AN
ACT Relating to business organizations; amending RCW 23B.04.010, 23B.15.060,
24.03.045, 24.06.045, 25.04.710, 25.04.715, 25.10.020, 25.15.010, 25.15.325,
and 25.15.015; and adding a new section to chapter 25.04 RCW.
BE IT
ENACTED BY THE LEGISLATURE OF THE STATE OF WASHINGTON:
Sec.
1. RCW
23B.04.010 and 1994 c 211 s 1304 are each amended to read as follows:
(1)
A corporate name:
(a)
Must contain the word "corporation," "incorporated,"
"company," or "limited," or the abbreviation
"corp.," "inc.," "co.," or "ltd.";
(b)
Must not contain language stating or implying that the corporation is organized
for a purpose other than those permitted by RCW 23B.03.010 and its articles of
incorporation;
(c)
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; and
(d)
Except as authorized by subsections (2) and (3) of this section, must be
distinguishable upon the records of the secretary of state from:
(i)
The corporate name of a corporation incorporated or authorized to transact
business in this state;
(ii)
A corporate name reserved or registered under ((RCW 23B.04.020 or 23B.04.030))
chapter 23B.04 RCW;
(iii)
The fictitious name adopted ((pursuant to)) under RCW 23B.15.060
by a foreign corporation authorized to transact business in this state because
its real name is unavailable;
(iv)
The corporate name or reserved name of a not-for-profit corporation
incorporated or authorized to conduct affairs in this state under chapter
24.03 RCW;
(v)
The name or reserved name of a mutual corporation or miscellaneous
corporation incorporated or authorized to do business under chapter 24.06 RCW;
(vi)
The name or reserved name of a foreign or domestic limited partnership formed
or registered under chapter ((25.08 or)) 25.10 RCW; ((and
(vi))) (vii)
The name or reserved name of ((any)) a limited liability
company organized or registered under chapter 25.15 RCW; and
(viii)
The name or reserved name of a limited liability partnership registered under
chapter 25.04 RCW.
(2)
A corporation may apply to the secretary of state for authorization to use a
name that is not distinguishable upon the records from one or more of the names
described in subsection (1) of this section. The secretary of state shall
authorize use of the name applied for if:
(a)
The other corporation, company, holder, limited liability partnership,
or limited partnership consents to the use in writing 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 corporation; or
(b)
The applicant delivers to the secretary of state a certified copy of the final
judgment of a court of competent jurisdiction establishing the applicant's
right to use the name applied for in this state.
(3)
A corporation may use the name, including the fictitious name, of another
domestic or foreign corporation, ((or of another domestic or foreign))
limited liability company, ((or of a domestic or foreign)) limited
partnership, or limited liability partnership, that is used in this
state if the other ((corporation is incorporated or authorized to transact
business in this state, or if the limited liability company is organized or
authorized to transact business in this state, or if the limited partnership))
entity is formed or authorized to transact business in this state, and
the proposed user corporation:
(a)
Has merged with the other corporation, limited liability company, or limited
partnership; or
(b)
Has been formed by reorganization of the other corporation.
(4)
This title does not control the use of assumed business names or "trade
names."
(5)
A name shall not be considered distinguishable upon the records of the secretary
of state by virtue of:
(a)
A variation in ((the designation, under subsection (1)(a) of this section,
used for the same name)) any of the following designations for the same
name: "Corporation," "incorporated," "company,"
"limited," "partnership," "limited partnership,"
"limited liability company," or "limited liability
partnership," or the abbreviations "corp.," "inc.,"
"co.," "ltd.," "LP," "L.P.," "LLP,"
"L.L.P.," "LLC," or "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.
Sec.
