AN ACT Relating to uniformity in common provisions governing business organizations and other entities; amending RCW 23B.01.200, 23B.01.220, 23B.01.230, 23B.01.240, 23B.01.250, 23B.01.280, 23B.01.290, 23B.01.410, 23B.01.520, 23B.01.540, 23B.01.570, 23B.02.020, 23B.02.050, 23B.04.010, 23B.04.020, 23B.04.030, 23B.05.010, 23B.05.020, 23B.05.030, 23B.05.040, 23B.09.040, 23B.09.050, 23B.09.060, 23B.11.070, 23B.11.110, 23B.14.040, 23B.14.200, 23B.14.220, 23B.14.390, 23B.15.010, 23B.15.020, 23B.15.030, 23B.15.040, 23B.15.050, 23B.15.060, 23B.15.070, 23B.15.080, 23B.15.090, 23B.15.100, 23B.15.200, 23B.15.300, 23B.16.010, 23B.16.220, 23B.18.020, 23B.18.030, 23B.18.040, 23B.19.020, 23B.01.400, 24.03.005, 24.03.017, 24.03.045, 24.03.046, 24.03.047, 24.03.048, 24.03.050, 24.03.055, 24.03.060, 24.03.145, 24.03.175, 24.03.180, 24.03.183, 24.03.200, 24.03.205, 24.03.207, 24.03.245, 24.03.300, 24.03.302, 24.03.305, 24.03.310, 24.03.315, 24.03.325, 24.03.335, 24.03.340, 24.03.345, 24.03.350, 24.03.365, 24.03.370, 24.03.380, 24.03.390, 24.03.395, 24.03.405, 24.03.425, 24.03.445, 24.06.005, 24.06.032, 24.06.045, 24.06.046, 24.06.047, 24.06.048, 24.06.050, 24.06.055, 24.06.060, 24.06.200, 24.06.205, 24.06.207, 24.06.225, 24.06.233, 24.06.280, 24.06.290, 24.06.340, 24.06.345, 24.06.350, 24.06.360, 24.06.370, 24.06.375, 24.06.380, 24.06.385, 24.06.390, 24.06.395, 24.06.410, 24.06.415, 24.06.425, 24.06.435, 24.06.440, 24.06.450, 24.06.470, 24.06.490, 25.05.005, 25.05.025, 25.05.110, 25.05.115, 25.05.355, 25.05.370, 25.05.390, 25.05.500, 25.05.505, 25.05.530, 25.05.533, 25.05.536, 25.05.550, 25.05.555, 25.05.560, 25.05.565, 25.05.580, 25.05.583, 25.05.586, 25.05.589, 25.05.902, 25.10.011, 25.10.061, 25.10.071, 25.10.121, 25.10.131, 25.10.141, 25.10.151, 25.10.201, 25.10.211, 25.10.231, 25.10.241, 25.10.251, 25.10.261, 25.10.271, 25.10.281, 25.10.291, 25.10.571, 25.10.611, 25.10.616, 25.10.641, 25.10.646, 25.10.651, 25.10.661, 25.10.666, 25.10.671, 25.10.766, 25.10.771, 25.10.786, 25.10.791, 25.10.916, 25.15.---, 25.15.---, 25.15.---, 25.15.---, 25.15.---, 25.15.---, 25.15.---, 25.15.---, 25.15.---, 25.15.---, 25.15.---, 25.15.---, 25.15.---, 25.15.---, 25.15.---, 25.15.---, 25.15.---, 25.15.---, 25.15.---, 25.15.---, 25.15.---, 25.15.---, 25.15.---, 25.15.---, 25.15.---, 25.15.---, 25.15.---, 25.15.---, 25.15.---, 25.15.---, 25.15.---, 25.15.---, 43.07.120, 43.07.130, 23.78.020, 23.78.030, 23.86.030, 23.86.055, 23.86.070, 23.86.095, 23.86.210, 23.86.220, 23.86.310, 23.86.330, 23.86.370, 23.90.040, 24.12.045, 24.12.051, 24.20.010, 24.20.020, 24.24.010, 24.24.100, 24.28.010, and 18.100.120; adding a new chapter to Title 23 RCW; repealing RCW 23B.01.210, 23B.01.260, 23B.01.270, 23B.01.500, 23B.01.510, 23B.01.530, 23B.01.550, 23B.01.560, 23B.01.580, 23B.14.203, 23B.14.210, 23B.15.015, 23B.15.310, 23B.18.050, 24.03.007, 24.03.008, 24.03.3025, 24.03.303, 24.03.307, 24.03.320, 24.03.330, 24.03.375, 24.03.385, 24.03.386, 24.03.388, 24.03.400, 24.03.410, 24.03.415, 24.03.450, 24.06.170, 24.06.293, 24.06.355, 24.06.365, 24.06.420, 24.06.430, 24.06.433, 24.06.445, 24.06.455, 24.06.460, 24.06.495, 24.06.915, 25.04.716, 25.05.570, 25.10.040, 25.10.171, 25.10.656, 25.10.676, 25.15.---, 25.15.---, 25.15.---, 25.15.---, 23.86.155, 23.86.300, 23.86.320, 23.86.335, 23.86.340, 24.12.060, 24.20.040, 24.20.050, 24.24.130, and 24.28.045; providing an effective date; and providing a contingent effective date.

BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF WASHINGTON:

PART I

ARTICLE 1

GENERAL PROVISIONS

(1) "Annual report" means the report required by section 1212 of this act.

(2) "Business corporation" means a domestic business corporation incorporated under or subject to Title 23B RCW or a foreign business corporation.

(3) "Commercial registered agent" means a person listed under section 1405 of this act.

(4) "Domestic," with respect to an entity, means governed as to its internal affairs by the law of this state.

(5) "Electronic transmission" means an electronic communication:

(a) Not directly involving the physical transfer of a record in a tangible medium; and

(b) That may be retained, retrieved, and reviewed by the sender and the recipient thereof, and that may be directly reproduced in a tangible medium by such a sender and recipient.

(6) "Entity" means:

(a) A business corporation;

(b) A nonprofit corporation;

(c) A limited liability partnership;

(d) A limited partnership;

(e) A limited liability company; or

(f) A general cooperative association.

(7) "Entity filing" means a record delivered to the secretary of state for filing pursuant to this chapter.

(8) "Execute," "executes," or "executed" means:

(a) Signed with respect to a written record;

(b) Electronically transmitted along with sufficient information to determine the sender's identity with respect to an electronic transmission; or

(c) With respect to a record to be filed with the secretary of state, in compliance with the standards for filing with the office of the secretary of state as prescribed by the secretary of state.

(9) "Filed record" means a record filed by the secretary of state pursuant to this chapter.

(10) "Foreign," with respect to an entity, means governed as to its internal affairs by the law of a jurisdiction other than this state.

(11) "General cooperative association" means a domestic general cooperative association formed under or subject to chapter 23.86 RCW.

(12) "Governor" means:

(a) A director of a business corporation;

(b) A director of a nonprofit corporation;

(c) A partner of a limited liability partnership;

(d) A general partner of a limited partnership;

(e) A manager of a manager-managed limited liability company;

(f) A member of a member-managed limited liability company;

(g) A director of a general cooperative association; or

(h) Any other person under whose authority the powers of an entity are exercised and under whose direction the activities and affairs of the entity are managed pursuant to the organic law and organic rules of the entity.

(13) "Interest" means:

(a) A share in a business corporation;

(b) A membership in a nonprofit corporation;

(c) A share in a nonprofit corporation formed under chapter 24.06 RCW;

(d) A partnership interest in a limited liability partnership;

(e) A partnership interest in a limited partnership;

(f) A limited liability company interest; or

(g) A share or membership in a general cooperative association.

(14) "Interest holder" means:

(a) A shareholder of a business corporation;

(b) A member of a nonprofit corporation;

(c) A shareholder of a nonprofit corporation formed under chapter 24.06 RCW;

(d) A partner of a limited liability partnership;

(e) A general partner of a limited partnership;

(f) A limited partner of a limited partnership;

(g) A member of a limited liability company; or

(h) A shareholder or member of a general cooperative association.

(15) "Jurisdiction" when used to refer to a political entity, means the United States, a state, a foreign country, or a political subdivision of a foreign country.

(16) "Jurisdiction of formation" means the jurisdiction whose law includes the organic law of an entity.

(17) "Limited liability company" means a domestic limited liability company formed under or subject to chapter 25.15 RCW or a foreign limited liability company.

(18) "Limited liability limited partnership" means a domestic limited liability limited partnership formed under or subject to chapter 25.10 RCW or a foreign limited liability limited partnership.

(19) "Limited liability partnership" means a domestic limited liability partnership registered under or subject to chapter 25.05 RCW or a foreign limited liability partnership.

(20) "Limited partnership" means a domestic limited partnership formed under or subject to chapter 25.10 RCW or a foreign limited partnership. "Limited partnership" includes a limited liability limited partnership.

(21) "Noncommercial registered agent" means a person that is not a commercial registered agent and is:

(a) An individual or domestic or foreign entity that serves in this state as the registered agent of an entity;

(b) An individual who holds the office or other position in an entity which is designated as the registered agent pursuant to section 1404(1)(b)(ii) of this act; or

(c) A government, governmental subdivision, agency, or instrumentality, or a separate legal entity comprised of two or more of these entities, that serves as the registered agent of an entity.

(22) "Nonprofit corporation" means a domestic nonprofit corporation incorporated under or subject to chapter 24.03 or 24.06 RCW or a foreign nonprofit corporation.

(23) "Nonregistered foreign entity" means a foreign entity that is not registered to do business in this state pursuant to a statement of registration filed by the secretary of state.

(24) "Organic law" means the law of an entity's jurisdiction of formation governing the internal affairs of the entity.

(25) "Organic rules" means the public organic record and private organic rules of an entity.

(26) "Person" means an individual, business corporation, nonprofit corporation, partnership, limited partnership, limited liability company, general cooperative association, limited cooperative association, unincorporated nonprofit association, statutory trust, business trust, common-law business trust, estate, trust, association, joint venture, public corporation, government or governmental subdivision, agency, or instrumentality, or any other legal or commercial entity.

(27) "Principal office" means the principal executive office of an entity, whether or not the office is located in this state.

(28) "Private organic rules" means the rules, whether or not in a record, that govern the internal affairs of an entity, are binding on all its interest holders, and are not part of its public organic record, if any. "Private organic rules" includes:

(a) The bylaws of a business corporation and any agreement among shareholders pursuant to RCW 23B.07.320;

(b) The bylaws of a nonprofit corporation;

(c) The partnership agreement of a limited liability partnership;

(d) The partnership agreement of a limited partnership;

(e) The limited liability company agreement; and

(f) The bylaws of a general cooperative association.

(29) "Proceeding" means civil suit and criminal, administrative, and investigatory action.

(30) "Property" means all property, whether real, personal, or mixed or tangible or intangible, or any right or interest therein.

(31) "Public organic record" means the record the filing of which by the secretary of state is required to form an entity and any amendment to or restatement of that record. The term includes:

(a) The articles of incorporation of a business corporation;

(b) The articles of incorporation of a nonprofit corporation;

(c) The certificate of limited partnership of a limited partnership;

(d) The certificate of formation of a limited liability company;

(e) The articles of incorporation of a general cooperative association; and

(f) The document under the laws of another jurisdiction that is equivalent to a document listed in this subsection.

(32) "Receipt," as used in this chapter, means actual receipt. "Receive" has a corresponding meaning.

(33) "Record" means information inscribed on a tangible medium or contained in an electronic transmission.

(34) "Registered agent" means an agent of an entity which is authorized to receive service of any process, notice, or demand required or permitted by law to be served on the entity. The term includes a commercial registered agent and a noncommercial registered agent.

(35) "Registered foreign entity" means a foreign entity that is registered to do business in this state pursuant to a certificate of registration filed by the secretary of state.

(36) "State" means a state of the United States, the District of Columbia, Puerto Rico, the United States Virgin Islands, or any territory or insular possession subject to the jurisdiction of the United States.

(37) "Transfer" includes:

(a) An assignment;

(b) A conveyance;

(c) A sale;

(d) A lease;

(e) An encumbrance, including a mortgage or security interest;

(f) A change of record owner of interest;

(g) A gift; and

(h) A transfer by operation of law.

(38) "Type of entity" means a generic form of entity:

(a) Recognized at common law; or

(b) Formed under an organic law, whether or not some entities formed under that law are subject to provisions of that law that create different categories of the form of entity.

(39) "Writing" does not include an electronic transmission.

(40) "Written" means embodied in a tangible medium.

(2) Records may be delivered to the secretary of state by electronic transmission as authorized by the secretary of state pursuant to section 1104(2) of this act. The secretary of state may deliver a record to an entity by electronic transmission if the entity has designated an address, location, or system to which the record may be electronically transmitted.

(2) 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.

ARTICLE 2

FILING

(a) The entity filing must be required or permitted by Title 23, 23B, 24, or 25 RCW.

(b) The entity filing must be delivered in written form unless and to the extent the secretary of state permits electronic delivery of entity filings pursuant to section 1104(2) of this act.

(c) The words in the entity filing must be in English, and numbers must be in Arabic or Roman numerals, but the name of the entity need not be in English if written in English letters or Arabic or Roman numerals.

(d) The entity filing must be executed by or on behalf of a person authorized or required under this chapter or the entity's organic law to execute the filing.

(e) The entity filing must state the name and capacity, if any, of each individual who executed it, on behalf of either the individual or the person authorized or required to execute the filing, but need not contain a seal, attestation, acknowledgment, or verification.

(2) When an entity filing is delivered to the secretary of state for filing, any fee required under this chapter and any fee, interest, or penalty required to be paid under this chapter or law other than this chapter must be paid in a manner permitted by the secretary of state or by that law.

(3) The secretary of state may require that an entity filing delivered in written form be accompanied by an identical or conformed copy.

(4) A record filed under this chapter may be executed by an individual acting in a valid representative capacity.

(2) The secretary of state may require that a cover sheet for an entity filing and an annual report be on forms prescribed by the secretary of state.

(1) On the date of filing and at the time specified in the entity filing as its effective time;

(2) Unless prohibited by the entity's organic law, at a specified delayed effective date and time, which may not be more than ninety days after the date of filing;

(3) If a delayed effective date is specified, but no time is specified, at 12:01 a.m. on the date specified; or

(4) If subsection (1), (2), or (3) of this section does not apply, on the date and at the time of its filing by the secretary of state as provided in section 1206 of this act.

(2) A statement of withdrawal must:

(a) Be executed by an individual acting in a valid representative capacity; and

(b) Identify the filed record to be withdrawn.

(3) On filing by the secretary of state of a statement of withdrawal, the action or transaction evidenced by the original filed record shall not take effect.

(a) The filed record at the time of filing contained an inaccurate statement;

(b) The filed record was defectively executed; or

(c) The electronic transmission of the filed record to the secretary of state was defective.

(2) To correct a filed record, the entity must deliver to the secretary of state for filing a statement of correction.

(3) A statement of correction:

(a) May not state a delayed effective date;

(b) Must be executed by the individual correcting the filed record;

(c) Must identify the filed record to be corrected;

(d) Must specify the inaccuracy or defect to be corrected; and

(e) Must correct the inaccuracy or defect.

(4) A statement of correction is effective as of the effective date of the filed record that it corrects except as to persons relying on the uncorrected filed record and adversely affected by the correction. As to those persons, the statement of correction is effective when filed.

(2) The secretary of state shall record an entity filing on the date and at the time of its receipt. After filing an entity filing, the secretary of state shall deliver to the person that submitted the filing a copy of the filed record with an acknowledgment of the date and time of filing.

(3) If the secretary of state refuses to file an entity filing, the secretary of state not later than fifteen business days after the filing is received, shall:

(a) Return the entity filing or notify the person that submitted the filing of the refusal; and

(b) Provide a brief explanation in a record of the reason for the refusal.

(4) If the secretary of state refuses to file an entity filing, the person that submitted the entity filing may petition the superior court to compel its filing. The entity filing and the explanation of the secretary of state of the refusal to file must be attached to the petition. The court may decide the matter in a summary proceeding.

(5) The filing of or refusal to file an entity filing does not:

(a) Affect the validity or invalidity of the entity filing in whole or in part;

(b) Relate to the correctness or incorrectness of information contained in the entity filing; or

(c) Create a presumption that the information contained in the filing is correct or incorrect.

(2) A certificate under subsection (1) of this section must state:

(a) The domestic entity's name or the registered foreign entity's name used in this state;

(b) In the case of a domestic entity:

(i) That its public organic record has been filed and has taken effect;

(ii) The date the public organic record became effective;

(iii) The period of the entity's duration if the records of the secretary of state reflect that the entity's period of duration is less than perpetual; and

(iv) That the records of the secretary of state do not reflect that the entity has been dissolved;

(c) In the case of a registered foreign entity, that it is registered to do business in this state;

(d) That all fees, interest, and penalties owed to this state by the domestic or foreign entity and collected through the secretary of state have been paid, if:

(i) Payment is reflected in the records of the secretary of state; and

(ii) Nonpayment affects the existence or registration of the domestic or foreign entity;

(e) That the most recent annual report required by section 1212 of this act has been delivered to the secretary of state for filing;

(f) That a proceeding is not pending under section 1603 of this act; and

(g) Other facts reflected in the records of the secretary of state pertaining to the domestic or foreign entity which the person requesting the certificate reasonably requests.

(3) Subject to any qualification stated in the certificate, a certificate issued by the secretary of state under subsection (1) of this section may be relied upon as conclusive evidence of the facts stated in the certificate.

(2) A person that executes an entity filing as an agent or legal representative thereby affirms as a fact that the person is authorized to execute the entity filing.

(a) The person to execute the record;

(b) The person to make the entity filing; or

(c) The secretary of state to file the entity filing unexecuted.

(2) If the petitioner under subsection (1) of this section is not the entity to which the entity filing pertains, the petitioner shall make the entity a party to the action.

(3) A filed record created under subsection (1)(c) of this section is effective without being executed.

(1) In person to the person that submitted it for filing;

(2) To the address of the person's registered agent;

(3) To the principal office address of the person; or

(4) To another address the person provides to the secretary of state for delivery.

(2) A domestic entity or registered foreign entity shall deliver to the secretary of state for filing an annual report that states:

(a) The name of the entity and its jurisdiction of formation;

(b) The name and street and mailing addresses of the entity's registered agent in this state;

(c) The street and mailing addresses of the entity's principal office;

(d) In the case of a registered foreign entity, the street and mailing address of the entity's principal office in the state or country under the laws of which it is incorporated;

(e) The names of the entity's governors;

(f) A brief description of the nature of the entity's business;

(g) In the case of a business corporation, the names and addresses of the chairperson of its board of directors, if any, president, secretary, and treasurer, or individuals, however designated, performing the functions of such officers; and

(h) The entity's unified business identifier number.

(3) Information in an initial or annual report must be current as of the date the report is executed by the entity.

(4) 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 entity elects.

(5) If an initial or annual report does not contain the information required by this section, the secretary of state promptly shall notify the reporting entity in a record and return the report for correction.

(6) If an initial or annual report contains the name or address of a registered agent that differs from the information shown in the records of the secretary of state immediately before the annual report becomes effective, the differing information in the initial or annual report is considered a statement of change under section 1407 of this act.

(7) The secretary of state shall send to each domestic entity and registered foreign entity, not less than thirty or more than ninety days prior to the expiration date of the entity's annual renewal, a notice that the entity's annual report must be filed as required by this chapter and that any applicable annual renewal fee must be paid, and stating that if the entity fails to file its annual report or pay the annual renewal fee it will be administratively dissolved. The notice may be sent by postal or electronic mail as elected by the entity, addressed to its registered agent within the state, or to an electronic address designated by the entity in a record retained by the secretary of state. Failure of the secretary of state to provide any such notice does not relieve a domestic entity or registered foreign entity from its obligations to file the annual report required by this chapter or to pay any applicable annual renewal fee. The option to receive the notice provided under this section by electronic mail may be selected only when the secretary of state makes the option available.

(a) Fees for:

(i) Filing entity filings;

(ii) Furnishing copies or certified copies of any filed record under this chapter; and

(iii) Furnishing a certificate of existence or registration of an entity, or any other certificate;

(b) License or renewal fees authorized under Title 23, 23B, 24, or 25 RCW;

(c) Penalty fees; and

(d) Other miscellaneous charges.

(2) There is no fee for:

(a) A registered agent's consent to act as agent or statement of resignation;

(b) Filing articles of dissolution;

(c) Filing certificates of judicial dissolution;

(d) Filing statements of withdrawal; and

(e) Filing annual reports when submitted concurrently with the payment of annual license fees.

(3) The withdrawal under section 1204 of this act of a filed record before it is effective or the correction of a filed record under section 1205 of this act does not entitle the person on whose behalf the record was filed to a refund of the filing fee.

(4) The secretary of state shall establish the fee schedule authorized under this section in a manner that is consistent with the fee schedule applicable to the various entities that is in effect on the effective date of this section. The amounts of fees, charges, and penalties established under this section may be no greater than the amounts applicable to entity filings, penalties, and other charges in effect on the effective date of this section. Fees may be adjusted by rule only in an amount that does not exceed the average biennial increase in the cost of providing service. This must be determined in a biennial cost study performed by the secretary of state.

(5) All fees collected by the secretary of state shall be deposited with the state treasurer pursuant to law or deposited in the secretary of state's revolving fund as provided in RCW 43.07.130.

ARTICLE 3

NAME OF ENTITY

(a) Name of an existing domestic entity which at the time is not administratively dissolved;

(b) Name of a foreign entity registered to do business in this state under part I, Article 5 of this act;

(c) Name reserved under section 1303 of this act; or

(d) Name registered under section 1304 of this act.

(2) If an entity consents in a record to the use of its name and submits an undertaking in a form satisfactory to the secretary of state to change its name to a name that is distinguishable on the records of the secretary of state from any name in any category of names in subsection (1) of this section, the name of the consenting entity may be used by the person to which the consent was given.

(3) A name may not be considered distinguishable on the records of the secretary of state from the name of another entity by virtue of:

(a) A variation in the words, phrases, or abbreviations indicating the type of entity, such as "corporation," "corp.," "incorporated," "Inc.," "company," "co.," "social purpose corporation," "SPC," "S.P.C.," "professional corporation," "PC," "P.C.," "professional service," "PS," "P.S.," "Limited," "Ltd.," "limited partnership," "LP," "L.P.," "limited liability partnership," "LLP," "L.L.P.," "registered limited liability partnership," "RLLP," "R.L.L.P.," "limited liability limited partnership," "LLLP," "L.L.L.P.," "registered limited liability limited partnership," "RLLLP," "R.L.L.L.P.," "limited liability company," "LLC," "L.L.C.," "professional limited liability company," "PLLC," or "P.L.L.C.";

(b) The addition or deletion of an article or conjunction such as "the" or "and" from the same name;

(c) Punctuation, capitalization, or special characters or symbols in the same name; or

(d) Use of abbreviation or the plural form of a word in the same name.

(4) An entity name may not contain language stating or implying that the entity is organized for a purpose other than those permitted by the entity's public organic record.

(5) This chapter does not control the use of assumed business names or "trade names."

(6) An entity may use a name that is not distinguishable from a name described in subsection (1) of this section if the entity delivers to the secretary of state a certified copy of a final judgment of a court of competent jurisdiction establishing the right of the entity to use the name in this state.

(7) An entity may use the name, including the fictitious name, of another entity that is used in this state if the other entity is formed or authorized to transact business in this state and the proposed user entity:

(a) Has merged with the other entity; or

(b) Has been formed by reorganization of the other entity.

(i)(A) Except in the case of a social purpose corporation, must contain the word "corporation," "incorporated," "company," or "limited," or the abbreviation "Corp.," "Inc.," "Co.," or "Ltd.," or words or abbreviations of similar import in another language; or

(B) In the case of a social purpose corporation, must contain the words "social purpose corporation" or the abbreviation "SPC" or "S.P.C."; and

(ii) Must not contain any of the following words or phrases: "Bank," "banking," "banker," "trust," "cooperative," or any combination of the words "industrial" and "loan," or any combination of any two or more of the words "building," "savings," "loan," "home," "association," and "society," or any other words or phrases prohibited by any statute of this state.

(b) The name of a professional service corporation must contain either the words "professional service" or "professional corporation" or the abbreviation "P.S." or "P.C." The name may also contain either the words "corporation," "incorporated," "company," or "limited," or the abbreviation "Corp.," "Inc.," "Co.," or "Ltd." The name of a professional service corporation organized to render dental services must contain the full names or surnames of all shareholders and no other word than "chartered" or the words "professional services" or the abbreviation "P.S." or "P.C."

(2) The name of a nonprofit corporation:

(a) May include "club," "league," "association," "services," "committee," "fund," "society," "foundation," "guild," ". . . . . ., a nonprofit corporation," ". . . . . ., a nonprofit mutual corporation," or any name of like import;

(b) Except for nonprofit corporations formed prior to January 1, 1969, must not include or end with "incorporated," "company," "corporation," "partnership," "limited partnership," or "Ltd.," or any abbreviation thereof; and

(c) May only include the term "public benefit" or names of like import if the nonprofit corporation has been designated as a public benefit nonprofit corporation by the secretary of state in accordance with chapter 24.03 RCW.

(3) The name of a limited partnership may contain the name of any partner. The name of a partnership that is not a limited liability limited partnership must contain the words "limited partnership" or the abbreviation "LP" or "L.P." and may not contain the words "limited liability limited partnership" or the abbreviation "LLLP" or "L.L.L.P." If the limited partnership is a limited liability limited partnership, the name must contain the words "limited liability limited partnership" or the abbreviation "LLLP" or "L.L.L.P." and may not contain the abbreviation "LP" or "L.P."

(4) The name of a limited liability partnership must contain the words "limited liability partnership" or the abbreviation "LLP" or "L.L.P." If the name of a foreign limited liability partnership contains the words "registered limited liability partnership" or the abbreviation "R.L.L.P." or "RLLP," it may include those words or abbreviations in its foreign registration statement.

(5)(a) The name of a limited liability company:

(i) Must contain the words "limited liability company," the words "limited liability" and abbreviation "Co.," or the abbreviation "L.L.C." or "LLC"; and

(ii) May not contain any of the following words or phrases: "Cooperative," "partnership," "corporation," "incorporated," or the abbreviations "Corp.," "Ltd.," or "Inc.," or "LP," "L.P.," "LLP," "L.L.P.," "LLLP," "L.L.L.P," or any words or phrases prohibited by any statute of this state.

(b) The name of a professional limited liability company must contain either the words "professional limited liability company," or the words "professional limited liability" and the abbreviation "Co.," or the abbreviation "P.L.L.C." or "PLLC," provided that the name of a professional limited liability company organized to render dental services must contain the full names or surnames of all members and no other word than "chartered" or the words "professional services" or the abbreviation "P.L.L.C." or "PLLC".

(6) The name of a cooperative association organized under chapter 23.86 RCW may contain the words "corporation," "incorporated," or "limited," or the abbreviation "Corp.," "Inc.," or "Ltd."

(2) The owner of a reserved entity name may transfer the reservation to another person that is not an individual by delivering to the secretary of state an executed notice in a record of the transfer which states the name and address of the transferee.

(2) To register its name or an alternate name adopted pursuant to section 1506 of this act, a foreign entity must deliver to the secretary of state for filing an application stating the entity's name, the jurisdiction and date of its formation, and any alternate name adopted pursuant to section 1506 of this act. The application must be accompanied by a certificate of existence, or a document of similar import, from the entity's jurisdiction of formation. If the secretary of state finds that the name applied for is available, the secretary of state shall register the name for the applicant's exclusive use.

(3) The registration of a name under this section is effective upon the effective date of the application and until the close of the calendar year in which the application for registration is filed.

(4) A foreign entity whose name registration is effective may renew the registration for successive one-year periods by delivering, not earlier than three months before the expiration of the registration, to the secretary of state for filing a renewal application that complies with this section. When filed, the renewal application renews the registration for the following calendar year.

(5) A foreign entity whose name registration is effective may register as a foreign entity under the registered name or consent in an executed record to the use of that name by another entity.

ARTICLE 4

REGISTERED AGENT OF ENTITY

(1) "Registered agent filing" means:

(a) The public organic record of a domestic entity;

(b) An application of a domestic limited liability partnership; or

(c) A registration statement filed pursuant to section 1503 of this act.

(3) "Represented entity" means:

(a) A domestic entity; or

(b) A registered foreign entity.

(1) A domestic entity; and

(2) A registered foreign entity.

(1) A street address in this state; and

(2) A mailing address in this state, if different from the address described in subsection (1) of this section.

(a) The name of the entity's commercial registered agent; or

(b) If the entity does not have a commercial registered agent:

(i) The name and address of the entity's noncommercial registered agent; or

(ii) The title of an office or other position with the entity, if service of process, notices, and demands are to be sent to whichever individual is holding that office or position, and the address to which process, notices, or demands are to be sent.

(2) A registered agent shall not be appointed without having given prior consent in a record to the appointment. The consent shall be delivered to the secretary of state in such form as the secretary of state may prescribe. The consent shall be filed with or as a part of the record first appointing a registered agent. In the event any individual or entity has been appointed registered agent without consent, that individual or entity may deliver to the secretary of state a notarized statement attesting to that fact, and the name shall immediately be removed from the records of the secretary of state.

(a) The name of the individual or the name of the entity, type of entity, and jurisdiction of formation of the entity;

(b) That the person is in the business of serving as a commercial registered agent in this state; and

(c) The address of a place of business of the person in this state to which service of process, notices, and demands being served on or sent to entities represented by the person may be delivered.

(2) A commercial-registered-agent listing statement may include the information regarding acceptance by the agent of service of process, notices, and demands in a form other than a written record as provided in section 1411(5) of this act.

(3) If the name of a person delivering to the secretary of state for filing a commercial-registered-agent listing statement is not distinguishable on the records of the secretary of state from the name of another commercial registered agent listed under this section, the person shall adopt a fictitious name that is distinguishable and use that name in its statement and when it does business in this state as a commercial registered agent.

(4) The secretary of state shall note the filing of a commercial-registered-agent listing statement in the records maintained by the secretary of state for each entity represented by the agent at the time of the filing. The statement has the effect of amending the registered agent filing for each of those entities to:

(a) Designate the person becoming listed as a commercial registered agent as the commercial registered agent of each of those entities; and

(b) Delete the name and address of the former agent from the registered agent filing of each of those entities.

(a) The name of the agent as listed under section 1405 of this act; and

(b) That the agent is no longer in the business of serving as a commercial registered agent in this state.

(2) A commercial-registered-agent termination statement takes effect at 12:01 a.m. on the 31st day after the day on which it is delivered to the secretary of state for filing.

(3) The commercial registered agent promptly shall furnish each entity represented by the agent notice in a record of the filing of the commercial-registered-agent termination statement.

(4) When a commercial-registered-agent termination statement takes effect, the commercial registered agent ceases to be the registered agent for each entity formerly represented by it. Until an entity formerly represented by a terminated commercial registered agent designates a new registered agent, service of process may be made on the entity pursuant to section 1411 of this act. Termination of the listing of a commercial registered agent under this section does not affect any contractual rights a represented entity has against the agent or that the agent has against the entity.

(a) The name of the entity; and

(b) The information required under section 1404(1) of this act.

(2) The interest holders or governors of a domestic entity need not approve the filing of:

(a) A statement of change under this section; or

(b) A similar filing changing the registered agent or registered office, if any, of the entity in any other jurisdiction.

(3) A statement of change under this section designating a new registered agent must be accompanied by the new registered agent's consent in a record, either on the statement or attached to it in a manner and form as the secretary of state may prescribe, to the appointment.

(a) The name of the entity;

(b) The name and address of the agent in effect with respect to the entity;

(c) If the name of the agent has changed, the new name; and

(d) If the address of the agent has changed, the new address.

(2) A noncommercial registered agent promptly shall furnish the represented entity with notice in a record of the delivery to the secretary of state for filing of a statement of change and the changes made in the statement.

(a) The name of the agent as listed under section 1405(1) of this act;

(b) If the name of the agent has changed, the new name;

(c) If the address of the agent has changed, the new address; and

(d) If the agent is an entity:

(i) If the type of entity of the agent has changed, the new type of entity; and

(ii) If the jurisdiction of formation of the agent has changed, the new jurisdiction of formation.

(2) The filing by the secretary of state of a statement of change under subsection (1) of this section is effective to change the information regarding the agent with respect to each entity represented by the agent.

(3) A commercial registered agent promptly shall furnish to each entity represented by it a notice in a record of the filing by the secretary of state of a statement of change relating to the name or address of the agent and the changes made in the statement.

(4) If a commercial registered agent changes its address without delivering for filing a statement of change as required by this section, the secretary of state may cancel the listing of the agent under section 1405 of this act. A cancellation under this subsection has the same effect as a termination under section 1406 of this act. Promptly after canceling the listing of an agent, the secretary of state shall serve notice in a record in the manner provided in section 1411 (2) or (3) of this act on:

(a) Each entity represented by the agent, stating that the agent has ceased to be the registered agent for the entity and that, until the entity designates a new registered agent, service of process may be made on the entity as provided in section 1411 of this act; and

(b) The agent, stating that the listing of the agent has been canceled under this section.

(a) The name of the entity;

(b) The name of the agent;

(c) That the agent resigns from serving as registered agent for the entity; and

(d) The address of the entity to which the agent will send the notice required by subsection (3) of this section.

(2) A statement of resignation takes effect on the earlier of:

(a) The 31st day after the day on which it is filed by the secretary of state; or

(b) The designation of a new registered agent for the represented entity.

(3) A registered agent promptly shall furnish to the represented entity notice in a record of the date on which a statement of resignation was filed.

(2) If a represented entity ceases to have a registered agent, or if its registered agent cannot with reasonable diligence be served, the entity may be served by registered or certified mail, return receipt requested, or by similar commercial delivery service, addressed to the entity at the entity's principal office. The address of the principal office must be as shown in the entity's most recent annual report filed by the secretary of state. Service is effected under this subsection on the earliest of:

(a) The date the entity receives the mail or delivery by the commercial delivery service;

(b) The date shown on the return receipt, if executed by the entity; or

(c) Five days after its deposit with the United States Postal Service or commercial delivery service, if correctly addressed and with sufficient postage or payment.

(3) If process, notice, or demand cannot be served on an entity pursuant to subsection (1) or (2) of this section, service may be made by handing a copy to the individual in charge of any regular place of business or activity of the entity if the individual served is not a plaintiff in the action.

(4) The secretary of state shall be an agent of the entity for service of process if process, notice, or demand cannot be served on an entity pursuant to subsection (1), (2), or (3) of this section.

