BILL REQ. #:  Z-0029.5 

Prefiled 12/17/10. Read first time 01/10/11.   Referred to Committee on Judiciary.

     AN ACT Relating to the use of electronic signatures and notices; and amending RCW 19.09.085, 19.34.231, 23B.01.500, 23B.01.510, 24.03.400, 24.06.445, and 24.12.051.

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

Sec. 1   RCW 19.09.085 and 2007 c 471 s 6 are each amended to read as follows:
     (1) Registration under this chapter shall be effective for one year or longer, as established by the secretary.
     (2) Reregistration required under RCW 19.09.075 or 19.09.079 shall be submitted to the secretary no later than the date established by the secretary by rule.
     (3) Entities required to register under this chapter shall file a notice of change of information within thirty days of any change in the information contained in RCW 19.09.075 (1) through (9) or 19.09.079 (1) through (7).
     (4) The secretary shall notify entities registered under this chapter of the need to reregister upon the expiration of their current registration. The notification ((shall)) may be by postal or electronic mail, sent at least sixty days prior to the expiration of their current registration. Failure to register shall not be excused by a failure of the secretary to ((mail)) send the notice or by an entity's failure to receive the notice.

Sec. 2   RCW 19.34.231 and 1999 c 287 s 12 are each amended to read as follows:
     (1) If a signature of a unit of state or local government, including its appropriate officers or employees, is required by statute, administrative rule, court rule, or requirement of the office of financial management, that unit of state or local government ((shall)) may become a subscriber to a certificate issued by a licensed certification authority for purposes of conducting official public business with electronic records.
     (2) A city or county may become a licensed certification authority under RCW 19.34.100 for purposes of providing services to local government, if authorized by ordinance adopted by the city or county legislative authority.
     (3) A unit of state government, except the secretary and the department of information services, may not act as a certification authority.

Sec. 3   RCW 23B.01.500 and 1989 c 165 s 16 are each amended to read as follows:
     Not less than thirty nor more than ninety days prior to July 1st of each year or to the expiration date of any staggered yearly license, the secretary of state shall send, by postal or electronic mail as elected by the domestic corporation, to each domestic corporation, at its registered office within the state, ((by first-class mail,)) or to an electronic address designated by the corporation in a record retained by the secretary of state, a notice that its annual license fee must be paid and its annual report must be filed as required by this title, and stating that if any domestic corporation ((shall)) fails to pay its annual license fee or to file its annual report it ((shall be)) is dissolved and ceases to exist. Failure of the secretary of state to ((mail)) provide any such notice ((shall)) does not relieve a corporation from its obligations to pay the annual license fees and to file the annual reports required by this title.

Sec. 4   RCW 23B.01.510 and 1990 c 178 s 3 are each amended to read as follows:
     Not less than thirty nor more than ninety days prior to July 1st of each year or to the expiration date of any staggered yearly license, the secretary of state shall send by postal or electronic mail, as elected by the foreign corporation, to each foreign corporation qualified to do business in this state, ((by first-class mail)) addressed to its registered office within this state, or to an electronic address designated by the corporation in a record retained by the secretary of state, a notice that its annual license fee must be paid and its annual report must be filed as required by this title, and stating that if it ((shall)) fails to pay its annual license fee or to file its annual report its certificate of authority to transact business within this state may be revoked. Failure of the secretary of state to ((mail)) send any such notice ((shall)) does not relieve a corporation from its obligations to pay the annual license fees and to obtain or file the annual reports required by this title.

Sec. 5   RCW 24.03.400 and 1993 c 356 s 11 are each amended to read as follows:
     Not less than thirty days prior to a corporation's renewal date, or by December 1 of each year for a nonstaggered renewal, the secretary of state shall ((mail)) send to each domestic and foreign corporation, by ((first-class mail addressed to its registered office)) postal or electronic mail, as elected by the domestic or foreign corporation, addressed to its registered office or to an electronic address designated by the corporation in a record retained by the secretary of state, a notice that its annual or biennial report must be filed as required by this chapter, and stating that if it fails to file its annual or biennial report it ((shall be)) is dissolved or its certificate of authority revoked, as the case may be. Failure of the secretary of state to ((mail)) send any such notice ((shall)) does not relieve a corporation from its obligation to file the annual or biennial reports required by this chapter.
     Such report of a domestic or foreign corporation shall be delivered to the secretary of state between the first day of January and the first day of March of each year, or on an annual or biennial renewal date as the secretary of state may establish. The secretary of state may adopt rules to establish biennial reporting dates and to stagger reporting dates.
     If the secretary of state finds that such report substantially conforms to the requirements of this chapter, the secretary of state shall file the same.

Sec. 6   RCW 24.06.445 and 1993 c 356 s 23 are each amended to read as follows:
     An annual or biennial report of each domestic or foreign corporation shall be delivered to the secretary of state between the first day of January and the first day of March of each year or on such annual or biennial renewal date as the secretary of state may establish. The secretary of state may adopt rules to establish biennial reporting dates and to stagger reporting dates. Proof to the satisfaction of the secretary of state that the report was deposited in the United States mails, in a sealed envelope, properly addressed to the secretary of state, with postage prepaid thereon, prior to the corporation's annual or biennial renewal date, shall be deemed compliance with this requirement.
     If the secretary of state finds that a report substantially conforms to the requirements of this chapter, the secretary of state shall file the same.
     Failure of the secretary of state to ((mail)) send any such notice shall not relieve a corporation from its obligation to file the annual reports required by this chapter.

Sec. 7   RCW 24.12.051 and 2009 c 437 s 14 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 ((mail)) send to each corporation sole, by ((first-class)) 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 that its annual report must be filed as required by this chapter, and stating that if it fails to file its annual report it shall be dissolved or its certificate of authority revoked, as the case may be. Failure of the secretary of state to ((mail)) send the notice does not relieve a corporation sole from its obligation to file the annual reports required by this chapter.
     (2)(a) The report of a corporation sole shall be delivered to the secretary of state on an annual renewal date as the secretary of state may establish. The secretary of state may adopt rules to establish biennial reporting dates and to stagger reporting dates.
     (b) If the secretary of state finds that the report substantially conforms to the requirements of this chapter, the secretary of state shall file that report.