2. RCW
23B.15.060 and 1989 c 165 s 174 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:
(a)
Contains the word "corporation," "incorporated,"
"company," or "limited," or the abbreviation
"corp.," "inc.," "co.," or "ltd.";
(b)
Does not contain language stating or implying that the corporation is organized
for a purpose other than that permitted by RCW 23B.03.010 and its articles of
incorporation;
(c)
Does 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 words
"building," "savings," "loan," "home,"
"association," and "society," or any other words or phrases
prohibited by any statute of this state; and
(d)
Except as authorized by subsections (((3))) (4) and (((4)))
(5) of this section, is distinguishable upon the records of the
secretary of state from:
(i)
The corporate name of a corporation incorporated or authorized to transact
business in this state;
(ii)
A corporate name reserved or registered under ((RCW 23B.04.020 or 23B.04.030))
chapter 23B.04 RCW;
(iii)
The fictitious name adopted pursuant to subsection (((2))) (3) of
this section by a foreign corporation authorized to transact business in this
state because its real name is unavailable;
(iv)
The corporate name or reserved name of a not-for-profit corporation
incorporated or authorized to conduct affairs in this state under chapter
24.03 RCW; ((and))
(v)
The name or reserved name of a mutual corporation or miscellaneous
corporation incorporated or authorized to do business under chapter 24.06 RCW;
(vi)
The name or reserved name of a foreign or domestic limited partnership formed
or registered under chapter 25.10 RCW;
(vii)
The name or reserved name of any limited liability company organized or
registered under chapter 25.15 RCW; and
(viii)
The name or reserved name of any limited liability partnership registered under
chapter 25.04 RCW.
(2)
A name shall not be considered distinguishable under the same grounds as
provided under RCW 23B.04.010.
(3)
If the corporate name of a foreign corporation does not satisfy the
requirements of subsection (1) of this section, the foreign corporation to
obtain or maintain a certificate of authority to transact business in this
state:
(a)
May add the word "corporation," "incorporated,"
"company," or "limited," or the abbreviation
"corp.," "inc.," "co.," or "ltd.," to
its corporate name for use in this state; or
(b)
May use a fictitious name to transact business in this state if its real name
is unavailable and it delivers to the secretary of state for filing a copy of
the resolution of its board of directors, certified by its secretary, adopting
the fictitious name.
(((3)))
(4) A foreign corporation may apply to the secretary of state for
authorization to use a name that is not distinguishable upon the records from
one or more of the names described in subsection (1)(d) of this section. The
secretary of state shall authorize use of the name applied for if:
(a)
The other corporation, company, holder, limited liability
partnership, or limited partnership consents to the use in writing 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 corporation; or
(b)
The applicant delivers to the secretary of state a certified copy of the final
judgment of a court of competent jurisdiction establishing the applicant's
right to use the name applied for in this state.
(((4)))
(5) A foreign corporation may use in this state the name, including the
fictitious name, of another domestic or foreign corporation that is used in
this state if the other corporation is incorporated or authorized to transact
business in this state and the foreign corporation:
(a)
Has merged with the other corporation; or
(b)
Has been formed by reorganization of the other corporation.
(((5)))
(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.
Sec.
3. RCW
24.03.045 and 1994 c 211 s 1305 are each amended to read as follows:
The
corporate name:
(1)
Shall not contain any word or phrase which indicates or implies that it is
organized for any purpose other than one or more of the purposes contained in
its articles of incorporation.