(5) Service of process, notice, or demand on a registered agent must be in a written record, but service may be made on a commercial registered agent in other forms, and subject to such requirements, as the agent has stated in its listing under section 1405 of this act that it will accept.

(6) Service of process, notice, or demand may be made by other means under law other than this chapter.

(1) To forward to the represented entity at the address most recently supplied to the agent by the entity any process, notice, or demand pertaining to the entity which is served on or received by the agent;

(2) To provide the notices required by this chapter to the entity at the address most recently supplied to the agent by the entity;

(3) If the agent is a noncommercial registered agent, to keep current the information required by section 1404(1) of this act in the most recent registered agent filing for the entity; and

(4) If the agent is a commercial registered agent, to keep current the information listed for it under section 1405(1) of this act.

ARTICLE 5

FOREIGN ENTITIES

NEW SECTION.  Sec. 1501.  GOVERNING LAW. (1) Part I of this act does not authorize this state to regulate the organization or internal affairs of a foreign entity registered to do business in this state, or govern the liability that a person has as an interest holder or governor for a debt, obligation, or other liability of the foreign entity.

(2) A foreign entity is not precluded from registering to do business in this state because of any difference between the law of the entity's jurisdiction of formation and the law of this state.

(3) Registration of a foreign entity to do business in this state does not authorize the foreign entity to engage in any activity or exercise any power that a domestic entity of the same type may not engage in or exercise in this state. Except as otherwise provided in this chapter or other applicable law of this state, a foreign entity is subject to the same duties, restrictions, penalties, and liabilities now or later imposed on a domestic entity of the same type.

(2) A foreign entity doing business in this state may not maintain an action or proceeding in this state unless it is registered to do business in this state and has paid to this state all fees and penalties for the years, or parts thereof, during which it did business in this state without having registered.

(3) The successor to a foreign entity that transacted business in this state without a certificate of registration and the assignee of a cause of action arising out of that business may not maintain a proceeding based on that cause of action in any court in this state until the foreign entity, or its successor, obtains a certificate of registration.

(4) A court may stay a proceeding commenced by a foreign entity, its successor, or assignee until it determines whether the foreign entity, or its successor, requires a certificate of registration. If it so determines, the court may further stay the proceeding until the foreign entity, or its successor, obtains the certificate of registration.

(5) A foreign entity that transacts business in this state without a certificate of registration is liable to this state, for the years or parts thereof during which it transacted business in this state without a certificate of registration, in an amount equal to all fees which would have been imposed by this chapter upon the entity had it applied for and received a certificate of registration to transact business in this state and thereafter filed all reports required by this chapter, plus all penalties imposed by this chapter for failure to pay such fees.

(6) The failure of a foreign entity to register to do business in this state does not: (a) Impair the validity of a contract or act of the foreign entity; (b) impair the right of any other party to the contract to maintain any action, suit, or proceeding on the contract; or (c) preclude the foreign entity from defending an action or proceeding in this state.

(7) A limitation on the liability of an interest holder or governor of a foreign entity is not waived solely because the foreign entity does business in this state without registering.

(8) Section 1501 (1) and (2) of this act applies even if a foreign entity fails to register under this Article 5.

(a) The name of the foreign entity and, if the name does not comply with section 1301 of this act, an alternate name adopted pursuant to section 1506 of this act;

(b) The type of entity and, if it is a foreign limited partnership, whether it is a foreign limited liability limited partnership;

(c) The entity's jurisdiction of formation;

(d) The street and mailing addresses of the entity's principal office and, if the law of the entity's jurisdiction of formation requires the entity to maintain an office in that jurisdiction, the street and mailing addresses of the office;

(e) The information required by section 1404(1) of this act;

(f) The names and addresses of the entity's governors, and if the entity is a business corporation or nonprofit corporation, the names and addresses of its officers;

(g) The date of the entity's formation and period of duration;

(h) The nature of the entity's business or purposes to be conducted or promoted in this state; and

(i) The date on which the entity first did, or intends to do, business in this state.

(2) The foreign entity shall deliver with the registration statement a certificate of existence, or a document of similar import, issued no more than sixty days before the date of submission of the registration statement and duly authenticated by the secretary of state or other official having custody of the entity's records in the entity's jurisdiction of formation.

(1) The name of the entity;

(2) The type of entity, including, if it is a foreign limited partnership, whether the entity became or ceased to be a foreign limited liability limited partnership;

(3) The entity's jurisdiction of formation;

(4) An address required by section 1503(1)(d) of this act; or

(5) The information required by section 1404(1) of this act.

(a) Maintaining, defending, mediating, arbitrating, or settling an action or proceeding, or settling claims or disputes;

(b) Carrying on any activity concerning its internal affairs, including holding meetings of its interest holders or governors;

(c) Maintaining accounts in financial institutions;

(d) Maintaining offices or agencies for the transfer, exchange, and registration of securities of the entity or maintaining trustees or depositories with respect to those securities;

(e) Selling through independent contractors;

(f) Soliciting or obtaining orders by any means if the orders require acceptance outside this state before they become binding contracts and where the contracts do not involve any local performance other than delivery and installation;

(g) Creating or acquiring indebtedness, mortgages, or security interests in property;

(h) Securing or collecting debts or enforcing mortgages or security interests in property securing the debts;

(i) Conducting an isolated transaction that is completed within thirty days and that is not in the course of repeated transactions of a like nature;

(j) Owning, without more, property;

(k) Doing business in interstate commerce; and

(l) Operating an approved branch campus of a foreign degree-granting institution in compliance with chapter 28B.90 RCW and in accordance with subsection (2) of this section.

(2) In addition to those acts that are specified in subsection (1) of this section, a foreign degree-granting institution that establishes an approved branch campus in the state under chapter 28B.90 RCW shall not be deemed to transact business in the state solely because it:

(a) Owns and controls an incorporated branch campus in this state;

(b) Pays the expenses of tuition or room and board charged by the incorporated branch campus for its students enrolled at the branch campus or contributes to the capital thereof; or

(c) Provides personnel who furnish assistance and counsel to its students while in the state but who have no authority to enter into any transactions for or on behalf of the foreign degree-granting institution.

(3) A person does not do business in this state solely by being an interest holder or governor of a domestic entity or foreign entity that does business in this state.

(4) This section does not apply in determining the contacts or activities that may subject a foreign entity to service of process, taxation, or regulation under law of this state other than this chapter.

(a) The alternate name;

(b) Its entity name, with the addition of its jurisdiction of formation clearly identified; or

(c) An assumed or fictitious name the entity is authorized to use under chapter 19.80 RCW.

(2) If a registered foreign entity changes its name to one that does not comply with section 1301 of this act, it may not do business in this state until it complies with subsection (1) of this section by amending its foreign registration statement to adopt an alternate name that complies with section 1301 of this act.

(a) The name of the entity and its jurisdiction of formation;

(b) That the entity is not doing business in this state and that it withdraws its registration to do business in this state;

(c) That the entity revokes the authority of its registered agent to accept service on its behalf in this state; and

(d) An address to which service of process may be made under subsection (3) of this section.

(2) The statement of withdrawal must be accompanied by a copy of a revenue clearance certificate issued pursuant to RCW 82.32.260.

(3) After the withdrawal of the registration of an entity, service of process in any action or proceeding based on a cause of action arising during the time the entity was registered to do business in this state may be made pursuant to section 1411 of this act.

(a) In the case of a foreign entity that has completed winding up:

(i) Its name and jurisdiction of formation; and

(ii) That the foreign entity surrenders its registration to do business in this state; and

(b) In the case of a foreign entity that has converted to a domestic or foreign person not subject to this act:

(i) The name of the converting foreign entity and its jurisdiction of formation;

(ii) The type of person to which it has converted and its jurisdiction of formation;

(iii) That it surrenders its registration to do business in this state and revokes the authority of its registered agent to accept service on its behalf; and

(iv) A mailing address to which service of process may be made under subsection (2) of this section.

(2) After a withdrawal is effective under this section, service of process in any action or proceeding based on a cause of action arising during the time the foreign entity was registered to do business in this state may be made pursuant to section 1411 of this act.

(a) The name of the registered foreign entity before the merger or conversion;

(b) The type of entity it was before the merger or conversion;

(c) The name of the applicant entity and, if the name does not comply with section 1301 of this act, an alternate name adopted pursuant to section 1506(1) of this act;

(d) The type of entity of the applicant entity and its jurisdiction of formation; and

(e) The following information regarding the applicant entity, if different than the information for the foreign entity before the merger or conversion:

(i) The street and mailing addresses of the principal office of the entity and, if the law of the entity's jurisdiction of formation requires it to maintain an office in that jurisdiction, the street and mailing addresses of that office; and

(ii) The information required pursuant to section 1404(1) of this act.

(2) When an application for transfer of registration takes effect, the registration of the registered foreign entity to do business in this state is transferred without interruption to the entity into which it has merged or to which it has been converted.

(a) The entity does not pay any fee, interest, or penalty required to be paid to the secretary of state under this chapter or law of this state other than this chapter;

(b) The entity does not deliver to the secretary of state for filing an annual report when it is due;

(c) The entity does not have a registered agent as required by section 1402 of this act;

(d) The entity does not deliver to the secretary of state for filing a statement of change under section 1407 of this act if change occurs in the name or address of the entity's registered agent;

(e) A governor, officer, or agent of the entity executed a document knowing it was false in any material respect with intent that the document be delivered to the secretary of state for filing; or

(f) The secretary of state receives a duly authenticated certificate from the secretary of state or other official having custody of the entity's records in the entity's jurisdiction of formation stating that it has been dissolved or disappeared as the result of a merger.

(2) If the secretary of state determines that one or more grounds for termination exist under subsection (1) of this section, the secretary of state shall deliver a notice of the determination to the registered foreign entity's registered agent or, if the entity does not have a registered agent, to the entity's principal office. The notice must state the grounds for termination under subsection (1) of this section.

(3) If the entity does not cure each ground for termination stated in the notice within sixty days after the notice is effective, the secretary of state shall terminate the registration of the foreign entity by filing a statement of termination that recites the ground or grounds for termination and the effective date of termination and delivering a copy of the statement of termination to the foreign entity.

(4) The authority of a registered foreign entity to do business in this state ceases on the effective date of termination shown on the statement of termination.

(5) The termination of a foreign entity's registration does not terminate the authority of the registered agent of the foreign entity.

ARTICLE 6

ADMINISTRATIVE DISSOLUTION

(1) The entity does not pay any fee, interest, or penalty required to be paid to the secretary of state when due;

(2) The entity does not deliver an annual report to the secretary of state not later than one hundred twenty days after it is due;

(3) The entity does not have a registered agent in this state for thirty consecutive days; or

(4) The entity's period of duration stated in its public organic record expired.

(2) If a domestic entity, not later than sixty days after service of the notice required by subsection (1) of this section, does not cure or demonstrate to the satisfaction of the secretary of state the nonexistence of each ground determined by the secretary of state, the secretary of state shall administratively dissolve the entity by executing a statement of administrative dissolution that recites the grounds for dissolution and the effective date of dissolution. The secretary of state shall file the statement and serve a copy on the entity pursuant to section 1211 of this act.

(3) A domestic entity that is dissolved administratively continues its existence as an entity but may not carry on any activities except as necessary to wind up its activities and affairs and liquidate its assets in the manner provided in its organic law or to apply for reinstatement under section 1604 of this act.

(4) The administrative dissolution of a domestic entity does not terminate the authority of its registered agent.

(a) The name of the entity and a statement that the name satisfies section 1301 of this act; if the name does not satisfy section 1301 of this act, the entity must deliver with its application an amendment to its public organic record changing its name;

(b) The address of the principal office of the entity and the name and address of its registered agent;

(c) The effective date of the entity's administrative dissolution; and

(d) That the grounds for dissolution did not exist or have been cured.

(2) To be reinstated, an entity must pay the full amount of all annual license or renewal fees which would have been assessed during the period of administrative dissolution had the entity been in active status, plus a penalty fee established by the secretary of state by rule, and the license or renewal fee for the year of reinstatement.

(3) If the secretary of state determines that an application under subsection (1) of this section contains the information required by subsection (1) of this section, is satisfied that the information is correct, and determines that all payments required to be made to the secretary of state by subsection (2) of this section have been made, the secretary of state shall:

(a) Cancel the statement of administrative dissolution and prepare a statement of reinstatement that states the secretary of state's determination and the effective date of reinstatement;

(b) File the statement; and

(c) Serve a copy of the statement on the entity.

(4) When reinstatement under this section is effective as provided in section 1203 of this act:

(a) It relates back to and takes effect as of the effective date of the administrative dissolution; and

(b) The domestic entity resumes carrying on its activities and affairs as if the administrative dissolution had never occurred, except for the rights of a person arising out of an act or omission in reliance on the dissolution before the person knew or had reason to know of the reinstatement.

(2) An entity may seek judicial review of denial of reinstatement in the superior court not later than thirty days after service of the notice of denial.

(2) A name may not be considered distinguishable by virtue of the items specified in section 1301(3) of this act.

(3)(a) The following are not distinguishable for purposes of this section:

(i) "City of Anytown" and "City of Anytown, Inc."; and

(ii) "City of Anytown" and "Anytown City."

(b) The following are distinguishable for purposes of this section:

(i) "City of Anytown" and "Anytown, Inc.";

(ii) "City of Anytown" and "The Anytown Company"; and

(iii) "City of Anytown" and "Anytown Cafe, Inc."

(4) If the entity that is the subject of the application was formed or registered before the formation of the applicant as a governmental entity, then this section applies only if the applicant for dissolution provides a certified copy of a final judgment of a court of competent jurisdiction determining that the applicant holds a superior property right to the name than does the entity.

(5) The duties of the secretary of state under this section are ministerial.

ARTICLE 7

MISCELLANEOUS PROVISIONS

(1) The operation of the statute or any action taken under it before its repeal;

(2) Any ratification, right, remedy, privilege, obligation, or liability acquired, accrued, or incurred under the statute before its repeal;

(3) Any violation of the statute or any penalty, forfeiture, or punishment incurred because of the violation before its repeal; or

(4) Any proceeding, reorganization, or dissolution commenced under the statute before its repeal, and the proceeding, reorganization, or dissolution may be completed in accordance with the statute as if it had not been repealed.

ARTICLE 8

IMPLEMENTATION

(2) Part VII of this act takes effect upon the effective date of chapter ..... (Substitute Senate Bill No. 5030), Laws of 2015.

PART II

BUSINESS CORPORATION ACT REVISIONS

Sec. 2101.  RCW 23B.01.200 and 2002 c 297 s 1 are each amended to read as follows:

(1) A record required or permitted by this title to be filed in the office of the secretary of state must satisfy the requirements of part I, Article 2 of this act, this section, and ((of)) any other section that adds to or varies from these requirements, to be entitled to filing by the secretary of state.

(2) ((The secretary of state may permit records to be filed through electronic transmission. The secretary of state may adopt rules varying from these requirements to facilitate electronic filing. These rules shall detail the circumstances under which the electronic filing of records shall be permitted and how such records shall be filed. These rules may also impose additional requirements related to implementation of electronic filing processes including but not limited to: File formats; signature technologies; the manner of delivery; and the types of entities or records permitted.

(7))) Unless otherwise indicated in this title, all records ((submitted)) delivered to the secretary of state for filing must be executed:

(a) By the chairperson of the board of directors of a domestic or foreign corporation, by its president, or by another of its officers;

(b) If directors have not been selected or the corporation has not been formed, by an incorporator; or

(c) If the corporation is in the hands of a receiver, trustee, or other court-appointed fiduciary, by that fiduciary.

(((8) The person executing the record shall sign it and state beneath or opposite the signature the name of the person and the capacity in which the person signs. The record may but need not contain: (a) The corporate seal; (b) an attestation by the secretary or an assistant secretary; or (c) an acknowledgment, verification, or proof.

(10) The record must be received by the office of the secretary of state for filing and, except in the case of an electronic filing, must be accompanied by one exact or conformed copy, the correct filing fee or charge, including license fee, penalty and service fee, and any attachments which are required for the filing.))

Sec. 2102.  RCW 23B.01.220 and 2002 c 297 s 3 are each amended to read as follows:

(((1))) Corporations are subject to the applicable fees, charges, and penalties established by the secretary of state ((shall collect in accordance with the provisions of this title:

(8) 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)) under section 1213 of this act and RCW 43.07.120.

Sec. 2103.  RCW 23B.01.230 and 2002 c 297 s 4 are each amended to read as follows:

(((1) Except as provided in subsection (2) of this section and RCW 23B.01.240(3), a record accepted for filing is effective on the date it is filed by the secretary of state and at the time on that date specified in the record. If no time is specified in the record, the record is effective at the close of business on the date it is filed by the secretary of state.

(3) When a record is received for filing by the secretary of state in a form which complies with the requirements of this title and which would entitle the record to be filed on 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 and be shown as the date on which the secretary of state first received the record in acceptable form)) A record filed with the secretary of state is effective as provided in section 1203 of this act, and may state a delayed effective date and time in accordance with section 1203 of this act.

Sec. 2104.  RCW 23B.01.240 and 2002 c 297 s 5 are each amended to read as follows:

(((1))) A domestic or foreign corporation may correct a record filed by the secretary of state ((if the record (a) contains an incorrect statement; or (b) was defectively executed, attested, sealed, verified, or acknowledged.

(3) Articles of correction are effective on the effective date of the record they correct except as to persons relying on the uncorrected record and adversely affected by the correction. As to those persons, articles of correction are effective when filed)) in accordance with section 1205 of this act.

Sec. 2105.  RCW 23B.01.250 and 2002 c 297 s 6 are each amended to read as follows:

(((1) If a record delivered to the office of the secretary of state for filing satisfies the requirements of RCW 23B.01.200, the secretary of state shall file it.

(c) Create a presumption that the record is valid or invalid or that information contained in the record is correct or incorrect)) Section 1206 of this act governs the secretary of state's duty to file records delivered to the secretary of state for filing, the manner and effect of filing, and procedures that apply when the secretary of state refuses to file a record.

Sec. 2106.  RCW 23B.01.280 and 1991 c 72 s 27 are each amended to read as follows:

(((1))) Any person may apply to the secretary of state under section 1208 of this act to furnish a certificate of existence for a domestic corporation or a certificate of ((authorization)) registration for a foreign corporation.

(((2) A certificate of existence or authorization means that as of the date of its issuance:

(4) Subject to any qualification stated in the certificate, a certificate of existence or authorization issued by the secretary of state may be relied upon as conclusive evidence that the domestic or foreign corporation is in existence or is authorized to transact business in the corporate form in this state.))

Sec. 2107.  RCW 23B.01.290 and 1989 c 165 s 12 are each amended to read as follows:

((Any person who signs a document such person knows is false in any material respect with intent that the document be delivered to the secretary of state for filing is guilty of a gross misdemeanor punishable under chapter 9A.20 RCW)) Section 1209 of this act governs the penalty that applies for executing a false record that is intended to be delivered to the secretary of state for filing.

Sec. 2108.  RCW 23B.01.410 and 2009 c 189 s 2 are each amended to read as follows:

(1) Notice under this title must be provided in the form of a record, except that oral notice of any meeting of the board of directors may be given if expressly authorized by the articles of incorporation or bylaws.

(2) Permissible means of transmission.

(a) Oral notice. Oral notice may be communicated in person, by telephone, wire, or wireless equipment which does not transmit a facsimile of the notice, or by any electronic means which does not create a record. If these forms of oral notice are impracticable, oral notice may be communicated by radio, television, or other form of public broadcast communication.

(b) Notice provided in a tangible medium. Notice may be provided in a tangible medium and be transmitted by mail, private carrier, or personal delivery; telegraph or teletype; or telephone, wire, or wireless equipment which transmits a facsimile of the notice. If these forms of notice in a tangible medium are impracticable, notice in a tangible medium may be transmitted by an advertisement in a newspaper of general circulation in the area where published.

(c) Notice provided in an electronic transmission.

(i) Notice may be provided in an electronic transmission and be electronically transmitted.

(ii) Notice to shareholders or directors in an electronic transmission is effective only with respect to shareholders and directors that have consented, in the form of a record, to receive electronically transmitted notices under this title and designated in the consent the address, location, or system to which these notices may be electronically transmitted and with respect to a notice that otherwise complies with any other requirements of this title and applicable federal law.

(A) Notice to shareholders or directors for this purpose includes material that this title requires to accompany the notice.

(B) A shareholder or director who has consented to receipt of electronically transmitted notices may revoke this consent by delivering a revocation to the corporation in the form of a record.

(C) The consent of any shareholder or director is revoked if (I) the corporation is unable to electronically transmit two consecutive notices given by the corporation in accordance with the consent, and (II) this inability becomes known to the secretary of the corporation, the transfer agent, or any other person responsible for giving the notice. The inadvertent failure by the corporation to treat this inability as a revocation does not invalidate any meeting or other corporate action.

(iii) Notice to shareholders or directors who have consented to receipt of electronically transmitted notices may be provided by (A) posting the notice on an electronic network and (B) delivering to the shareholder or director a separate record of the posting, together with comprehensible instructions regarding how to obtain access to the posting on the electronic network.

(iv) Notice to a domestic or foreign corporation, authorized to transact business in this state, in an electronic transmission is effective only with respect to a corporation that has designated in a record an address, location, or system to which the notices may be electronically transmitted.

(d) Materials accompanying notice to shareholders of public companies. Notwithstanding anything to the contrary in this section or any other section of this title, if this title requires that a notice to shareholders be accompanied by certain material, a public company may satisfy such a requirement, whether or not a shareholder has consented to receive electronically transmitted notice, by (i) posting the material on an electronic network (either separate from, or in combination or as part of, any other materials the public company has posted on the electronic network in compliance with applicable federal law) at or prior to the time that the notice is delivered to the public company's shareholders entitled to receive the notice, and (ii) delivering to the public company's shareholders entitled to receive the notice a separate record of the posting (which record may accompany, or be contained in, the notice), together with comprehensible instructions regarding how to obtain access to the posting on the electronic network. In such a case, the material is deemed to have been delivered to the public company's shareholders at the time the notice to the shareholders is effective under this section. A public company that elects pursuant to this section to post on an electronic network any material required by this title to accompany a notice to shareholders is required, at its expense, to provide a copy of the material in a tangible medium (alone or in combination or as part of any other materials the public company has posted on the electronic network in compliance with federal law) to any shareholder entitled to such a notice who so requests.

(3) Effective time and date of notice.

(a) Oral notice. Oral notice is effective when received.

(b) Notice provided in a tangible medium.

(i) Notice in a tangible medium, if in a comprehensible form, is effective at the earliest of the following:

(A) If expressly authorized by the articles of incorporation or bylaws, and if notice is sent to the person's address, telephone number, or other number appearing on the records of the corporation, when dispatched by telegraph, teletype, or facsimile equipment;

(B) When received;

(C) Except as provided in (b)(ii) of this subsection, five days after its deposit in the United States mail, as evidenced by the postmark, if mailed with first-class postage, prepaid and correctly addressed; or

(D) On the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee.

(ii) Notice in a tangible medium by a domestic or foreign corporation to its shareholder, if in a comprehensible form and correctly addressed to the shareholder's address shown in the corporation's current record of shareholders, is effective:

(A) When mailed, if mailed with first-class postage prepaid; and

(B) When dispatched, if prepaid, by air courier.

(iii) Notice in a tangible medium to a domestic or foreign corporation, authorized to transact business in this state, may be addressed to the corporation's registered agent ((at its registered office)) or to the corporation or its secretary at its principal office shown in its most recent annual report, or in the case of a foreign corporation that has not yet delivered its annual report in its ((application for a certificate of authority)) foreign registration statement.

(c) Notice provided in an electronic transmission. Notice provided in an electronic transmission, if in comprehensible form, is effective when it: (i) Is electronically transmitted to an address, location, or system designated by the recipient for that purpose; or (ii) has been posted on an electronic network and a separate record of the posting has been delivered to the recipient together with comprehensible instructions regarding how to obtain access to the posting on the electronic network.

(4) If this title prescribes notice requirements for particular circumstances, those requirements govern. If articles of incorporation or bylaws prescribe notice requirements, not inconsistent with this section or other provisions of this title, those requirements govern.

Sec. 2109.  RCW 23B.01.520 and 1989 c 165 s 18 are each amended to read as follows:

For the privilege of doing business, every domestic corporation, except one for which existing law provides a different fee schedule, shall pay a fee for the filing of its articles of incorporation and its first year's license ((a fee of one hundred seventy-five dollars)), and an annual license fee for each year following incorporation on or before the expiration of its corporate license, in an amount established by the secretary of state under section 1213 of this act.

Sec. 2110.  RCW 23B.01.540 and 1989 c 165 s 20 are each amended to read as follows:

A foreign corporation doing an intrastate business or seeking to do an intrastate business in the state of Washington shall ((qualify so to do in the manner prescribed in this title and shall)) pay for the privilege of so doing the same filing and annual license fees prescribed in ((this title for domestic corporations, including the same fees as are prescribed in)) RCW 23B.01.520((, for the filing of articles of incorporation of a domestic corporation)) for domestic corporations.

Sec. 2111.  RCW 23B.01.570 and 1994 c 287 s 6 are each amended to read as follows:

In the event any corporation, foreign or domestic, fails to file a full and complete initial report under ((RCW 23B.02.050(4) and 23B.16.220(3))) section 1212 of this act or does business in this state without having paid its annual corporate license fee and without having filed a substantially complete annual report under ((RCW 23B.16.220(1))) section 1212 of this act when either is due, there shall become due and owing the state of Washington a penalty as established by rule by the secretary under section 1213 of this act.

A corporation organized under this title may at any time prior to its dissolution as provided in ((RCW 23B.14.200)) part I, Article 6 of this act, and a foreign corporation ((qualified)) registered to do business in this state may at any time prior to the ((revocation of its certificate of authority)) termination of its registration as provided in ((RCW 23B.15.300)) section 1511 of this act, pay to the state of Washington its current annual license fee, provided it also pays an amount equal to all previously unpaid annual license fees plus the penalty established by rule by the secretary under section 1213 of this act.

Sec. 2112.  RCW 23B.02.020 and 2009 c 189 s 3 are each amended to read as follows:

(1) The articles of incorporation must set forth:

(a) A corporate name for the corporation that satisfies the requirements of ((RCW 23B.04.010)) part I, Article 3 of this act;

(b) The number of shares the corporation is authorized to issue in accordance with RCW 23B.06.010 and 23B.06.020;

(c) The ((street address of the corporation's initial registered office and the)) name and address of its initial registered agent ((at that office)) designated in accordance with ((RCW 23B.05.010)) part I, Article 4 of this act; and

(d) The name and address of each incorporator in accordance with RCW 23B.02.010.

(2) The articles of incorporation or bylaws must either specify the number of directors or specify the process by which the number of directors will be fixed, unless the articles of incorporation dispense with a board of directors pursuant to RCW 23B.08.010.

(3) Unless its articles of incorporation provide otherwise, a corporation is governed by the following provisions:

(a) The board of directors may adopt bylaws to be effective only in an emergency as provided by RCW 23B.02.070;

(b) A corporation has the purpose of engaging in any lawful business under RCW 23B.03.010;

(c) A corporation has perpetual existence and succession in its corporate name under RCW 23B.03.020;

(d) A corporation has the same powers as an individual to do all things necessary or convenient to carry out its business and affairs, including itemized powers under RCW 23B.03.020;

(e) All shares are of one class and one series, have unlimited voting rights, and are entitled to receive the net assets of the corporation upon dissolution under RCW 23B.06.010 and 23B.06.020;

(f) If more than one class of shares is authorized, all shares of a class must have preferences, limitations, and relative rights identical to those of other shares of the same class under RCW 23B.06.010;

(g) If the board of directors is authorized to designate the number of shares in a series, the board may, after the issuance of shares in that series, reduce the number of authorized shares of that series under RCW 23B.06.020;

(h) The board of directors must approve any issuance of shares under RCW 23B.06.210;

(i) Shares may be issued pro rata and without consideration to shareholders under RCW 23B.06.230;

(j) Shares of one class or series may not be issued as a share dividend with respect to another class or series, unless there are no outstanding shares of the class or series to be issued, or a majority of votes entitled to be cast by such class or series approve as provided in RCW 23B.06.230;

(k) A corporation may issue rights, options, or warrants for the purchase of shares of the corporation under RCW 23B.06.240;

(l) A shareholder has, and may waive, a preemptive right to acquire the corporation's unissued shares as provided in RCW 23B.06.300;

(m) Shares of a corporation acquired by it may be reissued under RCW 23B.06.310;

(n) The board may authorize and the corporation may make distributions not prohibited by statute under RCW 23B.06.400;

(o) The preferential rights upon dissolution of certain shareholders will be considered a liability for purposes of determining the validity of a distribution under RCW 23B.06.400;

(p) Corporate action may be approved by shareholders by unanimous consent of all shareholders entitled to vote on the corporate action, unless the approval of a lesser number of shareholders is permitted as provided in RCW 23B.07.040, which shareholder consent shall be in the form of a record;

(q) Unless this title requires otherwise, the corporation is required to give notice only to shareholders entitled to vote at a meeting and the notice for an annual meeting need not include the purpose for which the meeting is called under RCW 23B.07.050;

(r) A corporation that is a public company shall hold a special meeting of shareholders if the holders of at least ten percent of the votes entitled to be cast on any issue proposed to be considered at the meeting demand a meeting under RCW 23B.07.020;

(s) Subject to statutory exceptions, each outstanding share, regardless of class, is entitled to one vote on each matter voted on at a shareholders' meeting under RCW 23B.07.210;

(t) A majority of the votes entitled to be cast on a matter by a voting group constitutes a quorum, unless the title provides otherwise under RCW 23B.07.250 and 23B.07.270;

(u) Corporate action on a matter, other than election of directors, by a voting group is approved if the votes cast within the voting group favoring the corporate action exceed the votes cast opposing the corporate action, unless this title requires a greater number of affirmative votes under RCW 23B.07.250;

(v) All shares of one or more classes or series that are entitled to vote will be counted together collectively on any matter at a meeting of shareholders under RCW 23B.07.260;

(w) Directors are elected by cumulative voting under RCW 23B.07.280;

(x) Directors are elected by a plurality of votes cast by shares entitled to vote under RCW 23B.07.280, except as otherwise provided in the articles of incorporation or a bylaw adopted pursuant to RCW 23B.10.205;

(y) A corporation must have a board of directors under RCW 23B.08.010;

(z) All corporate powers must be exercised by or under the authority of, and the business and affairs of the corporation managed under the direction of, its board of directors under RCW 23B.08.010;

(aa) The shareholders may remove one or more directors with or without cause under RCW 23B.08.080;

(bb) A vacancy on the board of directors may be filled by the shareholders or the board of directors under RCW 23B.08.100;

(cc) A corporation shall indemnify a director who was wholly successful in the defense of any proceeding to which the director was a party because the director is or was a director of the corporation against reasonable expenses incurred by the director in connection with the proceeding under RCW 23B.08.520;

(dd) A director of a corporation who is a party to a proceeding may apply for indemnification of reasonable expenses incurred by the director in connection with the proceeding to the court conducting the proceeding or to another court of competent jurisdiction under RCW 23B.08.540;

(ee) An officer of the corporation who is not a director is entitled to mandatory indemnification under RCW 23B.08.520, and is entitled to apply for court-ordered indemnification under RCW 23B.08.540, in each case to the same extent as a director under RCW 23B.08.570;

(ff) The corporation may indemnify and advance expenses to an officer, employee, or agent of the corporation who is not a director to the same extent as to a director under RCW 23B.08.570;

(gg) A corporation may indemnify and advance expenses to an officer, employee, or agent who is not a director to the extent, consistent with law, that may be provided by its articles of incorporation, bylaws, general or specific approval of its board of directors, or contract under RCW 23B.08.570;

(hh) A corporation's board of directors may adopt certain amendments to the corporation's articles of incorporation without shareholder approval under RCW 23B.10.020;

(ii) Unless this title or the board of directors requires a greater vote or a vote by voting groups, an amendment to the corporation's articles of incorporation must be approved by each voting group entitled to vote on the proposed amendment by two-thirds, or, in the case of a public company, a majority, of all the votes entitled to be cast by that voting group under RCW 23B.10.030;

(jj) A corporation's board of directors may amend or repeal the corporation's bylaws unless this title reserves this power exclusively to the shareholders in whole or in part, or unless the shareholders in amending or repealing a bylaw provide expressly that the board of directors may not amend or repeal that bylaw under RCW 23B.10.200;

(kk) Unless this title or the board of directors require a greater vote or a vote by voting groups, a plan of merger or share exchange must be approved by each voting group entitled to vote on the merger or share exchange by two-thirds of all the votes entitled to be cast by that voting group under RCW 23B.11.030;

(ll) Approval by the shareholders of the sale, lease, exchange, or other disposition of all, or substantially all, the corporation's property in the usual and regular course of business is not required under RCW 23B.12.010;

(mm) Approval by the shareholders of the mortgage, pledge, dedication to the repayment of indebtedness, or other encumbrance of any or all of the corporation's property, whether or not in the usual and regular course of business, is not required under RCW 23B.12.010;

(nn) Unless the board of directors requires a greater vote or a vote by voting groups, a sale, lease, exchange, or other disposition of all or substantially all of the corporation's property, other than in the usual and regular course of business, must be approved by each voting group entitled to vote on such transaction by two-thirds of all votes entitled to be cast by that voting group under RCW 23B.12.020; and

(oo) Unless the board of directors requires a greater vote or a vote by voting groups, a proposal to dissolve must be approved by each voting group entitled to vote on the dissolution by two-thirds of all votes entitled to be cast by that voting group under RCW 23B.14.020.

(4) Unless its articles of incorporation or its bylaws provide otherwise, a corporation is governed by the following provisions:

(a) The board of directors may approve the issuance of some or all of the shares of any or all of the corporation's classes or series without certificates under RCW 23B.06.260;

(b) A corporation that is not a public company shall hold a special meeting of shareholders if the holders of at least ten percent of the votes entitled to be cast on any issue proposed to be considered at the meeting demand a meeting under RCW 23B.07.020;

(c) A director need not be a resident of this state or a shareholder of the corporation under RCW 23B.08.020;

(d) The board of directors may fix the compensation of directors under RCW 23B.08.110;

(e) Members of the board of directors may participate in a meeting of the board by any means of similar communication by which all directors participating can hear each other during the meeting under RCW 23B.08.200;

(f) Corporate action permitted or required by this title to be taken at a board of directors' meeting may be approved without a meeting if approved by all members of the board under RCW 23B.08.210;

(g) Regular meetings of the board of directors may be held without notice of the date, time, place, or purpose of the meeting under RCW 23B.08.220;

(h) Special meetings of the board of directors must be preceded by at least two days' notice of the date, time, and place of the meeting, and the notice need not describe the purpose of the special meeting under RCW 23B.08.220;

(i) A quorum of a board of directors consists of a majority of the number of directors under RCW 23B.08.240;

(j) If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the board of directors under RCW 23B.08.240;

(k) A board of directors may create one or more committees and appoint members of the board of directors to serve on them under RCW 23B.08.250; and

(l) Unless approved by the shareholders, a corporation may indemnify, or make advances to, a director for reasonable expenses incurred in the defense of any proceeding to which the director was a party because of being a director only to the extent such action is consistent with RCW 23B.08.500 through 23B.08.580.

