AN
ACT Relating to electronic filing and registration; amending RCW 19.09.020,
19.09.075, 19.09.279, 24.03.005, 24.03.145, 24.03.175, 24.03.183, 24.03.200,
24.03.245, 24.03.325, 24.03.330, 24.03.375, 25.15.020, 25.15.085, 25.15.095,
25.15.325, and 43.07.170; adding new sections to chapter 24.03 RCW; adding a
new section to chapter 25.15 RCW; and creating a new section.
BE IT
ENACTED BY THE LEGISLATURE OF THE STATE OF WASHINGTON:
Sec.
1. RCW
19.09.020 and 1993 c 471 s 1 are each amended to read as follows:
When
used in this chapter, unless the context otherwise requires:
(1)
A "bona fide officer or employee" of a charitable organization is one
(a) whose conduct is subject to direct control by such organization; (b) who
does not act in the manner of an independent contractor in his or her relation
with the organization; and (c) whose compensation is not computed on funds
raised or to be raised.
(2)
"Charitable organization" means any entity that solicits or collects
contributions from the general public where the contribution is or is purported
to be used to support a charitable activity, but does not include any
commercial fund raiser or commercial fund-raising entity as defined in this
section. "Charitable" (a) is not limited to its common law meaning
unless the context clearly requires a narrower meaning; (b) does not include
religious or political activities; and (c) includes, but is not limited to,
educational, recreational, social, patriotic, legal defense, benevolent, and
health causes.
(3)
"Compensation" means salaries, wages, fees, commissions, or any other
remuneration or valuable consideration.
(4)
"Contribution" means the payment, donation, promise, or grant,
for consideration or otherwise, of any money or property of any kind or value
which contribution is wholly or partly induced by a solicitation. Reference to
dollar amounts of "contributions" or "solicitations" in
this chapter means in the case of payments or promises to pay for merchandise
or rights of any description, the value of the total amount paid or promised to
be paid for such merchandise or rights less the reasonable purchase price to
the charitable organization of any such tangible merchandise, rights, or
services resold by the organization, and not merely that portion of the
purchase price to be applied to a charitable purpose.
(5)
"Cost of solicitation" means and includes all direct and indirect
costs, expenditures, debts, obligations, salaries, wages, commissions, fees, or
other money or thing of value paid or incurred in making a solicitation. Cost
of solicitation does not include the reasonable purchase price to the
charitable organization of any tangible goods or services resold by the
organization as a part of its fund raising activities.
(6)
"Entity" means an individual, organization, group, association,
partnership, corporation, agency or unit of state government, or any
combination thereof.
(7)
"General public" or "public" means any individual located
in Washington state without a membership or other official relationship with a
charitable organization before a solicitation by the charitable organization.
(8)
"Commercial fund raiser" or "commercial fund-raising
entity" means any entity that for compensation or other consideration
within this state directly or indirectly solicits or receives contributions for
or on behalf of any charitable organization or charitable purpose, or that is
engaged in the business of or is held out to persons in this state as
independently engaged in the business of soliciting or receiving contributions
for such purposes. However, the following shall not be deemed a commercial
fund raiser or "commercial fund-raising entity": (a) Any entity that
provides fund-raising advice or consultation to a charitable organization
within this state but neither directly nor indirectly solicits or receives any
contribution for or on behalf of any such charitable organization; and (b) a
bona fide officer or other employee of a charitable organization.
(9)
"Membership" means that for the payment of fees, dues, assessments,
etc., an organization provides services and confers a bona fide right,
privilege, professional standing, honor, or other direct benefit, in addition
to the right to vote, elect officers, or hold office. The term
"membership" does not include those persons who are granted a
membership upon making a contribution as the result of solicitation.
(10)
"Other employee" of a charitable organization means any person (a)
whose conduct is subject to direct control by such organization; (b) who does
not act in the manner of any independent contractor in his or her relation with
the organization; and (c) who is not engaged in the business of or held out to
persons in this state as independently engaged in the business of soliciting
contributions for charitable or religious purposes.
(11)
"Parent organization" means that part of a charitable organization
that coordinates, supervises, or exercises control over policy, fund raising,
or expenditures, or assists or advises one or more related foundations,
supporting organizations, chapters, branches, or affiliates of such organization
in the state of Washington.