(2)
((Shall not be the same as, or deceptively similar to, the name of any
corporation, whether for profit or not for profit, existing under any act of
this state, or any foreign corporation, whether for profit or not for profit,
authorized to transact business or conduct affairs in this state, any foreign
or domestic limited liability company on file with the secretary of state, any
domestic or foreign limited partnership on file with the secretary, or a
limited partnership existing under chapter 25.10 RCW, or a corporate name
reserved or registered as permitted by the laws of this state. This subsection
shall not apply if the applicant files with the secretary of state either of
the following: (a) The written consent of the other corporation, limited
liability company, limited partnership, or holder of a reserved name to use the
same or deceptively similar name and one or more words are added or deleted to
make the name distinguishable from the other name as determined by the
secretary of state, or (b) a certified copy of a final decree of a court of
competent jurisdiction establishing the prior right of the applicant to the use
of the name in this state.)) (a) Except as provided in (b) and (c) of
this subsection, must be distinguishable upon the records of the secretary of
state from:
(i)
The corporate name or reserved name of a corporation or domestic corporation
organized or authorized to transact business under this chapter;
(ii)
A corporate name reserved or registered under chapter 23B.04 RCW;
(iii)
The fictitious name adopted under RCW 23B.15.060 by a foreign corporation
authorized to transact business in this state because its real name is
unavailable;
(iv)
The name or reserved name of a mutual corporation or miscellaneous corporation
incorporated or authorized to do business under chapter 24.06 RCW;
(v)
The name or reserved name of a foreign or domestic limited partnership formed
or registered under chapter 25.10 RCW;
(vi)
The name or reserved name of a limited liability company organized or
registered under chapter 25.15 RCW; and
(vii)
The name or reserved name of a limited liability partnership registered under
chapter 25.04 RCW.
(b)
A corporation may apply to the secretary of state for authorization to use a
name that is not distinguishable upon the records from one or more of the names
described in (a) of this subsection. The secretary of state shall authorize
use of the name applied for if:
(i)
The other corporation, company, holder, limited liability partnership, or
limited partnership consents to the use in writing 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 corporation; or
(ii)
The applicant delivers to the secretary of state a certified copy of the final
judgment of a court of competent jurisdiction establishing the applicant's
right to use the name applied for in this state.
(c)
A corporation may use the name, including the fictitious name, of another
domestic or foreign corporation, limited liability company, limited
partnership, or limited liability partnership, that is used in this state if
the other entity is formed or authorized to transact business in this state,
and the proposed user corporation:
(i)
Has merged with the other corporation, limited liability company, or limited
partnership; or
(ii)
Has been formed by reorganization of the other corporation.
(3)
Shall be transliterated into letters of the English alphabet, if it is not in
English.
(4)
Shall not include or end with "incorporated," "company,"
"corporation," "partnership," "limited
partnership," or "Ltd.," or any abbreviation thereof, but may
use "club," "league," "association,"
"services," "committee," "fund,"
"society," "foundation,"
". . . . . ., a nonprofit corporation," or
any name of like import.
(5)
May only include the term "public benefit" or names of like import if
the corporation has been designated as a public benefit nonprofit corporation
by the secretary in accordance with this chapter.
(6)
A name shall not be considered distinguishable upon the records of the
secretary of state by virtue of:
(a)
A variation in any of the following designations for the same name:
"Corporation," "incorporated," "company,"
"limited," "partnership," "limited partnership,"
"limited liability company," or "limited liability
partnership," or the abbreviations "corp.," "inc.,"
"co.," "ltd.," "LP," "L.P.,"
"LLP," "L.L.P.," "LLC," or "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.
(7)
This title does not control the use of assumed business names or "trade
names."
Sec.
4. RCW
24.06.045 and 1995 c 337 s 22 are each amended to read as follows:
The
corporate name:
(1)
Shall not contain any word or phrase which indicates or implies that it is
organized for any purpose other than one or more of the purposes contained in
its articles of incorporation.
(2)
((Shall not be the same as, or deceptively similar to, the name of any
corporation existing under any act of this state, or any foreign corporation
authorized to transact business or conduct affairs in this state under any act
of this state, or the name of any limited liability company organized or
authorized to transact business under any act of this state, the name of a
domestic or foreign limited partnership on file with the secretary, or a
corporate name reserved or registered as permitted by the laws of this state.