(5) The articles of incorporation may contain the following provisions:

(a) The names and addresses of the individuals who are to serve as initial directors;

(b) The par value of any authorized shares or classes of shares;

(c) Provisions not inconsistent with law related to the management of the business and the regulation of the affairs of the corporation;

(d) Any provision that under this title is required or permitted to be set forth in the bylaws;

(e) Provisions not inconsistent with law defining, limiting, and regulating the powers of the corporation, its board of directors, and shareholders;

(f) Provisions authorizing corporate action to be approved by consent of less than all of the shareholders entitled to vote on the corporate action, in accordance with RCW 23B.07.040;

(g) If the articles of incorporation authorize dividing shares into classes, the election of all or a specified number of directors may be effected by the holders of one or more authorized classes of shares under RCW 23B.08.040;

(h) The terms of directors may be staggered under RCW 23B.08.060;

(i) Shares may be redeemable or convertible (i) at the option of the corporation, the shareholder, or another person, or upon the occurrence of a designated event; (ii) for cash, indebtedness, securities, or other property; or (iii) in a designated amount or in an amount determined in accordance with a designated formula or by reference to extrinsic data or events under RCW 23B.06.010; and

(j) A director's personal liability to the corporation or its shareholders for monetary damages for conduct as a director may be eliminated or limited under RCW 23B.08.320.

(6) The articles of incorporation or the bylaws may contain the following provisions:

(a) A restriction on the transfer or registration of transfer of the corporation's shares under RCW 23B.06.270;

(b) Shareholders may participate in a meeting of shareholders by any means of communication by which all persons participating in the meeting can hear each other under RCW 23B.07.080;

(c) A quorum of the board of directors may consist of as few as one-third of the number of directors under RCW 23B.08.240;

(d) If the corporation is registered as an investment company under the investment company act of 1940, a provision limiting the requirement to hold an annual meeting of shareholders as provided in RCW 23B.07.010(2); and

(e) If the corporation is registered as an investment company under the investment company act of 1940, a provision establishing terms of directors which terms may be longer than one year as provided in RCW 23B.05.050.

(7) The articles of incorporation need not set forth any of the corporate powers enumerated in this title.

Sec. 2113.  RCW 23B.02.050 and 2009 c 189 s 4 are each amended to read as follows:

(1) After incorporation:

(a) If initial directors are named in the articles of incorporation, the initial directors shall hold an organizational meeting, at the call of a majority of the directors, to complete the organization of the corporation by appointing officers, adopting bylaws, and carrying on any other business brought before the meeting;

(b) If initial directors are not named in the articles, the incorporator or incorporators shall hold an organizational meeting at the call of a majority of the incorporators:

(i) To elect directors and complete the organization of the corporation; or

(ii) To elect a board of directors who shall complete the organization of the corporation.

(2) Corporate action required or permitted by this title to be approved by incorporators at an organizational meeting may be approved without a meeting if the approval is evidenced by the consent of each of the incorporators in the form of a record describing the corporate action so approved and executed by each incorporator.

(3) An organizational meeting may be held in or out of this state.

(4) A ((corporation's initial report containing the information described in RCW 23B.16.220(1))) corporation must ((be delivered)) deliver an initial report to the secretary of state ((within one hundred twenty days of the date on which the corporation's articles of incorporation were filed)) in accordance with section 1212 of this act.

Sec. 2114.  RCW 23B.04.010 and 2012 c 215 s 18 are each amended to read as follows:

(((1))) A corporate name((:

(d) Use of abbreviation or the plural form of a word in the same name)) must comply with the requirements of part I, Article 3 of this act.

Sec. 2115.  RCW 23B.04.020 and 1989 c 165 s 38 are each amended to read as follows:

(((1))) A person may reserve the exclusive use of a corporate name((, including a fictitious name adopted pursuant to RCW 23B.15.060 for a foreign corporation whose corporate name is not available, by delivering an application to the secretary of state for filing. The application must set forth the name and address of the applicant and the name proposed to be reserved. If the secretary of state finds that the corporate name applied for is available, the secretary of state shall reserve the name for the applicant's exclusive use for a nonrenewable one hundred eighty-day period.

(2) The owner of a reserved corporate name may transfer the reservation to another person by delivering to the secretary of state a signed notice of the transfer that states the name and address of the transferee)) in accordance with section 1303 of this act.

Sec. 2116.  RCW 23B.04.030 and 1989 c 165 s 39 are each amended to read as follows:

(((1))) A foreign corporation may register its corporate name((, or its corporate name with any addition required by RCW 23B.15.060, if the name is distinguishable upon the records of the secretary of state from the names specified in RCW 23B.04.010(1).

(5) A foreign corporation whose registration is effective may thereafter qualify as a foreign corporation under the registered name, or consent in writing to the use of that name by a corporation thereafter incorporated under this title, by a limited partnership thereafter formed under chapter 25.10 RCW, or by another foreign corporation or limited partnership thereafter authorized to transact business in this state. The registration terminates when the domestic corporation is incorporated or the domestic limited partnership is formed, or the foreign corporation qualifies or consents to the qualification of another foreign corporation or limited partnership under the registered name)) in accordance with section 1304 of this act.

Sec. 2117.  RCW 23B.05.010 and 2002 c 297 s 15 are each amended to read as follows:

(((1))) Each corporation must continuously maintain in this state((:

(2) A registered agent shall not be appointed without having given prior consent in a record to the appointment. The consent shall be filed with the secretary of state in such form as the secretary of state may prescribe. The consent shall be filed with or as a part of the record first appointing a registered agent. In the event any individual, corporation, or limited liability company has been appointed agent without consent, that person, corporation, or limited liability company may file a notarized statement attesting to that fact, and the name shall immediately be removed from the records of the secretary of state)) a registered agent in accordance with part I, Article 4 of this act.

Sec. 2118.  RCW 23B.05.020 and 2002 c 297 s 16 are each amended to read as follows:

(1) A corporation may change its ((registered office or)) registered agent ((by delivering to the secretary of state for filing a statement of change that sets forth:

(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)) in accordance with section 1407 of this act.

(2) ((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 corporation for which the agent is the registered agent by notifying the corporation of the change either (a) in a written record, or (b) if the corporation has designated an address, location, or system to which the notices may be electronically transmitted and the registered agent electronically transmits the notice to the corporation at the designated address, location, or system, in an electronically transmitted record and delivering to the secretary of state for filing a statement that complies with the requirements of subsection (1) of this section and recites that the corporation has been notified of the change)) may change its information on file with the secretary of state in accordance with section 1408 or 1409 of this act.

Sec. 2119.  RCW 23B.05.030 and 1989 c 165 s 42 are each amended to read as follows:

(((1))) A registered agent may resign as agent by ((signing and)) delivering to the secretary of state for filing a statement of resignation in accordance with section 1410 of this act. ((The statement may include a statement that the registered office is also discontinued.

(3) The agency appointment is terminated, and the registered office discontinued if so provided, on the 31st day after the date on which the statement was filed.))

Sec. 2120.  RCW 23B.05.040 and 1989 c 165 s 43 are each amended to read as follows:

(((1) A corporation's registered agent is the corporation's agent for)) Service of process, notice, or demand required or permitted by law to be served on the corporation may be made in accordance with section 1411 of this act.

(((2) The secretary of state shall be an agent of a corporation upon whom any such process, notice, or demand may be served if:

(5) This section does not limit or affect the right to serve any process, notice, or demand required or permitted by law to be served upon a corporation in any other manner now or hereafter permitted by law.))

Sec. 2121.  RCW 23B.09.040 and 2014 c 83 s 12 are each amended to read as follows:

(1) After a plan of entity conversion by a domestic corporation converting into an other entity has been adopted and approved as required by this chapter, articles of entity conversion must be signed on behalf of the domestic corporation by any officer or other duly authorized representative and must be delivered to the secretary of state for filing.

(2) After the conversion of an other entity into a domestic corporation has been adopted and approved as required by the organic law of the converting entity, articles of entity conversion must be signed on behalf of the converting entity by any officer or other duly authorized representative and must be delivered to the secretary of state for filing.

(3) The articles of entity conversion must set forth:

(a) A statement that the converting entity has been converted into the surviving entity;

(b) The name and form of the converting entity before conversion;

(c) The name and form of the surviving entity after conversion, which must be a name that satisfies the requirements of ((RCW 23B.04.010)) part I, Article 3 of this act if the surviving entity after conversion is a domestic corporation;

(d) Articles of incorporation that comply with RCW 23B.02.020 if the surviving entity after conversion is a domestic corporation;

(e) The date the conversion is effective under the organic law of the surviving entity;

(f) If the converting entity is a domestic corporation, a statement that the conversion was duly approved by the shareholders of the domestic corporation pursuant to RCW 23B.09.030;

(g) If the converting entity is an other entity, a statement that the conversion was duly approved as required by the organic law of the converting entity; and

(h) If the surviving entity is a foreign other entity not authorized to transact business in this state: (i) A statement that the surviving entity ((appoints the secretary of state as its agent for)) consents to service of process pursuant to section 1411 of this act in a proceeding to enforce any obligation or the rights of dissenting shareholders of the domestic corporation; and (ii) the street and mailing address of ((an office which the secretary of state may use for the purposes of RCW 23B.15.100)) the entity's principal office that may be used for service of process under section 1411 of this act.

(4) The articles of entity conversion take effect at the effective time provided in ((RCW 23B.01.230)) section 1203 of this act. Articles of entity conversion under subsection (1) or (2) of this section may be combined with any required conversion filing under the organic law of the other entity if the combined filing satisfies the requirements of both this section and the organic law of the other entity.

Sec. 2122.  RCW 23B.09.050 and 2014 c 83 s 13 are each amended to read as follows:

(1) An entity that has been converted pursuant to this chapter is, for all purposes of the laws of the state of Washington, deemed to be the same entity that existed before the conversion and, unless otherwise agreed or as required under applicable non-Washington law, the converting entity is not required to wind up its affairs or pay its liabilities and distribute its assets, and the conversion is not deemed to constitute a dissolution of the converting entity.

(2) When any conversion becomes effective under this chapter:

(a) The title to all real estate and other property, both tangible and intangible, owned by the converting entity remains vested in the surviving entity without reversion or impairment;

(b) All rights of creditors and all liens upon any property of the converting entity must be preserved unimpaired, and all debts, liabilities, and other obligations of the converting entity continue as obligations of the surviving entity, remain attached to the surviving entity, and may be enforced against it to the same extent as if the debts, liabilities, and other obligations had originally been incurred or contracted by it in its capacity as the surviving entity;

(c) An action or proceeding pending by or against the converting entity may be continued by or against the surviving entity as if the conversion had not occurred;

(d) Except as prohibited by other law, all of the rights, privileges, immunities, powers, and purposes of the converting entity remain vested in the surviving entity; and

(e) Except as otherwise provided in the plan of entity conversion, the terms and conditions of the plan of entity conversion take effect.

(3) When a conversion of a domestic corporation to a foreign other entity becomes effective, the surviving entity is deemed:

(a) To consent to the jurisdiction of the courts of this state to enforce any obligation owed by the converting entity, if before the conversion the converting entity was subject to suit in this state on the obligation;

(b) To ((appoint the secretary of state as its agent for)) consent to service of process pursuant to section 1411 of this act in a proceeding to enforce any obligation or the rights of dissenting shareholders of the domestic corporation in connection with the conversion; and

(c) To agree that it will promptly pay to the dissenting shareholders of the domestic corporation the amount, if any, to which they are entitled under chapter 23B.13 RCW.

Sec. 2123.  RCW 23B.09.060 and 2014 c 83 s 14 are each amended to read as follows:

(1) Unless otherwise provided in a plan of entity conversion of a domestic corporation, after the plan of entity conversion has been adopted and approved as required by this chapter, and at any time before the articles of entity conversion have become effective, the planned conversion may be abandoned by the board of directors without action by the shareholders.

(2) If any entity conversion is abandoned after articles of entity conversion have been filed with the secretary of state but before the entity conversion has become effective, a statement that the entity conversion has been abandoned in accordance with this section, signed by an officer or other duly authorized representative, must be delivered to the secretary of state for filing prior to the effective date of the entity conversion and in accordance with section 1204 of this act. Upon filing, the statement takes effect and the entity conversion is deemed abandoned and may not become effective.

Sec. 2124.  RCW 23B.11.070 and 1989 c 165 s 137 are each amended to read as follows:

(1) One or more foreign corporations may merge or enter into a share exchange with one or more domestic corporations if:

(a) In a merger, the merger is permitted by the law of the state or country under whose law each foreign corporation is incorporated and each foreign corporation complies with that law in effecting the merger;

(b) In a share exchange, the corporation whose shares will be acquired is a domestic corporation, whether or not a share exchange is permitted by the law of the state or country under whose law the acquiring corporation is incorporated;

(c) The foreign corporation complies with RCW 23B.11.050 if it is the surviving corporation of the merger or acquiring corporation of the share exchange; and

(d) Each domestic corporation complies with the applicable provisions of RCW 23B.11.010 through 23B.11.040 and, if it is the surviving corporation of the merger or acquiring corporation of the share exchange, with RCW 23B.11.050.

(2) Upon the merger or share exchange taking effect, the surviving foreign corporation of a merger and the acquiring foreign corporation of a share exchange is deemed:

(a) To ((appoint the secretary of state as its agent for)) consent to service of process pursuant to section 1411 of this act in a proceeding to enforce any obligation or the rights of dissenting shareholders of each domestic corporation party to the merger or share exchange; and

(b) To agree that it will promptly pay to the dissenting shareholders of each domestic corporation party to the merger or share exchange the amount, if any, to which they are entitled under chapter 23B.13 RCW.

(3) This section does not limit the power of a foreign corporation to acquire all or part of the shares of one or more classes or series of a domestic corporation through a voluntary exchange or otherwise.

Sec. 2125.  RCW 23B.11.110 and 2009 c 188 s 1403 are each amended to read as follows:

(1) One or more foreign limited partnerships, foreign corporations, foreign partnerships, and foreign limited liability companies may merge with one or more domestic partnerships, domestic limited liability companies, domestic limited partnerships, or domestic corporations, provided that:

(a) The merger is permitted by the law of the jurisdiction under which each foreign limited partnership was organized and the law of the state or country under which each foreign corporation was incorporated and each foreign limited partnership or foreign corporation complies with that law in effecting the merger;

(b) If the surviving entity is a foreign or domestic corporation, that corporation complies with RCW 23B.11.090;

(c) If the surviving entity is a foreign or domestic limited partnership, that limited partnership complies with RCW 25.10.786;

(d) Each domestic corporation complies with RCW 23B.11.080;

(e) Each domestic limited partnership complies with RCW 25.10.781;

(f) Each domestic limited liability company complies with RCW 25.15.400; and

(g) Each domestic partnership complies with RCW 25.05.375.

(2) Upon the merger taking effect, a surviving foreign corporation, foreign limited partnership, foreign limited liability corporation, or foreign partnership is deemed:

(a) To ((appoint the secretary of state as its agent for)) consent to service of process pursuant to section 1411 of this act in a proceeding to enforce any obligation or the rights of dissenting shareholders or partners of each domestic corporation, domestic limited partnership, domestic limited liability company, or domestic partnership party to the merger; and

(b) To agree that it will promptly pay to the dissenting shareholders or partners of each domestic corporation, domestic limited partnership, domestic limited liability company, or domestic partnership party to the merger the amount, if any, to which they are entitled under chapter 23B.13 RCW, in the case of dissenting shareholders, or under chapter 25.10, 25.15, or 25.05 RCW, in the case of dissenting partners.

Sec. 2126.  RCW 23B.14.040 and 2009 c 189 s 52 are each amended to read as follows:

(1) A corporation may revoke its dissolution within one hundred twenty days of its effective date.

(2) Revocation of dissolution must be approved in the same manner as the dissolution was approved unless that approval permitted revocation upon approval by the board of directors alone, in which event the board of directors may revoke the dissolution without shareholder approval.

(3) After the revocation of dissolution is approved, the corporation may revoke the dissolution by delivering to the secretary of state for filing articles of revocation of dissolution, together with a copy of its articles of dissolution, that set forth:

(a) The name of the corporation and a statement that such name satisfies the requirements of ((RCW 23B.04.010)) part I, Article 3 of this act; if the name is not available, the corporation must ((file)) deliver to the secretary of state for filing articles of amendment changing its name with the articles of revocation of dissolution;

(b) The effective date of the dissolution that was revoked;

(c) The date that the revocation of dissolution was approved;

(d) If the corporation's board of directors, or incorporators, revoked the dissolution, a statement to that effect;

(e) If the corporation's board of directors revoked a dissolution authorized by the shareholders, a statement that revocation was permitted by action by the board of directors alone pursuant to that authorization; and

(f) If shareholder approval was required to revoke the dissolution, a statement that revocation of the dissolution was duly approved by the shareholders in accordance with ((RCW 23B.14.040(2) [subsection (2) of this section])) subsection (2) of this section and RCW 23B.14.020.

(4) Revocation of dissolution is effective upon the effective date of the articles of revocation of dissolution.

(5) When the revocation of dissolution is effective, it relates back to and takes effect as of the effective date of the dissolution and the corporation resumes carrying on its business as if dissolution had never occurred.

Sec. 2127.  RCW 23B.14.200 and 1994 c 287 s 7 are each amended to read as follows:

The secretary of state may administratively dissolve a corporation under ((RCW 23B.14.210 if:

(6) The corporation's period of duration stated in its articles of incorporation expired prior to July 1, 1990, but the corporation has timely paid all license fees imposed by this title and set by rule by the secretary, has timely filed annual reports with the secretary of state, has never been without a registered agent or registered office in this state for sixty days or more, and has never failed to notify the secretary of state of changes in a registered agent or registered office within sixty days of such change)) the circumstances and procedures provided in part I, Article 6 of this act.

Sec. 2128.  RCW 23B.14.220 and 2006 c 52 s 13 are each amended to read as follows:

(1) A corporation administratively dissolved under ((RCW 23B.14.210)) section 1603 of this act may apply to the secretary of state for reinstatement ((within five years after the effective date of dissolution. The application must:

(3) When the reinstatement is effective, it relates back to and takes effect as of the effective date of the administrative dissolution and the corporation resumes carrying on its business as if the administrative dissolution had never occurred)) in accordance with section 1604 of this act.

Sec. 2129.  RCW 23B.14.390 and 1995 c 47 s 8 are each amended to read as follows:

On the first day of each month, the secretary of state shall prepare a list of corporations dissolved during the preceding month pursuant to RCW 23B.14.030, ((23B.14.210, and)) 23B.14.330, and section 1603 of this act.

Sec. 2130.  RCW 23B.15.010 and 1993 c 181 s 11 are each amended to read as follows:

(1) Unless it is otherwise authorized to transact business pursuant to a state or federal statute, a foreign corporation may not transact business in this state until it ((obtains a certificate of authority from)) registers with the secretary of state in accordance with part I, Article 5 of this act.

(2) ((The following activities, among others,)) A nonexhaustive list of activities that do not constitute transacting business ((within the meaning of subsection (1) of this section:

(3) The list of activities in subsection (2) of this section is not exhaustive)) in this state is provided in section 1505 of this act.

Sec. 2131.  RCW 23B.15.020 and 1990 c 178 s 8 are each amended to read as follows:

(((1))) Unless it is otherwise authorized to transact business pursuant to a state or federal statute, a foreign corporation transacting business in this state without ((a certificate of authority may not maintain a proceeding in any court in this state until it obtains a certificate of authority.

(5) Notwithstanding subsections (1) and (2) of this section, the failure of a foreign corporation to obtain a certificate of authority does not impair the validity of its corporate acts or prevent it from defending any proceeding in this state)) registering with the secretary of state is subject to section 1502 of this act.

Sec. 2132.  RCW 23B.15.030 and 1989 c 165 s 171 are each amended to read as follows:

(((1))) A foreign corporation may ((apply for a certificate of authority)) register to transact business in this state by delivering ((an application)) a foreign registration statement to the secretary of state for filing in accordance with section 1503 of this act. ((The application must state:

(2) The foreign corporation shall deliver with the completed application a certificate of existence, or a document of similar import, issued no more than sixty days before the date of the application and duly authenticated by the secretary of state or other official having custody of corporate records in the state or country under whose law it is incorporated.))

Sec. 2133.  RCW 23B.15.040 and 1991 c 72 s 38 are each amended to read as follows:

(((1))) A foreign corporation ((authorized)) registered to transact business in this state must ((obtain an amended certificate of authority from the secretary of state if it changes:

(f) A copy of the document filed in the state or country of incorporation showing that jurisdiction's "filed" stamp)) amend its foreign registration statement under the circumstances specified in section 1504 of this act.

Sec. 2134.  RCW 23B.15.050 and 1989 c 165 s 173 are each amended to read as follows:

(1) A ((certificate of authority authorizes the)) registered foreign corporation ((to which it is issued to)) may transact business in this state subject, however, to the right of the state to ((revoke the certificate)) terminate the registration as provided in ((this title)) part I, Article 5 of this act.

(2) ((A foreign corporation holding a valid certificate of authority shall have no greater rights and privileges than a domestic corporation of like character. Except as otherwise provided by this title, a foreign corporation is subject to the same duties, restrictions, penalties, and liabilities now or later imposed on a domestic corporation of like character.

(3) Except as otherwise provided in chapter 23B.19 RCW, this title does not authorize this state to regulate the organization or internal affairs of a foreign corporation authorized to transact business in this state)) A foreign corporation registered to transact business in this state is subject to section 1501 of this act relating to the effect of registration and the governing law for registered foreign corporations.

Sec. 2135.  RCW 23B.15.060 and 1998 c 102 s 2 are each amended to read as follows:

(((1) No certificate of authority shall be issued to a foreign corporation unless the corporate name of such corporation:

(6) If a foreign corporation authorized to transact business in this state changes its corporate name to one that does not satisfy the requirements of subsection (1) of this section, it may not transact business in this state under the changed name until it adopts a name satisfying such requirements and obtains an amended certificate of authority under RCW 23B.15.040)) The corporate name of a foreign corporation registered in this state must comply with the provisions of section 1506 of this act and part I, Article 3 of this act.

Sec. 2136.  RCW 23B.15.070 and 2002 c 297 s 43 are each amended to read as follows:

(((1))) Each foreign corporation ((authorized)) registered to transact business in this state must continuously maintain in this state((:

(2) A registered agent shall not be appointed without having given prior consent in a record to the appointment. The consent shall be filed with the secretary of state in such form as the secretary of state may prescribe. The consent shall be filed with or as a part of the record first appointing a registered agent. In the event any individual, corporation, or limited liability company has been appointed agent without consent, that person, corporation, or limited liability company may file a notarized statement attesting to that fact, and the name shall forthwith be removed from the records)) a registered agent in accordance with part I, Article 4 of this act.

Sec. 2137.  RCW 23B.15.080 and 2002 c 297 s 44 are each amended to read as follows:

(1) A foreign corporation ((authorized)) registered to transact business in this state may change its registered ((office or registered)) agent by delivering to the secretary of state for filing a statement of change ((that sets forth:

(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)) in accordance with section 1407 of this act.

(2) ((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 corporation for which the agent is the registered agent by notifying the corporation of the change either (a) in a record or (b) if the corporation has designated an address, location, or system to which the notices may be electronically transmitted and the registered agent electronically transmits the notice to the corporation at the designated address, location, or system, in an electronically transmitted record, and delivering to the secretary of state for filing a statement of change that complies with the requirements of subsection (1) of this section and recites that the corporation has been notified of the change)) of a foreign corporation may change its information on file with the secretary of state in accordance with section 1408 or 1409 of this act.

Sec. 2138.  RCW 23B.15.090 and 1989 c 165 s 177 are each amended to read as follows:

(((1))) The registered agent of a foreign corporation may resign as agent by signing and delivering to the secretary of state for filing a statement of resignation((. The statement of resignation may include a statement that the registered office is also discontinued.

(3) 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)) in accordance with section 1410 of this act.

Sec. 2139.  RCW 23B.15.100 and 1989 c 165 s 178 are each amended to read as follows:

(((1) The registered agent appointed by a foreign corporation authorized to transact business in this state shall be an agent of such corporation upon whom)) Service of any process, notice, or demand required or permitted by law to be served upon the foreign corporation may be ((served.

(5) This section does not limit or affect the right to serve any process, notice, or demand, required or permitted by law to be served upon a corporation in any other manner now or hereafter permitted by law)) made in accordance with section 1411 of this act.

Sec. 2140.  RCW 23B.15.200 and 1989 c 165 s 179 are each amended to read as follows:

(((1))) A foreign corporation ((authorized)) registered to transact business in this state may not withdraw from this state until it ((obtains a certificate)) delivers a statement of withdrawal ((from)) to the secretary of state((.

(3) After the withdrawal of the corporation is effective, service of process on the secretary of state under RCW 23B.15.100 is service on the foreign corporation)) for filing in accordance with section 1507 of this act.

Sec. 2141.  RCW 23B.15.300 and 1991 c 72 s 39 are each amended to read as follows:

The secretary of state may ((revoke the certificate of authority)) terminate the registration of a registered foreign corporation ((authorized to transact business in this state if:

(6) The secretary of state receives a duly authenticated certificate from the secretary of state or other official having custody of corporate records in the state or country under whose law the foreign corporation is incorporated stating that it has been dissolved or disappeared as the result of a merger)) under the circumstances and procedures specified in section 1511 of this act.

Sec. 2142.  RCW 23B.16.010 and 2009 c 189 s 54 are each amended to read as follows:

(1) A corporation shall keep as permanent records minutes of all meetings of its shareholders and board of directors, a record of all corporate actions approved by the shareholders or board of directors by executed consent without a meeting, and a record of all corporate actions approved by a committee of the board of directors exercising the authority of the board of directors on behalf of the corporation.

(2) A corporation shall maintain appropriate accounting records.

(3) A corporation or its agent shall maintain a record of its shareholders, in a form that permits preparation of a list of the names and addresses of all shareholders, in alphabetical order by class of shares showing the number and class of shares held by each.

(4) A corporation shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time.

(5) A corporation shall keep a copy of the following records at its principal office:

(a) Its articles or restated articles of incorporation and all amendments to them currently in effect;

(b) Its bylaws or restated bylaws and all amendments to them currently in effect;

(c) The minutes of all shareholders' meetings, and records of all corporate actions approved by shareholders without a meeting, for the past three years;

(d) The financial statements described in RCW 23B.16.200(1), for the past three years;

(e) All communications in the form of a record to shareholders generally within the past three years;

(f) A list of the names and business addresses of its current directors and officers; and

(g) Its initial report or most recent annual report delivered to the secretary of state under ((RCW 23B.16.220)) section 1212 of this act.

Sec. 2143.  RCW 23B.16.220 and 2001 c 307 s 1 are each amended to read as follows:

(((1))) Each domestic corporation, and each foreign corporation ((authorized)) registered to transact business in this state, shall deliver to the secretary of state for filing initial and annual reports ((that set forth:

(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)) in accordance with section 1212 of this act.

Sec. 2144.  RCW 23B.18.020 and 1989 c 165 s 192 are each amended to read as follows:

Such nonadmitted organizations shall have the right to foreclose such mortgages under the laws of this state or to receive voluntary conveyance in lieu of foreclosure, and in the course of such foreclosure or of such receipt of conveyance in lieu of foreclosure, to acquire the mortgaged property, and to hold and own such property and to dispose thereof. Such nonadmitted organizations however, shall not be allowed to hold, own, and operate said property for a period exceeding five years. In the event said nonadmitted organizations do hold, own, and operate said property for a period in excess of five years, it shall be forthwith required to appoint an agent as required by RCW 23B.15.070 and part I, Article 4 of this act for foreign corporations doing business in this state.

Sec. 2145.  RCW 23B.18.030 and 1989 c 165 s 193 are each amended to read as follows:

The activities authorized by RCW 23B.18.010 and 23B.18.020 by such nonadmitted organizations shall not constitute "transacting business" within the meaning of chapter 23B.15 RCW or part I, Article 5 of this act.

Sec. 2146.  RCW 23B.18.040 and 1989 c 165 s 194 are each amended to read as follows:

In any action in law or equity commenced by the obligor or obligors, it, his, her, or their assignee or assignees against the said nonadmitted organizations on the said notes secured by said real estate mortgages purchased by said nonadmitted organizations, service of all legal process may be ((had by serving the secretary of state of the state of Washington)) made in accordance with section 1411 of this act.

Sec. 2147.  RCW 23B.19.020 and 1996 c 155 s 1 are each amended to read as follows:

The definitions in this section apply throughout this chapter.

(1) "Acquiring person" means a person or group of persons, other than the target corporation or a subsidiary of the target corporation, who beneficially owns ten percent or more of the outstanding voting shares of the target corporation. The term "acquiring person" does not include a person who (a) beneficially owned ten percent or more of the outstanding voting shares of the target corporation on March 23, 1988; (b) acquires its shares by gift, inheritance, or in a transaction in which no consideration is exchanged; (c) exceeds the ten percent threshold as a result of action taken solely by the target corporation, such as redemption of shares, unless that person, by its own action, acquires additional shares of the target corporation; (d) beneficially was the owner of ten percent or more of the outstanding voting shares prior to the time the target corporation had a class of voting shares registered with the securities and exchange commission pursuant to section 12 or 15 of the exchange act; or (e) beneficially was the owner of ten percent or more of the outstanding voting shares prior to the time the target corporation amended its articles of incorporation to provide that the corporation shall be subject to the provisions of this chapter. An agent, bank, broker, nominee, or trustee for another person, if the other person is not an acquiring person, who acts in good faith and not for the purpose of circumventing this chapter, is not an acquiring person. For the purpose of determining whether a person is an acquiring person, the number of voting shares of the target corporation that are outstanding shall include shares beneficially owned by the person through application of subsection (4) of this section, but shall not include any other unissued voting shares of the target corporation which may be issuable pursuant to any agreement, arrangement, or understanding; or upon exercise of conversion rights, warrants, or options; or otherwise.

(2) "Affiliate" means a person who directly or indirectly controls, or is controlled by, or is under common control with, a person.

(3) "Announcement date," when used in reference to any significant business transaction, means the date of the first public announcement of the final, definitive proposal for such a significant business transaction.

(4) "Associate" means (a) a domestic or foreign corporation or organization of which a person is an officer, director, member, or partner or in which a person performs a similar function; (b) a direct or indirect beneficial owner of ten percent or more of any class of equity securities of a person; (c) a trust or estate in which a person has a beneficial interest or as to which a person serves as trustee or in a similar fiduciary capacity; and (d) the spouse or a parent or sibling of a person or a child, grandchild, sibling, parent, or spouse of any thereof, of a person or an individual having the same home as a person.

(5) "Beneficial ownership," when used with respect to any shares, means ownership by a person:

(a) Who, individually or with or through any of its affiliates or associates, beneficially owns such shares, directly or indirectly; or

(b) Who, individually or with or through any of its affiliates or associates, has (i) the right to acquire the shares, whether the right is exercisable immediately or only after the passage of time, pursuant to any agreement, arrangement, or understanding, whether or not in writing, or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise. A person is not the beneficial owner of shares tendered pursuant to a tender or exchange offer made by the person or any of the person's affiliates or associates until the tendered shares are accepted for purchase or exchange; or (ii) the right to vote the shares pursuant to any agreement, arrangement, or understanding, whether or not in writing. A person is not the beneficial owner of any shares under (b)(ii) of this subsection if the agreement, arrangement, or understanding to vote the shares arises solely from a revocable proxy or consent given in response to a proxy or consent solicitation made in accordance with the applicable rules and regulations under the exchange act and is not then reportable on schedule 13D under the exchange act, or any comparable or successor report; or

(c) Who has any agreement, arrangement, or understanding, whether or not in writing, for the purpose of acquiring, holding, voting, except voting pursuant to a revocable proxy or consent as described in (b)(ii) of this subsection, or disposing of the shares with any other person who beneficially owns, or whose affiliates or associates beneficially own, directly or indirectly, the shares.

(6) "Common shares" means any shares other than preferred shares.

(7) "Consummation date," with respect to any significant business transaction, means the date of consummation of such a significant business transaction, or, in the case of a significant business transaction as to which a shareholder vote is taken, the later of the business day prior to the vote or twenty days prior to the date of consummation of such a significant business transaction.

(8) "Control," "controlling," "controlled by," and "under common control with," means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting shares, by contract, or otherwise. A person's beneficial ownership of ten percent or more of a domestic or foreign corporation's outstanding voting shares shall create a rebuttable presumption that such person has control of such corporation. However, a person does not have control of a domestic or foreign corporation if the person holds voting shares, in good faith and not for the purpose of circumventing this chapter, as an agent, bank, broker, nominee, custodian, or trustee for one or more beneficial owners who do not individually or as a group have control of such corporation.

(9) "Domestic corporation" means an issuer of voting shares which is organized under chapter 23B.02 RCW or any predecessor provision.

(10) "Exchange act" means the federal securities exchange act of 1934, as amended.

(11) "Market value," in the case of property other than cash or shares, means the fair market value of the property on the date in question as determined by the board of directors of the target corporation in good faith.

(12) "Person" means an individual, domestic or foreign corporation, partnership, trust, unincorporated association, or other entity; an affiliate or associate of any such person; or any two or more persons acting as a partnership, syndicate, or other group for the purpose of acquiring, holding, or dispersing of securities of a domestic or foreign corporation.

(13) "Preferred shares" means any class or series of shares of a target corporation which under the bylaws or articles of incorporation of such a corporation is entitled to receive payment of dividends prior to any payment of dividends on some other class or series of shares, or is entitled in the event of any voluntary liquidation, dissolution, or winding up of the target corporation to receive payment or distribution of a preferential amount before any payments or distributions are received by some other class or series of shares.

(14) "Shares" means any:

(a) Shares or similar security, any certificate of interest, any participation in any profit sharing agreement, any voting trust certificate, or any certificate of deposit for shares; and

(b) Security convertible, with or without consideration, into shares, or any warrant, call, or other option or privilege of buying shares without being bound to do so, or any other security carrying any right to acquire, subscribe to, or purchase shares.

