BILL REQ. #: Z-0644.5
| State of Washington | 62nd Legislature | 2012 Regular Session |
Read first time 01/16/12. Referred to Committee on Judiciary.
AN ACT Relating to social purpose corporations; amending RCW 23B.01.400 and 23B.04.010; and adding a new chapter to Title 23B RCW.
BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF WASHINGTON:
NEW SECTION. Sec. 1 (1) Any corporation may elect to be governed
as a social purpose corporation by one of the following means:
(a) One or more persons may act as incorporator or incorporators of
a social purpose corporation by delivering articles of incorporation
that conform to the requirements of this chapter to the secretary of
state for filing; or
(b) Any corporation which is not a social purpose corporation may
elect to become a social purpose corporation by complying with section
14 of this act.
(2) Any social purpose corporation may elect to cease to be
governed as a social purpose corporation by complying with section 15
of this act.
NEW SECTION. Sec. 2 (1) Except as otherwise expressly stated in
this chapter, the provisions of this title and all powers, rights, and
obligations thereunder shall apply to social purpose corporations
organized under this chapter, and references in this title to the term
"corporation" shall be read to include social purpose corporations
organized under this chapter.
(2) Subject to any limitations contained in the articles of
incorporation, a social purpose corporation may engage in any lawful
business under RCW 23B.03.010.
NEW SECTION. Sec. 3 Every corporation governed by this chapter
must be organized to carry out its business purpose under RCW
23B.03.010 in a manner intended to promote positive short-term or
long-term effects of, or minimize adverse short-term or long-term
effects of, the corporation's activities upon any or all of (1) the
corporation's employees, suppliers, or customers; (2) the local, state,
national, or world community; or (3) the environment.
NEW SECTION. Sec. 4 In addition to the general social purpose
set forth in section 3 of this act, every corporation governed by this
chapter may have one or more specific social purposes for which the
corporation is organized.
NEW SECTION. Sec. 5 (1) In addition to the matters required to
be set forth in the articles of incorporation pursuant to RCW
23B.02.020 (1) and (2), the articles of incorporation of a social
purpose corporation must set forth:
(a) A corporate name for the social purpose corporation that
contains the words "social purpose corporation" or "SPC" as an
abbreviation of those words;
(b) A statement that the corporation is organized as a social
purpose corporation governed by this chapter;
(c) A statement setting forth the general social purpose or
purposes for which the corporation is organized pursuant to section 3
of this act; and
(d) If the corporation has designated one or more specific social
purpose or purposes pursuant to section 4 of this act, a statement
setting forth such specific social purpose or purposes.
(2) In addition to the matters that must be set forth in the
articles of incorporation in accordance with subsection (1) of this
section and the provisions that may be set forth in the articles of
incorporation pursuant to RCW 23B.02.020 (5) and (6), the articles of
incorporation of a social purpose corporation may contain the following
provisions:
(a) A provision requiring the corporation's directors or officers
to consider the impacts of any corporate action or proposed corporate
action upon one or more of the social purposes of the corporation;
(b) A provision requiring the corporation to furnish to the
shareholders an assessment of the overall performance of the
corporation with respect to its social purpose or purposes, prepared in
accordance with a third-party standard;
(c) A provision requiring, for any or all corporate actions, the
vote of a larger proportion or of all of the shares of any class or
series, or the vote or quorum for taking action of a larger proportion
or of all of the directors, than is otherwise required by this title or
this chapter;
(d) A provision requiring the approval of the shareholders for any
corporate action, even though not otherwise required by this title; and
(e) A provision limiting the duration of the corporation's
existence to a specified date.
NEW SECTION. Sec. 6 (1) A director of a social purpose
corporation shall discharge the duties of a director, including duties
as a member of any committee of the board upon which the director may
serve, in good faith, with the care an ordinarily prudent person in a
like position would exercise under similar circumstances, and in a
manner the director reasonably believes to be in the best interests of
the corporation in accordance with RCW 23B.08.300.
(2) Unless the articles of incorporation provide otherwise, in
discharging his or her duties as a director, the director of a social
purpose corporation may consider and give weight to one or more of the
social purposes of the corporation as the director deems relevant.
(3) Any action taken as a director of a social purpose corporation,
or any failure to take any action, that the director reasonably
believes is intended to promote one or more of the social purposes of
the corporation shall be deemed to be in the best interests of the
corporation.