This subsection shall not apply if the applicant files with the secretary of
state either of the following: (a) The written consent of the other
corporation, limited liability company, limited partnership, or holder of a
reserved name to use the same or deceptively similar name and one or more words
are added or deleted to make the name distinguishable from the other name as
determined by the secretary of state, or (b) a certified copy of a final decree
of a court of competent jurisdiction establishing the prior right of the applicant
to the use of the name in this state.)) (a) Except as provided in (b)
and (c) of this subsection, must be distinguishable upon the records of the
secretary of state from:
(i)
The corporate name of a corporation organized or authorized to transact
business in this state;
(ii)
A corporate name reserved or registered under chapter 23B.04 RCW;
(iii)
The name or reserved name of a mutual corporation or miscellaneous corporation
incorporated or authorized to do business under this chapter;
(iv)
The fictitious name adopted under RCW 23B.15.060 by a foreign corporation
authorized to transact business in this state because its real name is
unavailable;
(v)
The corporate name or reserved name of a not-for-profit corporation
incorporated or authorized to conduct affairs in this state under chapter 24.03
RCW;
(vi)
The name or reserved name of a foreign or domestic limited partnership formed
or registered under chapter 25.10 RCW;
(vii)
The name or reserved name of a limited liability company organized or registered
under chapter 25.15 RCW; and
(viii)
The name or reserved name of a limited liability partnership registered under
chapter 25.04 RCW.
(b)
A corporation may apply to the secretary of state for authorization to use a
name that is not distinguishable upon the records from one or more of the names
described in (a) of this subsection. The secretary of state shall authorize
use of the name applied for if:
(i)
The other corporation, company, holder, limited liability partnership, or
limited partnership consents to the use in writing 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 corporation; or
(ii)
The applicant delivers to the secretary of state a certified copy of the final
judgment of a court of competent jurisdiction establishing the applicant's
right to use the name applied for in this state.
(c)
A corporation may use the name, including the fictitious name, of another
domestic or foreign corporation, limited liability company, limited
partnership, or limited liability partnership, that is used in this state if
the other entity is incorporated, organized, formed, or authorized to transact
business in this state, and the proposed user corporation:
(i)
Has merged with the other corporation, limited liability company, or limited
partnership; or
(ii)
Has been formed by reorganization of the other corporation.
(3)
Shall be transliterated into letters of the English alphabet if it is not in
English.
(4)
The name of any corporation formed under this section shall not include nor end
with "incorporated", "company", or "corporation"
or any abbreviation thereof, but may use "club", "league",
"association", "services", "committee",
"fund", "society", "foundation",
". . . . . ., a nonprofit mutual corporation",
or any name of like import.
(5)
A name shall not be considered distinguishable upon the records of the
secretary of state by virtue of:
(a)
A variation in any of the following designations for the same name:
"Corporation," "incorporated," "company,"
"limited," "partnership," "limited partnership,"
"limited liability company," or "limited liability
partnership," or the abbreviations "corp.," "inc.,"
"co.," "ltd.," "LP," "L.P.,"
"LLP," "L.L.P.," "LLC," or "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.
(6)
This title does not control the use of assumed business names or "trade
names."
Sec.
5. RCW
25.04.710 and 1995 c 337 s 3 are each amended to read as follows:
(1)
To become and to continue as a limited liability partnership, a partnership
shall file with the secretary of state an application stating the name of the
partnership; the 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 maintain; the number of
partners; a brief statement of the business in which the partnership engages;
any other matters that the partnership determines to include; and that the
partnership thereby applies for status as a limited liability partnership.
(2)
The application shall be executed by a majority in interest of the partners or
by one or more partners authorized to execute an application.
(3)
The application shall be accompanied by a fee of one hundred seventy-five
dollars for each partnership.
(4)
The secretary of state shall register as a limited liability partnership any
partnership that submits a completed application with the required fee and
the name of which complies with RCW 25.04.715.
(5)
A partnership registered under this section shall pay an annual fee, in each
year following the year in which its application is filed, on a date and in an
amount specified by the secretary of state. The fee must be accompanied by a
notice, on a form provided by the secretary of state, of the number of partners
currently in the partnership and of any material changes in the information
contained in the partnership's application for registration.
