A registered agent for service of process 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)) must be accompanied by a fee ((of one
hundred seventy-five dollars)) for each partnership as established by
the secretary of state in rule.
(4) The secretary of state ((shall)) must 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)) must 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)) must 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)) is 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.
Sec. 8 RCW 43.07.120 and 1998 c 103 s 1309 are each amended to
read as follows:
(1) The secretary of state ((shall)) must establish by rule and
collect the fees in this subsection:
(a) For a copy of any law, resolution, record, or other document or
paper on file in the secretary's office;
(b) For any certificate under seal;
(c) For filing and recording trademark;
(d) For each deed or patent of land issued by the governor;
(e) For recording miscellaneous records, papers, or other
documents.
(2) The secretary of state may adopt rules under chapter 34.05 RCW
establishing reasonable fees for the following services rendered under
Title 23B RCW, chapter 18.100, 19.09, 19.34, 19.77, 23.86, 23.90,
24.03, 24.06, 24.12, 24.20, 24.24, 24.28, 24.36, 25.04, 25.15, 25.10,
((or)) 25.05, or 26.60 RCW:
(a) Any service rendered in-person at the secretary of state's
office;
(b) Any expedited service;
(c) The electronic or facsimile transmittal of information from
corporation records or copies of documents;
(d) The providing of information by micrographic or other reduced-format compilation;
(e) The handling of checks, drafts, or credit or debit cards upon
adoption of rules authorizing their use for which sufficient funds are
not on deposit; and
(f) Special search charges.
(3) To facilitate the collection of fees, the secretary of state
may establish accounts for deposits by persons who may frequently be
assessed such fees to pay the fees as they are assessed. The secretary
of state may make whatever arrangements with those persons as may be
necessary to carry out this section.
(4) The secretary of state may adopt rules for the use of credit or
debit cards for payment of fees.
(5) No member of the legislature, state officer, justice of the
supreme court, judge of the court of appeals, or judge of the superior
court ((shall)) may be charged for any search relative to matters
pertaining to the duties of his or her office; nor may such official be
charged for a certified copy of any law or resolution passed by the
legislature relative to his or her official duties, if such law has not
been published as a state law.
Sec. 9 RCW 43.07.130 and 2005 c 518 s 924 are each amended to
read as follows:
There is created within the state treasury a revolving fund, to be
known as the "secretary of state's revolving fund," which ((shall))
must be used by the office of the secretary of state to defray the
costs of ((printing, reprinting, or distributing printed matter))
providing registration and information services authorized by law ((to
be issued)) by the office of the secretary of state, and any other cost
of carrying out the functions of the secretary of state under Title 11,
18, 19, 23, 23B, 24, 25, 26, 30, 42, 43, or 64 RCW((, or chapters
18.100, 23.86, 23.90, 24.03, 24.06, 24.12, 24.20, 24.24, 24.28, 24.36,
25.15, or 25.10 RCW)).
The secretary of state is ((hereby)) authorized to charge a fee for
((such)) publications in an amount which will compensate for the costs
of printing, reprinting, and distributing such printed matter. Fees
recovered by the secretary of state under RCW 43.07.120(2), 19.09.305,
19.09.315, 19.09.440, 23B.01.220 (1)(e)((,)) and (6) ((and (7))),
23B.18.050, 24.03.410, 24.06.455, 25.10.600(6), 25.10.916(1)(e), or
46.64.040, and such other moneys as are expressly designated for
deposit in the secretary of state's revolving fund ((shall)) must be
placed in the secretary of state's revolving fund.
During the 2005-2007 fiscal biennium, the legislature may transfer
from the secretary of state's revolving fund to the state general fund
such amounts as reflect the excess fund balance of the fund.
Sec. 10 RCW 25.15.105 and 2001 c 307 s 2 are each amended to read
as follows:
(1) Each domestic limited liability company, and each foreign
limited liability company authorized to transact business in this
state, ((shall)) must deliver to the secretary of state for filing,
both initial and annual reports that set forth:
(a) The name of the company and the state or country under whose
law it is organized;
(b) The street address of its registered office and the name of its
registered agent at that office in this state;
(c) In the case of a foreign company, the address of its principal
office in the state or country under the laws of which it is organized;
(d) The address of the principal place of business of the company
in this state;
(e) The names and addresses of the company's members, or if the
management of the company is vested in a manager or managers, then the
name and address of its manager or managers; and
(f) A brief description of the nature of its business.
(2) Information in an initial report or an annual report must be
current as of the date the report is executed on behalf of the company.
(3) A company's initial report must be delivered to the secretary
of state within one hundred twenty days of the date on which a domestic
company's certificate of formation was filed, or on which a foreign
company's application for registration was submitted. Subsequent
annual reports must be delivered to the secretary of state on a date
determined by the secretary of state, and at such additional times as
the company elects.