(12)
"Political activities" means those activities subject to chapter
42.17 RCW or the Federal Elections Campaign Act of 1971, as amended.
(13)
"Religious activities" means those religious, evangelical, or
missionary activities under the direction of a religious organization duly
organized and operating in good faith that are entitled to receive a
declaration of current tax exempt status for religious purposes from the United
States government and the duly organized branches or chapters of those
organizations.
(14)
"Secretary" means the secretary of state.
(15)
"Signed" means hand-written, or, if the secretary adopts rules
facilitating electronic filing that pertain to this chapter, in the manner
prescribed by those rules.
(16)
"Solicitation" means any oral or written request for a contribution,
including the solicitor's offer or attempt to sell any property, rights,
services, or other thing in connection with which:
(a)
Any appeal is made for any charitable purpose; or
(b)
The name of any charitable organization is used as an inducement for
consummating the sale; or
(c)
Any statement is made that implies that the whole or any part of the proceeds
from the sale will be applied toward any charitable purpose or donated to any
charitable organization.
The
solicitation shall be deemed completed when made, whether or not the person
making it receives any contribution or makes any sale.
Bingo
activities, raffles, and amusement games conducted under chapter 9.46 RCW and
applicable rules of the Washington state gambling commission are specifically
excluded and shall not be deemed a solicitation under this chapter.
Sec.
2. RCW
19.09.075 and 1993 c 471 s 3 are each amended to read as follows:
An
application for registration as a charitable organization shall be submitted in
the form prescribed by rule by the secretary, containing, but not limited to,
the following:
(1)
The name, address, and telephone number of the charitable organization;
(2)
The name(s) under which the organization will solicit contributions;
(3)
The name, address, and telephone number of the officers of or persons accepting
responsibility for the organization;
(4)
The names of the three officers or employees receiving the greatest amount of
compensation from the organization;
(5)
The purpose of the organization;
(6)(a)
Whether the organization is exempt from federal income tax; and if so the
organization shall attach to its application a copy of the letter by which the
internal revenue service granted such status; and
(b)
The name and address of the entity that prepares, reviews, or audits the
financial statement of the organization;
(7)
A solicitation report of the organization for the preceding accounting year
including:
(a)
The number and types of solicitations conducted;
(b)
The total dollar value of support received from solicitations and from all
other sources received on behalf of the charitable purpose of the charitable
organization;
(c)
The total amount of money applied to charitable purposes, fund raising costs,
and other expenses;
(d)
The name, address, and telephone number of any commercial fund raiser used by
the organization;
(8)
An irrevocable appointment of the secretary to receive service of process in
noncriminal proceedings as provided in RCW 19.09.305; and
(9)
The total revenue of the preceding fiscal year.
The
solicitation report required to be submitted under subsection (7) of this
section shall be in the form prescribed by rule by the secretary, or as agreed
to by the secretary and a charitable organization or a group of charitable
organizations. A consolidated application for registration may, at the option
of the charitable organization, be submitted by a parent organization for
itself and any or all of its related foundations, supporting organizations,
chapters, branches, or affiliates in the state of Washington.
The
application shall be signed by the president, treasurer, or comparable officer
of the organization ((whose signature shall be notarized)). The
application shall be submitted with a nonrefundable filing fee which shall be
in an amount to be established by the secretary by rule. In determining the
amount of this application fee, the secretary may consider factors such as the
entity's annual budget and its federal income tax status. If the secretary
determines that the application is complete, the application shall be filed and
the applicant deemed registered.
The
secretary shall notify the director of veterans' affairs upon receipt of an
application for registration as a charitable organization from an entity that
purports to raise funds to benefit veterans of the United States military
services. The director of veterans' affairs may advise the secretary and the
attorney general of any information, reports, or complaints regarding such an
organization.
Sec.
3. RCW
19.09.279 and 1993 c 471 s 21 are each amended to read as follows:
(1)
The ((attorney general)) secretary may assess against any person
or organization who violates this chapter, or any rule adopted under this
chapter, a civil penalty of not more than one thousand dollars for each
violation.
(2)
Such person or organization shall be afforded the opportunity for a hearing,
upon request made to the ((attorney general)) secretary within
thirty days after the date of issuance of the notice of assessment. The
hearing shall be conducted in accordance with chapter 34.05 RCW.