(6)
Registration is effective immediately after the date an application is filed,
and remains effective until: (a) It is voluntarily withdrawn by filing with
the secretary of state a written withdrawal notice executed by a majority in
interest of the partners or by one or more partners authorized to execute a withdrawal
notice; or (b) thirty days after receipt by the partnership of a notice from
the secretary of state, which notice shall be sent by certified mail, return
receipt requested, that the partnership has failed to make timely payment of
the annual fee specified in subsection (5) of this section, unless the fee is
paid within such a thirty-day period.
(7)
The status of a partnership as a limited liability partnership, and the
liability of the partners thereof, shall not be affected by: (a) Errors in the
information stated in an application under subsection (1) of this section or a
notice under subsection (5) 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
(1) of this section or a notice under subsection (5) of this section.
Sec.
6. RCW
25.04.715 and 1995 c 337 s 4 are each amended to read as follows:
(1)
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.
(2)
Except as provided in subsections (3) and (4) of this section, the name must be
distinguishable upon the records of the secretary of state from:
(a)
The corporate name of a corporation organized or authorized to transact
business in this state;
(b)
A corporate name reserved or registered under chapter 23B.04 RCW;
(c)
The name or reserved name of a mutual corporation or miscellaneous corporation
incorporated or authorized to do business under chapter 24.06 RCW;
(d)
The fictitious name adopted under RCW 23B.15.060 by a foreign corporation
authorized to transact business in this state because its real name is
unavailable;
(e)
The corporate name or reserved name of a not-for-profit corporation
incorporated or authorized to conduct affairs in this state under chapter 24.03
RCW;
(f)
The name or reserved name of a foreign or domestic limited partnership formed
or registered under chapter 25.10 RCW;
(g)
The name or reserved name of a limited liability company organized or
registered under chapter 25.15 RCW; and
(h)
The name of a limited liability partnership registered under chapter 25.04 RCW.
(3)
A limited liability partnership may apply to the secretary of state for
authorization to use a name that is not distinguishable upon the records from
one or more of the names described in subsection (2) of this section. The
secretary of state shall authorize use of the name applied for if:
(a)
The other holder consents to the use in writing 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 corporation; or
(b)
The applicant delivers to the secretary of state a certified copy of the final
judgment of a court of competent jurisdiction establishing the applicant's
right to use the name applied for in this state.
(4)
A limited liability partnership may use the name, including the fictitious
name, of another domestic or foreign corporation, or of another domestic or
foreign limited liability company or of a domestic or foreign limited
partnership or domestic or foreign limited liability partnership, that is used
in this state if the other corporation is incorporated or authorized to
transact business in this state, or if the limited liability company is
organized or authorized to transact business in this state, or if the limited
partnership is incorporated, organized, formed, or authorized to transact
business in this state, and the proposed user corporation:
(a)
Has merged with the other corporation, limited liability company, or limited
partnership; or
(b)
Has been formed by reorganization of the other corporation.
(5)
A name shall not be considered distinguishable upon the records of the
secretary of state by virtue of:
(a)
A variation in any of the following designations for the same name:
"Corporation," "incorporated," "company,"
"limited," "partnership," "limited partnership,"
"limited liability company," or "limited liability
partnership," or the abbreviations "corp.," "inc.,"
"co.," "ltd.," "LP," "L.P.,"
"LLP," "L.L.P.," "LLC," or "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.
(6)
This chapter does not control the use of assumed business names or "trade
names."
NEW
SECTION. Sec. 7. A
new section is added to chapter 25.04 RCW, to be codified to follow RCW
25.04.715 immediately, to read as follows:
(1)
The exclusive right to the use of a name may be reserved by:
(a)
A person intending to organize a limited liability partnership under this
chapter and to adopt that name;
(b)
A domestic or foreign limited liability partnership registered in this state
which intends to adopt that name;
(c)
A foreign limited liability partnership intending to register in this state and
to adopt that name; and
(d)
A person intending to organize a foreign limited liability partnership and
intending to have it registered in this state and adopt that name.