(4) A director of a social purpose corporation is not liable for
any action taken as a director, or any failure to take any action, if
the director performed the duties of the director's office in
compliance with this section.
(5) Nothing in this chapter creates any liability or grants any
right in or for any person or any cause of action by or for any person,
and a director shall not be responsible to any party other than the
corporation and its shareholders.
(6) Nothing in this chapter alters the general standards for any
director of a corporation that is not a social purpose corporation.
NEW SECTION. Sec. 7 (1) An officer of a social purpose
corporation with discretionary authority shall discharge the officer's
duties under that authority in good faith, with the care an ordinarily
prudent person in a like position would exercise under similar
circumstances, and in a manner the officer reasonably believes to be in
the best interests of the corporation in accordance with RCW
23B.08.420.
(2) Unless the articles of incorporation provide otherwise, in
discharging his or her duties as an officer, the officer of a social
purpose corporation may consider and give weight to one or more of the
social purposes of the corporation as the officer deems relevant.
(3) Any action taken as an officer of a social purpose corporation,
or any failure to take any action, that the officer reasonably believes
is intended to promote one or more of the social purposes of the
corporation shall be deemed to be in the best interests of the
corporation.
(4) An officer of a social purpose corporation is not liable for
any action taken as an officer, or any failure to take any action, if
the officer performed the duties of the officer's office in compliance
with this section.
(5) Nothing in this chapter creates any liability or grants any
right in or for any person or any cause of action by or for any person,
and an officer shall not be responsible to any party other than the
corporation and its shareholders.
(6) Nothing in this chapter alters the general standards for any
officer of a corporation that is not a social purpose corporation.
NEW SECTION. Sec. 8 (1) Shares issued by a social purpose
corporation may but need not be represented by certificates.
(2) If shares are represented by certificates, in addition to the
information required on certificates by RCW 23B.06.250 (2) and (3),
each share certificate must state on its face the following language in
a conspicuous manner:
"This entity is a social purpose corporation organized under Title 23B RCW of the Washington business corporation act. The articles of incorporation of this corporation state one or more social purposes of this corporation. The corporation will furnish the shareholder this information without charge on request in writing."
NEW SECTION. Sec. 9 (1) No proceeding may be instituted or
maintained in the right of any social purpose corporation under this
title by any party other than a shareholder of the social purpose
corporation.
(2) A person may not commence a proceeding in the right of a social
purpose corporation unless the person was a shareholder of the
corporation when the transaction complained of occurred or unless the
person became a shareholder through transfer by operation of law from
one who was a shareholder at that time.
(3) Any proceeding instituted or maintained in the right of
a social purpose corporation must comply with the procedure set forth
in RCW 23B.07.400.
NEW SECTION. Sec. 10 If a proposed amendment to a social purpose
corporation's articles of incorporation would materially change one or
more of the social purposes of the corporation, in addition to approval
in accordance with RCW 23B.10.030, the amendment to be adopted must be
approved by two-thirds of the voting group comprising all the votes
entitled to be cast on the proposed amendment, and by two-thirds of the
holders of the outstanding shares of each class or series, voting as
separate voting groups, and of each other voting group entitled under
the articles of incorporation to vote separately on the proposed
amendment. The articles of incorporation may require a greater vote
than that provided for in this section.
NEW SECTION. Sec. 11 (1) In addition to approval in accordance
with RCW 23B.11.030, a plan of merger or share exchange pursuant to
which a social purpose corporation would not be the surviving
corporation must be approved by two-thirds of the voting group
comprising all the votes of the corporation entitled to be cast on the
plan, and by two-thirds of the holders of the outstanding shares of
each class or series, voting as separate voting groups, and of each
other voting group entitled under the articles of incorporation to vote
separately on the proposed plan. The articles of incorporation may
require a greater vote than that provided for in this subsection.
(2) The additional approval described in subsection (1) of this
section is not required if the surviving corporation of the plan of
merger or share exchange is a social purpose corporation governed by
this chapter and includes a specific social purpose or purposes that do
not materially differ from the disappearing corporation's specific
social purpose or purposes, if any.
NEW SECTION. Sec. 12 (1) In addition to approval in accordance
with RCW 23B.12.020, a proposed transaction in which the social purpose
corporation is to sell, lease, exchange, or otherwise dispose of all,
or substantially all, of its property, otherwise than in the usual and
regular course of business, must be approved by two-thirds of the
voting group comprising all the votes entitled to be cast on the
transaction, and by two-thirds of the holders of the outstanding shares
of each class or series, voting as separate voting groups, and of each
other voting group entitled under the articles of incorporation to vote
separately on the proposed transaction. The articles of incorporation
may require a greater vote than that provided for in this section.