(3)
If any person fails to pay an assessment after it has become a final and
unappealable order, or after the court has entered final judgment in favor of
the state, the attorney general may recover the amount assessed by action in
the appropriate superior court. In such action, the validity and
appropriateness of the final order imposing the penalty shall not be subject to
review.
Sec.
4. RCW
24.03.005 and 1989 c 291 s 3 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 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)
"Duplicate originals" means two copies, original or otherwise, each
with original signatures, or one original with original signatures and one copy
thereof.
(10)
"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 that the document complies as to form with
the applicable requirements of this chapter.
(11)
"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.
(12)
"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 and, for the purpose of documents filed electronically
with the secretary of state, in compliance with the rules adopted by the
secretary of state for electronic filing.
(13)
"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.
(14)
"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).
NEW
SECTION. Sec. 5. A
new section is added to chapter 24.03 RCW to read as follows:
Standards
for Electronic Filing. 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.
NEW
SECTION. Sec. 6. A
new section is added to chapter 24.03 RCW to read as follows:
Documents
Submitted for Filing‑-Exact or Conformed Copies. A document submitted to
the secretary of state for filing under this chapter must be accompanied by an
exact or conformed copy of the document, unless the secretary of state provides
by rule that an exact or conformed copy is not required.
Sec.
7. RCW
24.03.145 and 1982 c 35 s 83 are each amended to read as follows:
((Duplicate
originals of)) 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:
(1)
Endorse on ((each of such duplicate originals)) the articles the
word "Filed" and the effective date of the filing ((thereof)).
(2)
File ((one of such duplicate originals)) the articles.
(3)
Issue a certificate of incorporation ((to which the other duplicate original
shall be affixed)).
The
certificate of incorporation together with ((the duplicate original)) an
exact or conformed copy of the articles of incorporation ((affixed
thereto by the secretary of state, shall)) will be returned to the
incorporators or their representative.
Sec.
8. RCW
24.03.175 and 1982 c 35 s 86 are each amended to read as follows:
((Duplicate
originals of)) 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:
(1)
Endorse on ((each of such duplicate originals)) the articles the
word "Filed," and the effective date of the filing ((thereof)).
(2)
File ((one of such duplicate originals)) the articles.
(((3)
Issue a certificate of amendment to which the other duplicate original shall be
affixed.))
The
((certificate of amendment, together with the duplicate original)) 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.
Sec.
9. RCW 24.03.183
and 1986 c 240 s 29 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 document. 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 in duplicate 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.
((Duplicate
originals of)) 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:
(1)
Endorse on ((each duplicate original)) the articles the word
"Filed" and the date of the filing ((thereof));
(2)
File ((one duplicate original; and
(3)
Issue a restated certificate of incorporation, to which the other duplicate
original shall be affixed)) the restated articles.
((The
restated certificate of incorporation, together with the duplicate original))
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.
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.
10. RCW
24.03.200 and 1986 c 240 s 33 are each amended to read as follows:
(1)
Upon such approval, articles of merger or articles of consolidation shall be
executed ((in duplicate)) 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 writing signed 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)
((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, the secretary of state shall,
when all fees have been paid as in this chapter prescribed:
(a)
Endorse on ((each of such duplicate originals)) the articles of
merger or consolidation the word "Filed," and the date of the
filing ((thereof));
(b)
File ((one of such duplicate originals; and
(c)
Issue a certificate)) the articles of
merger or ((a certificate of)) consolidation ((to which the other
duplicate original shall be affixed)).
((The
certificate of merger or certificate of consolidation, together with the
duplicate original)) 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.
Sec.
11. RCW
24.03.245 and 1982 c 35 s 94 are each amended to read as follows:
((Duplicate
originals of such)) Articles of dissolution shall be delivered to
the secretary of state. 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:
(1)
Endorse on ((each of such duplicate originals)) the articles of
dissolution the word "Filed," and the effective date of the
filing ((thereof)).
(2)
File ((one of such duplicate originals.
(3)
Issue a certificate)) the articles of
dissolution ((to which the other duplicate original shall be affixed)).
The
((certificate)) exact or conformed copy of the articles of
dissolution, ((together with the duplicate original 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.
