READ FIRST TIME 02/11/09.   

     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 voluntary 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 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 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 REGISTERED OFFICE OR AGENT FOR SERVICE OF PROCESS. (1) In order to change its registered office, registered agent for service of process, or the address of its registered 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 registered office;
     (c) If the current registered office is to be changed, the street and mailing address of the new registered office;
     (d) The name and street and mailing address of its current registered agent for service of process; and
     (e) If the current registered agent for service of process or an address of the registered 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 REGISTERED AGENT FOR SERVICE OF PROCESS. (1) In order to resign as a registered agent for service of process of a limited liability partnership, the registered 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 registered 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 registered office.
     (3) A registered 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) A registered agent for service of process appointed by a limited liability partnership is a registered 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 partnership.
     (2) If a limited liability partnership does not appoint or maintain a registered agent for service of process in this state or the registered agent for service of process cannot with reasonable diligence be found at the registered 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 registered office.
     (4) Service is effected under subsection (3) of this section at the earliest of:
     (a) The date the limited liability partnership 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   REGISTERED OFFICE AND AGENT FOR SERVICE OF PROCESS. (1) A foreign limited liability partnership shall designate and continuously maintain in this state:
     (a) A registered office, which need not be a place of its activity in this state; and
     (b) A registered agent for service of process.
     (2) A registered 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 REGISTERED OFFICE OR AGENT FOR SERVICE OF PROCESS. (1) In order to change its registered office, registered agent for service of process, or the address of its registered 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 registered office;
     (c) If the current registered office is to be changed, the street and mailing address of the new registered office;
     (d) The name and street and mailing address of its current registered agent for service of process; and
     (e) If the current registered agent for service of process or an address of the registered 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 REGISTERED AGENT FOR SERVICE OF PROCESS. (1) In order to resign as a registered agent for service of process of a foreign limited liability partnership, the registered 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 registered 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 registered office.
     (3) A registered 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) A registered agent for service of process appointed by a foreign limited liability partnership is a registered 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 a registered agent for service of process in this state or the registered agent for service of process cannot with reasonable diligence be found at the registered 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 registered 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 name and respective address of the bishop, overseer, or presiding elder 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. However, the secretary shall reinstate a corporation sole administratively dissolved under this subsection if the corporation sole complies with the requirements of section 15 of this act within five years of the administrative dissolution.

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 shall, 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 five years 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 of the missed filing or lapse, that disproportionate harm would occur to the corporation sole if relief were not granted, 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 25.05 RCW under the subchapter heading "Article 11 Limited Liability Partnership."

NEW SECTION.  Sec. 18   Sections 8 through 11 of this act are each added to chapter 25.05 RCW under the subchapter heading "Article 12 Foreign Limited Liability Partnership."

NEW SECTION.  Sec. 19   Captions used in this act are not any part of the law.