(15) "Significant business transaction" means:

(a) A merger, share exchange, or consolidation of a target corporation or a subsidiary of a target corporation with (i) an acquiring person, or (ii) any other domestic or foreign corporation which is, or after the merger, share exchange, or consolidation would be, an affiliate or associate of the acquiring person;

(b) A sale, lease, exchange, mortgage, pledge, transfer, or other disposition or encumbrance, whether in one transaction or a series of transactions, to or with an acquiring person or an affiliate or associate of an acquiring person of assets of a target corporation or a subsidiary of a target corporation (i) having an aggregate market value equal to five percent or more of the aggregate market value of all the assets, determined on a consolidated basis, of the target corporation, (ii) having an aggregate market value equal to five percent or more of the aggregate market value of all the outstanding shares of the target corporation, or (iii) representing five percent or more of the earning power or net income, determined on a consolidated basis, of the target corporation;

(c) The termination, while the corporation has an acquiring person and as a result of the acquiring person's acquisition of ten percent or more of the shares of the corporation, of five percent or more of the employees of the target corporation or its subsidiaries employed in this state, whether at one time or over the five-year period following the share acquisition time. For the purposes of (c) of this subsection, a termination other than an employee's death or disability or bona fide voluntary retirement, transfer, resignation, termination for cause under applicable common law principles, or leave of absence shall be presumed to be a termination resulting from the acquiring person's acquisition of shares, which presumption is rebuttable. A bona fide voluntary transfer of employees between the target corporation and its subsidiaries or between its subsidiaries is not a termination for the purposes of (c) of this subsection;

(d) The issuance, transfer, or redemption by a target corporation or a subsidiary of a target corporation, whether in one transaction or a series of transactions, of shares or of options, warrants, or rights to acquire shares of a target corporation or a subsidiary of a target corporation to or beneficially owned by an acquiring person or an affiliate or associate of an acquiring person except pursuant to the exercise of warrants or rights to purchase shares offered, or a dividend, distribution, or redemption paid or made pro rata to, all shareholders or holders of options, warrants, or rights to acquire shares of the target corporation, and except for involuntary redemptions permitted by the target corporation's charter or by the law of this state or the state of incorporation;

(e) The liquidation or dissolution of a target corporation proposed by, or pursuant to an agreement, arrangement, or understanding, whether or not in writing, with an acquiring person or an affiliate or associate of an acquiring person;

(f) A reclassification of securities, including, without limitation, any shares split, shares dividend, or other distribution of shares in respect of stock, or any reverse shares split, or recapitalization of a target corporation, or a merger or consolidation of a target corporation with a subsidiary of the target corporation, or any other transaction, whether or not with or into or otherwise involving an acquiring person, proposed by, or pursuant to an agreement, arrangement, or understanding, whether or not in writing, with an acquiring person or an affiliate or associate of an acquiring person, that has the effect, directly or indirectly, of increasing the proportionate share of the outstanding shares of a class or series of voting shares or securities convertible into voting shares of a target corporation or a subsidiary of the target corporation that is directly or indirectly owned by an acquiring person or an affiliate or associate of an acquiring person, except as a result of immaterial changes due to fractional share adjustments; or

(g) A receipt by an acquiring person or an affiliate or associate of an acquiring person of the benefit, directly or indirectly, except proportionately as a shareholder of a target corporation, of loans, advances, guarantees, pledges, or other financial assistance or tax credits or other tax advantages provided by or through a target corporation.

(16) "Share acquisition time" means the time at which a person first becomes an acquiring person of a target corporation.

(17) "Subsidiary" means a domestic or foreign corporation that has a majority of its outstanding voting shares owned, directly or indirectly, by another domestic or foreign corporation.

(18) "Tangible assets" means tangible real and personal property of all kinds. It shall also include leasehold interests in tangible real and personal property.

(19) "Target corporation" means:

(a) Every domestic corporation, if:

(i) The corporation has a class of voting shares registered with the securities and exchange commission pursuant to section 12 or 15 of the exchange act; or

(ii) The corporation's articles of incorporation have been amended to provide that such a corporation shall be subject to the provisions of this chapter, if the corporation did not have a class of voting shares registered with the securities and exchange commission pursuant to section 12 or 15 of the exchange act on the effective date of that amendment; and

(b) Every foreign corporation required to ((have a certificate of authority)) register to transact business in this state pursuant to chapter 23B.15 RCW and part I, Article 5 of this act, if:

(i) The corporation has a class of voting shares registered with the securities and exchange commission pursuant to section 12 or 15 of the exchange act;

(ii) The corporation's principal executive office is located in the state;

(iii) The corporation has: (A) More than ten percent of its shareholders of record resident in the state; or (B) more than ten percent of its shares owned of record by state residents; or (C) one thousand or more shareholders of record resident in the state;

(iv) A majority of the corporation's employees, together with those of its subsidiaries, are residents of the state or the corporation, together with its subsidiaries, employs more than one thousand residents of the state; and

(v) A majority of the corporation's tangible assets, together with those of its subsidiaries, measured by market value, are located in the state or the corporation, together with its subsidiaries, has more than fifty million dollars' worth of tangible assets located in the state.

For purposes of this subsection, the record date for determining the percentages and numbers of shareholders and shares shall be the last shareholder record date before the event requiring that the determination be made. A shareholder record date shall be determined pursuant to the comparable provision to RCW 23B.07.070 of the law of the state in which a foreign corporation is incorporated. If a shareholder record date has not been fixed by the board of directors within the preceding four months, the determination shall be made as of the end of the corporation's most recent fiscal quarter.

The residence of each shareholder is presumed to be the address appearing in the records of the corporation. Shares held of record by brokers or nominees shall be disregarded for purposes of calculating the percentages and numbers specified in this subsection. Shares of a corporation allocated to the account of an employee or former employee or beneficiaries of employees or former employees of a corporation and held in a plan that is qualified under section 401(a) of the federal internal revenue code of 1986, as amended, and is a defined contribution plan within the meaning of section 414(i) of the code shall be deemed, for the purposes of this subsection, to be held of record by the employee to whose account such shares are allocated.

A domestic or foreign corporation shall be deemed to be a target corporation if the domestic or foreign corporation's failure to satisfy the requirements of this subsection is caused by the action of, or is the result of a proposal by, an acquiring person or affiliate or associate of an acquiring person.

(20) "Voting shares" means shares of a corporation entitled to vote generally in the election of directors.

Sec. 2148.  RCW 23B.01.400 and 2012 c 215 s 17 are each amended to read as follows:

Unless the context clearly requires otherwise, the definitions in this section apply throughout this title.

(1) "Articles of incorporation" include amended and restated articles of incorporation and articles of merger.

(2) "Authorized shares" means the shares of all classes a domestic or foreign corporation is authorized to issue.

(3) "Conspicuous" means so prepared that a reasonable person against whom the record is to operate should have noticed it. For example, printing in italics or boldface or contrasting color, or typing in capitals or underlined, is conspicuous.

(4) "Corporate action" means any resolution, act, policy, contract, transaction, plan, adoption or amendment of articles of incorporation or bylaws, or other matter approved by or submitted for approval to a corporation's incorporators, board of directors or a committee thereof, or shareholders.

(5) "Corporation" or "domestic corporation" means a corporation for profit, including a social purpose corporation, which is not a foreign corporation, incorporated under or subject to the provisions of this title.

(6) "Deliver" includes (a) mailing, (b) for purposes of delivering a demand, consent, notice, or waiver to the corporation or one of its officers, directors, or shareholders, transmission by facsimile equipment, and (c) for purposes of delivering a demand, consent, notice, or waiver to the corporation or one of its officers, directors, or shareholders under RCW 23B.01.410 or chapter 23B.07, 23B.08, 23B.11, 23B.13, 23B.14, or 23B.16 RCW delivery by electronic transmission.

(7) "Distribution" means a direct or indirect transfer of money or other property, except its own shares, or incurrence of indebtedness by a corporation to or for the benefit of its shareholders in respect to any of its shares. A distribution may be in the form of a declaration or payment of a dividend; a distribution in partial or complete liquidation, or upon voluntary or involuntary dissolution; a purchase, redemption, or other acquisition of shares; a distribution of indebtedness; or otherwise.

(8) "Effective date of notice" has the meaning provided in RCW 23B.01.410.

(9) "Electronic transmission" means an electronic communication (a) not directly involving the physical transfer of a record in a tangible medium and (b) that may be retained, retrieved, and reviewed by the sender and the recipient thereof, and that may be directly reproduced in a tangible medium by such a sender and recipient.

(10) "Electronically transmitted" means the initiation of an electronic transmission.

(11) "Employee" includes an officer but not a director. A director may accept duties that make the director also an employee.

(12) "Entity" includes a corporation and foreign corporation, not-for-profit corporation, business trust, estate, trust, partnership, limited liability company, association, joint venture, two or more persons having a joint or common economic interest, the state, United States, and a foreign governmental subdivision, agency, or instrumentality, or any other legal or commercial entity.

(13) "Execute," "executes," or "executed" means (a) signed with respect to a written record or (b) electronically transmitted along with sufficient information to determine the sender's identity with respect to an electronic transmission, or (c) with respect to a record to be filed with the secretary of state, in compliance with the standards for filing with the office of the secretary of state as prescribed by the secretary of state.

(14) "Foreign corporation" means a corporation for profit incorporated under a law other than the law of this state.

(15) "Foreign limited partnership" means a partnership formed under laws other than of this state and having as partners one or more general partners and one or more limited partners.

(16) "General social purpose" means the general social purpose for which a social purpose corporation is organized as set forth in the articles of incorporation of the corporation in accordance with RCW 23B.25.040(1)(c).

(17) "Governmental subdivision" includes authority, county, district, and municipality.

(18) "Includes" denotes a partial definition.

(19) "Individual" includes the estate of an incompetent or deceased individual.

(20) "Limited partnership" or "domestic limited partnership" means a partnership formed by two or more persons under the laws of this state and having one or more general partners and one or more limited partners.

(21) "Means" denotes an exhaustive definition.

(22) "Notice" has the meaning provided in RCW 23B.01.410.

(23) "Person" means an individual, corporation, business trust, estate, trust, partnership, limited liability company, association, joint venture, government, governmental subdivision, agency, or instrumentality, or any other legal or commercial entity.

(24) "Principal office" means the office, in or out of this state, so designated in the annual report where the principal executive offices of a domestic or foreign corporation are located.

(25) "Proceeding" includes civil suit and criminal, administrative, and investigatory action.

(26) "Public company" means a corporation that has a class of shares registered with the federal securities and exchange commission pursuant to section 12 or 15 of the securities exchange act of 1934, or section 8 of the investment company act of 1940, or any successor statute.

(27) "Record" means information inscribed on a tangible medium or contained in an electronic transmission.

(28) "Record date" means the date established under chapter 23B.07 RCW on which a corporation determines the identity of its shareholders and their shareholdings for purposes of this title. The determinations shall be made as of the close of business on the record date unless another time for doing so is specified when the record date is fixed.

(29) "Secretary" means the corporate officer to whom the board of directors has delegated responsibility under RCW 23B.08.400(3) for custody of the minutes of the meetings of the board of directors and of the shareholders and for authenticating records of the corporation.

(30) "Shares" means the units into which the proprietary interests in a corporation are divided.

(31) "Shareholder" means the person in whose name shares are registered in the records of a corporation or the beneficial owner of shares to the extent of the rights granted by a nominee certificate on file with a corporation.

(32) "Social purpose" includes any general social purpose and any specific social purpose.

(33) "Social purpose corporation" means a corporation that has elected to be governed as a social purpose corporation under chapter 23B.25 RCW.

(34) "Specific social purpose" means the specific social purpose or purposes for which a social purpose corporation is organized as set forth in the articles of incorporation of the corporation in accordance with RCW 23B.25.040(2)(a).

(35) "State," when referring to a part of the United States, includes a state and commonwealth, and their agencies and governmental subdivisions, and a territory and insular possession, and their agencies and governmental subdivisions, of the United States.

(36) "Subscriber" means a person who subscribes for shares in a corporation, whether before or after incorporation.

(37) "Tangible medium" means a writing, copy of a writing, or facsimile, or a physical reproduction, each on paper or on other tangible material.

(38) "United States" includes a district, authority, bureau, commission, department, and any other agency of the United States.

(39) "Voting group" means all shares of one or more classes or series that under the articles of incorporation or this title are entitled to vote and be counted together collectively on a matter at a meeting of shareholders. All shares entitled by the articles of incorporation or this title to vote generally on the matter are for that purpose a single voting group.

(40) "Writing" does not include an electronic transmission.

(41) "Written" means embodied in a tangible medium.

(1) RCW 23B.01.210 (Forms) and 1991 c 72 s 25 & 1989 c 165 s 4;

(2) RCW 23B.01.260 (Judicial review of secretary of state's refusal to file a record) and 2002 c 297 s 7 & 1989 c 165 s 9;

(3) RCW 23B.01.270 (Evidentiary effect of copy of filed record) and 2002 c 297 s 8 & 1989 c 165 s 10;

(4) RCW 23B.01.500 (Domestic corporations—Notice of due date for payment of annual license fee and filing annual report) and 2011 c 183 s 3 & 1989 c 165 s 16;

(5) RCW 23B.01.510 (Foreign corporations—Notice of due date for payment of annual license fee and filing annual report) and 2011 c 183 s 4, 1990 c 178 s 3, & 1989 c 165 s 17;

(6) RCW 23B.01.530 (Domestic corporations—Inactive corporation defined—Annual license fee) and 2010 1st sp.s. c 29 s 2, 1993 c 269 s 3, & 1989 c 165 s 19;

(7) RCW 23B.01.550 (Foreign corporations—Annual license fees) and 1989 c 165 s 21;

(8) RCW 23B.01.560 (License fees for reinstated corporation) and 1993 c 269 s 4 & 1989 c 165 s 22;

(9) RCW 23B.01.580 (Waiver of penalty fees) and 1990 c 178 s 4 & 1989 c 165 s 24;

(10) RCW 23B.14.203 (Administrative dissolution or revocation of a certificate of authority—Corporation name not distinguishable from name of governmental entity—Application by governmental entity) and 1997 c 12 s 1;

(11) RCW 23B.14.210 (Administrative dissolution—Procedure and effect) and 2006 c 52 s 12 & 1989 c 165 s 161;

(12) RCW 23B.15.015 (Foreign degree-granting institution branch campus—Acts not deemed transacting business in state) and 1993 c 181 s 5;

(13) RCW 23B.15.310 (Revocation—Procedure and effect) and 1989 c 165 s 181; and

(14) RCW 23B.18.050 (Service of process—Procedure) and 1989 c 165 s 195.

PART III

NONPROFIT CORPORATION ACT REVISIONS

Sec. 3101.  RCW 24.03.005 and 2004 c 265 s 1 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 [of])) of 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) "Deliver" means: (a) Mailing; (b) transmission by facsimile equipment, for purposes of delivering a demand, consent, notice, or waiver to the corporation or one of its officers, directors, or members; (c) electronic transmission, in accordance with the officer's, director's, or member's consent, for purposes of delivering a demand, consent, notice, or waiver to the corporation or one of its officers, directors, or members under RCW 24.03.009; and (d) as prescribed by the secretary of state for purposes of submitting a record for filing with the secretary of state.

(10) "Conforms to law" as used in connection with duties of the secretary of state in reviewing records for filing under this chapter, means the secretary of state has determined that the record complies as to form with the applicable requirements of this chapter and part I, Article 2 of this act.

(11) "Effective date" means, in connection with a record filing made by the secretary of state, the date ((which is shown by affixing a "filed" stamp on the records. When a record 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 record 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 record 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)) on which the filing becomes effective under section 1203 of this act.

(12) "Electronic transmission" means an electronic communication (a) not directly involving the physical transfer of a record in a tangible medium and (b) that may be retained, retrieved, and reviewed by the sender and the recipient thereof, and that may be directly reproduced in a tangible medium by a sender and recipient.

(13) "Electronically transmitted" means the initiation of an electronic transmission.

(14) "Execute," "executes," or "executed" means (a) signed, with respect to a written record or (b) electronically transmitted along with sufficient information to determine the sender's identity, with respect to an electronic transmission, or (c) filed in compliance with the standards for filing with the office of the secretary of state as prescribed by the secretary of state, with respect to a record to be filed with the secretary of state.

(15) "Executed by an officer of the corporation," or words of similar import, means that any record executed by such person shall be and is executed by that person under penalties of perjury and in an official and authorized capacity on behalf of the corporation or person making the record submission with the secretary of state and, for the purpose of records filed electronically with the secretary of state, in compliance with the rules adopted by the secretary of state for electronic filing.

(16) "An officer of the corporation" means, in connection with the execution of records submitted for filing with the secretary of state, the president, a vice president, the secretary, or the treasurer of the corporation.

(17) "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).

(18) "Record" means information inscribed on a tangible medium or contained in an electronic transmission.

(19) "Tangible medium" means a writing, copy of a writing, facsimile, or a physical reproduction, each on paper or on other tangible material.

(20) "Writing" does not include an electronic transmission.

(21) "Written" means embodied in a tangible medium.

Sec. 3102.  RCW 24.03.017 and 2004 c 265 s 5 are each amended to read as follows:

Any corporation organized under any act of the state of Washington for any one or more of the purposes for which a corporation may be organized under this chapter and for no purpose other than those permitted by this chapter, and to which this chapter does not otherwise apply, may elect to have this chapter and the provisions thereof apply to such corporation. Such corporation may so elect by having a resolution to do so adopted by the governing body of such corporation and by delivering to the secretary of state a statement of election in accordance with this section. Such statement of election shall be executed by the corporation by an officer of the corporation, and shall set forth:

(1) The name of the corporation;

(2) The act which created the corporation or pursuant to which it was organized;

(3) That the governing body of the corporation has elected to have this chapter and the provisions thereof apply to the corporation.

The statement of election shall be delivered to the secretary of state((. If the secretary of state finds that the statement of election conforms to law, the secretary of state shall, when fees in the same amount as required by this chapter for filing articles of incorporation have been paid, endorse on the statement the word "filed" and the effective date of the filing thereof, shall file the statement, and shall issue a certificate of elective coverage to which an exact or conformed copy of the statement shall be affixed.

The certificate of elective coverage together with the exact or conformed copy of the statement affixed thereto by the secretary of state shall be returned to the corporation or its representative)) for filing in accordance with part I, Article 2 of this act. Upon the filing of the statement of elective coverage, the provisions of this chapter shall apply to the corporation which thereafter shall be subject to and shall have the benefits of this chapter and the provisions thereof as they exist on the date of filing such statement of election and as they may be amended from time to time thereafter, including, without limiting the generality of the foregoing, the power to amend its charter or articles of incorporation, whether or not created by special act of the legislature, delete provisions therefrom and add provisions thereto in any manner and to any extent it may choose to do from time to time so long as its amended articles shall not be inconsistent with the provisions of this chapter.

Sec. 3103.  RCW 24.03.045 and 2004 c 265 s 7 are each amended to read as follows:

The corporate name((:

(7) This title does not control the use of assumed business names or "trade names.")) must comply with the provisions of part I, Article 3 of this act.

Sec. 3104.  RCW 24.03.046 and 1993 c 356 s 1 are each amended to read as follows:

A person may reserve the exclusive right to the use of a corporate name ((may be reserved by:

The right to the exclusive use of a specified corporate name so reserved may be transferred to any other person or corporation by filing in the office of the secretary of state, a notice of such transfer, executed by the applicant for whom the name was reserved, and specifying the name and address of the transferee)) in accordance with section 1303 of this act.

Sec. 3105.  RCW 24.03.047 and 1994 c 211 s 1306 are each amended to read as follows:

Any corporation((,)) organized and existing under the laws of any state or territory of the United States may register its corporate name ((under this title, provided its corporate name is not the same as, or deceptively similar to, the name of any domestic corporation existing under the laws of this state, the name of any foreign corporation authorized to transact business in this state, the name of any domestic limited liability company organized under the laws of this state, the name of any foreign limited liability company authorized to transact business in this state, the name of any limited partnership on file with the secretary, or any corporate name reserved or registered under this title.

The registration shall be effective until the close of the calendar year in which the application for registration is filed)) in accordance with section 1304 of this act.

Sec. 3106.  RCW 24.03.048 and 1986 c 240 s 8 are each amended to read as follows:

A corporation which has in effect a registration of its corporate name((,)) may renew such registration ((from year to year by annually filing an application for renewal setting forth the facts required to be set forth in an original application for registration and a certificate of good standing as required for the original registration and by paying the applicable fee. A renewal application may be filed between the first day of October and the thirty-first day of December in each year, and shall extend the registration for the following calendar year)) in accordance with section 1304 of this act.

Sec. 3107.  RCW 24.03.050 and 2009 c 202 s 1 are each amended to read as follows:

Each corporation shall have and continuously maintain in this state((:

No Washington corporation or foreign corporation authorized to conduct affairs in this state may be permitted to maintain any action in any court in this state until the corporation complies with the requirements of this section)) a registered agent in accordance with part I, Article 4 of this act.

Sec. 3108.  RCW 24.03.055 and 2004 c 265 s 9 are each amended to read as follows:

A corporation may change its registered ((office or change its registered)) agent((, or both, upon)) by filing in the office of the secretary of state ((in the form prescribed by the secretary of state a statement setting forth:

Such statement shall be executed by the corporation by an officer of the corporation, and delivered to the secretary of state, together with a consent, in the form of a record, of the registered agent to the appointment, if applicable. If the secretary of state finds that such statement conforms to the provisions of this chapter, the secretary of state shall endorse thereon the word "Filed," and the month, day, and year of the filing thereof, and file the statement. The change of address of the registered office, or the appointment of a new registered agent, or both, as the case may be, shall become effective upon filing unless a later date is specified)) a statement of change in accordance with section 1407 of this act.

Any registered agent of a corporation may resign as such agent upon filing a notice thereof, in the form of a record, with the secretary of state((, who shall immediately deliver an exact or conformed copy thereof to the corporation in care of an officer, who is not the resigning registered agent, at the address of such officer as shown by the most recent annual report of the corporation. The appointment of such agent shall terminate upon the expiration of thirty days after receipt of such notice by the secretary of state)) in accordance with section 1410 of this act.

((If)) A registered agent ((changes the agent's business address to another place within the state, the agent may change such address and the address of the registered office of any corporation of which the agent is a registered agent, by filing a statement as required by this section except that it need be executed only by the registered agent, it need not be responsive to subsection (3) of this section, and it must recite that a copy of the statement has been delivered to the secretary of the corporation)) may change its information on file with the secretary of state in accordance with section 1408 or 1409 of this act.

Sec. 3109.  RCW 24.03.060 and 1986 c 240 s 11 are each amended to read as follows:

((The registered agent so appointed by a corporation shall be an agent of such corporation upon whom any)) Service of process, notice, or demand required or permitted by law to be served upon the corporation may be ((served.

Nothing herein contained shall limit or affect the right to serve any process, notice or demand required or permitted by law to be served upon a corporation in any other manner now or hereafter permitted by law)) made in accordance with section 1411 of this act.

Sec. 3110.  RCW 24.03.145 and 2002 c 74 s 7 are each amended to read as follows:

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:

The certificate of incorporation together with an exact or conformed copy of the articles of incorporation will be returned to the incorporators or their representative)) for filing in accordance with part I, Article 2 of this act.

Sec. 3111.  RCW 24.03.175 and 2002 c 74 s 8 are each amended to read as follows:

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:

The 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)) for filing in accordance with part I, Article 2 of this act.

Sec. 3112.  RCW 24.03.180 and 1986 c 240 s 28 are each amended to read as follows:

((Upon the filing of the articles of amendment by the secretary of state, or on such later date, not more than thirty days subsequent to the filing thereof by the secretary of state, as may be provided in the articles of amendment, the amendment shall become effective and the articles of incorporation shall be deemed to be amended accordingly)) Articles of amendment are effective as provided in section 1203 of this act and may state a delayed effective date in accordance with section 1203 of this act.

No amendment shall affect any existing cause of action in favor of or against such corporation, or any pending action to which such corporation shall be a party, or the existing rights of persons other than members; and, in the event the corporate name shall be changed by amendment, no action brought by or against such corporation under its former name shall abate for that reason.

Sec. 3113.  RCW 24.03.183 and 2004 c 265 s 18 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 record. 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 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.

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:

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)) for filing in accordance with part I, Article 2 of this act.

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. 3114.  RCW 24.03.200 and 2004 c 265 s 20 are each amended to read as follows:

(1) Upon such approval, articles of merger or articles of consolidation shall be executed 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 the form of a record executed 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) 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:

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)) for filing in accordance with part I, Article 2 of this act.

Sec. 3115.  RCW 24.03.205 and 1986 c 240 s 34 are each amended to read as follows:

A merger or consolidation shall become effective upon the filing of the articles of merger or articles of consolidation with the secretary of state((, or on such later date, not more than thirty days after the filing thereof with the secretary of state, as shall be provided for in the plan)) as provided in section 1203 of this act, and may state a delayed effective date as provided in section 1203 of this act.

Sec. 3116.  RCW 24.03.207 and 2004 c 265 s 21 are each amended to read as follows:

One or more foreign corporations and one or more domestic corporations may be merged or consolidated in the following manner, if such merger or consolidation is permitted by the laws of the state under which each such foreign corporation is organized:

(1) Each domestic corporation shall comply with the provisions of this title with respect to the merger or consolidation as the case may be, of domestic corporations and each foreign corporation shall comply with the applicable provisions of the laws of the state under which it is organized.

(2) If the surviving or new corporation in a merger or consolidation is to be governed by the laws of any state other than this state, it shall comply with the provisions of this title and part I, Article 5 of this act with respect to foreign corporations if it is to transact business in this state, and in every case it shall file with the secretary of state of this state((:

(a))) an agreement that it may be served with process in ((this state)) accordance with section 1411 of this act in any proceeding for the enforcement of any obligation of any domestic corporation which is a party to the merger or consolidation and in any proceeding for the enforcement of the rights, if any, of a member of any such domestic corporation against the surviving or new corporation((; and

(b) An irrevocable appointment of the secretary of state of this state as its agent to accept service of process in any such proceeding)).

The effect of the merger or consolidation shall be the same as in the case of the merger or consolidation of domestic corporations, if the surviving or new corporation is to be governed by the laws of this state. If the surviving or new corporation is to be governed by the laws of any state other than this state, the effect of the merger or consolidation shall be the same as in the case of the merger or consolidation of domestic corporations except as the laws of the other state provide otherwise.

(3) At any time prior to the effective date of the articles of merger or consolidation, the merger or consolidation may be abandoned pursuant to provision therefor, if any, set forth in the plan of merger or consolidation. In the event the merger or consolidation is abandoned, the parties thereto shall execute a notice of abandonment ((in triplicate)) executed by an officer for each corporation executing the notice, which must be in the form of a record, and deliver the notice to the secretary of state for filing in accordance with part I, Article 2 of this act. ((If the secretary of state finds the notice conforms to law, the secretary of state shall:

(c) Issue the other triplicate originals to the respective parties or their representatives.))

Sec. 3117.  RCW 24.03.245 and 2002 c 74 s 11 are each amended to read as follows:

Articles of dissolution shall be delivered to the secretary of state for filing in accordance with part I, Article 2 of this act. ((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:

The exact or conformed copy 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. 3118.  RCW 24.03.300 and 1986 c 240 s 41 are each amended to read as follows:

The dissolution of a corporation either (1) by the filing and issuance of a certificate of dissolution, voluntary or administrative, by the secretary of state, or (2) by a decree of court when the court has not liquidated the assets and affairs of the corporation as provided in this chapter, or (3) by expiration of its period of duration, shall not take away or impair any remedy available to or against such corporation, its directors, officers, or members, for any right or claim existing, or any liability incurred, prior to such dissolution if action or other proceeding thereon is commenced within two years after the date of such dissolution. Any such action or proceeding by or against the corporation may be prosecuted or defended by the corporation in its corporate name. The members, directors and officers shall have power to take such corporate or other action as shall be appropriate to protect such remedy, right or claim. If such corporation was dissolved by the expiration of its period of duration, such corporation may amend its articles of incorporation at any time during such period of two years after expiration so as to extend its period of duration. If, during the period of dissolution, another person or corporation has reserved or adopted a corporate name which is identical to or deceptively similar to the dissolved corporation's name, the corporation extending its period of duration shall be required to adopt another name consistent with the requirements of ((this chapter)) part I, Article 3 of this act and to amend its articles of incorporation accordingly. The corporation shall also pay to the state all fees and penalties which would otherwise have been due if the corporate charter had not expired, plus a reinstatement fee as ((provided in this chapter)) established by the secretary of state under section 1213 of this act.

Sec. 3119.  RCW 24.03.302 and 1994 c 287 s 8 are each amended to read as follows:

A corporation shall be administratively dissolved by the secretary of state ((upon the conditions prescribed in this section when the corporation:

Any notice provided by the secretary of state under this section shall be designed to clearly identify and warn the recipient of the contents thereof. A delinquency notice shall provide a succinct and readable description of the delinquency or omission, the date on which dissolution will occur, and the action necessary to cure the delinquency or omission prior to dissolution)) under the circumstances and procedures provided in part I, Article 6 of this act.

A corporation which has been administratively dissolved ((by operation of this section may be reinstated within a period of three years following its administrative dissolution if it completes and files a current annual report for the reinstatement year or if it appoints or maintains a registered agent, or if it files with the secretary of state a required statement of change of registered agent or registered office and in addition, if it pays a reinstatement fee as set by rule by the secretary plus the full amount of all annual fees that would have been assessed for the years of administrative dissolution had the corporation been in active status, including the reinstatement year plus any penalties established by rule by the secretary of state. If, during the period of dissolution, another person or corporation has reserved or adopted a corporate name which is identical to or deceptively similar to the dissolved corporation's name, the dissolved corporation seeking reinstatement shall be required to adopt another name consistent with the requirements of this chapter and to amend its articles of incorporation accordingly)) under section 1603 of this act may apply to the secretary of state for reinstatement in accordance with section 1604 of this act.

When a corporation has been administratively dissolved ((by operation of this section)) under section 1603 of this act, remedies available to or against it shall survive in the manner provided in RCW 24.03.300 and the directors of the corporation shall hold the title to the property of the corporation as trustees for the benefit of its creditors and members.

Sec. 3120.  RCW 24.03.305 and 1993 c 181 s 12 are each amended to read as follows:

((No)) (1) A foreign corporation shall ((have the right to)) not conduct affairs in this state until it ((shall have procured a certificate of authority so to do from)) registers with the secretary of state in accordance with part I, Article 5 of this act. ((No foreign corporation shall be entitled to procure a certificate of authority under this chapter to conduct in this state any affairs which a corporation organized under this chapter is not permitted to conduct. A foreign corporation shall not be denied a certificate of authority by reason of the fact that the laws of the state or country under which such corporation is organized governing its organization and internal affairs differ from the laws of this state, and nothing in this chapter contained shall be construed to authorize this state to regulate the organization or the internal affairs of such corporation.

Without excluding other activities which may)) (2) A nonexhaustive list of activities that do not constitute conducting affairs in this state((, a foreign corporation shall not be considered to be conducting affairs in this state, for the purposes of this chapter, by reason of carrying on in this state any one or more of the following activities:

(12) Operating an approved branch campus of a foreign degree-granting institution in compliance with chapter 28B.90 RCW and in accordance with RCW 24.03.307)) is provided in section 1505 of this act.

Sec. 3121.  RCW 24.03.310 and 1967 c 235 s 63 are each amended to read as follows:

A foreign corporation ((which shall have received a certificate of authority under this chapter shall, until a certificate of revocation or of withdrawal shall have been issued as provided in this chapter, enjoy the same, but no greater, rights and privileges as a domestic corporation organized for the purposes set forth in the application pursuant to which such certificate of authorization is issued; and, except as in this chapter otherwise provided, shall be subject to the same duties, restrictions, penalties and liabilities now or hereafter imposed upon a domestic corporation of like character)) that registers to conduct affairs in this state is subject to section 1501 of this act relating to the effect of registration and the governing law for registered foreign corporations.

Sec. 3122.  RCW 24.03.315 and 1982 c 35 s 98 are each amended to read as follows:

((No certificate of authority shall be issued to a foreign corporation unless the corporate name of such corporation complies with the provisions of RCW 24.03.045. However, a foreign corporation applying for a certificate of authority may file with the secretary of state a resolution of its board of directors adopting a fictitious name for use in transacting business in this state, if the fictitious name complies with RCW 24.03.045)) The corporate name of a foreign corporation registered in this state must comply with the provisions of section 1506 of this act and part I, Article 3 of this act.

Sec. 3123.  RCW 24.03.325 and 2002 c 74 s 12 are each amended to read as follows:

A foreign corporation((, in order to procure a certificate of authority)) may register to conduct affairs in this state((, shall make application therefor)) by delivering to the secretary of state((, which application shall set forth:

The application shall be made in the form prescribed by the secretary of state and shall)) for filing a foreign registration statement in accordance with section 1503 of this act. The statement must be executed 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. 3124.  RCW 24.03.335 and 1982 c 35 s 100 are each amended to read as follows:

Upon the filing of the ((application for certificate of authority)) foreign registration statement by the secretary of state, the corporation shall be authorized to conduct affairs in this state for those purposes set forth in its application, subject, however, to the right of this state to ((suspend or to revoke such authority)) terminate the registration as provided in ((this chapter)) section 1511 of this act.

Sec. 3125.  RCW 24.03.340 and 2004 c 265 s 29 are each amended to read as follows:

Each foreign corporation ((authorized)) registered to conduct affairs in this state shall have and continuously maintain in this state((:

No foreign corporation authorized to transact business in this state may be permitted to maintain any action in any court in this state until the corporation complies with the requirements of this section)) a registered agent in accordance with part I, Article 4 of this act.

Sec. 3126.  RCW 24.03.345 and 2004 c 265 s 30 are each amended to read as follows:

A foreign corporation ((authorized)) registered to conduct affairs in this state may change its ((registered office or change its)) registered agent((, or both, upon filing in the office of)) by delivering to the secretary of state ((in a form approved by the secretary of state)) for filing a statement ((setting forth:

Such)) of change in accordance with section 1407 of this act. The statement shall be executed by the corporation by an officer of the corporation((, and delivered to the secretary of state, together with a consent, in the form of a record, of the registered agent to the appointment, if applicable. If the secretary of state finds that such statement conforms to the provisions of this chapter, the secretary of state shall endorse thereon the word "Filed," and the month, day, and year of the filing thereof, and file the statement. The change of address of the registered office, or the appointment of a new registered agent, or both, as the case may be, shall become effective upon filing unless a later date is specified)).

Any registered agent in this state appointed by a foreign corporation may resign as such agent ((upon filing a notice thereof, in the form of a record, executed in duplicate, with)) by executing and delivering to the secretary of state ((who shall immediately deliver a copy thereof to the secretary of the foreign corporation at its principal office as shown by its most recent annual report. The appointment of such agent shall terminate upon the expiration of thirty days after receipt of such notice by the secretary of state)) for filing a statement of resignation in accordance with section 1410 of this act.