(2) The additional approval described in subsection (1) of this
section is not required if the acquirer of such property is a social
purpose corporation governed by this chapter and includes a specific
social purpose or purposes that do not materially differ from the
disposing corporation's specific social purpose or purposes, if any.
NEW SECTION. Sec. 13 In addition to the corporate actions set
forth in RCW 23B.13.020(1), a shareholder is entitled to dissent from,
and obtain payment of the fair value of the shareholder's shares in the
event of, any of the following corporate actions:
(1) An election by a corporation to become a social purpose
corporation, which has become effective, to which the corporation is a
party if shareholder approval was required for the election by section
14 of this act or the articles of incorporation;
(2) An election to cease to be a social purpose corporation, which
has become effective, to which the corporation is a party if
shareholder approval was required for the election by section 15 of
this act or the articles of incorporation, and the shareholder was
entitled to vote on the election; and
(3) An amendment of the social purpose corporation's articles of
incorporation that would materially change one or more of the social
purposes of the corporation.
NEW SECTION. Sec. 14 (1) Any corporation that is not a social
purpose corporation may elect to become a social purpose corporation
if, pursuant to the proposed election, each of the following conditions
are met:
(a) Each share of the same class or series of the electing
corporation shall, unless all shareholders of the class or series
consent, be treated equally with respect to any cash, rights,
securities, or other property to be received by, or any obligations or
restrictions to be imposed on, the holder of that share;
(b) The board of directors of the electing corporation must
recommend the election to the shareholders, unless the board of
directors determines that because of conflict of interest or other
special circumstances it should make no recommendation and communicates
the basis for its determination to the shareholders with the proposed
election; and
(c) In addition to any other voting conditions imposed by the board
of directors under subsection (2) of this section, the election must be
approved by an affirmative vote of at least two-thirds of the voting
group comprising all the votes of the electing corporation's
shareholders entitled to be cast on the corporate action, and by
two-thirds of the holders of the outstanding shares of each class or
series, voting as separate voting groups, and each other voting group
entitled under the articles of incorporation to vote separately on the
corporate action.
(2) The board of directors of a corporation electing to become a
social purpose corporation may condition its submission of the proposed
election on any basis, including the affirmative vote of holders of a
specified percentage of shares held by any group of shareholders not
otherwise entitled to vote as a separate group on the proposed
election.
(3) To elect to become a social purpose corporation, an electing
corporation must amend its articles of incorporation to include the
matters required to be set forth in the articles of incorporation
pursuant to section 5(1) of this act.
(4) After an election to become a social purpose corporation is
approved, and at any time prior to filing the articles of amendment to
amend the electing corporation's articles of incorporation in
compliance with subsection (3) of this section, the planned election
may be abandoned by the electing corporation, subject to any
contractual rights, without further shareholder approval, in the manner
determined by the board of directors.
(5) The election to become a social purpose corporation shall be
effective upon the later of the filing of the articles of amendment
with the secretary of state or the effective date or time set forth in
the articles of amendment.
(6) Upon the effective time of the election to become a social
purpose corporation, the electing corporation shall thereafter be a
social purpose corporation and shall be subject to all of the
provisions of this chapter and the existence of the social purpose
corporation shall be deemed to have commenced on the date the electing
corporation was incorporated.
(7) The election to become a social purpose corporation shall not
be deemed to affect any obligations or liabilities of the electing
corporation incurred prior to its election to become a social purpose
corporation or the personal liability of any person incurred prior to
such election.
NEW SECTION. Sec. 15 (1) Any social purpose corporation may
elect to cease to be a social purpose corporation if, pursuant to the
proposed election, each of the following conditions are met:
(a) Each share of the same class or series of the electing social
purpose corporation shall, unless all shareholders of the class or
series consent, be treated equally with respect to any cash, rights,
securities, or other property to be received by, or any obligations or
restrictions to be imposed on, the holder of that share;
(b) The board of directors of the electing social purpose
corporation must recommend the election to the shareholders, unless the
board of directors determines that because of conflict of interest or
other special circumstances it should make no recommendation and
communicates the basis for its determination to the shareholders with
the proposed election; and
(c) In addition to any other voting conditions imposed by the board
of directors under subsection (2) of this section, the election must be
approved by an affirmative vote of at least two-thirds of the voting
group comprising all the votes of the electing social purpose
corporation's shareholders entitled to be cast on the corporate action,
and by two-thirds of the holders of the outstanding shares of each
class or series, voting as separate voting groups, and each other
voting group entitled under the articles of incorporation to vote
separately on the corporate action.