(2)
The reservation shall be made by filing with the secretary of state an
application, executed by the applicant, to reserve a specified name,
accompanied by a fee established by the secretary of state by rule. If the
secretary of state finds that the name is available for use by a domestic or
foreign limited liability partnership, the secretary of state shall reserve the
name for the exclusive use of the applicant for a period of one hundred eighty
days. The reservation is limited to one filing and is nonrenewable.
A
person or partnership may transfer the right to the exclusive use of a reserved
name to any other person by filing in the office of the secretary of state a
notice of the transfer, executed by the applicant for whom the name was
reserved and specifying the name and address of the transferee.
Sec.
8. RCW
25.10.020 and 1996 c 76 s 1 are each amended to read as follows:
(1)
The name of each limited partnership formed pursuant to this chapter as set
forth in its certificate of limited partnership:
(a)
Shall contain the words "limited partnership" or the abbreviation "LP"
or "L.P.";
(b)
May not contain the name of a limited partner unless (i) it is also the name of
a general partner, or the corporate name of a corporate general partner, or
(ii) the business of the limited partnership had been carried on under that
name before the admission of that limited partner;
(c)
May 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;
(d)
Except as authorized by subsections (2) and (3) of this section, must be
distinguishable upon the records of the secretary of state from:
(i)
The name or reserved name of a foreign or domestic limited partnership;
(ii)
The name of ((any)) a limited liability company reserved,
registered, or formed under the laws of this state or qualified to do business
as a foreign limited liability company in this state under chapter 25.15 RCW;
(iii)
The corporate name of a corporation incorporated or authorized to transact
business in this state;
(iv)
A corporate name reserved or registered under ((RCW 23B.04.020 or 23B.04.030))
chapter 23B.04 RCW;
(v)
The corporate name or reserved name of a not-for-profit corporation
incorporated or authorized to conduct affairs in this state under chapter 24.03
RCW;
(vi)
The name or reserved name of a mutual corporation or miscellaneous corporation
incorporated or authorized to do business under chapter 24.06 RCW;
(vii)
The fictitious name adopted ((pursuant to)) under RCW 23B.15.060
by a foreign corporation authorized to transact business in this state because
its real name is unavailable; and
(((vi)
The corporate name of a not-for-profit corporation incorporated or authorized
to conduct affairs in this state.)) (viii) The name or reserved name of
a limited liability partnership registered under chapter 25.04 RCW.
(2)
A limited partnership may apply to the secretary of state for authorization to
use a name that is not distinguishable upon the records from one or more of the
names described in subsection (1) of this section. The secretary of state
shall authorize use of the name applied for if:
(a)
The other limited partnership, company, corporation, limited
liability partnership, or holder consents to the use in writing 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 limited partnership; or
(b)
The applicant delivers to the secretary of state a certified copy of the final
judgment of a court of competent jurisdiction establishing the applicant's
right to use the name applied for in this state.
(3)
A limited partnership may use the name, including the fictitious name, of
another domestic or foreign limited partnership, limited liability company, limited
liability partnership, or corporation that is used in this state if the
other ((limited partnership, limited liability company, or corporation))
entity is organized, incorporated, formed, or authorized to
transact business in this state and the proposed user limited partnership:
(a)
Has merged with the other limited partnership, limited liability company, limited
liability partnership, or corporation; or
(b)
Results from reorganization with the other limited partnership, limited
liability company, or corporation.
(4)
A name shall not be considered distinguishable upon the records of the
secretary of state by virtue of:
(a)
A variation in ((the designation, under subsection (1)(a) of this section,
used for the same name)) any of the following designations for the same
name: "Corporation," "incorporated," "company,"
"limited," "partnership," "limited partnership,"
"limited liability company," or "limited liability partnership,"
or the abbreviations "corp.," "inc.," "co.,"
"ltd.," "LP," "L.P.," "LLP,"
"L.L.P.," "LLC," or "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.