((If)) A registered agent ((changes his or her business address to another place within the state, the registered agent may change such address and the address of the registered office of any corporation of which the registered agent is a registered agent by filing a statement as required by this section, except that it need be executed only by the registered agent, it need not be responsive to subsection (3) of this section, and it must recite that a copy of the statement has been delivered to the corporation)) of a foreign corporation may change its information on file with the secretary of state in accordance with section 1408 or 1409 of this act.

Sec. 3127.  RCW 24.03.350 and 2011 c 336 s 658 are each amended to read as follows:

((The registered agent so appointed by a foreign corporation authorized to conduct affairs in this state shall be an agent of such corporation upon whom)) Service of any process, notice, or demand required or permitted by law to be served upon the corporation may be ((served.

The secretary of state shall keep a record of all processes, notices, and demands served upon the secretary of state under this section, and shall record therein the time of such service and his or her action with reference thereto)) made in accordance with section 1411 of this act.

Nothing herein contained shall limit or affect the right to serve any process, notice, or demand, required or permitted by law to be served upon a corporation in any other manner now or hereafter permitted by law.

Sec. 3128.  RCW 24.03.365 and 2004 c 265 s 31 are each amended to read as follows:

A foreign corporation ((authorized)) registered to conduct affairs in this state shall ((procure an amended certificate of authority in the event it changes its corporate name, or desires to pursue in this state other or additional purposes than those set forth in its prior application for a certificate of authority, by making application therefor to the secretary of state.

The requirements in respect to the form and contents of such application, the manner of its execution, the filing of the application with the secretary of state, the issuance of an amended certificate of authority and the effect thereof, shall be the same as in the case of an original application for a certificate of authority)) amend its foreign registration statement under the circumstances specified in section 1504 of this act.

Sec. 3129.  RCW 24.03.370 and 1993 c 356 s 7 are each amended to read as follows:

A foreign corporation ((authorized)) registered to conduct affairs in this state may withdraw from this state ((upon procuring from)) by delivering a statement of withdrawal to the secretary of state ((a certificate of withdrawal. In order to procure such certificate of withdrawal, such foreign corporation shall deliver to the secretary of state an application for withdrawal, which shall set forth:

The application for withdrawal shall be made on forms prescribed and furnished by the secretary of state and shall be executed by the corporation by an officer of the corporation, or, if the corporation is in the hands of a receiver or trustee, shall be executed on behalf of the corporation by such receiver or trustee)) for filing in accordance with section 1507 of this act.

Sec. 3130.  RCW 24.03.380 and 2004 c 265 s 32 are each amended to read as follows:

(1) The ((certificate of authority)) registration of a foreign corporation to conduct affairs in this state ((shall be revoked)) may be terminated by the secretary of state ((upon the conditions prescribed in this section when:

(4) The attorney general may take such action regarding revocation of a certificate of authority as is provided by RCW 24.03.250 for the dissolution of a domestic corporation. The procedures of RCW 24.03.250 shall apply to any action under this section. The clerk of any superior court entering a decree of revocation of a certificate of authority shall file a certified copy, without cost or filing fee, with the office of the secretary of state)) in accordance with section 1511 of this act.

Sec. 3131.  RCW 24.03.390 and 1986 c 240 s 52 are each amended to read as follows:

((No)) A foreign corporation which is conducting affairs in this state without ((a certificate of authority shall be permitted to maintain any action, suit or proceeding in any court of this state until such corporation shall have obtained a certificate of authority. Nor shall any action, suit or proceeding be maintained in any court of this state by any successor or assignee of such corporation on any right, claim or demand arising out of the conduct of affairs by such corporation in this state, until a certificate of authority shall have been obtained by such corporation or by a corporation which has acquired all or substantially all of its assets.

A foreign corporation which transacts business in this state without a certificate of authority shall be liable to this state, for the years or parts thereof during which it transacted business in this state without a certificate of authority, in an amount equal to all fees which would have been imposed by this chapter upon such corporation had it duly applied for and received a certificate of authority to transact business in this state as required by this chapter and thereafter filed all reports required by this chapter, plus all penalties imposed by this chapter for failure to pay such fees. The attorney general shall bring proceedings to recover all amounts due this state under the provisions of this section)) registering with the secretary of state is subject to section 1502 of this act.

Sec. 3132.  RCW 24.03.395 and 1993 c 356 s 10 are each amended to read as follows:

Each domestic corporation, and each foreign corporation ((authorized)) registered to conduct affairs in this state, shall ((file, within the time prescribed by this chapter,)) deliver an annual report ((in the form prescribed by)) to the secretary of state((. The secretary may by rule provide that a biennial filing meets this requirement. The report shall set forth:

The secretary of state may provide that correction or updating of information appearing on previous annual or biennial filings is sufficient to constitute the current filing)) in accordance with section 1212 of this act.

Sec. 3133.  RCW 24.03.405 and 2010 1st sp.s. c 29 s 3 are each amended to read as follows:

(((1))) Nonprofit corporations are subject to the applicable fees, charges, and penalties established by the secretary of state ((must establish by rule, fees for the following:

(2) Fees are adjusted by rule only in an amount that does not exceed the average biennial increase in the cost of providing service. This must be determined in a biennial cost study performed by the secretary)) under section 1213 of this act and RCW 43.07.120.

Sec. 3134.  RCW 24.03.425 and 2004 c 265 s 34 are each amended to read as follows:

Each director and officer of a corporation, domestic or foreign, who fails or refuses within the time prescribed by this chapter to answer truthfully and fully interrogatories propounded to him or her by the secretary of state in accordance with the provisions of this chapter((, or who signs any articles, statement, report, application or other record filed with the secretary of state which is known to such officer or director to be false in any material respect,)) shall be deemed to be guilty of a misdemeanor, and upon conviction thereof may be fined in any amount not exceeding five hundred dollars.

Sec. 3135.  RCW 24.03.445 and 2004 c 265 s 36 are each amended to read as follows:

((If the secretary of state shall fail to approve any articles of incorporation, amendment, merger, consolidation or dissolution, or any other record required by this chapter to be approved by the secretary of state before the same shall be filed in his or her office, the secretary of state shall give written notice of disapproval to the person or corporation, domestic or foreign, delivering the same, specifying the reasons therefor. Within thirty days from such disapproval such person or corporation may appeal to the superior court pursuant to the provisions of the administrative procedure act, chapter 34.05 RCW)) Section 1206 of this act governs the secretary of state's duty to file records delivered to the secretary of state for filing, the manner and effect of filing, and procedures that apply when the secretary of state refuses to file a record.

(1) RCW 24.03.007 (Standards for electronic filing—Rules) and 2004 c 265 s 2 & 2002 c 74 s 5;

(2) RCW 24.03.008 (Records submitted for filing—Exact or conformed copies) and 2004 c 265 s 3 & 2002 c 74 s 6;

(3) RCW 24.03.3025 (Administrative dissolution or revocation of a certificate of authority—Corporation name not distinguishable from name of governmental entity—Application by governmental entity) and 1997 c 12 s 2;

(4) RCW 24.03.303 (Reinstatement under certain circumstances—Request for relief) and 1987 c 117 s 6;

(5) RCW 24.03.307 (Foreign degree-granting institution branch campus—Acts not deemed transacting business in state) and 1993 c 181 s 6;

(6) RCW 24.03.320 (Change of name by foreign corporation) and 1986 c 240 s 44 & 1967 c 235 s 65;

(7) RCW 24.03.330 (Filing of application for certificate of authority) and 2004 c 265 s 27, 2002 c 74 s 13, 1986 c 240 s 46, 1982 c 35 s 99, 1969 ex.s. c 163 s 4, & 1967 c 235 s 67;

(8) RCW 24.03.375 (Filing of application for withdrawal) and 2002 c 74 s 14, 1982 c 35 s 105, & 1967 c 235 s 76;

(9) RCW 24.03.385 (Issuance of certificate of revocation) and 1986 c 240 s 51, 1982 c 35 s 107, & 1967 c 235 s 78;

(10) RCW 24.03.386 (Foreign corporations—Application for reinstatement) and 1993 c 356 s 8, 1987 c 117 s 1, & 1986 c 240 s 57;

(11) RCW 24.03.388 (Foreign corporations—Fees for application for reinstatement—Filing current annual report—Penalties established by rule) and 1994 c 287 s 9, 1993 c 356 s 9, 1991 c 223 s 3, 1987 c 117 s 2, & 1986 c 240 s 58;

(12) RCW 24.03.400 (Filing of annual or biennial report of domestic and foreign corporations—Notice—Reporting dates) and 2011 c 183 s 5, 1993 c 356 s 11, 1986 c 240 s 54, 1982 c 35 s 109, 1973 c 90 s 1, & 1967 c 235 s 81;

(13) RCW 24.03.410 (Miscellaneous fees) and 2004 c 265 s 33, 1993 c 269 s 6, 1982 c 35 s 111, 1979 ex.s. c 133 s 2, 1969 ex.s. c 163 s 6, & 1967 c 235 s 83;

(14) RCW 24.03.415 (Disposition of fees) and 2011 c 336 s 659 & 1967 c 235 s 84; and

(15) RCW 24.03.450 (Certificates and certified copies to be received in evidence) and 2004 c 265 s 37, 1982 c 35 s 116, & 1967 c 235 s 91.

PART IV

NONPROFIT MISCELLANEOUS AND MUTUAL CORPORATIONS ACT REVISIONS

Sec. 4101.  RCW 24.06.005 and 2001 c 271 s 1 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 mutual corporation or miscellaneous corporation subject to the provisions of this chapter, except a foreign corporation.

(2) "Foreign corporation" means a mutual or miscellaneous corporation or other corporation organized under laws other than the laws of this state which would be subject to the provisions of this chapter if organized under the laws of this state.

(3) "Mutual corporation" means a corporation organized to accomplish one or more of its purposes on a mutual basis for members and other persons.

(4) "Miscellaneous corporation" means any corporation which is organized for a purpose or in a manner not provided for by the Washington business corporation act or by the Washington nonprofit corporation act, and which is not required to be organized under other laws of this state.

(5) "Articles of incorporation" includes the original articles of incorporation and all amendments thereto, and includes articles of merger.

(6) "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.

(7) "Member" means one having membership rights in a corporation in accordance with provisions of its articles of incorporation or bylaws.

(8) "Stock" or "share" means the units into which the proprietary interests of a corporation are divided in a corporation organized with stock.

(9) "Stockholder" or "shareholder" means one who is a holder of record of one or more shares in a corporation organized with stock.

(10) "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.

(11) "Insolvent" means inability of a corporation to pay debts as they become due in the usual course of its affairs.

(12) "Duplicate originals" means two copies, original or otherwise, each with original signatures, or one original with original signatures and one copy thereof.

(13) "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 the document complies as to form with the applicable requirements of this chapter.

(14) "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)) on which the filing becomes effective under section 1203 of this act.

(15) "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.

(16) "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.

(17) "Electronic transmission" or "electronically transmitted" means any process of electronic communication not directly involving the physical transfer of paper that is suitable for the retention, retrieval, and reproduction of the transmitted information by the recipient. However, such an electronic transmission must either set forth or be submitted with information, including any security or validation controls used, from which it can reasonably be determined that the electronic transmission was authorized by, as applicable, the corporation or shareholder or member by or on behalf of which the electronic transmission was sent.

(18) "Consumer cooperative" means a corporation engaged in the retail sale, to its members and other consumers, of goods or services of a type that are generally for personal, living, or family use.

Sec. 4102.  RCW 24.06.032 and 2012 c 216 s 1 are each amended to read as follows:

(1) In addition to any other rights and powers granted under this chapter, any mutual or miscellaneous corporation that was organized under this chapter prior to June 10, 2004, and conducts its business on a cooperative basis is entitled, by means of an express election contained in its articles of incorporation or bylaws, to avail itself of part or all of the additional rights and powers granted to cooperative associations under RCW 23.86.105(1), 23.86.160, and 23.86.170, and, if the corporation is a consumer cooperative, under section 1302(6) of this act and RCW 23.86.030 (((1) and)) (2).

(2) Any other provision of this chapter notwithstanding:

(a) A consumer cooperative organized under this chapter may give notice to its members of the place, day, and hour of its annual meeting not less than ten nor more than one hundred twenty days before the date of the annual meeting.

(b) A consumer cooperative organized under this chapter may satisfy any provisions of this chapter requiring that certain information or materials must be set forth in a writing accompanying or contained in the notice of a meeting of its members, by: (i) Posting the information or materials on an electronic network not less than thirty days prior to the meeting at which such information or materials will be considered by members; and (ii) delivering to those members who are eligible to vote a notification, either in a meeting notice authorized under this chapter or in such other reasonable form as the board of directors may specify, setting forth the address of the electronic network at which and the date after which such information or materials will be posted and available for viewing by members eligible to vote, together with comprehensible instructions regarding how to obtain access to the information and materials posted on the electronic network. A consumer cooperative that elects to post information or materials required by this chapter on an electronic network shall, at its expense, provide a copy of such information or materials in a written or other tangible medium to any member who is eligible to vote and so requests.

(c) The articles of incorporation or bylaws of a consumer cooperative organized under this chapter may provide that the annual meeting of its members need not involve a physical assembly at a particular geographic location if the meeting is held by means of electronic or other remote communications with its members, in a fashion that its board of directors determines will afford members a reasonable opportunity to read or hear the proceedings substantially concurrently with their occurrence, to vote by electronic transmission on matters submitted to a vote by members, and to pose questions of and make comments to management, subject to such procedural guidelines and limitations as its board of directors may adopt. Members participating in an annual meeting by means of electronic or other remote communications technology in accordance with any such procedural guidelines and limitations shall be deemed present at the meeting for all purposes under this chapter. For any annual meeting of members that is conducted by means of electronic or other remote communications without a physical assembly at a geographic location, the address of the electronic network or other communications site or connection specified in the notice of the meeting shall be deemed to be the place of the meeting.

Sec. 4103.  RCW 24.06.045 and 1998 c 102 s 4 are each amended to read as follows:

The corporate name((:

(6) This title does not control the use of assumed business names or "trade names.")) must comply with the requirements of part I, Article 3 of this act.

Sec. 4104.  RCW 24.06.046 and 1993 c 356 s 13 are each amended to read as follows:

The exclusive right to the use of a corporate name may be reserved ((by:

The right to the exclusive use of a specified corporate name so reserved may be transferred to any other person or corporation by filing in the office of the secretary of state, a notice of such transfer, executed by the applicant for whom the name was reserved, and specifying the name and address of the transferee)) in accordance with section 1303 of this act.

Sec. 4105.  RCW 24.06.047 and 1994 c 211 s 1308 are each amended to read as follows:

Any corporation, organized and existing under the laws of any state or territory of the United States may register its corporate name ((under this title, provided its corporate name is not the same as, or deceptively similar to, the name of any domestic corporation existing under the laws of this state, or the name of any foreign corporation authorized to transact business in this state, the name of any domestic limited liability company organized under the laws of this state, or the name of any foreign limited liability company authorized to transact business in this state, the name of any domestic or foreign limited partnership on file with the secretary, or any corporate name reserved or registered under this title.

The registration shall be effective until the close of the calendar year in which the application for registration is filed)) in accordance with section 1304 of this act.

Sec. 4106.  RCW 24.06.048 and 1982 c 35 s 124 are each amended to read as follows:

A corporation which has in effect a registration of its corporate name, may renew such registration ((from year to year by annually filing an application for renewal setting forth the facts required to be set forth in an original application for registration and a certificate of good standing as required for the original registration and by paying a fee of ten dollars. A renewal application may be filed between the first day of October and the thirty-first day of December in each year, and shall extend the registration for the following calendar year)) in accordance with section 1304 of this act.

Sec. 4107.  RCW 24.06.050 and 2009 c 202 s 2 are each amended to read as follows:

Each domestic corporation and foreign corporation authorized to do business in this state shall have and continuously maintain in this state((:

No Washington corporation or foreign corporation authorized to transact business in this state may be permitted to maintain any action in any court in this state until the corporation complies with the requirements of this section)) a registered agent in accordance with part I, Article 4 of this act.

Sec. 4108.  RCW 24.06.055 and 2011 c 336 s 661 are each amended to read as follows:

A corporation may change its ((registered office or change its)) registered agent((, or both, upon filing in the office of the secretary of state a statement in the form prescribed by the secretary of state setting forth:

Such statement shall be executed by the corporation by an officer of the corporation, and delivered to the secretary of state, together with a written consent of the registered office to his, her, or its appointment, if applicable. If the secretary of state finds that such statement conforms to the provisions of this chapter, the secretary of state shall file such statement, and upon such filing, the change of address of the registered office, or the appointment of a new registered agent, or both, as the case may be, shall become effective)) by delivering to the secretary of state for filing a statement of change in accordance with section 1407 of this act.

Any registered agent of a corporation may resign as ((such)) agent ((upon filing a written notice thereof, executed in duplicate, with the secretary of state, who shall forthwith mail a copy thereof to the corporation in care of an officer, who is not the resigning registered agent, at the address of such officer as shown by the most recent annual report of the corporation. The appointment of such agent shall terminate upon the expiration of thirty days after receipt of such notice by the secretary of state)) by delivering to the secretary of state for filing a statement of resignation in accordance with section 1410 of this act.

Sec. 4109.  RCW 24.06.060 and 1982 c 35 s 127 are each amended to read as follows:

((The registered agent so appointed by a corporation shall be an agent of such corporation upon whom)) Service of any process, notice or demand required or permitted by law to be served upon the corporation may be ((served.

Nothing herein contained shall limit or affect the right to serve any process, notice or demand required or permitted by law to be served upon a corporation in any other manner now or hereafter permitted by law)) made in accordance with section 1411 of this act.

Sec. 4110.  RCW 24.06.200 and 1982 c 35 s 131 are each amended to read as follows:

((Duplicate originals of)) The articles of amendment shall be delivered to the secretary of state for filing in accordance with part I, Article 2 of this act. ((If the secretary of state finds that the articles of amendment conform to law, he or she shall, when all fees have been paid as prescribed in this chapter:

The certificate of amendment, together with the other duplicate original of the articles of amendment affixed thereto by the secretary of state shall be returned to the corporation or its representative and shall be retained by the corporation.))

Sec. 4111.  RCW 24.06.205 and 1982 c 35 s 132 are each amended to read as follows:

Upon the filing of the articles of amendment by the secretary of state, the amendment shall become effective as provided in section 1203 of this act and the articles of incorporation shall be deemed to be amended accordingly.

No amendment shall affect any existing cause of action in favor of or against such corporation, nor any pending action to which such corporation shall be a party, nor the existing rights of persons other than members; and, in the event the corporate name shall be changed by amendment, no action brought by or against such corporation under its former name shall abate for that reason.

Sec. 4112.  RCW 24.06.207 and 1982 c 35 s 133 are each amended to read as follows:

A domestic corporation may at any time restate its articles of incorporation as theretofore amended, by a resolution adopted by the board of directors.

Upon the adoption of the resolution, restated articles of incorporation shall be executed ((in duplicate)) by the corporation by one of its officers and shall set forth all of the operative provisions of the articles of incorporation as theretofore amended together with a statement that the restated articles of incorporation correctly set forth without change the corresponding provisions of the articles of incorporation as theretofore 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 for filing in accordance with part I, Article 2 of this act. ((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:

The restated certificate of incorporation, together with the duplicate original of the restated articles of incorporation 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 as provided in section 1203 of this act and shall supersede the original articles of incorporation and all amendments thereto.

Sec. 4113.  RCW 24.06.225 and 2000 c 167 s 9 are each amended to read as follows:

(1) Upon approval, articles of merger or articles of consolidation shall be executed ((in duplicate originals)) by each corporation, by an officer of each corporation, and shall set forth:

(a) The plan of merger or the plan of consolidation;

(b) A statement setting forth the date of the meeting of members or shareholders 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 and shareholders of the corporation and of each class entitled to vote thereon as a class, present at such meeting in person or by mail or by electronic transmission or represented by proxy were entitled to cast, or a statement that such amendment was adopted by a consent in writing signed by all members;

(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, he or she shall, when all fees have been paid as prescribed in this chapter:

The certificate of merger or certificate of consolidation, together with the original of the articles of merger or articles of consolidation affixed thereto by the secretary of state shall be returned to the surviving or new corporation, as the case may be, or its representative, and shall be retained by the corporation)) for filing in accordance with part I, Article 2 of this act.

Sec. 4114.  RCW 24.06.233 and 1982 c 35 s 136 are each amended to read as follows:

One or more foreign corporations and one or more domestic corporations may be merged or consolidated or participate in an exchange in the following manner, if such merger, consolidation, or exchange is permitted by the laws of the state under which each such foreign corporation is organized:

(1) Each domestic corporation shall comply with the provisions of this title with respect to the merger, consolidation, or exchange, as the case may be, of domestic corporations and each foreign corporation shall comply with the applicable provisions of the laws of the state under which it is organized.

(2) If the surviving or new corporation in a merger or consolidation is to be governed by the laws of any state other than this state, it shall comply with the provisions of this title and part I, Article 5 of this act with respect to foreign corporations if it is to transact business in this state, and in every case it shall file with the secretary of state of this state:

(a) An agreement that it may be served with process in ((this state)) accordance with section 1411 of this act in any proceeding for the enforcement of any obligation of any domestic corporation which is a party to such merger or consolidation and in any proceeding for the enforcement of the rights, if any, of a dissenting shareholder of any such domestic corporation against the surviving or new corporation; and

(b) ((An irrevocable appointment of the secretary of state of this state as its agent to accept service of process in any such proceeding; and

(c))) An agreement that it will promptly pay to the dissenting shareholders of any such domestic corporation the amount, if any, to which they shall be entitled under the provisions of this title with respect to the rights of dissenting shareholders.

The effect of such merger or consolidation shall be the same as in the case of the merger or consolidation of domestic corporations, if the surviving or new corporation is to be governed by the laws of this state. If the surviving or new corporation is to be governed by the laws of any state other than this state, the effect of such merger or consolidation shall be the same as in the case of the merger or consolidation of domestic corporations except insofar as the laws of such other state provide otherwise.

(3) At any time prior to the effective date of the articles of merger, consolidation, or exchange, the merger, consolidation, or exchange, may be abandoned pursuant to provision therefor, if any, set forth in the plan of merger, consolidation or exchange. In the event the merger, consolidation, or exchange is abandoned, the parties thereto shall execute a notice of abandonment ((in triplicate)) signed by an officer for each corporation signing the notice and deliver the notice to the secretary of state for filing in accordance with part I, Article 2 of this act. ((If the secretary of state finds the notice conforms to law, the secretary of state shall:

(c) Issue the other triplicate originals to the respective parties or their representatives.))

Sec. 4115.  RCW 24.06.280 and 1982 c 35 s 139 are each amended to read as follows:

((Duplicate originals of)) The articles of dissolution shall be delivered to the secretary of state for filing in accordance with part I, Article 2 of this act. ((If the secretary of state finds that such articles of dissolution conform to law, he or she shall, when all requirements have been met as prescribed in this chapter:

The certificate of dissolution, together with the original of the articles of dissolution affixed thereto by the secretary of state, shall be returned to the representative of the dissolved corporation and shall be retained with the corporation minutes.))

Upon the filing of the articles of dissolution, the corporate existence shall cease, except for the purpose of determining such suits, other proceedings and appropriate corporate action by members, directors and officers as are authorized in this chapter.

Sec. 4116.  RCW 24.06.290 and 1994 c 287 s 10 are each amended to read as follows:

Failure of the corporation to file its annual report within the time required shall not derogate from the rights of its creditors, or prevent the corporation from being sued and from defending lawsuits, nor shall it release the corporation from any of the duties or liabilities of a corporation under law.

A corporation shall be administratively dissolved by the secretary of state ((upon the conditions prescribed in this section when the corporation:

When a corporation has given cause for dissolution under this section, and has failed to correct the delinquency or omission as provided in this section, the secretary of state shall dissolve the corporation by issuing a certificate of involuntary dissolution containing a statement that the corporation has been dissolved and the date and reason for which it was dissolved. The original certificate of involuntary dissolution shall be filed in the records of the secretary of state, and a copy of the certificate shall forthwith be mailed to the corporation at its registered office or, if there is no registered office, to the last known address of the corporation or any officer, director, or incorporator of the corporation, as shown by the records of the secretary of state. Upon the filing of the certificate of involuntary dissolution, the existence of the corporation shall cease, except as otherwise provided in this chapter, and its name shall be available to and may be adopted by another corporation after the dissolution)) under the circumstances and procedures provided in part I, Article 6 of this act.

A corporation which has been administratively dissolved ((by operation of this section may be reinstated within a period of three years following its dissolution if it completes and files a current annual report for the current reinstatement year or it appoints or maintains a registered agent, or files a required statement of change of registered agent or registered office and in addition pays the reinstatement fee as set by rule by the secretary of state, plus the full amount of all annual fees that would have been assessed for the years of administrative dissolution had the corporation been in active status, including the reinstatement year plus any penalties as established by rule by the secretary of state. If during the period of dissolution another person or corporation has reserved or adopted a corporate name which is identical or deceptively similar to the dissolved corporation's name, the dissolved corporation seeking reinstatement shall be required to adopt another name consistent with the requirements of this chapter and to amend its articles accordingly)) under section 1603 of this act may apply to the secretary of state for reinstatement in accordance with section 1604 of this act.

When a corporation has been administratively dissolved ((by operation of this section)) under section 1603 of this act, remedies available to or against it shall survive in the manner provided by RCW 24.06.335 and thereafter the directors of the corporation shall hold title to the property of the corporation as trustees for the benefit of its creditors and shareholders.

Sec. 4117.  RCW 24.06.340 and 1969 ex.s. c 120 s 68 are each amended to read as follows:

(1) No foreign corporation shall have the right to conduct affairs in this state until it ((shall have procured a certificate of authority from)) registers with the secretary of state ((to do so)) in accordance with the requirements of part I, Article 5 of this act. ((No foreign corporation shall be entitled to procure a certificate of authority under this chapter to conduct in this state any affairs which a corporation organized under this chapter is not permitted to conduct: PROVIDED, That no foreign corporation shall be denied a certificate of authority by reason of the fact that the laws of the state or country under which such corporation is organized governing its organization and internal affairs differ from the laws of this state: PROVIDED FURTHER, That nothing in this chapter contained shall be construed to authorize this state to regulate the organization or the internal affairs of such corporation.))

(2) ((Without excluding other activities not constituting the conduct of affairs in this state, a foreign corporation shall, for purposes of this chapter, not be considered to be)) A nonexhaustive list of activities that do not constitute conducting affairs in this state ((by reason of carrying on in this state any one or more of the following activities:

(e) Securing or collecting debts due to it or enforcing any rights in property securing the same)) is provided in section 1505 of this act.

Sec. 4118.  RCW 24.06.345 and 1969 ex.s. c 120 s 69 are each amended to read as follows:

A foreign corporation ((which shall have received a certificate of authority under this chapter shall, until a certificate of revocation or of withdrawal shall have been issued as provided in this chapter, enjoy the same but no greater rights and privileges as a domestic corporation organized for the purposes set forth in the application pursuant to which such certificate of authorization is issued, and shall be subject to the same duties, restrictions, penalties and liabilities now or hereafter imposed upon a domestic corporation of like character)) that registers to conduct affairs in this state is subject to section 1501 of this act relating to the effect of registration and the governing law for registered foreign corporations.

Sec. 4119.  RCW 24.06.350 and 1982 c 35 s 143 are each amended to read as follows:

((No certificate of authority shall be issued to a foreign corporation unless the corporate name of such corporation complies with the provisions of RCW 24.06.045. However, a foreign corporation applying for a certificate of authority may file with the secretary of state a resolution of its board of directors adopting a fictitious name for use in transacting business in this state, if the fictitious name complies with RCW 24.06.045.)) The corporate name of a foreign corporation registered in this state must comply with the provisions of section 1506 and part I, Article 3 of this act.

Sec. 4120.  RCW 24.06.360 and 1989 c 307 s 38 are each amended to read as follows:

A foreign corporation((, in order to procure a certificate of authority)) may register to conduct affairs in this state((, shall make application therefor)) by delivering to the secretary of state((, which application shall set forth:

(7) 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)) for filing a foreign registration statement in accordance with section 1503 of this act.

Sec. 4121.  RCW 24.06.370 and 1982 c 35 s 145 are each amended to read as follows:

Upon the filing of the ((application for certificate of authority)) foreign registration statement by the secretary of state, the corporation shall be authorized to conduct affairs in this state for those purposes set forth in its application((: PROVIDED, That the state may suspend or revoke such authority as provided in this chapter for revocation and suspension of domestic corporation franchises)) subject to the right of the state to terminate the registration as provided in section 1511 of this act.

Sec. 4122.  RCW 24.06.375 and 1969 ex.s. c 120 s 75 are each amended to read as follows:

Every foreign corporation ((authorized)) registered to conduct affairs in this state shall have and continuously maintain in this state((:

(c) A foreign corporation authorized under any law of this state to transact business or conduct affairs in this state, having an office identical with the registered office)) a registered agent in accordance with part I, Article 4 of this act.

Sec. 4123.  RCW 24.06.380 and 1993 c 356 s 19 are each amended to read as follows:

A foreign corporation ((authorized)) registered to conduct affairs in this state may change its ((registered office or change its)) registered agent((, or both, upon filing in the office of)) by delivering to the secretary of state ((in a form approved by the secretary of state a statement setting forth:

Such)) for filing a statement of change in accordance with section 1407 of this act. The statement shall be executed by the corporation, by an officer of the corporation((, and delivered to the secretary of state, together with a written consent of the registered agent to his or its appointment, if applicable. If the secretary of state finds that such statement conforms to the provisions of this chapter, he or she shall file such statement in his or her office, and upon such filing the change of address of the registered office, or the appointment of a new registered agent, or both, as the case may be, shall become effective)).

((If)) A registered agent ((changes his or her business address to another place within the state, the registered agent may change such address and the address of the registered office of any corporation of which the registered agent is registered agent by filing a statement as required by this section, except that it need be signed only by the registered agent, it need not be responsive to subsection (3) of this section, and it shall recite that a copy of the statement has been mailed to the corporation)) may change its information on file with the secretary of state in accordance with sections 1408 or 1409 of this act.

Sec. 4124.  RCW 24.06.385 and 1969 ex.s. c 120 s 77 are each amended to read as follows:

Any registered agent in this state appointed by a foreign corporation may resign as such agent ((upon filing a written notice thereof, executed in duplicate, with)) by executing and delivering to the secretary of state((, who shall forthwith mail a copy thereof to the foreign corporation at its principal office in the state or country under the laws of which it is incorporated as shown by its most recent annual report. The appointment of such agent shall terminate upon the expiration of thirty days after receipt of such notice by the secretary of state)) for filing a statement of resignation in accordance with section 1410 of this act.

Sec. 4125.  RCW 24.06.390 and 1969 ex.s. c 120 s 78 are each amended to read as follows:

((The registered agent so appointed by a foreign corporation authorized to conduct affairs in this state shall be an agent of such corporation upon whom)) Service of any process, notice or demand required or permitted by law to be served upon the corporation may be ((served)) made in accordance with section 1411 of this act.

Sec. 4126.  RCW 24.06.395 and 1982 c 35 s 147 are each amended to read as follows:

Whenever a foreign corporation authorized to conduct affairs in this state shall fail to appoint or maintain a registered agent in this state, or whenever any such registered agent cannot with reasonable diligence be found at the registered office, or whenever the certificate of authority of a foreign corporation shall be suspended or revoked((, then the secretary of state shall be an agent of such corporation upon whom any such)) service of any process, notice, or demand upon the corporation may be ((served. Service on the secretary of state of any such process, notice, or demand shall be made by delivering to and leaving with the secretary of state, or with any duly authorized clerk of the corporation department of the secretary of state's office, duplicate copies of such process, notice or demand. In the event any such process, notice or demand is served on the secretary of state, the secretary of state shall immediately cause one of such copies thereof to be forwarded by certified mail, addressed to the corporation at its principal office in the state or country under the laws of which it is incorporated. Any service so had on the secretary of state shall be returnable in not less than thirty days.

The secretary of state shall keep a record of all processes, notices and demands served upon the secretary of state under this action, and shall record therein the time of such service and his or her action with reference thereto: PROVIDED, That)) made in accordance with section 1411 of this act. Nothing contained in this section shall limit or affect the right to serve any process, notice or demand, required or permitted by law to be served upon a corporation in any other manner now or hereafter permitted by law.

Sec. 4127.  RCW 24.06.410 and 1969 ex.s. c 120 s 82 are each amended to read as follows:

A foreign corporation ((authorized)) registered to conduct affairs in this state shall ((apply for an amended certificate of authority in the event that it wishes to change its corporate name, or desires to pursue in this state purposes other or additional to those set forth in its initial application for a certificate of authority.

The requirements with respect to the form and content of such application, the manner of its execution, the filing, the issuance of an amended certificate of authority, and the effect thereof shall be the same as in the case of an original application for a certificate of authority)) amend its foreign registration statement under the circumstances specified in section 1504 of this act.

Sec. 4128.  RCW 24.06.415 and 1993 c 356 s 20 are each amended to read as follows:

A foreign corporation ((authorized)) registered to conduct affairs in this state may withdraw from this state ((upon procuring from)) by delivering a statement of withdrawal to the secretary of state ((a certificate of withdrawal. In order to procure such certificate of withdrawal, the foreign corporation shall deliver to the secretary of state an application for withdrawal, which shall set forth:

The application for withdrawal shall be made on forms prescribed and furnished by the secretary of state and shall be executed by the corporation, by one of the officers of the corporation, or, if the corporation is in the hands of a receiver or trustee, shall be executed on behalf of the corporation by such receiver or trustee)) for filing in accordance with section 1507 of this act.

Sec. 4129.  RCW 24.06.425 and 1982 c 35 s 150 are each amended to read as follows:

(((1))) The ((certificate of authority)) registration of a foreign corporation to conduct affairs in this state may be ((revoked)) terminated by the secretary of state ((upon the conditions prescribed in this section when:

(2) No certificate of authority of a foreign corporation shall be revoked by the secretary of state unless the secretary of state shall have given the corporation not less than sixty days' notice thereof by first-class mail addressed to its registered office in this state, or, if there is no registered office, to the last known address of any officer or director of the corporation as shown by the records of the secretary of state, and the corporation shall have failed prior to revocation to (a) file such annual report, (b) pay such fees or penalties, (c) file the required statement of change of registered agent or registered office, (d) file such articles of amendment or articles of merger, or (e) correct any delinquency, omission, or material misrepresentation in its application, report, affidavit, or other document)) in accordance with section 1511 of this act.