12. RCW
24.03.325 and 1986 c 240 s 45 are each amended to read as follows:
A
foreign corporation, in order to procure a certificate of authority to conduct
affairs in this state, shall make application therefor to the secretary of
state, which application shall set forth:
(1)
The name of the corporation and the state or country under the laws of which it
is incorporated.
(2)
If the name of the corporation contains the word "corporation,"
"company," "incorporated," or "limited," or
contains an abbreviation of one of such words, then the name of the corporation
which it elects for use in this state.
(3)
The date of incorporation and the period of duration of the corporation.
(4)
The address of the principal office of the corporation.
(5)
A statement that a registered agent has been appointed and the name and address
of such agent, and that a registered office exists and the address of such
registered office is identical to that of the registered agent.
(6)
The purpose or purposes of the corporation which it proposes to pursue in
conducting its affairs in this state.
(7)
The names and respective addresses of the directors and officers of the
corporation.
(8)
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.
The
application shall be made in the form prescribed by the secretary of state and
shall be executed ((in duplicate)) 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.
13. RCW
24.03.330 and 1986 c 240 s 46 are each amended to read as follows:
((Duplicate
originals of)) The application of the corporation for a certificate
of authority shall be delivered to the secretary of state.
If
the secretary of state finds that such application conforms to law, the
secretary of state shall, when all fees have been paid as in this chapter
prescribed:
(1)
Endorse on each of such documents the word "Filed," and the date of
the filing ((thereof)).
(2)
File ((one of such duplicate originals of)) the application and the copy
of the articles of incorporation and amendments thereto.
(3)
Issue a certificate of authority to conduct affairs in this state ((to which
the other duplicate original application shall be affixed)).
((The
certificate of authority, together with the duplicate original)) An
exact or conformed copy of the application bearing the filing
endorsement affixed thereto by the secretary of state, shall be returned to
the corporation or its representative.
Sec.
14. RCW
24.03.375 and 1982 c 35 s 105 are each amended to read as follows:
((Duplicate
originals of such)) An application for withdrawal shall be delivered
to the secretary of state. If the secretary of state finds that such
application conforms to the provisions of this chapter, the secretary of state
shall, when all requirements have been met as in this chapter prescribed:
(1)
Endorse on ((each of such duplicate originals)) the application
the word "Filed," and the effective date of the filing ((thereof)).
(2)
File ((one of such duplicate originals.
(3)
Issue a certificate of)) the application for
withdrawal ((to which the other duplicate original shall be affixed)).
((The
certificate of withdrawal, together with the duplicate original)) An
exact or conformed copy of the application for withdrawal bearing the
filing endorsement affixed thereto by the secretary of state, shall be
returned to the corporation or its representative. Upon the filing of such
application of withdrawal, the authority of the corporation to conduct affairs
in this state shall cease.
NEW
SECTION. Sec. 15. A
new section is added to chapter 25.15 RCW to read as follows:
Standards
for Electronic Filing. 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.
Sec.
16. RCW
25.15.020 and 1996 c 231 s 6 are each amended to read as follows:
(1)
Each 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 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 limited liability company,
which agent may be either an individual resident of this state whose business
office is identical with the limited liability company's registered office, or
a domestic corporation, limited partnership, or limited liability company, or a
foreign corporation, limited partnership, or limited liability company
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 filed with or as a part of the document first
appointing a registered agent.
(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:
(a)
The name of the 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 (1) 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.
(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 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
(2) of this section and recites that the limited liability company has been
notified of the change.
(4)
A registered agent 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 limited liability company at its principal
office. The agency appointment is terminated, and the registered office
discontinued is so provided, on the thirty-first day after the date on which
the statement was filed.
Sec.
17. RCW
25.15.085 and 2001 c 307 s 3 are each amended to read as follows:
(1)
Each document required by this chapter to be filed in the office of the
secretary of state shall be executed in the following manner, or in
compliance with the rules established to facilitate electronic filing under
section 15 of this act, except as set forth in RCW 25.15.105(4)(b):
(a)
Each original certificate of formation must be signed by the person or persons
forming the limited liability company;
(b)
A reservation of name may be signed by any person;
(c)
A transfer of reservation of name must be signed by, or on behalf of, the
applicant for the reserved name;
(d)
A registration of name must be signed by any member or manager of the foreign
limited liability company;
(e)
A certificate of amendment or restatement must be signed by at least one
manager, or by a member if management of the limited liability company is
reserved to the members;
(f)
A certificate of cancellation must be signed by the person or persons
authorized to wind up the limited liability company's affairs pursuant to RCW
25.15.295(1);
(g)
If a surviving domestic limited liability company is filing articles of merger,
the articles of merger must be signed 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, or corporation, the articles of merger
must be signed by a person authorized by such foreign limited liability
company, limited partnership, or corporation; and
(h)
A foreign limited liability company's application for registration as a foreign
limited liability company doing business within the state must be signed by any
member or manager of the foreign limited liability company.