(5)
This ((title)) chapter does not control the use of assumed
business names or "trade names."
Sec.
9. RCW
25.15.010 and 1996 c 231 s 5 are each amended to read as follows:
(1)
The name of each limited liability company as set forth in its certificate of
formation:
(a)
Must contain the words "Limited Liability Company," the words
"Limited Liability" and abbreviation "Co.," or the
abbreviation "L.L.C." or "LLC";
(b)
Except as provided in subsection (1)(d) of this section, may contain the name
of a member or manager;
(c)
Must not contain language stating or implying that the limited liability
company is organized for a purpose other than those permitted by RCW 25.15.030;
(d)
Must not contain any of the words or phrases: "Bank,"
"banking," "banker," "trust,"
"cooperative," "partnership," "corporation,"
"incorporated," or the abbreviations "corp.,"
"ltd.," or "inc.," or "LP,"
"L.P.," "LLP," "L.L.P.," 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; and
(e)
Must be distinguishable upon the records of the secretary of state from the
names described in RCW 23B.04.010(1)(d) and 25.10.020(1)(d), and the names of
any limited liability company reserved, registered, or formed under the laws of
this state or qualified to do business as a foreign limited liability company
in this state.
(2)
A limited liability company may apply to the secretary of state for
authorization to use any name which is not distinguishable upon the records of
the secretary of state from one or more of the names described in subsection
(1)(e) of this section. The secretary of state shall authorize use of the name
applied for if the other corporation, limited partnership, limited liability
partnership, or limited liability company 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 limited liability
company.
(3)
A name shall not be considered distinguishable upon the records of the
secretary of state by virtue of:
(a)
A variation in ((the designation, under subsection (1)(a) of this section,
used for the same name)) any of the following designations for the same
name: "Corporation," "incorporated," "company,"
"limited," "partnership," "limited partnership,"
"limited liability company," or "limited liability partnership,"
or the abbreviations "corp.," "inc.," "co.,"
"ltd.," "LP," "L.P.," "LLP," "L.L.P.,"
"LLC," or "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)
This chapter does not control the use of assumed business names or "trade
names."
Sec.
10. RCW
25.15.325 and 1996 c 231 s 10 are each amended to read as follows:
(1)
A foreign limited liability company may register with the secretary of state
under any name (whether or not it is the name under which it is registered in
the jurisdiction of its formation) that includes the words "Limited
Liability Company," the words "Limited Liability" and the
abbreviation "Co.," or the abbreviation "L.L.C." or
"LLC" and that could be registered by a domestic limited
liability company. A foreign limited liability company may apply to the
secretary of state for authorization to use a name which is not distinguishable
upon the records of the office of the secretary of state from the names
described in RCW 23B.04.010(((1)(d))) and 25.10.020, and the
names of any domestic or foreign limited liability company reserved,
registered, or formed under the laws of this state. The secretary of state
shall authorize use of the name applied for if the other corporation, limited
liability company, limited liability partnership, or limited partnership
consents in writing to the use and files with the secretary of state documents
necessary to change its name, or the name reserved or registered to a name that
is distinguishable upon the records of the secretary of state from the name of
the applying foreign limited liability company.