(2) The board of directors of a social purpose corporation electing
to cease to be a social purpose corporation may condition its
submission of the proposed election on any basis, including the
affirmative vote of holders of a specified percentage of shares held by
any group of shareholders not otherwise entitled to vote as a separate
group on the proposed election.
(3) To elect to cease to be a social purpose corporation, an
electing social purpose corporation must amend its articles of
incorporation to remove the matters required to be set forth in the
articles of incorporation pursuant to section 5(1) (a) and (b) of this
act.
(4) After an election to cease to be a social purpose corporation
is approved, and at any time prior to the filing of the articles of
amendment to amend the electing social purpose corporation's articles
of incorporation in compliance with subsection (3) of this section, the
planned election may be abandoned by the electing social purpose
corporation, subject to any contractual rights, without further
shareholder approval, in the manner determined by the board of
directors.
(5) The election to cease to be a social purpose corporation shall
be effective upon the later of the filing of the articles of amendment
with the secretary of state or the effective date or time set forth in
the articles of amendment.
(6) Upon the effective time of the election to cease to be a social
purpose corporation, the electing social purpose corporation shall
thereafter be a corporation which is not a social purpose corporation
and shall be subject to all of the provisions of this title applicable
to corporations generally and the existence of the corporation shall be
deemed to have commenced on the date the electing social purpose
corporation was incorporated.
(7) The election to cease to be a social purpose corporation shall
not be deemed to affect any obligations or liabilities of the electing
social purpose corporation incurred prior to its election to cease to
be a social purpose corporation or the personal liability of any person
incurred prior to such election.
NEW SECTION. Sec. 16 (1) The board of directors of a social
purpose corporation shall cause a social purpose report to be furnished
to the shareholders by making such report publicly accessible, free of
charge, at the corporation's principal internet web site address, not
later than four months after the close of the corporation's fiscal
year, and such report shall remain available on that web site through
the end of the corporation's fiscal year.
(2) The social purpose report shall include a narrative discussion
concerning the social purpose or purposes of the corporation, including
the corporation's efforts intended to promote its social purpose or
purposes. The narrative discussion may include the following
information:
(a) Identification and discussion of the short-term and long-term
objectives of the corporation relating to its social purpose or
purposes;
(b) Identification and discussion of the material actions taken by
the corporation during the fiscal year to achieve its social purpose or
purposes;
(c) Identification of material actions that the corporation expects
to take in the future with respect to achievement of its social purpose
or purposes; and
(d) A description of the financial, operating, or other measures
used by the corporation during the fiscal year for evaluating its
performance in achieving its social purpose or purposes.
(3) The requirements of subsection (1) of this section shall be
satisfied if a social purpose corporation with an outstanding class of
securities registered under section 12 of the securities exchange act
of 1934 both complies with section 240.14a-16 of Title 17 of the code
of federal regulations, as amended from time to time, with respect to
the obligation of a corporation to furnish an annual report to
shareholders pursuant to section 240.14a-3(b) of Title 17 of the code
of federal regulations, and includes the information required by
subsection (2) of this section in the annual report.
(4) The failure to furnish to shareholders a social purpose report
required by subsection (1) of this section does not affect the validity
of any corporate action.
(5) The superior court of the county in which the social purpose
corporation's registered office is located may, after notice to the
corporation, summarily order a social purpose report to be furnished to
shareholders on application of any shareholder of a social purpose
corporation if a social purpose report was not furnished to
shareholders for at least two consecutive fiscal years.
Sec. 17 RCW 23B.01.400 and 2009 c 189 s 1 are each amended to
read as follows:
Unless the context clearly requires otherwise, the definitions in
this section apply throughout this title.
(1) "Articles of incorporation" include amended and restated
articles of incorporation and articles of merger.
(2) "Authorized shares" means the shares of all classes a domestic
or foreign corporation is authorized to issue.