Sec. 4130.  RCW 24.06.435 and 1969 ex.s. c 120 s 87 are each amended to read as follows:

((No)) A foreign corporation conducting affairs in this state without ((a certificate of authority shall be permitted to maintain any action, suit, or proceeding in any court of this state until such corporation shall have obtained a certificate of authority. Nor shall any action, suit or proceeding be maintained in any court of this state by any successor or assignee of such corporation on any right, claim, or demand arising out of the conduct of affairs by such corporation in this state until a certificate of authority shall have been obtained by the corporation or by a valid corporation which has (1) acquired all or substantially all of its assets and (2) assumed all of its liabilities: PROVIDED, That the failure of a foreign corporation to obtain a certificate of authority to conduct affairs in this state shall not impair the substantive validity of any contract or act of such corporation, and shall not prevent such corporation from defending any action, suit or proceeding in any court of this state under such terms and conditions as a court may find just)) registering with the secretary of state is subject to section 1502 of this act.

Sec. 4131.  RCW 24.06.440 and 1993 c 356 s 22 are each amended to read as follows:

Each domestic corporation, and each foreign corporation ((authorized)) registered to conduct affairs in this state, shall ((file, within the time prescribed by this chapter,)) deliver an annual ((or biennial)) report((, established by)) to the secretary of state ((by rule, in the form prescribed by the secretary of state setting forth:

The secretary of state may by rule adopted under chapter 34.05 RCW provide that correction or updating of information appearing on previous annual or biennial filings is sufficient to constitute the current filing)) in accordance with section 1212 of this act.

Sec. 4132.  RCW 24.06.450 and 2010 1st sp.s. c 29 s 4 are each amended to read as follows:

(((1))) Corporations are subject to the applicable fees, charges, and penalties established by the secretary of state ((must establish by rule, fees for the following:

(2) Fees are adjusted by rule in an amount that does not exceed the average biennial increase in the cost of providing service. This must be determined in a biennial cost study performed by the secretary)) under section 1213 of this act and RCW 43.07.120.

Sec. 4133.  RCW 24.06.470 and 2011 c 336 s 669 are each amended to read as follows:

Each director and officer of a corporation, domestic or foreign, who fails or refuses within the time prescribed by this chapter, to answer truthfully and fully any interrogatories propounded to him or her by the secretary of state in accordance with the provisions of this chapter, ((or who signs any articles, statement, report, application, or other document filed with the secretary of state,)) which is known to such officer or director to be false in any material respect, shall be deemed to be guilty of a misdemeanor, and upon conviction thereof shall be fined in an amount not to exceed five hundred dollars on each count.

Sec. 4134.  RCW 24.06.490 and 1982 c 35 s 160 are each amended to read as follows:

(((1) If the secretary of state shall fail to approve any articles of incorporation, amendment, merger, consolidation, or dissolution, or any other document required by this chapter to be approved by the secretary of state before the same shall be filed in his or her office, the secretary of state shall, within ten days after the delivery of such document to him or her, give written notice of disapproval to the person or corporation, domestic or foreign, delivering the same, specifying the reasons therefor. The person or corporation may apply to the superior court of the county in which the registered office of such corporation is situated, or is proposed, in the document, by filing a petition with the clerk of such court setting forth a copy of the articles or other document tendered to the secretary of state, together with a copy of the written disapproval thereof by the secretary of state; whereupon the matter shall be tried to the court on all questions of fact and law; and the court shall either sustain or overrule the action of the secretary of state.

(3) Appeals from all final orders and judgments entered by the superior court under this section, in the review of any ruling or decision of the secretary of state may be taken as in other civil actions.)) Section 1206 of this act governs the secretary of state's duty to file records delivered to the secretary of state for filing, the manner and effect of filing, and procedures that apply when the secretary of state refuses to file a record.

(1) RCW 24.06.170 (Filing of articles of incorporation) and 1982 c 35 s 128, 1981 c 302 s 5, & 1969 ex.s. c 120 s 34;

(2) RCW 24.06.293 (Administrative dissolution or revocation of a certificate of authority—Corporation name not distinguishable from name of governmental entity—Application by governmental entity) and 1997 c 12 s 3;

(3) RCW 24.06.355 (Change of name by foreign corporation) and 1969 ex.s. c 120 s 71;

(4) RCW 24.06.365 (Filing of application for certificate of authority—Issuance) and 1982 c 35 s 144 & 1969 ex.s. c 120 s 73;

(5) RCW 24.06.420 (Filing of application for withdrawal—Issuance of certificate of withdrawal) and 1982 c 35 s 149 & 1969 ex.s. c 120 s 84;

(6) RCW 24.06.430 (Issuance and filing of certificate of revocation—Effect) and 1982 c 35 s 151 & 1969 ex.s. c 120 s 86;

(7) RCW 24.06.433 (Foreign corporations—Application for reinstatement) and 1993 c 356 s 21;

(8) RCW 24.06.445 (Filing of annual or biennial report of domestic and foreign corporations) and 2011 c 183 s 6, 1993 c 356 s 23, 1982 c 35 s 153, 1973 c 146 s 1, & 1969 ex.s. c 120 s 89;

(9) RCW 24.06.455 (Miscellaneous fees) and 1993 c 269 s 8, 1982 c 35 s 155, 1979 ex.s. c 133 s 3, 1973 c 70 s 3, & 1969 ex.s. c 120 s 91;

(10) RCW 24.06.460 (Disposition of fees) and 1982 c 35 s 156 & 1969 ex.s. c 120 s 92;

(11) RCW 24.06.495 (Certificates and certified copies to be received in evidence) and 1982 c 35 s 161 & 1969 ex.s. c 120 s 99; and

(12) RCW 24.06.915 (Notice to existing corporations) and 1982 c 35 s 164 & 1969 ex.s. c 120 s 109.

PART V

GENERAL AND LIMITED LIABILITY PARTNERSHIPS AND REVISED UNIFORM PARTNERSHIP ACT REVISIONS

Sec. 5101.  RCW 25.05.005 and 2009 c 202 s 3 are each amended to read as follows:

The definitions in this section apply throughout this chapter unless the context clearly requires otherwise:

(1) "Business" includes every trade, occupation, and profession.

(2) "Debtor in bankruptcy" means a person who is the subject of:

(a) An order for relief under Title 11 of the United States Code or a comparable order under a successor statute of general application; or

(b) A comparable order under federal, state, or foreign law governing insolvency.

(3) "Distribution" means a transfer of money or other property from a partnership to a partner in the partner's capacity as a partner or to the partner's transferee.

(4) "Foreign limited liability partnership" means a partnership that:

(a) Is formed under laws other than the laws of this state; and

(b) Has the status of a limited liability partnership under those laws.

(5) "Limited liability partnership" means a partnership that has filed an application under RCW 25.05.500 and does not have a similar statement in effect in any other jurisdiction.

(6) "Partnership" means an association of two or more persons to carry on as co-owners a business for profit formed under RCW 25.05.055, predecessor law, or comparable law of another jurisdiction.

(7) "Partnership agreement" means the agreement, whether written, oral, or implied, among the partners concerning the partnership, including amendments to the partnership agreement.

(8) "Partnership at will" means a partnership in which the partners have not agreed to remain partners until the expiration of a definite term or the completion of a particular undertaking.

(9) "Partnership interest" or "partner's interest in the partnership" means all of a partner's interests in the partnership, including the partner's transferable interest and all management and other rights.

(10) "Person" means an individual, corporation, business trust, estate, trust, partnership, limited liability company, association, joint venture, government, governmental subdivision, agency, or instrumentality, or any other legal or commercial entity.

(11) "Property" means all property, real, personal, or mixed, tangible or intangible, or any interest therein.

(12) "Registered agent" means ((an individual resident of this state, a domestic corporation, a government, governmental subdivision, agency, or instrumentality, or a foreign corporation authorized to do business in this state)) the person designated under part I, Article 4 of this act to serve as the agent of the entity authorized to receive service of any process, notice, or demand required or permitted by law to be served on the entity.

(13) "State" means a state of the United States, the District of Columbia, the Commonwealth of Puerto Rico, or any territory or insular possession subject to the jurisdiction of the United States.

(14) "Statement" means a statement of partnership authority under RCW 25.05.110, a statement of denial under RCW 25.05.115, a statement of dissociation under RCW 25.05.265, a statement of dissolution under RCW 25.05.320, or an amendment or cancellation of any statement under these sections.

(15) "Transfer" includes an assignment, conveyance, lease, mortgage, deed, and encumbrance.

Sec. 5102.  RCW 25.05.025 and 1998 c 103 s 105 are each amended to read as follows:

(1) A statement may be ((filed in)) delivered to the office of the secretary of state for filing in accordance with part I, Article 2 of this act. A certified copy of a statement that is filed in an office in another state may be ((filed in)) delivered to the office of the secretary of state for filing in accordance with part I, Article 2 of this act. Either filing has the effect provided in this chapter with respect to partnership property located in or transactions that occur in this state.

(2) A statement ((filed)) delivered by a partnership to the secretary of state for filing must be executed by at least two partners. Other statements must be executed by a partner or other person authorized by this chapter. An individual who executes a statement as, or on behalf of, a partner or other person shall personally declare under penalty of perjury that the contents of the statement are accurate.

(3) A person authorized by this chapter to ((file)) deliver a statement to the secretary of state for filing may amend or cancel the statement by delivering to the secretary of state for filing an amendment or cancellation that names the partnership, identifies the statement, and states the substance of the amendment or cancellation.

(4) A person who ((files)) delivers a statement ((pursuant to this section)) to the secretary of state for filing shall promptly send a copy of the statement to every nonfiling partner and to any other person named as a partner in the statement. Failure to send a copy of a statement to a partner or other person does not limit the effectiveness of the statement as to a person not a partner.

Sec. 5103.  RCW 25.05.110 and 1998 c 103 s 303 are each amended to read as follows:

(1) A partnership may ((file)) deliver to the secretary of state for filing a statement of partnership authority, which:

(a) Must include:

(i) The name of the partnership; and

(ii) The street address of its chief executive office and of one office in this state, if there is one; and

(b) May state the names of all of the partners, the names of the partners authorized to execute an instrument transferring real property held in the name of the partnership, the authority, or limitations on the authority, of some or all of the partners to enter into other transactions on behalf of the partnership and any other matter.

(2) A grant of authority contained in a filed statement of partnership authority is conclusive in favor of a person not a partner who gives value without knowledge to the contrary, so long as and to the extent that a limitation on that authority is not then contained in a subsequently filed statement. A filed cancellation of a limitation on authority revives the previous grant of authority.

(3) A person not a partner is deemed to know of a limitation on the authority of a partner to transfer real property held in the name of the partnership if the limitation is contained in a filed statement of partnership authority.

(4) Except as otherwise provided in subsection (3) of this section and RCW 25.05.265 and 25.05.320, a person not a partner is not deemed to know of a limitation on the authority of a partner merely because the limitation is contained in a filed statement.

(5) Unless earlier canceled, a filed statement of partnership authority is canceled by operation of law five years after the date on which the statement, or the most recent amendment, was filed ((with)) by the secretary of state.

Sec. 5104.  RCW 25.05.115 and 1998 c 103 s 304 are each amended to read as follows:

A partner, or other person named as a partner in a filed statement of partnership authority, may ((file)) deliver to the secretary of state for filing a statement of denial stating the name of the partnership and the fact that is being denied, which may include denial of a person's authority or status as a partner. A statement of denial is a limitation on authority as provided in RCW 25.05.110 (2) and (3).

Sec. 5105.  RCW 25.05.355 and 2009 c 188 s 1405 are each amended to read as follows:

(1) A partnership may be converted to a limited partnership pursuant to this section.

(2) The terms and conditions of a conversion of a partnership to a limited partnership must be approved by all of the partners or by a number or percentage specified for conversion in the partnership agreement.

(3) After the conversion is approved by the partners, the partnership shall file a certificate of limited partnership in the jurisdiction in which the limited partnership is to be formed. The certificate must include:

(a) A statement that the partnership was converted to a limited partnership from a partnership;

(b) Its former name; and

(c) A statement of the number of votes cast by the partners for and against the conversion and, if the vote is less than unanimous, the number or percentage required to approve the conversion under the partnership agreement.

(4) If the partnership was converted to a domestic limited partnership, the certificate must also include:

(a) The name of the limited partnership;

(b) The address of the office for records and the name and address of the registered agent for service of process ((appointed pursuant to RCW 25.10.121)) designated in accordance with part I, Article 4 of this act;

(c) The name and the geographical and mailing address of each general partner;

(d) The latest date upon which the limited partnership is to dissolve; and

(e) Any other matters the general partners determine to include therein.

(5) The conversion takes effect when the certificate of limited partnership is filed or at any later date specified in the certificate in accordance with section 1203 of this act.

(6) A general partner who becomes a limited partner as a result of the conversion remains liable as a general partner for an obligation incurred by the partnership before the conversion takes effect. If the other party to a transaction with the limited partnership reasonably believes when entering the transaction that the limited partner is a general partner, the limited partner is liable for an obligation incurred by the limited partnership within ninety days after the conversion takes effect. The limited partner's liability for all other obligations of the limited partnership incurred after the conversion takes effect is that of a limited partner as provided in the Washington uniform limited partnership act.

Sec. 5106.  RCW 25.05.370 and 1998 c 103 s 905 are each amended to read as follows:

(1) One or more domestic partnerships may merge with one or more domestic partnerships, domestic limited partnerships, domestic limited liability companies, or domestic corporations pursuant to a plan of merger approved or adopted as provided in RCW 25.05.375.

(2) The plan of merger must set forth:

(a) The name of each partnership, limited liability company, limited partnership, and corporation planning to merge and the name of the surviving partnership, limited liability company, limited partnership, or corporation into which the other partnership, limited liability company, limited partnership, or corporation plans to merge;

(b) The terms and conditions of the merger; and

(c) The manner and basis of converting the interests of each member of each limited liability company, the partnership interests in each partnership and each limited partnership, and the shares of each corporation party to the merger into the interests, shares, obligations, or other securities of the surviving or any other partnership, limited liability company, limited partnership, or corporation or into cash or other property in whole or part.

(3) The plan of merger may set forth:

(a) Amendments to the certificate of formation of the surviving limited liability company;

(b) Amendments to the certificate of limited partnership of the surviving limited partnership;

(c) Amendments to the articles of incorporation of the surviving corporation; and

(d) Other provisions relating to the merger.

(4) If the plan of merger does not specify a delayed effective date, it shall become effective upon the filing of articles of merger as provided in section 1203 of this act. ((If the)) A plan of merger ((specifies)) may specify a delayed effective time and date((, the plan of merger becomes effective at the time and date specified. If the plan of merger specifies a delayed effective date but no time is specified, the plan of merger is effective at the close of business on that date. A delayed effective date for a plan of merger may not be later than the ninetieth day after the date it is filed)) in accordance with section 1203 of this act.

Sec. 5107.  RCW 25.05.390 and 2009 c 188 s 1408 are each amended to read as follows:

(1) One or more foreign partnerships, foreign limited liability companies, foreign limited partnerships, and foreign corporations may merge with one or more domestic partnerships, domestic limited liability companies, domestic limited partnerships, or domestic corporations if:

(a) The merger is permitted by the law of the jurisdiction under which each foreign partnership was organized, each foreign limited liability company was formed, each foreign limited partnership was organized, and each foreign corporation was incorporated, and each foreign partnership, foreign limited liability company, foreign limited partnership, and foreign corporation complies with that law in effecting the merger;

(b) The surviving entity complies with RCW 25.05.380;

(c) Each domestic limited liability company complies with RCW 25.15.400;

(d) Each domestic limited partnership complies with RCW 25.10.781; and

(e) Each domestic corporation complies with RCW 23B.11.080.

(2) Upon the merger taking effect, a surviving foreign limited liability company, limited partnership, or corporation ((is deemed to appoint the secretary of state as its agent for service of)) may be served with process in accordance with section 1411 of this act in a proceeding to enforce any obligation or the rights of dissenting members, partners, or shareholders of each domestic limited liability company, domestic limited partnership, or domestic corporation party to the merger.

Sec. 5108.  RCW 25.05.500 and 2010 1st sp.s. c 29 s 5 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 delivering to the secretary of state for 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 must ((file with)) deliver to the secretary of state for filing 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 in accordance with part I, Article 4 of this act; 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)) may be any person authorized under part I, Article 4 of this act to serve as registered agent.

(3) The application must be accompanied by a fee for each partnership as established by the secretary of state ((in rule)) under section 1213 of this act.

(4) The secretary of state 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 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 under section 1213 of this act. 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)) as specified in section 1203 of this act, and remains effective until:

(a) It is voluntarily withdrawn by ((filing with)) delivering to the secretary of state for filing 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 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, is not 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. 5109.  RCW 25.05.505 and 1998 c 103 s 1102 are each amended to read as follows:

The name of a limited liability partnership ((shall contain the words "limited liability partnership" or the abbreviation "L.L.P." or "LLP" as the last words or letters of its name)) must comply with part I, Article 3 of this act.

Sec. 5110.  RCW 25.05.530 and 2009 c 437 s 5 are each amended to read as follows:

(((1) In order to)) A limited liability partnership may 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:

(2) A statement of change is effective when filed by the secretary of state)) by delivering to the secretary of state for filing a statement of change in accordance with section 1407 of this act.

Sec. 5111.  RCW 25.05.533 and 2009 c 437 s 6 are each amended to read as follows:

(((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.

(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)) may resign as agent by delivering to the secretary of state for filing a statement of resignation in accordance with section 1410 of this act.

Sec. 5112.  RCW 25.05.536 and 2009 c 437 s 7 are each amended to read as follows:

(((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 may be made in accordance with section 1411 of this act.

(((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.

(6) This section does not affect the right to serve process, notice, or demand in any other manner provided by law.))

Sec. 5113.  RCW 25.05.550 and 1998 c 103 s 1201 are each amended to read as follows:

(((1) The law under which a foreign limited liability partnership is formed governs relations among the partners and between the partners and the partnership and, except as otherwise provided in RCW 25.05.125(4), the liability of partners for obligations of the partnership.

(3) A statement of foreign qualification does not authorize a foreign limited liability partnership to engage in any business or exercise any power that a partnership may not engage in or exercise in this state as a limited liability partnership)) A foreign limited liability partnership that registers to transact business in this state is subject to section 1501 of this act relating to the effect of registration and the governing law for registered foreign limited liability partnerships.

Sec. 5114.  RCW 25.05.555 and 1998 c 103 s 1202 are each amended to read as follows:

Before transacting business in this state, a foreign limited liability partnership must register with the secretary of state ((under this chapter in the same manner as a limited liability partnership, except that if the foreign limited liability partnership's name contains the words "registered limited liability partnership" or the abbreviation "R.L.L.P." or "RLLP," it may include those words or abbreviations in its application with the secretary of state)) in accordance with part I, Article 5 of this act.

Sec. 5115.  RCW 25.05.560 and 2009 c 437 s 12 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.

(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)) without registering with the secretary of state is subject to section 1502 of this act.

(((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 RCW 25.05.589, for)) service of process with respect to a right of action arising out of the transaction of business in this state may be made on the foreign limited liability partnership in accordance with section 1411 of this act.

Sec. 5116.  RCW 25.05.565 and 1998 c 103 s 1204 are each amended to read as follows:

(((1))) A nonexhaustive list of activities of a foreign limited liability partnership ((which)) that do not constitute transacting business ((for the purpose of this article include:

(3) This section does not apply in determining the contacts or activities that may subject a foreign limited liability partnership to service of process, taxation, or regulation under any other law of this state)) in this state is provided in section 1505 of this act.

Sec. 5117.  RCW 25.05.580 and 2009 c 437 s 8 are each amended to read as follows:

(((1))) A foreign limited liability partnership shall designate and continuously maintain in this state((:

(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)) a registered agent in accordance with part I, Article 4 of this act.

Sec. 5118.  RCW 25.05.583 and 2009 c 437 s 9 are each amended to read as follows:

(((1) In order to)) A foreign limited liability partnership may 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:

(2) A statement of change is effective when filed by the secretary of state)) by delivering to the secretary of state for filing a statement of change in accordance with section 1407 of this act.

Sec. 5119.  RCW 25.05.586 and 2009 c 437 s 10 are each amended to read as follows:

(((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.

(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)) A registered agent of a foreign limited liability partnership may resign as agent by delivering to the secretary of state for filing a statement of resignation in accordance with section 1410 of this act.

Sec. 5120.  RCW 25.05.589 and 2009 c 437 s 11 are each amended to read as follows:

(((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((.

(6) This section does not affect the right to serve process, notice, or demand in any other manner provided by law)) may be made in accordance with section 1411 of this act.

Sec. 5121.  RCW 25.05.902 and 1998 c 103 s 1306 are each amended to read as follows:

(((1))) Partnerships are subject to the applicable fees, charges, and penalties established by the secretary of state ((shall adopt rules establishing fees which shall be charged and collected for:

(3) All fees collected by the secretary of state shall be deposited with the state treasurer pursuant to law)) under section 1213 of this act and RCW 43.07.120.

(1) RCW 25.04.716 (Name—Reservation of exclusive right—Filing) and 1998 c 102 s 7; and

(2) RCW 25.05.570 (Action by attorney general) and 1998 c 103 s 1205.

PART VI

UNIFORM LIMITED PARTNERSHIP ACT REVISIONS

Sec. 6101.  RCW 25.10.011 and 2009 c 188 s 102 are each amended to read as follows:

The definitions in this section apply throughout this chapter unless the context clearly requires otherwise.

(1) "Certificate of limited partnership" means the certificate required by RCW 25.10.201, including the certificate as amended or restated.

(2) "Contribution," except in the term "right of contribution," means any benefit provided by a person to a limited partnership in order to become a partner or in the person's capacity as a partner.

(3) "Debtor in bankruptcy" means a person that is the subject of:

(a) An order for relief under Title 11 of the United States Code or a comparable order under a successor statute of general application; or

(b) A comparable order under federal, state, or foreign law governing insolvency.

(4) "Designated office" means((:

(b) With respect to a foreign limited partnership, its principal office)) the principal office indicated in the limited partnership's most recent annual report, or if the principal office is not located within this state, the office of the limited partnership's registered agent.

(5) "Distribution" means a transfer of money or other property from a limited partnership to a partner in the partner's capacity as a partner or to a transferee on account of a transferable interest owned by the transferee.

(6) "Foreign limited liability limited partnership" means a foreign limited partnership whose general partners have limited liability for the obligations of the foreign limited partnership under a provision similar to RCW 25.10.401(3).

(7) "Foreign limited partnership" means a partnership formed under the laws of a jurisdiction other than this state and required by those laws to have one or more general partners and one or more limited partners. "Foreign limited partnership" includes a foreign limited liability limited partnership.

(8) "General partner" means:

(a) With respect to a limited partnership, a person that:

(i) Becomes a general partner under RCW 25.10.371; or

(ii) Was a general partner in a limited partnership when the limited partnership became subject to this chapter under RCW 25.10.911 (1) or (2); and

(b) With respect to a foreign limited partnership, a person that has rights, powers, and obligations similar to those of a general partner in a limited partnership.

(9) "Limited liability limited partnership," except in the term "foreign limited liability limited partnership," means a limited partnership whose certificate of limited partnership states that the limited partnership is a limited liability limited partnership.

(10) "Limited partner" means:

(a) With respect to a limited partnership, a person that:

(i) Becomes a limited partner under RCW 25.10.301; or

(ii) Was a limited partner in a limited partnership when the limited partnership became subject to this chapter under RCW 25.10.911 (1) or (2); and

(b) With respect to a foreign limited partnership, a person that has rights, powers, and obligations similar to those of a limited partner in a limited partnership.

(11) "Limited partnership," except in the terms "foreign limited partnership" and "foreign limited liability limited partnership," means an entity, having one or more general partners and one or more limited partners, that is formed under this chapter by two or more persons or becomes subject to this chapter under article 11 of this chapter or RCW 25.10.911 (1) or (2). "Limited partnership" includes a limited liability limited partnership.

(12) "Partner" means a limited partner or general partner.

(13) "Partnership agreement" means the partners' agreement, whether oral, implied, in a record, or in any combination, concerning the limited partnership. "Partnership agreement" includes the agreement as amended.

(14) "Person" means an individual, corporation, business trust, estate, trust, partnership, limited liability company, association, joint venture, government; governmental subdivision, agency, or instrumentality; public corporation, or any other legal or commercial entity.

(15) "Person dissociated as a general partner" means a person dissociated as a general partner of a limited partnership.

(16) "Principal office" means the office where the principal executive office of a limited partnership or foreign limited partnership is located, whether or not the office is located in this state.

(17) "Record" means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form.

(18) "Required information" means the information that a limited partnership is required to maintain under RCW 25.10.091.

(19) "Sign" means:

(a) To sign with respect to a written record;

(b) To electronically transmit along with sufficient information to determine the sender's identity with respect to an electronic transmission; or

(c) With respect to a record to be filed with the secretary of state, to comply with the standard for filing with the office of the secretary of state as prescribed by the secretary of state.

(20) "State" means a state of the United States, the District of Columbia, Puerto Rico, the United States Virgin Islands, or any territory or insular possession subject to the jurisdiction of the United States.

(21) "Transfer" includes an assignment, conveyance, deed, bill of sale, lease, mortgage, security interest, encumbrance, gift, and transfer by operation of law.

(22) "Transferable interest" means a partner's right to receive distributions.

(23) "Transferee" means a person to which all or part of a transferable interest has been transferred, whether or not the transferor is a partner.

Sec. 6102.  RCW 25.10.061 and 2009 c 188 s 108 are each amended to read as follows:

(((1))) The name of a limited partnership ((may contain the name of any partner.

(8) This chapter does not control the use of assumed business names or trade names)) must comply with the provisions of part I, Article 3 of this act.

Sec. 6103.  RCW 25.10.071 and 2009 c 188 s 109 are each amended to read as follows:

(((1))) A person may reserve the exclusive right to the use of a limited partnership name ((that complies with RCW 25.10.061 may be reserved by:

(4) A person that has reserved a name under this section may deliver to the secretary of state for filing a notice of transfer that states the reserved name, the name and street and mailing address of some other person to which the reservation is to be transferred, and the subsection of subsection (1) of this section that applies to the other person. Subject to RCW 25.10.251(3), the transfer is effective when the secretary of state files the notice of transfer)) in accordance with section 1303 of this act.

Sec. 6104.  RCW 25.10.121 and 2009 c 188 s 114 are each amended to read as follows:

(((1))) A limited partnership or foreign limited partnership shall designate and continuously maintain in this state((:

(3) An agent for service of process of a limited partnership or foreign limited partnership must be an individual who is a resident of this state or other person authorized to do business in this state)) a registered agent in accordance with part I, Article 4 of this act.

Sec. 6105.  RCW 25.10.131 and 2009 c 188 s 115 are each amended to read as follows:

(((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 partnership or a foreign limited partnership ((must deliver)) may change its registered agent by delivering to the secretary of state for filing a statement of change ((containing:

(2) Subject to RCW 25.10.251(3), a statement of change is effective when filed by the secretary of state)) in accordance with section 1407 of this act.

Sec. 6106.  RCW 25.10.141 and 2009 c 188 s 116 are each amended to read as follows:

(((1) In order to)) A registered agent may resign as an agent for service of process of a limited partnership or foreign limited partnership((, the agent must deliver)) by delivering to the secretary of state for filing a statement of resignation ((containing the name of the limited partnership or foreign limited partnership.

(3) An agent for service of process is terminated on the thirty-first day after the secretary of state files the statement of resignation)) in accordance with section 1410 of this act.

Sec. 6107.  RCW 25.10.151 and 2009 c 188 s 117 are each amended to read as follows:

(((1) An agent for service of process appointed by a limited partnership or foreign limited partnership is an agent of the limited partnership or foreign limited partnership for)) Service of any process, notice, or demand required or permitted by law to be served upon the limited partnership or foreign limited partnership((.

(6) This section does not affect the right to serve process, notice, or demand in any other manner provided by law)) may be made in accordance with section 1411 of this act.

Sec. 6108.  RCW 25.10.201 and 2009 c 188 s 201 are each amended to read as follows:

(1) In order for a limited partnership to be formed, a certificate of limited partnership must be delivered to the secretary of state for filing in accordance with part I, Article 2 of this act. The certificate of limited partnership must state:

(a) The name of the limited partnership, which must comply with ((RCW 25.10.061)) part I, Article 3 of this act;

(b) The ((street and mailing address of the initial designated office and the)) name and street and mailing address of the initial agent for service of process;

(c) The name and the street and mailing address of each general partner;

(d) Whether the limited partnership is a limited liability limited partnership; and

(e) Any additional information required by article 11 of this chapter.

(2) A certificate of limited partnership may also contain any other matters but may not vary or otherwise affect the provisions specified in RCW 25.10.081(2) in a manner inconsistent with that section.

(3) If there has been substantial compliance with subsection (1) of this section, subject to ((RCW 25.10.251(3))) section 1203 of this act, a limited partnership is formed when the secretary of state files the certificate of limited partnership.

(4) Subject to subsection (2) of this section, if any provision of a partnership agreement is inconsistent with the filed certificate of limited partnership or with a filed statement of dissociation, termination, or change or filed articles of conversion or merger:

(a) The partnership agreement prevails as to partners and transferees; and

(b) The filed certificate of limited partnership, statement of dissociation, termination, or change or articles of conversion or merger prevails as to persons, other than partners and transferees, that reasonably rely on the filed record to their detriment.

Sec. 6109.  RCW 25.10.211 and 2009 c 188 s 202 are each amended to read as follows:

(1) In order to amend its certificate of limited partnership, a limited partnership must deliver to the secretary of state for filing an amendment or, pursuant to article 11 of this chapter, articles of merger stating:

(a) The name of the limited partnership;

(b) The date of filing of its initial certificate of limited partnership; and

(c) The changes the amendment makes to the certificate of limited partnership as most recently amended or restated.

(2) A limited partnership shall promptly deliver to the secretary of state for filing an amendment to a certificate of limited partnership to reflect:

(a) The admission of a new general partner;

(b) The dissociation of a person as a general partner; or

(c) The appointment of a person to wind up the limited partnership's activities under RCW 25.10.581 (3) or (4).

(3) A general partner that knows that any information in a filed certificate of limited partnership was false when the certificate was filed or has become false due to changed circumstances shall promptly:

(a) Cause the certificate of limited partnership to be amended; or

(b) If appropriate, deliver to the secretary of state for filing a statement of change pursuant to ((RCW 25.10.131)) section 1407 of this act or a statement of correction pursuant to ((RCW 25.10.261)) section 1205 of this act.

(4) A certificate of limited partnership may be amended at any time for any other proper purpose as determined by the limited partnership.

(5) A restated certificate of limited partnership may be delivered to the secretary of state for filing in the same manner as an amendment.

(6) ((Subject to RCW 25.10.251(3),)) An amendment or restated certificate of limited partnership is effective when filed by the secretary of state as provided in section 1203 of this act, and may state a delayed effective date in accordance with section 1203 of this act.

Sec. 6110.  RCW 25.10.231 and 2009 c 188 s 204 are each amended to read as follows:

(1) Each record delivered to the secretary of state for filing pursuant to ((this chapter)) part I, Article 2 of this act must be signed in the following manner:

(a) An initial certificate of limited partnership must be signed by all general partners listed in the certificate.

(b) An amendment adding or deleting a statement that the limited partnership is a limited liability limited partnership must be signed by all general partners listed in the certificate.

(c) An amendment designating as general partner a person admitted under RCW 25.10.571(3)(b) following the dissociation of a limited partnership's last general partner must be signed by that person.

(d) An amendment required by RCW 25.10.581(3) following the appointment of a person to wind up the dissolved limited partnership's activities must be signed by that person.

(e) Any other amendment must be signed by:

(i) At least one general partner listed in the certificate of limited partnership;

(ii) Each other person designated in the amendment as a new general partner; and

(iii) Each person that the amendment indicates has dissociated as a general partner, unless:

(A) The person is deceased or a guardian or general conservator has been appointed for the person and the amendment so states; or

(B) The person has previously delivered to the secretary of state for filing a statement of dissociation.

(f) A restated certificate of limited partnership must be signed by at least one general partner listed in the certificate, and, to the extent the restated certificate effects a change under any other subsection of this subsection (1), the certificate must be signed in a manner that satisfies that subsection.

(g) A statement of termination must be signed by all general partners listed in the certificate or, if the certificate of a dissolved limited partnership lists no general partners, by the person appointed pursuant to RCW 25.10.581 (3) or (4) to wind up the dissolved limited partnership's activities.

(h) Articles of conversion must be signed by each general partner listed in the certificate of limited partnership.

(i) Articles of merger must be signed as provided in RCW 25.10.786(1).

(j) Any other record delivered on behalf of a limited partnership to the secretary of state for filing must be signed by at least one general partner listed in the certificate of limited partnership.

(k) A statement by a person pursuant to RCW 25.10.531(1)(d) stating that the person has dissociated as a general partner must be signed by that person.

(l) A statement of withdrawal by a person pursuant to RCW 25.10.351 must be signed by that person.

(m) A record delivered on behalf of a foreign limited partnership to the secretary of state for filing must be signed by at least one general partner of the foreign limited partnership.

(n) Any other record delivered on behalf of any person to the secretary of state for filing must be signed by that person.

(2) Any person may sign by an ((attorney-in-fact)) agent any record to be ((filed pursuant to this chapter)) delivered to the secretary of state for filing under part I, Article 2 of this act.

Sec. 6111.  RCW 25.10.241 and 2009 c 188 s 205 are each amended to read as follows:

(((1))) If a person required by this chapter to sign a record or deliver a record to the secretary of state for filing does not do so, any other person that is aggrieved may petition the appropriate court ((to order:

(3) A record filed unsigned pursuant to this section is effective without being signed)) under section 1210 of this act to order the signing or delivery of the record.

Sec. 6112.  RCW 25.10.251 and 2009 c 188 s 206 are each amended to read as follows:

(1) A record authorized or required to be delivered to the secretary of state for filing under this chapter must ((be captioned to describe the record's purpose, be in a medium permitted by the secretary of state, and be delivered to the secretary of state. Unless the secretary of state determines that a record does not comply with the filing requirements of this chapter, and if all filing fees have been paid,)) comply with the requirements of part I, Article 2 of this act. The secretary of state shall ((file the record and)):

(a) For a statement of dissociation, send:

(i) A copy of the filed statement and a receipt for the fees to the person that the statement indicates has dissociated as a general partner; and

(ii) A copy of the filed statement and receipt to the limited partnership;

(b) For a statement of withdrawal, send:

(i) A copy of the filed statement and a receipt for the fees to the person on whose behalf the record was filed; and

(ii) If the statement refers to an existing limited partnership, a copy of the filed statement and receipt to the limited partnership; and

(c) For all other records, send a copy of the filed record and a receipt for the fees to the person on whose behalf the record was filed.