(2)
Each foreign limited liability company shall continuously maintain in this
state:
(a)
A registered office, which may but need not be a place of its business in this
state. The registered office shall be at a specific geographic location in
this state, and be identified by number, if any, and street, or building
address or rural route, or, if a commonly known street or rural route address
does not exist, by legal description. A registered office may not be
identified by post office box number or other nongeographic address. For
purposes of communicating by mail, the secretary of state may permit the use of
a post office address in the same city as the registered office in conjunction
with the registered office address if the foreign limited liability company
also maintains on file the specific geographic address of the registered office
where personal service of process may be made;
(b)
A registered agent for service of process on the foreign limited liability
company, which agent may be either an individual resident of this state whose
business office is identical with the foreign limited liability company's
registered office, or a domestic corporation, a limited partnership or limited
liability company, or a foreign corporation authorized to do business in this
state having a business office identical with such registered office; and
(c)
A registered agent who shall not be appointed without having given prior
written consent to the appointment. The written consent shall be filed with
the secretary of state in such form as the secretary may prescribe. The
written consent shall be filled with or as a part of the document first
appointing a registered agent. In the event any individual, limited liability
company, limited partnership, or corporation has been appointed agent without
consent, that person or corporation may file a notarized statement attesting to
that fact, and the name shall forthwith be removed from the records of the
secretary of state.
(3)
A foreign limited liability company may change its registered office or
registered agent by delivering to the secretary of state for filing a statement
of change that sets forth:
(a)
The name of the foreign limited liability company;
(b)
If the current registered office is to be changed, the street address of the
new registered office in accord with subsection (2)(a) of this section;
(c)
If the current registered agent is to be changed, the name of the new
registered agent and the new agent's written consent, either on the statement
or attached to it, to the appointment; and
(d)
That after the change or changes are made, the street addresses of its
registered office and the business office of its registered agent will be
identical.
(4)
If a registered agent changes the street address of the agent's business
office, the registered agent may change the street address of the registered
office of any foreign limited liability company for which the agent is the
registered agent by notifying the foreign limited liability company in writing
of the change and signing, either manually or in facsimile, and delivering to
the secretary of state for filing a statement that complies with the
requirements of subsection (3) of this section and recites that the foreign
limited liability company has been notified of the change.
(5)
A registered agent of any foreign limited liability company may resign as agent
by signing and delivering to the secretary of state for filing a statement that
the registered office is also discontinued. After filing the statement the
secretary of state shall mail a copy of the statement to the foreign limited
liability company at its principal ((office address shown in its most recent
annual report, or the address of its principal)) place of business shown in
its application for certificate of registration if no annual report has been
filed. The agency appointment is terminated, and the registered office
discontinued if so provided, on the thirty-first day after the date on which
the statement was filed.
Sec.
11. RCW
25.15.015 and 1994 c 211 s 103 are each amended to read as follows:
(1)
Reserved Name.
(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. 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.
(b)
The owner of a reserved limited liability company 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.
(2)
Registered Name.
(a)
A foreign limited liability company may register its name if the name is
distinguishable upon the records of the secretary of state from the names
specified in RCW 25.15.010(((1)(e))).
(b)
A foreign limited liability company registers its name by delivering to the
secretary of state for filing an application that:
(i)
Sets forth its name and the state or country and date of its organization; and
(ii)
Is accompanied by a certificate of existence, or a document of similar import,
from the state or country of organization.
(c)
The name is registered for the applicant's exclusive use upon the effective
date of the application and until the close of the calendar year in which the
application for registration is filed.
(d)
A foreign limited liability company whose registration is effective may renew
it for successive years by delivering to the secretary of state for filing a renewal
application, which complies with the requirements of (b) of this subsection,
between October 1st and December 31st of the preceding year. The renewal
application when filed renews the registration for the following calendar year.
(e)
A foreign limited liability company whose registration is effective may
thereafter qualify as a foreign limited liability company under the registered
name, or consent in writing to the use of that name by a limited liability
company thereafter organized under this chapter, by a corporation thereafter
formed under Title 23B RCW, by a limited partnership thereafter formed under
chapter 25.10 RCW, or by another foreign limited liability company, foreign
corporation, or foreign limited partnership thereafter authorized to transact
business in this state. The registration terminates when the domestic limited
liability company is organized, the domestic corporation is incorporated, or
the domestic limited partnership is formed, or the foreign limited liability
company qualifies or consents to the qualification of another foreign limited
liability company, corporation, or limited partnership under the registered
name.