(4)(a) The secretary of state may allow a company to file an
initial or annual report through electronic means. If allowed, the
secretary of state ((shall)) must adopt rules detailing the
circumstances under which the electronic filing of ((such)) the reports
((shall be)) is permitted and how ((such)) the reports may be filed.
(b) For purposes of this section only, a person executing an
electronically filed annual report may deliver the report to the office
of the secretary of state without a signature and without an exact or
conformed copy, but the person's name must appear in the electronic
filing as the person executing the filing, and the filing must state
the capacity in which the person is executing the filing.
Sec. 11 RCW 19.77.030 and 1998 c 39 s 1 are each amended to read
as follows:
(1) Subject to the limitations set forth in this chapter, any
person who has adopted and is using a trademark in this state may file
in the office of the secretary of state, on a form to be furnished by
the secretary of state, an application for registration of that
trademark setting forth, but not limited to, the following information:
(a) The name and business address of the applicant, and, if the
applicant is a corporation, its state of incorporation;
(b) The particular goods or services in connection with which the
trademark is used and the class in which such goods or services fall;
(c) The manner in which the trademark is placed on or affixed to
the goods or containers, or displayed in connection with such goods, or
used in connection with the sale or advertising of the services;
(d) The date when the trademark was first used with such goods or
services anywhere and the date when it was first used with such goods
or services in this state by the applicant or his predecessor in
business;
(e) A statement that the trademark is presently in use in this
state by the applicant;
(f) A statement that the applicant believes himself to be the owner
of the trademark and believes that no other person has the right to use
such trademark in connection with the same or similar goods or services
in this state either in the identical form or in such near resemblance
thereto as to be likely, when used on or in connection with the goods
or services of such other person, to cause confusion or mistake or to
deceive; and
(g) Such additional information or documents as the secretary of
state may reasonably require.
(2) A single application for registration of a trademark may
specify all goods or services in a single class or in multiple classes
for which the trademark is actually being used.
(3) The application ((shall)) must be signed by the applicant
individual, or by a member of the applicant firm, or by an officer of
the applicant corporation, association, union or other organization.
(4) The application ((shall)) must be accompanied by three
specimens or facsimiles of the trademark for each of the goods or
services for which its registration is requested, and a filing fee, as
set by rule by the secretary of state, payable to the secretary of
state. The fee established by the secretary may vary based upon the
number of categories listed in the application.
(5) An applicant may correct an application previously filed by the
secretary of state, within ninety days of the original filing, if the
application contains an incorrect statement or the application was
defectively executed, signed, or acknowledged. An application is
corrected by filing a form provided by the secretary of state, and
accompanied by a filing fee established by the secretary by rule. The
correction may not change the mark itself. A corrected application is
effective on the effective date of the document it corrects, except
that it is effective on the date the correction is filed as to persons
relying on the uncorrected document and adversely affected by the
correction.
(6) An applicant may amend an application previously filed by the
secretary of state if the applicant changes the categories in which it
does business. An application is amended by filing a form provided by
the secretary of state, accompanied by three specimens or facsimiles of
the trademark for any new or additional goods or services for which the
amendment is requested, and a filing fee established by the secretary
by rule. The amendment or correction may not change the mark itself.
An amended application is effective on the date it is filed.
(7) If the secretary of state determines within ninety days of
issuance, that a certificate of registration was issued in error, then
the secretary may cancel the certificate of registration. The
secretary shall promptly notify the registrant of the cancellation in
writing. The registrant may petition the superior court of Thurston
county for review of the cancellation within sixty days.
Sec. 12 RCW 23.86.070 and 1993 c 269 s 1 are each amended to read
as follows:
For filing articles of incorporation of an association organized
under this chapter or filing application for a certificate of authority
by a foreign corporation, there ((shall)) must be paid to the secretary
of state ((the sum of twenty-five dollars)) a fee as established by the
secretary by rule. Fees for filing an amendment to articles of
incorporation ((shall)) must be established by the secretary of state
by rule. For filing other documents with the secretary of state and
issuing certificates, fees ((shall be)) are as prescribed in RCW
23B.01.220. Associations subject to this chapter ((shall)) are not
((be)) subject to any corporation license fees excepting the fees
hereinabove enumerated.
Sec. 13 RCW 19.09.520 and 2007 c 471 s 13 are each reenacted to
read as follows:
(1) To provide for a charitable organization education program as
authorized in RCW 19.09.510, the secretary may establish fees on
registrations for entities filing with the secretary as organizations
pursuant to this chapter.
(2) The fees authorized in this section are in addition to the
existing fees established by the secretary in rule for organizations
required to register under this chapter.