(2) ((Upon request and payment of a fee, the secretary of state shall send to the requester a certified copy of the requested record.

(3) Except as otherwise provided in RCW 25.10.141 and 25.10.261,)) A record delivered to the secretary of state for filing under this chapter may specify an effective time and a delayed effective date in accordance with section 1203 of this act. Except as otherwise provided in this chapter, a record filed by the secretary of state is effective((:

(ii) The ninetieth day after the record is filed)) as provided in section 1203 of this act.

Sec. 6113.  RCW 25.10.261 and 2009 c 188 s 207 are each amended to read as follows:

(((1))) A limited partnership or foreign limited partnership may ((deliver to the secretary of state for filing a statement of correction to correct a record previously delivered by the limited partnership or foreign limited partnership to the secretary of state and filed by the secretary of state, if at the time of filing the record contained false or erroneous information or was defectively signed.

(b) As to persons relying on the uncorrected record and adversely affected by the correction)) correct a record filed by the secretary of state in accordance with section 1205 of this act.

Sec. 6114.  RCW 25.10.271 and 2009 c 188 s 208 are each amended to read as follows:

(1) If a record delivered to the secretary of state for filing under this chapter and filed by the secretary of state contains false information, a person that suffers loss by reliance on the information may recover damages for the loss from:

(a) A person that signed the record, or caused another to sign it on the person's behalf, and knew the information to be false at the time the record was signed; and

(b) A general partner that has notice that the information was false when the record was filed or has become false because of changed circumstances, if the general partner has notice for a reasonably sufficient time before the information is relied upon to enable the general partner to effect an amendment under RCW 25.10.211, file a petition under RCW 25.10.241, or deliver to the secretary of state for filing a statement of change under ((RCW 25.10.131)) section 1407 of this act or a statement of correction under ((RCW 25.10.261)) section 1205 of this act.

(2) A person who signs a record authorized or required to be filed under this chapter that such a person knows is false in any material respect with intent that the record be delivered to the secretary of state for filing is ((guilty of a gross misdemeanor punishable under chapter 9A.20 RCW)) subject to a criminal penalty under section 1209 of this act.

Sec. 6115.  RCW 25.10.281 and 2009 c 188 s 209 are each amended to read as follows:

(((1))) Any person may apply to the secretary of state under section 1208 of this act to furnish a certificate of existence for a domestic limited partnership or a certificate of ((authorization)) registration for a foreign limited partnership.

(((2) A certificate of existence or authorization means that as of the date of its issuance:

(4) Subject to any qualification stated in the certificate, a certificate of existence or authorization issued by the secretary of state may be relied upon as conclusive evidence that the domestic or foreign limited partnership is in existence or is authorized to transact business in the limited partnership form in this state.))

Sec. 6116.  RCW 25.10.291 and 2009 c 188 s 210 are each amended to read as follows:

(((1))) A limited partnership or a foreign limited partnership authorized to transact business in this state shall deliver to the secretary of state for filing an annual report ((that states:

(5) If a filed annual report contains an address of a designated office or the name or address of an agent for service of process that differs from the information shown in the records of the secretary of state immediately before the filing, the differing information in the annual report is considered a statement of change under RCW 25.10.131)) in accordance with section 1212 of this act.

Sec. 6117.  RCW 25.10.571 and 2009 c 188 s 801 are each amended to read as follows:

Except as otherwise provided in RCW 25.10.576, a limited partnership is dissolved, and its activities must be wound up, only upon the occurrence of any of the following:

(1) The happening of an event specified in the partnership agreement;

(2) The consent of all general partners and of limited partners owning a majority of the rights to receive distributions as limited partners at the time the consent is to be effective;

(3) The passage of ninety days after the dissociation of a person as a general partner if following such dissociation the limited partnership does not have a remaining general partner unless before the end of the period:

(a) Consent to continue the activities of the limited partnership and admit at least one general partner is given by limited partners owning a majority of the rights to receive distributions as limited partners at the time the consent is to be effective; and

(b) At least one person is admitted as a general partner in accordance with the consent;

(4) The passage of ninety days after the dissociation of the limited partnership's last limited partner, unless before the end of the period the limited partnership admits at least one limited partner; or

(5) The signing and filing of a ((declaration)) statement of administrative dissolution by the secretary of state under ((RCW 25.10.611(3))) section 1603 of this act.

Sec. 6118.  RCW 25.10.611 and 2009 c 188 s 809 are each amended to read as follows:

(((1))) The secretary of state may dissolve a limited partnership administratively ((if the limited partnership does not:

(5) The administrative dissolution of a limited partnership does not terminate the authority of its agent for service of process)) under the circumstances and procedures specified in part I, Article 6 of this act.

Sec. 6119.  RCW 25.10.616 and 2009 c 188 s 810 are each amended to read as follows:

(((1))) A limited partnership that has been administratively dissolved may apply to the secretary of state for reinstatement ((within five years after the effective date of dissolution. The application must be delivered to the secretary of state for filing and state:

(3) When reinstatement becomes effective, it relates back to and takes effect as of the effective date of the administrative dissolution and the limited partnership may resume its activities as if the administrative dissolution had never occurred)) in accordance with section 1604 of this act.

Sec. 6120.  RCW 25.10.641 and 2009 c 188 s 901 are each amended to read as follows:

(((1) The laws of the state or other jurisdiction under which a foreign limited partnership is organized govern relations among the partners of the foreign limited partnership and between the partners and the foreign limited partnership and the liability of partners as partners for an obligation of the foreign limited partnership.

(3) A certificate of authority does not authorize a foreign limited partnership to engage in any business or exercise any power that a limited partnership may not engage in or exercise in this state)) A foreign limited partnership that registers to transact business in this state is subject to section 1501 of this act relating to the effect of registration and the governing law for registered foreign limited partnerships.

Sec. 6121.  RCW 25.10.646 and 2009 c 188 s 902 are each amended to read as follows:

(((1))) Before transacting business in this state, a foreign limited partnership shall ((apply for a certificate of authority to transact business in this state by delivering an application to)) register with the secretary of state ((for filing. The application must state:

(2) A foreign limited partnership shall deliver with the completed application a certificate of existence or a record of similar import signed by the secretary of state or other official having custody of the foreign limited partnership's publicly filed records in the state or other jurisdiction under whose law the foreign limited partnership is organized)) in accordance with part I, Article 5 of this act.

Sec. 6122.  RCW 25.10.651 and 2009 c 188 s 903 are each amended to read as follows:

(((1))) A nonexhaustive list of activities of a foreign limited partnership that do not constitute transacting business in this state ((within the meaning of this article include:

(3) This section does not apply in determining the contacts or activities that may subject a foreign limited partnership to service of process, taxation, or regulation under any other law of this state)) is provided in section 1505 of this act.

Sec. 6123.  RCW 25.10.661 and 2009 c 188 s 905 are each amended to read as follows:

(((1) A foreign limited partnership whose name does not comply with RCW 25.10.061 may not obtain a certificate of authority until it adopts, for the purpose of transacting business in this state, an alternate name that complies with RCW 25.10.061. A foreign limited partnership that adopts an alternate name under this subsection and then obtains a certificate of authority with the name need not comply with RCW 19.80.010. After obtaining a certificate of authority with an alternate name, a foreign limited partnership shall transact business in this state under the name unless the foreign limited partnership is authorized under RCW 19.80.010 to transact business in this state under another name.

(2) If a foreign limited partnership authorized to transact business in this state changes its name to one that does not comply with RCW 25.10.061, it may not thereafter transact business in this state until it complies with subsection (1) of this section and obtains an amended certificate of authority)) The name of a foreign limited partnership registered in this state must comply with the provisions of section 1506 of this act and part I, Article 3 of this act.

Sec. 6124.  RCW 25.10.666 and 2009 c 188 s 906 are each amended to read as follows:

(((1) A certificate of authority of a foreign limited partnership to transact business in this state may be revoked by)) The secretary of state may terminate the registration of a registered foreign limited partnership in ((the manner provided in subsections (2) and (3) of this section if the foreign limited partnership does not:

(3) The authority of the foreign limited partnership to transact business in this state ceases on the effective date of the notice of revocation unless before that date the foreign limited partnership cures each failure to comply with subsection (1) of this section stated in the notice. If the foreign limited partnership cures the failures, the secretary of state shall so indicate on the filed notice)) accordance with section 1511 of this act.

Sec. 6125.  RCW 25.10.671 and 2009 c 188 s 907 are each amended to read as follows:

(((1))) In order to ((cancel its certificate of authority to transact business in this state)) withdraw its registration, a foreign limited partnership must deliver to the secretary of state for filing a ((notice of cancellation. The certificate is canceled when the notice becomes effective under RCW 25.10.251.

(5) If a foreign limited partnership transacts business in this state without a certificate of authority or cancels its certificate of authority, it appoints the secretary of state as its agent for service of process for rights of action arising out of the transaction of business in this state)) statement of withdrawal in accordance with section 1507 of this act.

Sec. 6126.  RCW 25.10.766 and 2009 c 188 s 1104 are each amended to read as follows:

(1) After a plan of conversion is approved:

(a) A converting limited partnership shall deliver to the secretary of state for filing articles of conversion, which must include:

(i) A statement that the limited partnership has been converted into another organization;

(ii) The name and form of the organization and the jurisdiction of its governing statute;

(iii) The date the conversion is effective under the governing statute of the converted organization;

(iv) A statement that the conversion was approved as required by this chapter;

(v) A statement that the conversion was approved as required by the governing statute of the converted organization; and

(vi) If the converted organization is a foreign organization not ((authorized)) registered to transact business in this state, the street and mailing address of ((an office that the secretary of state may use for the purposes of RCW 25.10.771(3))) the organization's principal office that may be used for service of process under section 1411 of this act; and

(b) If the converting organization is not a converting limited partnership, the converting organization shall deliver to the secretary of state for filing a certificate of limited partnership, which must include, in addition to the information required by RCW 25.10.201:

(i) A statement that the limited partnership was converted from another organization;

(ii) The name and form of the organization and the jurisdiction of its governing statute; and

(iii) A statement that the conversion was approved in a manner that complied with the organization's governing statute.

(2) A conversion becomes effective:

(a) If the converted organization is a limited partnership, when the certificate of limited partnership takes effect; and

(b) If the converted organization is not a limited partnership, as provided by the governing statute of the converted organization.

Sec. 6127.  RCW 25.10.771 and 2009 c 188 s 1105 are each amended to read as follows:

(1) An organization that has been converted pursuant to this article is for all purposes the same entity that existed before the conversion.

(2) When a conversion takes effect:

(a) All property owned by the converting organization remains vested in the converted organization;

(b) All debts, liabilities, and other obligations of the converting organization continue as obligations of the converted organization;

(c) An action or proceeding pending by or against the converting organization may be continued as if the conversion had not occurred;

(d) Except as prohibited by other law, all of the rights, privileges, immunities, powers, and purposes of the converting organization remain vested in the converted organization;

(e) Except as otherwise provided in the plan of conversion, the terms and conditions of the plan of conversion take effect; and

(f) Except as otherwise agreed, the conversion does not dissolve a converting limited partnership for the purposes of article 8 of this chapter.

(3) A converted organization that is a foreign organization consents to the jurisdiction of the courts of this state to enforce any obligation owed by the converting limited partnership, if before the conversion the converting limited partnership was subject to suit in this state on the obligation. A converted organization that is a foreign organization and not ((authorized)) registered to transact business in this state ((appoints the secretary of state as its agent for service of)) may be served with process pursuant to section 1411 of this act for purposes of enforcing an obligation under this subsection. ((Service on the secretary of state under this subsection is made in the same manner and with the same consequences as in RCW 25.10.151 (3) and (4).))

Sec. 6128.  RCW 25.10.786 and 2009 c 188 s 1108 are each amended to read as follows:

(1) After each constituent organization has approved a merger, articles of merger must be signed on behalf of:

(a) Each constituent limited partnership, by each general partner listed in the certificate of limited partnership; and

(b) Each other constituent organization, by an authorized representative.

(2) The articles of merger must include:

(a) The name and form of each constituent organization and the jurisdiction of its governing statute;

(b) The name and form of the surviving organization and the jurisdiction of its governing statute;

(c) The date the merger is effective under the governing statute of the surviving organization;

(d) Any amendments provided for in the plan of merger for the organizational document that created the surviving organization;

(e) A statement as to each constituent organization that the merger was approved as required by the organization's governing statute;

(f) If the surviving organization is a foreign organization not ((authorized)) registered to transact business in this state, the street and mailing address of ((an office that the secretary of state may use for the purposes of RCW 25.10.791(2))) the organization's principal office that may be used for service of process under section 1411 of this act; and

(g) Any additional information required by the governing statute of any constituent organization.

(3) Each constituent limited partnership shall deliver the articles of merger for filing in the office of the secretary of state.

(4) A merger becomes effective under this article:

(a) If the surviving organization is a limited partnership, upon the later of:

(i) Compliance with subsection (3) of this section; or

(ii) Subject to RCW 25.10.251(((3))) (2), as specified in the articles of merger; or

(b) If the surviving organization is not a limited partnership, as provided by the governing statute of the surviving organization.

Sec. 6129.  RCW 25.10.791 and 2009 c 188 s 1109 are each amended to read as follows:

(1) When a merger becomes effective:

(a) The surviving organization continues;

(b) Each constituent organization that merges into the surviving organization ceases to exist as a separate entity;

(c) All property owned by each constituent organization that ceases to exist vests in the surviving organization;

(d) All debts, liabilities, and other obligations of each constituent organization that ceases to exist continue as obligations of the surviving organization;

(e) An action or proceeding pending by or against any constituent organization that ceases to exist may be continued as if the merger had not occurred;

(f) Except as prohibited by other law, all of the rights, privileges, immunities, powers, and purposes of each constituent organization that ceases to exist vest in the surviving organization;

(g) Except as otherwise provided in the plan of merger, the terms and conditions of the plan of merger take effect;

(h) Except as otherwise agreed, if a constituent limited partnership ceases to exist, the merger does not dissolve the limited partnership for the purposes of article 8 of this chapter; and

(i) Any amendments provided for in the articles of merger for the organizational document that created the surviving organization become effective.

(2) A surviving organization that is a foreign organization consents to the jurisdiction of the courts of this state to enforce any obligation owed by a constituent organization, if before the merger the constituent organization was subject to suit in this state on the obligation. A surviving organization that is a foreign organization and not ((authorized)) registered to transact business in this state ((appoints the secretary of state as its agent for service of)) may be served with process pursuant to section 1411 of this act for the purposes of enforcing an obligation under this subsection. ((Service on the secretary of state under this subsection is made in the same manner and with the same consequences as in RCW 25.10.151 (3) and (4).))

Sec. 6130.  RCW 25.10.916 and 2009 c 188 s 1307 are each amended to read as follows:

(((1))) Limited partnerships are subject to the applicable fees, charges, and penalties adopted by the secretary of state ((shall adopt rules establishing fees that shall be charged and collected for:

(c) All fees collected by the secretary of state shall be deposited with the state treasurer pursuant to law)) under section 1213 of this act and RCW 43.07.120.

(1) RCW 25.10.040 (Registered office and agent) and 2009 c 202 s 4, 1987 c 55 s 3, & 1981 c 51 s 4;

(2) RCW 25.10.171 (Standards for electronic filing rules) and 2009 c 188 s 119;

(3) RCW 25.10.656 (Filing of certificate of authority) and 2009 c 188 s 904; and

(4) RCW 25.10.676 (Action by attorney general) and 2009 c 188 s 908.

PART VII

LIMITED LIABILITY COMPANIES ACT REVISIONS

Sec. 7101.  RCW 25.15.--- and 2015 c ..... (Substitute Senate Bill No. 5030) s 3 are each amended to read as follows:

(((1))) The name of each limited liability company as set forth in its certificate of formation((:

(5) Violation of subsection (1)(c) of this section by a limited liability company whose certificate of formation or amendment thereto has been accepted for filing by the secretary of state shall not, in itself, invalidate the formation or existence of a limited liability company or render this chapter inapplicable to a limited liability company)) must comply with part I, Article 3 of this act.

Sec. 7102.  RCW 25.15.--- and 2015 c ..... (Substitute Senate Bill No. 5030) s 4 are each amended to read as follows:

(1) Reserved Name—Domestic Limited Liability Company.

(((a))) A person may reserve the exclusive use of a limited liability company name by delivering an application to the secretary of state for filing in accordance with section 1303 of this act. ((The application must set forth the name and address of the applicant and the name proposed to be reserved. If the secretary of state finds that the limited liability company name applied for is available, the secretary of state shall reserve the name for the applicant's exclusive use for a nonrenewable one hundred eighty-day period.

(2) Reserved Name—Foreign Limited Liability Company.

(((a))) A foreign limited liability company may reserve its name ((if the name is distinguishable upon the records of the secretary of state from the names specified in RCW 25.15.--- (section 3, chapter ..... (Substitute Senate Bill No. 5030), Laws of 2015).

(b) A foreign limited liability company reserves its name)) by delivering to the secretary of state for filing an application ((that:

(e) A foreign limited liability company whose name reservation is effective may thereafter register as a foreign limited liability company under the reserved name, or consent in writing to the use of that name by a domestic limited liability company, domestic corporation, domestic limited partnership, or domestic limited liability partnership thereafter formed, or by another foreign limited liability company, foreign corporation, foreign limited partnership, or foreign limited liability partnership thereafter authorized to transact business in this state. The name reservation terminates when the domestic limited liability company is formed, the domestic corporation is incorporated, the domestic limited liability partnership is formed, or the domestic limited partnership is formed, or the foreign limited liability company registers or consents to the registration of another foreign limited liability company, corporation, limited partnership, or limited liability partnership under the reserved name)) in accordance with section 1304 of this act.

Sec. 7103.  RCW 25.15.--- and 2015 c ..... (Substitute Senate Bill No. 5030) s 6 are each amended to read as follows:

(1) Each limited liability company shall continuously maintain in this state((:

(c) A registered agent who shall not be appointed without having given prior consent in a record to the appointment. The consent shall be filed with the secretary of state in such form and at such time as the secretary may prescribe)) a registered agent in accordance with part I, Article 4 of this act.

(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:

(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)) in accordance with section 1407 of this act.

(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 of the change either (a) in a written record, or (b) if the limited liability company has designated an address, location, or system to which the notices may be electronically transmitted and the registered agent electronically transmits the notice to the limited liability company at the designated address, location, or system in an electronically transmitted record 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)) may change its information on file with the secretary of state in accordance with section 1408 or 1409 of this act.

(4) A registered agent may resign as agent by executing and delivering to the secretary of state for filing a statement of resignation((. The statement may include 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 if so provided, on the thirty-first day after the date on which the statement was filed)) in accordance with section 1410 of this act.

Sec. 7104.  RCW 25.15.--- and 2015 c ..... (Substitute Senate Bill No. 5030) s 7 are each amended to read as follows:

(((1) A limited liability company's registered agent is its agent for)) Service of process, notice, or demand required or permitted by law to be served on the limited liability company may be made in accordance with section 1411 of this act.

Sec. 7105.  RCW 25.15.--- and 2015 c ..... (Substitute Senate Bill No. 5030) s 13 are each amended to read as follows:

(1) A person or group of persons duly licensed or otherwise legally authorized to render the same professional services within this state may form and become a member or members of a professional limited liability company under the provisions of this chapter for the purposes of rendering professional service.

(2) A professional limited liability company is subject to all the provisions of chapter 18.100 RCW that apply to a professional corporation. A professional limited liability company's managers, members, agents, and employees are subject to all the provisions of chapter 18.100 RCW that apply to the directors, officers, shareholders, agents, or employees of a professional corporation, except as provided otherwise in this section and RCW 25.15.--- (section 14, chapter ..... (Substitute Senate Bill No. 5030), Laws of 2015).

(3) If the limited liability company's members are required to be licensed to practice such profession, and the limited liability company fails to maintain for itself and for its members practicing in this state a policy of professional liability insurance, bond, or other evidence of financial responsibility of a kind designated by rule by the state insurance commissioner and in the amount of at least one million dollars or a greater amount as the state insurance commissioner may establish by rule for a licensed profession or for any specialty within a profession, taking into account the nature and size of the business, then the limited liability company's members are personally liable to the extent that, had the insurance, bond, or other evidence of responsibility been maintained, it would have covered the liability in question.

(4) For purposes of applying chapter 18.100 RCW to a professional limited liability company, the terms "director" or "officer" means manager, "shareholder" means member, "corporation" means professional limited liability company, "articles of incorporation" means certificate of formation, "shares" or "capital stock" means a limited liability company interest, "incorporator" means the person who executes the certificate of formation, and "bylaws" means the limited liability company agreement.

(5) The name of a professional limited liability company must ((contain either the words "Professional Limited Liability Company," or the words "Professional Limited Liability" and the abbreviation "Co.," or the abbreviation "P.L.L.C." or "PLLC" provided that the name of a professional limited liability company formed to render dental services must contain the full names or surnames of all members and no other word than "chartered" or the words "professional services" or the abbreviation "P.L.L.C." or "PLLC.")) comply with section 1302 of this act.

(6) Subject to Article VII of this chapter, the following may be a member of a professional limited liability company and may be the transferee of the interest of an ineligible person or deceased member of the professional limited liability company:

(a) A professional corporation, if its shareholders, directors, and its officers, other than the secretary and the treasurer, are licensed or otherwise legally authorized to render the same specific professional services as the professional limited liability company; and

(b) Another professional limited liability company, if the managers and members of both professional limited liability companies are licensed or otherwise legally authorized to render the same specific professional services.

(7) Formation of a limited liability company under this section does not restrict the application of the uniform disciplinary act under chapter 18.130 RCW, or any applicable health care professional statutes under Title 18 RCW, including but not limited to restrictions on persons practicing a health profession without being appropriately credentialed and persons practicing beyond the scope of their credential.

Sec. 7106.  RCW 25.15.--- and 2015 c ..... (Substitute Senate Bill No. 5030) s 18 are each amended to read as follows:

(1) In order to form a limited liability company, one or more persons must execute a certificate of formation. The certificate of formation must be ((filed in)) delivered to the office of the secretary of state for filing in accordance with part I, Article 2 of this act and set forth:

(a) The name of the limited liability company;

(b) The ((address of the registered office and the)) name and address of the registered agent for service of process required to be maintained by RCW 25.15.--- (section 6, chapter ..... (Substitute Senate Bill No. 5030), Laws of 2015 and part I, Article 4 of this act;

(c) The address of the principal office of the limited liability company;

(d) If the limited liability company is to have a specific date of dissolution, the latest date on which the limited liability company is to dissolve;

(e) Any other matters the members decide to include; and

(f) The name and address of each person executing the certificate of formation.

(2)(a) Unless a delayed effective date is specified in accordance with section 1203 of this act, a limited liability company is formed when its certificate of formation is filed by the secretary of state. ((A delayed effective date for a certificate of formation may be no later than the ninetieth day after the date it is filed.))

(b) The secretary of state's filing of the certificate of formation is conclusive proof that the persons executing the certificate satisfied all conditions precedent to the formation.

(3) A limited liability company formed under this chapter is a separate legal entity and has a perpetual existence.

(4) Any person may apply to the secretary of state under section 1208 of this act to furnish a certificate of existence for a domestic limited liability company or a certificate of ((authorization)) registration for a foreign limited liability company.

Sec. 7107.  RCW 25.15.--- and 2015 c ..... (Substitute Senate Bill No. 5030) s 19 are each amended to read as follows:

(1) A certificate of formation is amended by ((filing)) delivering a certificate of amendment ((thereto with)) to the secretary of state for filing. The certificate of amendment shall set forth:

(a) The name of the limited liability company; and

(b) The amendment to the certificate of formation.

(2) A manager or, if there is no manager, then any member who becomes aware that any statement in a certificate of formation was false when made, or that any matter described has changed making the certificate of formation false in any material respect, must promptly amend the certificate of formation.

(3) A certificate of formation may be amended at any time for any other proper purpose.

(4) Unless ((otherwise provided in this chapter or unless a later)) a delayed effective date((, which is a date not later than the ninetieth day after the date it is filed,)) is provided for in the certificate of amendment in accordance with section 1203 of this act, a certificate of amendment is effective when filed by the secretary of state as provided in section 1203 of this act.

Sec. 7108.  RCW 25.15.--- and 2015 c ..... (Substitute Senate Bill No. 5030) s 20 are each amended to read as follows:

(1) A limited liability company may, whenever desired, integrate into a single instrument all of the provisions of its certificate of formation which are then in effect and operative as a result of there having been filed with the secretary of state one or more certificates or other instruments pursuant to any of the sections referred to in this chapter and it may at the same time also further amend its certificate of formation by ((filing)) delivering a restated certificate of formation to the secretary of state for filing in accordance with part I, Article 2 of this act.

(2) A restated certificate of formation must state, either in its heading or in an introductory paragraph, the limited liability company's name and, if it is not to be effective upon filing, the future effective date or time, which ((is a date not later than the ninetieth day after the date it is filed)) must comply with section 1203 of this act. If a restated certificate only restates and integrates and does not further amend a limited liability company's certificate of formation as amended or supplemented, it must state that fact as well.

(3) Upon the filing of a restated certificate of formation ((with)) by the secretary of state, or upon the future effective date or time of a restated certificate of formation as provided for, the initial certificate of formation, as amended or supplemented, is superseded; and the restated certificate of formation, including any further amendment or changes made thereby, is thereafter the certificate of formation of the limited liability company, but the original effective date of formation remains unchanged.

(4) Any amendment or change effected in connection with the restatement of the certificate of formation is subject to any other provision of this chapter, not inconsistent with this section, which would apply if a separate certificate of amendment were filed to effect such amendment or change.

Sec. 7109.  RCW 25.15.--- and 2015 c ..... (Substitute Senate Bill No. 5030) s 21 are each amended to read as follows:

(((1))) Each record required or permitted by this chapter to be filed in the office of the secretary of state must comply with the requirements of part I, Article 2 of this act and must be executed in the following manner((, or in compliance with the rules established to facilitate electronic filing under RCW 25.15.--- (section 2, chapter ..... (Substitute Senate Bill No. 5030), Laws of 2015))):

(((a))) (1) Each original certificate of formation must be executed by the person or persons forming the limited liability company;

(((b))) (2) A reservation of name may be executed by any person;

(((c))) (3) A transfer of reservation of name must be executed by, or on behalf of, the applicant for the reserved name;

(((d))) (4) A registration of name must be executed by any member or manager of the foreign limited liability company;

(((e))) (5) A certificate of amendment or restatement must be executed by at least one manager, or by a member if management of the limited liability company is reserved to the members;

(((f))) (6) A certificate of dissolution must be executed by the person or persons authorized to wind up the limited liability company's affairs pursuant to RCW 25.15.---(3) (section 58, chapter ..... (Substitute Senate Bill No. 5030), Laws of 2015);

(((g))) (7) If a surviving domestic limited liability company is filing articles of merger, the articles of merger must be executed 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, corporation, or other person, the articles of merger must be executed by a person authorized by such foreign limited liability company, limited partnership, corporation, or other person;

(((h))) (8) A foreign limited liability company's application for registration as a foreign limited liability company doing business within the state must be executed by any member or manager of the foreign limited liability company; and

(((i))) (9) If a converting limited liability company is filing articles of conversion, the articles of conversion must be executed by at least one manager, or by a member if management of the limited liability company is reserved to the members.

Sec. 7110.  RCW 25.15.--- and 2015 c ..... (Substitute Senate Bill No. 5030) s 22 are each amended to read as follows:

(1) If a person required to execute a certificate required by this chapter fails or refuses to do so, any other person who is adversely affected by the failure or refusal may petition the superior courts to direct the execution of the certificate under section 1210 of this act. ((If the court finds that the execution of the certificate is proper and that any person so designated has failed or refused to execute the certificate, it must order the secretary of state to record an appropriate certificate.))

(2) If a person required to execute a limited liability company agreement or amendment thereof fails or refuses to do so, any other person who is adversely affected by the failure or refusal may petition the superior courts to direct the execution of the limited liability company agreement or amendment thereof. If the court finds that the limited liability company agreement or amendment thereof should be executed and that any person required to execute the limited liability company agreement or amendment thereof has failed or refused to do so, it shall enter an order granting appropriate relief.

Sec. 7111.  RCW 25.15.--- and 2015 c ..... (Substitute Senate Bill No. 5030) s 23 are each amended to read as follows:

(4) Upon the filing of a certificate of amendment, 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, judicial decree thereof, or restated certificate, as provided for therein, the certificate of formation is amended or restated as set forth therein.)) Section 1206 of this act governs the secretary of state's duty to file records delivered to the secretary of state for filing, the manner and effect of filing, and procedures that apply when the secretary of state refuses to file a record.

Sec. 7112.  RCW 25.15.--- and 2015 c ..... (Substitute Senate Bill No. 5030) s 24 are each amended to read as follows:

(((1))) Each domestic limited liability company ((must deliver to the secretary of state for filing both initial and annual reports)), and each foreign limited liability company authorized to transact business in this state, must deliver to the secretary of state for filing initial and annual reports((, that set forth:

(5) Each domestic limited liability company and foreign limited liability company authorized to transact business in this state must pay its annual license fee and any applicable penalty fees to the secretary of state at the time such limited liability company is required to file its initial or annual report with the secretary of state)) in accordance with section 1212 of this act.

Sec. 7113.  RCW 25.15.--- and 2015 c ..... (Substitute Senate Bill No. 5030) s 51 are each amended to read as follows:

A limited liability company is dissolved and its affairs must be wound up upon the first to occur of the following:

(1) The dissolution date, if any, specified in the certificate of formation. If a dissolution date is specified in the certificate of formation, the certificate of formation may be amended and the date of dissolution of the limited liability company may be extended by vote of all the members;

(2) The happening of events specified in a limited liability company agreement;

(3) The written consent of all members;

(4) Ninety days following an event of dissociation of the last remaining member, unless those having the rights of transferees in the limited liability company under RCW 25.15.---(1) (section 28, chapter ..... (Substitute Senate Bill No. 5030), Laws of 2015) 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.---(1) (section 26, chapter ..... (Substitute Senate Bill No. 5030), Laws of 2015);

(5) The entry of a decree of judicial dissolution under RCW 25.15.--- (section 53, chapter ..... (Substitute Senate Bill No. 5030), Laws of 2015); or

(6) The administrative dissolution of the limited liability company by the secretary of state under ((RCW 25.15.---(2) (section 55, chapter ..... (Substitute Senate Bill No. 5030), Laws of 2015))) section 1603 of this act, unless the limited liability company is reinstated by the secretary of state under ((RCW 25.15.--- (section 56, chapter ..... (Substitute Senate Bill No. 5030), Laws of 2015))) section 1604 of this act.

Sec. 7114.  RCW 25.15.--- and 2015 c ..... (Substitute Senate Bill No. 5030) s 54 are each amended to read as follows:

The secretary of state may commence a proceeding ((under RCW 25.15.--- (section 55, chapter ..... (Substitute Senate Bill No. 5030), Laws of 2015))) to administratively dissolve a limited liability company ((if:

(3) The limited liability company is without a registered agent or registered office in this state for sixty days or more)) under the circumstances and procedures provided in part I, Article 6 of this act.

Sec. 7115.  RCW 25.15.--- and 2015 c ..... (Substitute Senate Bill No. 5030) s 56 are each amended to read as follows:

(((1))) A limited liability company that has been administratively dissolved under ((RCW 25.15.--- (section 55, chapter ..... (Substitute Senate Bill No. 5030), Laws of 2015))) section 1603 of this act may apply to the secretary of state for reinstatement ((within five years after the effective date of dissolution. The application must be delivered to the secretary of state for filing and state:

(4) When reinstatement and revocation of any certificate of dissolution become effective, they relate back to and take effect as of the effective date of the administrative dissolution and the limited liability company may resume carrying on its activities as if the administrative dissolution had never occurred)) in accordance with section 1604 of this act.

Sec. 7116.  RCW 25.15.--- and 2015 c ..... (Substitute Senate Bill No. 5030) s 57 are each amended to read as follows:

(1) A limited liability company dissolved under RCW 25.15.--- (2) or (3) (section 51, chapter ..... (Substitute Senate Bill No. 5030), Laws of 2015) may revoke its dissolution in accordance with this section at any time, except that a limited liability company that has filed a certificate of dissolution may not revoke its dissolution under this section more than one hundred twenty days after the filing of its certificate of dissolution.

(2)(a) Except as provided in (b) of this subsection, revocation of dissolution must be approved in the same manner as the dissolution was approved unless that approval permitted revocation in some other manner, in which event the dissolution may be revoked in the manner permitted.

(b) If dissolution occurred upon the happening of events specified in the limited liability company agreement, revocation of dissolution must be approved in the manner necessary to amend the provisions of the limited liability company agreement specifying the events of dissolution.

(3) A limited liability company that has filed a certificate of dissolution may, at any time after revocation of its dissolution has been approved but not more than one hundred twenty days after the filing of its certificate of dissolution, revoke the dissolution by delivering to the secretary of state for filing a certificate of revocation of dissolution that sets forth:

(a) The name of the limited liability company and a statement that the name satisfies the requirements of ((RCW 25.15.--- (section 3, chapter ..... (Substitute Senate Bill No. 5030), Laws of 2015))) part I, Article 3 of this act; if the name is not available, the limited liability company must ((file)) deliver to the secretary of state for filing a certificate of amendment changing its name with the certificate of revocation of dissolution;

(b) The effective date of the dissolution that was revoked;

(c) The date that the revocation of dissolution was approved; and

(d) A statement that the revocation was approved in the manner required by subsection (2) of this section.

(4) If a limited liability company has not filed a certificate of dissolution, revocation of dissolution becomes effective upon approval of the revocation as provided in subsection (2) of this section. If a limited liability company has filed a certificate of dissolution, revocation of dissolution becomes effective upon the filing of a certificate of revocation of dissolution. The filing of a certificate of revocation of dissolution automatically revokes any certificate of dissolution previously filed with respect to the limited liability company.

(5) Revocation of dissolution relates back to and takes effect as of the effective date of the dissolution and the limited liability company may resume carrying on its activities as if the dissolution had never occurred.

Sec. 7117.  RCW 25.15.--- and 2015 c ..... (Substitute Senate Bill No. 5030) s 62 are each amended to read as follows:

(2) A foreign limited liability company and its members and managers doing business in this state submit to personal jurisdiction of the courts of this state.)) A foreign limited liability company registered to do business in this state is subject to section 1501 of this act relating to the effect of registration and the governing law for registered foreign limited liability companies.