(2)
Any person may sign a certificate, articles of merger, limited liability
company agreement, or other document by an attorney-in-fact or other person acting
in a valid representative capacity, so long as each document signed in such
manner identifies the capacity in which the signator signed.
(3)
The person executing the document shall sign it and state beneath or opposite
the signature the name of the person and capacity in which the person signs.
The document must be typewritten or printed, and must meet such legibility or
other standards as may be prescribed by the secretary of state.
(4) The execution of a certificate or articles of merger by any person
constitutes an affirmation under the penalties of perjury that the facts stated
therein are true.
Sec.
18. RCW
25.15.095 and 2001 c 307 s 4 are each amended to read as follows:
(1)
The original signed copy, together with a duplicate copy that may be either a
signed, photocopied, or conformed copy, of the certificate of formation or any
other document required to be filed pursuant to this chapter, except as set
forth under RCW 25.15.105 or unless a duplicate is not required under rules
adopted under section 15 of this act, shall be delivered to the secretary
of state. If the secretary of state determines that the documents conform to
the filing provisions of this chapter, he or she shall, when all required
filing fees have been paid:
(a)
Endorse on each signed original and duplicate copy the word "filed"
and the date of its acceptance for filing;
(b)
Retain the signed original in the secretary of state's files; and
(c)
Return the duplicate copy to the person who filed it or the person's
representative.
(2)
If the secretary of state is unable to make the determination required for
filing by subsection (1) of this section at the time any documents are
delivered for filing, the documents are deemed to have been filed at the time
of delivery if the secretary of state subsequently determines that:
(a)
The documents as delivered conform to the filing provisions of this chapter; or
(b)
Within twenty days after notification of nonconformance is given by the
secretary of state to the person who delivered the documents for filing or the
person's representative, the documents are brought into conformance.
(3)
If the filing and determination requirements of this chapter are not satisfied
completely within the time prescribed in subsection (2)(b) of this section, the
documents shall not be filed.
(4) Upon the filing of a certificate of amendment (or 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
(or judicial decree thereof) or restated certificate, as provided for therein,
the certificate of formation shall be amended or restated as set forth
therein. Upon the filing of a certificate of cancellation (or a judicial
decree thereof), or articles of merger which act as a certificate of
cancellation, or upon the future effective date or time of a certificate of
cancellation (or a judicial decree thereof) or of articles of merger which act
as a certificate of cancellation, as provided for therein, or as specified in
RCW 25.15.290, the certificate of formation is canceled.
Sec.
19. RCW
25.15.325 and 1998 c 102 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 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 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.
20. RCW
43.07.170 and 1982 c 35 s 191 are each amended to read as follows:
(1)
If the secretary of state determines that the public interest and the purpose
of the ((corporation)) filing and registration statutes
administered by the secretary of state would be best served by a filing system
utilizing microfilm, microfiche, ((or)) methods of reduced-format
document recording, or electronic or online filing, the secretary of
state may, by rule adopted under chapter 34.05 RCW, establish such a filing
system.
(2)
In connection ((therewith)) with a reduced-format filing system,
the secretary of state may eliminate any requirement for a duplicate original
filing copy, and may establish reasonable requirements concerning paper size, print
legibility, and quality for photo-reproduction processes as may be necessary to
ensure utility and readability of any reduced-format filing system.
(3)
In connection with an electronic or online filing system, the secretary of
state may eliminate any requirement for a duplicate original filing copy and
may establish reasonable requirements for electronic filing, including but not
limited to signature technology, file format and type, delivery, types of
filing that may be completed electronically, and methods for the return of
filed documents.
NEW
SECTION. Sec. 21.
Section captions used in this act are not part of the law.