Sec. 7118.  RCW 25.15.--- and 2015 c ..... (Substitute Senate Bill No. 5030) s 63 are each amended to read as follows:

Before doing business in this state, a foreign limited liability company must register with the secretary of state in accordance with part I, Article 5 of this act. ((In order to register, a foreign limited liability company must submit to the secretary of state an application for registration as a foreign limited liability company executed by any member or manager of the foreign limited liability company, setting forth:

Sec. 7119.  RCW 25.15.--- and 2015 c ..... (Substitute Senate Bill No. 5030) s 65 are each amended to read as follows:

(1) A foreign limited liability company may register with the secretary of state under any name 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 25.10.061, 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 must 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)) complies with section 1506 of this act and part I, Article 3 of this act.

(2) Each foreign limited liability company must continuously maintain in this state((:

(c) A registered agent who must 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 must be filed 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 must be removed from the records of the secretary of state)) a registered agent in accordance with part I, Article 4 of this act.

(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:

(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)) in accordance with section 1407 of this act.

(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 executing, 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)) of a foreign limited liability company may change its information on file with the secretary of state in accordance with section 1408 or 1409 of this act.

(5) A registered agent of any foreign limited liability company may resign as agent by executing 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 must mail a copy of the statement to the foreign limited liability company at its principal office 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)) of resignation in accordance with section 1410 of this act.

Sec. 7120.  RCW 25.15.--- and 2015 c ..... (Substitute Senate Bill No. 5030) s 66 are each amended to read as follows:

((If any statement in the application for registration of a foreign limited liability company was false when made or any arrangements or other facts described have changed, making the application false in any respect, the foreign limited liability company must promptly file in the office of the secretary of state a certificate, executed by any member or manager, correcting such statement.)) A registered foreign limited liability company must amend its foreign registration statement under the circumstances provided in section 1504 of this act.

Sec. 7121.  RCW 25.15.--- and 2015 c ..... (Substitute Senate Bill No. 5030) s 67 are each amended to read as follows:

(((1))) A foreign limited liability company may ((cancel)) withdraw its registration by ((filing with)) delivering to the secretary of state for filing a ((certificate of cancellation, executed by any member or manager. A cancellation does not terminate the authority of the secretary of state to accept service of process on the foreign limited liability company with respect to causes of action arising out of the doing of business in this state.

(f) Any other information the person filing the certificate of cancellation desires.)) statement of withdrawal in accordance with section 1507 of this act.

Sec. 7122.  RCW 25.15.--- and 2015 c ..... (Substitute Senate Bill No. 5030) s 68 are each amended to read as follows:

(((1))) A foreign limited liability company doing business in this state ((may not maintain any action, suit, or proceeding in this state until it has registered in this state and has paid to this state all fees and penalties for the years or parts thereof, during which it did business in this state without having registered.

(3) A member or a manager of a foreign limited liability company is not liable for the obligations of the foreign limited liability company solely by reason of the limited liability company's having done business in this state without registration)) without registering with the secretary of state is subject to section 1502 of this act.

Sec. 7123.  RCW 25.15.--- and 2015 c ..... (Substitute Senate Bill No. 5030) s 69 are each amended to read as follows:

((The superior courts have jurisdiction to enjoin any foreign limited liability company, or any agent thereof, from doing any business in this state if such foreign limited liability company has failed to register under this article or if such foreign limited liability company has secured a certificate of registration from the secretary of state under RCW 25.15.--- (section 64, chapter ..... (Substitute Senate Bill No. 5030), Laws of 2015) on the basis of false or misleading representations. The secretary of state must, upon the secretary's own motion or upon the relation of proper parties, proceed for this purpose by complaint in any county in which such foreign limited liability company is doing or has done business.)) A foreign limited liability company may be enjoined from doing business in this state under section 1512 of this act.

Sec. 7124.  RCW 25.15.--- and 2015 c ..... (Substitute Senate Bill No. 5030) s 70 are each amended to read as follows:

(((1) The following activities, among others,)) A nonexhaustive list of activities that do not constitute transacting business ((within the meaning of this article:

(2) The list of activities in subsection (1) of this section is not exhaustive)) in this state is provided in section 1505 of this act.

Sec. 7125.  RCW 25.15.--- and 2015 c ..... (Substitute Senate Bill No. 5030) s 71 are each amended to read as follows:

(((1) A foreign limited liability company's registered agent is its agent for)) Service of process, notice, or demand required or permitted by law to be served on the foreign limited liability company may be made in accordance with section 1411 of this act.

Sec. 7126.  RCW 25.15.--- and 2015 c ..... (Substitute Senate Bill No. 5030) s 72 are each amended to read as follows:

(((1))) Any foreign limited liability company which does business in this state without having registered under ((RCW 25.15.--- (section 63, chapter ..... (Substitute Senate Bill No. 5030), Laws of 2015))) part I, Article 5 of this act has thereby ((appointed and constituted the secretary of state its agent for the acceptance)) consented to service of legal process in accordance with section 1411 of this act in any civil action, suit, or proceeding against it in any state or federal court in this state arising or growing out of any business done by it within this state. The doing of business in this state by such foreign limited liability company is a signification of the agreement of such foreign limited liability company that any such process when so served is of the same legal force and validity as if served upon a registered agent personally within this state.

Sec. 7127.  RCW 25.15.--- and 2015 c ..... (Substitute Senate Bill No. 5030) s 73 are each amended to read as follows:

The secretary of state may ((commence a proceeding under RCW 25.15.--- (section 74, chapter ..... (Substitute Senate Bill No. 5030), Laws of 2015) to revoke)) terminate the registration of a foreign limited liability company ((authorized to transact business)) registered in this state ((if:

(4) The secretary of state receives a duly authenticated certificate from the secretary of state or other official having custody of limited liability company records in the jurisdiction under which the foreign limited liability company was organized stating that the foreign limited liability company has been dissolved or its certificate or articles of formation canceled)) under the circumstances and procedures specified in section 1511 of this act.

Sec. 7128.  RCW 25.15.--- and 2015 c ..... (Substitute Senate Bill No. 5030) s 82 are each amended to read as follows:

(1) After each constituent organization has approved a merger, articles of merger must be executed on behalf of each constituent organization by an authorized representative.

(2) The articles of merger must include:

(a) The name and form of each constituent organization and the jurisdiction of its governing statute;

(b) The name and form of the surviving organization and the jurisdiction of its governing statute;

(c) The date the merger is effective under the governing statute of the surviving organization;

(d) Any amendments provided for in the plan of merger for the organizational document that created the surviving organization;

(e) A statement as to each constituent organization that the merger was approved as required by the organization's governing statute;

(f) If the surviving organization is a foreign organization not ((authorized)) registered to transact business in this state, the street and mailing address of ((an office that the secretary of state may use)) the surviving organization's principal office for the purposes of ((RCW 25.15.---(3) (section 83, chapter ..... (Substitute Senate Bill No. 5030), Laws of 2015))) service of process under section 1411 of this act; and

(g) Any additional information required by the governing statute of any constituent organization.

(3) The surviving organization must deliver the articles of merger for filing in the office of the secretary of state.

(4) The effective time of a merger is:

(a) If the surviving organization is a limited liability company, upon the later of:

(i) Filing of the articles of merger in the office of the secretary of state; or

(ii) Subject to subsection (5) of this section, as specified in the articles of merger; or

(b) If the surviving organization is not a limited liability company, as provided by the governing statute of the surviving organization.

(5) If the articles of merger do not specify a delayed effective date, the articles of merger become effective upon filing as provided in section 1203 of this act. ((If)) The articles of merger may specify a delayed effective time and date((, the articles of merger become effective at the time and date specified. If the articles of merger specify a delayed effective date but no time is specified, the articles of merger are effective at the close of business on that date. A delayed effective date for articles of merger may not be later than the ninetieth day after the date they are filed)) in accordance with section 1203 of this act.

Sec. 7129.  RCW 25.15.--- and 2015 c ..... (Substitute Senate Bill No. 5030) s 83 are each amended to read as follows:

(1) When a merger becomes effective:

(a) The surviving organization continues;

(b) Each constituent organization that merges into the surviving organization ceases to exist as a separate entity;

(c) The title to all real estate and other property owned by each constituent organization is vested in the surviving organization without reversion or impairment;

(d) The surviving organization has all liabilities of each constituent organization;

(e) A proceeding pending by or against any constituent organization may be continued as if the merger did not occur or the surviving organization may be substituted in the proceeding for the constituent organization whose existence ceased;

(f) Except as prohibited by other law, all of the rights, privileges, immunities, powers, and purposes of each constituent organization that ceases to exist vest in the surviving organization;

(g) Except as otherwise provided in the plan of merger, the terms and conditions of the plan of merger take effect;

(h) The organizational documents of the surviving organization are amended to the extent provided in the articles of merger; and

(i) The former holders of interests of every constituent limited liability company are entitled only to the rights provided in the plan of merger and to their rights under article XII of this chapter.

(2) A merger of a limited liability company, including a limited liability company which is not the surviving organization in the merger, does not require the limited liability company to wind up its affairs under RCW 25.15.--- (section 58, chapter ..... (Substitute Senate Bill No. 5030), Laws of 2015) or pay its liabilities and distribute its assets under RCW 25.15.--- (section 60, chapter ..... (Substitute Senate Bill No. 5030), Laws of 2015).

(3) A surviving organization that is a foreign organization consents to the jurisdiction of the courts of this state to enforce any obligation owed by a constituent organization, if before the merger the constituent organization was subject to suit in this state on the obligation. A surviving organization that is a foreign organization and not ((authorized)) registered to transact business in this state ((appoints the secretary of state as its agent for service of)) may be served with process pursuant to section 1411 of this act for the purposes of enforcing an obligation under this subsection. ((Service on the secretary of state under this subsection is made in the same manner and with the same consequences as in RCW 25.15.---(3) (section 7, chapter ..... (Substitute Senate Bill No. 5030), Laws of 2015).))

Sec. 7130.  RCW 25.15.--- and 2015 c ..... (Substitute Senate Bill No. 5030) s 86 are each amended to read as follows:

(1) After a plan of conversion is approved, the converting organization must make one of the following filings to complete the conversion:

(a) A converting limited liability company must deliver to the secretary of state for filing articles of conversion, which must include:

(i) A statement that the limited liability company has been converted into another organization;

(ii) The name and form of the converted organization and the jurisdiction of its governing statute;

(iii) The date the conversion is effective under the governing statute of the converted organization;

(iv) A statement that the conversion was approved as required by this chapter;

(v) A statement that the conversion was approved as required by the governing statute of the converted organization; and

(vi) If the converted organization is a foreign organization not ((authorized)) registered to transact business in this state, the street and mailing address of ((an office that the secretary of state may use)) the converted organization's principal office for the purposes of ((RCW 25.15.---(3) (section 87, chapter ..... (Substitute Senate Bill No. 5030), Laws of 2015))) service of process under section 1411 of this act; or

(b) A converting organization that is not a limited liability company must deliver to the secretary of state for filing a certificate of formation, together with articles of conversion, which must include:

(i) A statement that the limited liability company was converted from another organization;

(ii) The name and form of the converting organization and the jurisdiction of its governing statute; and

(iii) A statement that the conversion was approved in a manner that complied with the converting organization's governing statute.

(2) The effective time of a conversion is either:

(a) If the converted organization is a limited liability company, when the certificate of formation takes effect; or

(b) If the converted organization is not a limited liability company, as provided by the governing statute of the converted organization.

(3) If the certificate of formation filed pursuant to this section does not specify a delayed effective date, it becomes effective upon filing as provided in section 1203 of this act. ((If)) The certificate of formation ((specifies)) may specify a delayed effective time and date((, the certificate of formation becomes effective at the time and date specified. If the certificate of formation specifies a delayed effective date but no time is specified, the certificate of formation is effective at the close of business on that date. A delayed effective date for a certificate of formation may not be later than the ninetieth day after the date it is filed)) in accordance with section 1203 of this act.

Sec. 7131.  RCW 25.15.--- and 2015 c ..... (Substitute Senate Bill No. 5030) s 87 are each amended to read as follows:

(1) An organization that has been converted pursuant to this article is for all purposes the same entity that existed before the conversion.

(2) When a conversion takes effect:

(a) The title to all real estate and other property owned by the converting organization remains vested in the converted organization without reversion or impairment;

(b) All debts, liabilities, and other obligations of the converting organization continue as obligations of the converted organization;

(c) An action or proceeding pending by or against the converting organization may be continued as if the conversion had not occurred;

(d) Except as prohibited by other law, all of the rights, privileges, immunities, powers, and purposes of the converting organization remain vested in the converted organization;

(e) Except as otherwise provided in the plan of conversion, the terms and conditions of the plan of conversion take effect; and

(f) Except as otherwise agreed, the conversion does not dissolve a converting limited liability company for the purposes of article VIII of this chapter.

(3) A converted organization that is a foreign organization consents to the jurisdiction of the courts of this state to enforce any obligation owed by the converting limited liability company, if before the conversion the converting limited liability company was subject to suit in this state on the obligation. A converted organization that is a foreign organization and not ((authorized)) registered to transact business in this state ((appoints the secretary of state as its agent for service of)) may be served with process in accordance with section 1411 of this act for purposes of enforcing an obligation under this subsection. ((Service on the secretary of state under this subsection is made in the same manner and with the same consequences as in RCW 25.15.---(3) (section 7, chapter ..... (Substitute Senate Bill No. 5030), Laws of 2015).))

Sec. 7132.  RCW 25.15.--- and 2015 c ..... (Substitute Senate Bill No. 5030) s 102 are each amended to read as follows:

(3) All fees collected by the secretary of state must be deposited with the state treasurer pursuant to law.)) Limited liability companies are subject to the applicable fees, charges, and penalties established by the secretary of state under section 1213 of this act and RCW 43.07.120.

(1) RCW 25.15.--- and 2015 c ..... (Substitute Senate Bill No. 5030) s 2;

(2) RCW 25.15.--- and 2015 c ..... (Substitute Senate Bill No. 5030) s 55;

(3) RCW 25.15.--- and 2015 c ..... (Substitute Senate Bill No. 5030) s 64; and

(4) RCW 25.15.--- and 2015 c ..... (Substitute Senate Bill No. 5030) s 74.

PART VIII

SECRETARY OF STATE REVISIONS

Sec. 8101.  RCW 43.07.120 and 2010 1st sp.s. c 29 s 6 are each amended to read as follows:

(1) The secretary of state 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 chapter 23.--- RCW (the new chapter created in section 1801 of this act), 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, 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 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. 8102.  RCW 43.07.130 and 2010 1st sp.s. c 29 s 7 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 must be used by the office of the secretary of state to defray the costs of providing registration and information services authorized by law 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)) 30A, 30B, 42, 43, or 64 RCW.

The secretary of state is authorized to charge a fee for 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), (6) and (7), 23B.18.050, 24.03.410, 24.06.455, 25.10.600(6), 25.10.916(1)(e))) section 1213(1) (a)(ii) and (iii) and (d) of this act, or 46.64.040, and such other moneys as are expressly designated for deposit in the secretary of state's revolving fund 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.

PART IX

MISCELLANEOUS REVISIONS

Sec. 9101.  RCW 23.78.020 and 1991 c 72 s 9 are each amended to read as follows:

Any corporation organized under the laws of this state may elect to be governed as an employee cooperative under the provisions of this chapter, by so stating in its articles of incorporation, or articles of amendment filed in accordance with Title 23B RCW and part I, Article 2 of this act.

A corporation so electing shall be governed by all provisions of Title 23B RCW, except RCW 23B.07.050, 23B.13.020, and chapter 23B.11 RCW, and except as otherwise provided in this chapter.

Sec. 9102.  RCW 23.78.030 and 1991 c 72 s 10 are each amended to read as follows:

An employee cooperative may revoke its election under this chapter by a vote of two-thirds of the members and through articles of amendment ((filed with)) delivered to the secretary of state for filing in accordance with RCW 23B.01.200 ((and)), 23B.10.060, and part I, Article 2 of this act.

Sec. 9103.  RCW 23.86.030 and 1989 c 307 s 5 are each amended to read as follows:

(1) The name of any association subject to this chapter ((may contain the word "corporation," "incorporated," or "limited" or an abbreviation of any such word)) must comply with part I, Article 3 of this act.

(2) No corporation or association organized or doing business in this state shall be entitled to use the term "cooperative" as a part of its corporate or other business name or title, unless it: (a) Is subject to the provisions of this chapter, chapter 23.78, or 31.12 RCW; (b) is subject to the provisions of chapter 24.06 RCW and operating on a cooperative basis; (c) is, on July 23, 1989, an organization lawfully using the term "cooperative" as part of its corporate or other business name or title; or (d) is a nonprofit corporation or association the voting members of which are corporations or associations operating on a cooperative basis. Any corporation or association violating the provisions of this section may be enjoined from doing business under such name at the instance of any member or any association subject to this chapter.

(3) A member of the board of directors or an officer of any association subject to this chapter shall have the same immunity from liability as is granted in RCW 4.24.264.

Sec. 9104.  RCW 23.86.055 and 1989 c 307 s 8 are each amended to read as follows:

(1) ((Duplicate originals of)) The articles of incorporation shall be signed by the incorporators ((shall be)) and delivered to the secretary of state for filing in accordance with part I, Article 2 of this act. ((If the secretary of state finds that the articles of incorporation conform to law, the secretary of state shall, when all required fees have been paid:

(c) Issue a certificate of incorporation with one original attached.))

(2) ((The certificate of incorporation, with an original of the articles of incorporation affixed by the secretary of state, shall be returned to the incorporators or their representatives and shall be retained by the association.

(3))) Upon the filing of the articles of incorporation, the corporate existence shall begin, and the certificate of incorporation shall, except as against the state in a proceeding to cancel or revoke the certificate of incorporation, be conclusive evidence that all conditions precedent required to be performed by the incorporators have been complied with and that the corporation has been incorporated under this chapter.

Sec. 9105.  RCW 23.86.070 and 2010 1st sp.s. c 29 s 10 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 must be paid to the secretary of state a fee as established by the secretary by rule. Fees for filing an amendment to articles of incorporation must be established by the secretary of state by rule. For filing other documents with the secretary of state and issuing certificates, fees are as prescribed in RCW 23B.01.220. Associations subject to this chapter are not subject to any corporation license fees excepting the fees hereinabove enumerated.)) Associations organized under or subject to this chapter are subject to the applicable fees, charges, and penalties established by the secretary of state under section 1213 of this act and RCW 43.07.120.

Sec. 9106.  RCW 23.86.095 and 1989 c 307 s 13 are each amended to read as follows:

Effective January 1, 1990, every association subject to this chapter shall have and maintain a ((registered office and a)) registered agent in this state in accordance with the requirements set forth in ((RCW 24.06.050)) part I, Article 4 of this act.

Sec. 9107.  RCW 23.86.210 and 1991 c 72 s 18 are each amended to read as follows:

(1) A cooperative association may be converted to a domestic ordinary business corporation pursuant to the following procedures:

(a) The board of directors of the association shall, by affirmative vote of not less than two-thirds of all such directors, adopt a plan for such conversion setting forth:

(i) The reasons why such conversion is desirable and in the interests of the members of the association;

(ii) The proposed contents of articles of conversion with respect to items (ii) through (ix) of subparagraph (c) below; and

(iii) Such other information and matters as the board of directors may deem to be pertinent to the proposed plan.

(b) After adoption by the board of directors, the plan for conversion shall be submitted for approval or rejection to the members of the association at any regular meetings or at any special meetings called for that purpose, after notice of the proposed conversion has been given to all members entitled to vote thereon, in the manner provided by the bylaws. The notice of the meeting shall be accompanied by a full copy of the proposed plan for conversion or by a summary of its provisions. At the meeting members may vote upon the proposed conversion in person, or by written proxy, or by mailed ballot. The affirmative vote of two-thirds of the members voting thereon shall be required for approval of the plan of conversion. If the total vote upon the proposed conversion shall be less than twenty-five percent of the total membership of the association, the conversion shall not be approved.

(c) Upon approval by the members of the association, the articles of conversion shall be executed in duplicate by the association by one of its officers and shall set forth:

(i) The dates and vote by which the plan for conversion was adopted by the board of directors and members respectively;

(ii) The corporate name of the converted organization. The name shall comply with requirements in part I, Article 3 of this act for names of business corporations formed under Title 23B RCW, and shall not contain the term "cooperative";

(iii) The purpose or purposes for which the converted corporation is to exist;

(iv) The duration of the converted corporation, which may be perpetual or for a stated term of years;

(v) The capitalization of the converted corporation and the class or classes of shares of stock into which divided, together with the par value, if any, of such shares, in accordance with statutory requirements applicable to ordinary business corporations, and the basis upon which outstanding shares of the association are converted into shares of the converted corporation;

(vi) Any provision limiting or denying to shareholders the preemptive right to acquire additional shares of the converted corporation;

(vii) The address of the converted corporation's ((initial registered office and its)) initial registered agent ((at such address));

(viii) The names and addresses of the persons who are to serve as directors of the converted corporation until the first annual meeting of shareholders of the converted corporation or until their successors are elected and qualify;

(ix) Any additional provisions, not inconsistent with law, provided for by the plan for conversion for the regulation of the internal affairs of the converted corporation, including any provision restricting the transfer of shares or which under Title 23B RCW is required or permitted to be set forth in bylaws.

(d) The ((executed duplicate originals of the)) articles of conversion shall be delivered to the secretary of state for filing in accordance with part I, Article 2 of this act. ((If the secretary of state finds that the articles of conversion conform to law, the secretary of state shall, when all the fees have been paid as in this section prescribed:

(iii) Issue a certificate of conversion to which one of such originals shall be affixed.))

(e) ((The certificate of conversion, together with the original of the articles of conversion affixed thereto by the secretary of state, shall be returned to the converted corporation or its representative. The original affixed to the certificate of conversion shall be retained by the converted corporation.

(f))) Upon ((filing)) delivering the articles of conversion to the secretary of state for filing, the converted corporation shall pay, and the secretary of state shall collect, the same filing and license fees as for filing articles of incorporation of a newly formed business corporation similarly capitalized.

(2) Upon filing by the secretary of state of the articles of conversion, the conversion of the cooperative association to an ordinary business corporation shall become effective as provided in section 1203 of this act; the articles of conversion shall thereafter constitute and be treated in like manner as articles of incorporation; and the converted corporation shall be subject to all laws applicable to corporations formed under Title 23B RCW, and shall not thereafter be subject to laws applying only to cooperative associations. The converted corporation shall constitute and be deemed to constitute a continuation of the corporate substance of the cooperative association and the conversion shall in no way derogate from the rights of creditors of the former association.

Sec. 9108.  RCW 23.86.220 and 1991 c 72 s 19 are each amended to read as follows:

(1) A cooperative association may merge with one or more domestic cooperative associations, or with one or more domestic ordinary business corporations, in accordance with the procedures and subject to the conditions set forth or referred to in this section.

(2) If the merger is into another domestic cooperative association, the board of directors of each of the associations shall approve by vote of not less than two-thirds of all the directors, a plan of merger setting forth:

(a) The names of the associations proposing to merge;

(b) The name of the association which is to be the surviving association in the merger;

(c) The terms and conditions of the proposed merger;

(d) The manner and basis of converting the shares of each merging association into shares or other securities or obligations of the surviving association;

(e) A statement of any changes in the articles of incorporation of the surviving association to be effected by such merger; and

(f) Such other provisions with respect to the proposed merger as are deemed necessary or desirable.

(3) Following approval by the boards of directors, the plan of merger shall be submitted to a vote of the members of each of the associations at any regular meeting or at any special meetings called for that purpose, after notice of the proposed merger has been given to all members entitled to vote thereon, in the manner provided in the bylaws. The notice of the meeting shall be in writing stating the purpose or purposes of the meeting and include or be accompanied by a copy or summary of the plan of merger. At the meeting members may vote upon the proposed merger in person, or by written proxy, or by mailed ballot. The affirmative vote of two-thirds of the members voting thereon, by each association, shall be required for approval of the plan of merger. If the total vote of either association upon the proposed merger shall be less than twenty-five percent of the total membership of such association, the merger shall not be approved.

(4) Upon approval by the members of the associations proposing to merge, articles of merger shall be executed in duplicate by each association by an officer of each association, and shall set forth:

(a) The plan of merger;

(b) As to each association, the number of members and, if there is capital stock, the number of shares outstanding; and

(c) As to each association, the number of members who voted for and against such plan, respectively.

(5) ((Duplicate originals of)) The articles of merger shall be delivered to the secretary of state for filing in accordance with part I, Article 2 of this act. ((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 section prescribed:

(c) Issue a certificate of merger to which one of such originals shall be affixed.))

(6) ((The certificate of merger, together with the duplicate original of the articles of merger affixed thereto by the secretary of state shall be returned to the surviving association or its representative.

(7))) For filing articles of merger hereunder the secretary of state shall charge and collect the same fees as apply to filing of articles of merger of ordinary business corporations.

(((8))) (7) If the plan of merger is for merger of the cooperative association into a domestic ordinary business corporation, the association shall follow the same procedures as hereinabove provided for merger of domestic cooperative associations and the ordinary business corporation shall follow the applicable procedures set forth in RCW 23B.07.050 and chapter 23B.11 RCW.

(((9))) (8) At any time prior to filing of the articles of merger, the merger may be abandoned pursuant to provisions therefor, if any, set forth in the plan of merger.

Sec. 9109.  RCW 23.86.310 and 1989 c 307 s 15 are each amended to read as follows:

((Effective January 1, 1990,)) Every association subject to this chapter shall ((comply with the requirements set forth in RCW 24.06.440)) deliver an annual report to the secretary of state in accordance with section 1212 of this act.

Sec. 9110.  RCW 23.86.330 and 1991 c 72 s 21 are each amended to read as follows:

The provisions of ((RCW 23B.14.200 and 23B.14.210)) part I, Article 6 of this act relating to administrative dissolution by the secretary of state shall apply to every association subject to this chapter formed on or after July 23, 1989.

Sec. 9111.  RCW 23.86.370 and 1989 c 307 s 33 are each amended to read as follows:

The provisions of ((RCW 24.06.340 through 24.06.435)) part I, Article 5 of this act and RCW 24.06.367 and 24.06.369 shall apply to every foreign corporation which desires to conduct affairs in this state under the authority of this chapter.

Sec. 9112.  RCW 23.90.040 and 1981 c 302 s 3 are each amended to read as follows:

(1) Any Massachusetts trust desiring to do business in this state shall file with the secretary of state, in accordance with part I, Article 2 of this act, a verified copy of the trust instrument creating such a trust and any amendment thereto, the assumed business name, if any, and the names and addresses of its trustees.

(2) Any person dealing with such Massachusetts trust shall be bound by the terms and conditions of the trust instrument and any amendments thereto so filed.

(3) Any Massachusetts trust created under this chapter or entering this state pursuant thereto shall pay such taxes and fees as are imposed by the laws, ordinances, and resolutions of the state of Washington and any counties and municipalities thereof on domestic and foreign corporations, respectively, on an identical basis therewith. In computing such taxes and fees, the shares of beneficial interest of such a trust shall have the character for tax purposes of shares of stock in private corporations.

(4) Any Massachusetts trust shall be subject to such applicable provisions of law, now or hereafter enacted, with respect to domestic and foreign corporations, respectively, as relate to the issuance of securities, filing of required statements or reports, service of process, general grants of power to act, right to sue and be sued, limitation of individual liability of shareholders, rights to acquire, mortgage, sell, lease, operate and otherwise to deal in real and personal property, and other applicable rights and duties existing under the common law and statutes of this state in a manner similar to those applicable to domestic and foreign corporations.

(5) The secretary of state, director of licensing, and the department of revenue of the state of Washington are each authorized and directed to prescribe binding rules and regulations applicable to said Massachusetts trusts consistent with this chapter.

Sec. 9113.  RCW 24.12.045 and 2009 c 437 s 13 are each amended 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,)) deliver an annual report ((in the form prescribed by)) to the secretary of state in accordance with section 1212 of this act. The report shall ((set forth:

(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))) (2) 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 in accordance with section 1603 of this act. However, the secretary shall reinstate a corporation sole administratively dissolved under this subsection if the corporation sole complies with the requirements of RCW 24.12.055 within five years of the administrative dissolution.

Sec. 9114.  RCW 24.12.051 and 2011 c 183 s 7 are each amended to read as follows:

(((1) Not less than thirty days prior to a corporation sole's renewal date,)) The secretary of state shall send to each corporation sole((, by postal or electronic mail, as elected by the corporation sole, addressed to its registered office, or to an electronic address designated by the corporation sole, in a record retained by the secretary of state,)) a notice in accordance with section 1212 of this act 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 send the notice does not relieve a corporation sole from its obligation to file the annual reports required by this chapter. The option to receive the notice provided under this section by electronic mail may be selected only when the secretary of state makes the option available.

(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)).

Sec. 9115.  RCW 24.20.010 and 1981 c 302 s 11 are each amended to read as follows:

Any grand lodge, encampment, chapter or any subordinate lodge or body of Free and Accepted Masons, Independent Order of Odd Fellows, Knights of Pythias, or other fraternal society, desiring to incorporate, shall ((make)) deliver articles of incorporation ((in duplicate, and file one of such articles in the office of)) to the secretary of state for filing in accordance with part I, Article 2 of this act; such articles shall be signed by the presiding officer and the secretary of such lodge, chapter or encampment, and attested by the seal thereof, and shall specify:

(1) The name of such lodge or other society, and the place of holding its meetings;

(2) The name of the grand body from which it derives its rights and powers as such lodge or society; or if it be a grand lodge, the manner in which its powers as such grand lodge are derived;

(3) The names of the presiding officer and the secretary having the custody of the seal of such lodge or society;

(4) What officers shall join in the execution of any contract by such lodge or society to give it force and effect in accordance with the usages of such lodges or society.

Sec. 9116.  RCW 24.20.020 and 1993 c 269 s 10 are each amended to read as follows:

The secretary of state shall file such articles of incorporation in the secretary of state's office and issue a certificate of incorporation to any such lodge or other society upon the payment of the ((sum of twenty dollars)) filing fee established by the secretary of state under section 1213 of this act.

Sec. 9117.  RCW 24.24.010 and 1982 c 35 s 166 are each amended to read as follows:

Any ten or more residents of this state who are members of any chartered body or of different chartered bodies of any fraternal order or society who shall desire to incorporate for the purpose of owning real or personal property or both real and personal property for the purpose and for the benefit of such bodies, may make and execute articles of incorporation, which shall be executed in duplicate, and shall be subscribed by each of the persons so associating themselves together: PROVIDED, That no lodge shall be incorporated contrary to the provisions of the laws and regulations of the order or society of which it is a constituent part. Such articles, at the election of the incorporators, may either provide for the issuing of capital stock or for incorporation as a society of corporation without shares of stock. One of such articles shall be filed in the office of the secretary of state in accordance with part I, Article 2 of this act, accompanied by a filing fee ((of twenty dollars)) established by the secretary of state under section 1213 of this act, and the other of such articles shall be preserved in the records of the corporation.

Sec. 9118.  RCW 24.24.100 and 1993 c 269 s 11 are each amended to read as follows:

The secretary of state shall file such articles of incorporation or amendment thereto in the secretary of state's office and issue a certificate of incorporation or amendment, as the case may be, to such fraternal association upon the payment of a fee ((in the sum of twenty dollars)) established by the secretary of state under section 1213 of this act.

Sec. 9119.  RCW 24.28.010 and 1981 c 302 s 13 are each amended to read as follows:

Any grange of the patrons of husbandry, desiring hereafter to incorporate, may incorporate and become bodies politic in this state, by filing in the office of the secretary of state of Washington in accordance with part I, Article 2 of this act, a certificate or article subscribed and acknowledged by not less than five members of such grange and by the master of the Washington state grange embodying:

(1) The name of such grange and the place of holding its meetings.

(2) What elective officers the said grange will have, when such officers shall be elected; how, and by whom, the business of the grange shall be conducted or managed, and what officers shall join in the execution of any contract by such grange to give force and effect in accordance with the usages of the order of the patrons of husbandry; such articles shall be subscribed by the master of such grange attested by the secretary, with the seal of the grange.

(3) A copy of the bylaws of such grange shall also be filed in the said office of the secretary of state.

(4) The names of all such officers at the time of filing the application, and the time for which they may be respectively elected. When such articles shall be filed, such grange shall be a body politic and corporate, with all the incidents of a corporation, subject nevertheless to the laws and parts of laws now in force or hereafter to be passed regulating corporations.

Sec. 9120.  RCW 18.100.120 and 1993 c 290 s 1 are each amended to read as follows:

Corporations organized pursuant to this chapter shall render professional service and exercise its authorized powers under a name permitted by law and the professional ethics of the profession in which the corporation is so engaged. The corporate name of a professional service corporation must ((contain either the words "professional service" or "professional corporation" or the abbreviation "P.S." or "P.C." The corporate name may also contain either the words "corporation," "incorporated," "company," or "limited," or the abbreviation "corp.," "inc.," "co.," or "ltd.")) comply with the requirements of part I, Article 3 of this act. With the filing of its first annual report and any filings thereafter, a professional service corporation shall list its then shareholders((: PROVIDED, That notwithstanding the foregoing provisions of this section, the corporate name of a corporation organized to render dental services shall contain the full names or surnames of all shareholders and no other word than "chartered" or the words "professional services" or the abbreviation "P.S." or "P.C.")).

(1) RCW 23.86.155 (Failure to appoint registered agent—Removal—Reinstatement) and 1989 c 307 s 35;

(2) RCW 23.86.300 (Application of RCW 24.06.055 and 24.06.060) and 1989 c 307 s 14;

(3) RCW 23.86.320 (Application of RCW 24.06.445) and 1989 c 307 s 16;

(4) RCW 23.86.335 (Application of RCW 23B.14.203—Name not distinguishable from name of governmental entity) and 1997 c 12 s 8;

(5) RCW 23.86.340 (Application of RCW 23B.14.220—Reinstatement) and 1991 c 72 s 22 & 1989 c 307 s 18;

(6) RCW 24.12.060 (Administrative dissolution or revocation of a certificate of authority—Corporation name not distinguishable from name of governmental entity—Application by governmental entity) and 1997 c 12 s 4;

(7) RCW 24.20.040 (Reincorporation) and 1903 c 80 s 4;

(8) RCW 24.20.050 (Administrative dissolution or revocation of a certificate of authority—Corporation name not distinguishable from name of governmental entity—Application by governmental entity) and 1997 c 12 s 5;

(9) RCW 24.24.130 (Administrative dissolution or revocation of a certificate of authority—Corporation name not distinguishable from name of governmental entity—Application by governmental entity) and 1997 c 12 s 6; and

(10) RCW 24.28.045 (Administrative dissolution or revocation of a certificate of authority—Corporation name not distinguishable from name of governmental entity—Application by governmental entity) and 1997 c 12 s 7.