(3) "Conspicuous" means so prepared that a reasonable person
against whom the record is to operate should have noticed it. For
example, printing in italics or boldface or contrasting color, or
typing in capitals or underlined, is conspicuous.
(4) "Corporate action" means any resolution, act, policy, contract,
transaction, plan, adoption or amendment of articles of incorporation
or bylaws, or other matter approved by or submitted for approval to a
corporation's incorporators, board of directors or a committee thereof,
or shareholders.
(5) "Corporation" or "domestic corporation" means a corporation for
profit, including a social purpose corporation, which is not a foreign
corporation, incorporated under or subject to the provisions of this
title.
(6) "Deliver" includes (a) mailing, (b) for purposes of delivering
a demand, consent, notice, or waiver to the corporation or one of its
officers, directors, or shareholders, transmission by facsimile
equipment, and (c) for purposes of delivering a demand, consent,
notice, or waiver to the corporation or one of its officers, directors,
or shareholders under RCW 23B.01.410 or chapter 23B.07, 23B.08, 23B.11,
23B.13, 23B.14, or 23B.16 RCW delivery by electronic transmission.
(7) "Distribution" means a direct or indirect transfer of money or
other property, except its own shares, or incurrence of indebtedness by
a corporation to or for the benefit of its shareholders in respect to
any of its shares. A distribution may be in the form of a declaration
or payment of a dividend; a distribution in partial or complete
liquidation, or upon voluntary or involuntary dissolution; a purchase,
redemption, or other acquisition of shares; a distribution of
indebtedness; or otherwise.
(8) "Effective date of notice" has the meaning provided in RCW
23B.01.410.
(9) "Electronic transmission" means an electronic communication (a)
not directly involving the physical transfer of a record in a tangible
medium and (b) that may be retained, retrieved, and reviewed by the
sender and the recipient thereof, and that may be directly reproduced
in a tangible medium by such a sender and recipient.
(10) "Electronically transmitted" means the initiation of an
electronic transmission.
(11) "Employee" includes an officer but not a director. A director
may accept duties that make the director also an employee.
(12) "Entity" includes a corporation and foreign corporation, not-for-profit corporation, business trust, estate, trust, partnership,
limited liability company, association, joint venture, two or more
persons having a joint or common economic interest, the state, United
States, and a foreign governmental subdivision, agency, or
instrumentality, or any other legal or commercial entity.
(13) "Execute," "executes," or "executed" means (a) signed with
respect to a written record or (b) electronically transmitted along
with sufficient information to determine the sender's identity with
respect to an electronic transmission, or (c) with respect to a record
to be filed with the secretary of state, in compliance with the
standards for filing with the office of the secretary of state as
prescribed by the secretary of state.
(14) "Foreign corporation" means a corporation for profit
incorporated under a law other than the law of this state.
(15) "Foreign limited partnership" means a partnership formed under
laws other than of this state and having as partners one or more
general partners and one or more limited partners.
(16) "General social purpose" means the general social purpose for
which a social purpose corporation is organized as set forth in the
articles of incorporation of the corporation in accordance with section
5(1)(c) of this act.
(17) "Governmental subdivision" includes authority, county,
district, and municipality.
(((17))) (18) "Includes" denotes a partial definition.
(((18))) (19) "Individual" includes the estate of an incompetent or
deceased individual.
(((19))) (20) "Limited partnership" or "domestic limited
partnership" means a partnership formed by two or more persons under
the laws of this state and having one or more general partners and one
or more limited partners.
(((20))) (21) "Means" denotes an exhaustive definition.
(((21))) (22) "Notice" has the meaning provided in RCW 23B.01.410.
(((22))) (23) "Person" means an individual, corporation, business
trust, estate, trust, partnership, limited liability company,
association, joint venture, government, governmental subdivision,
agency, or instrumentality, or any other legal or commercial entity.
(((23))) (24) "Principal office" means the office, in or out of
this state, so designated in the annual report where the principal
executive offices of a domestic or foreign corporation are located.
(((24))) (25) "Proceeding" includes civil suit and criminal,
administrative, and investigatory action.
(((25))) (26) "Public company" means a corporation that has a class
of shares registered with the federal securities and exchange
commission pursuant to section 12 or 15 of the securities exchange act
of 1934, or section 8 of the investment company act of 1940, or any
successor statute.
(((26))) (27) "Record" means information inscribed on a tangible
medium or contained in an electronic transmission.
(((27))) (28) "Record date" means the date established under
chapter 23B.07 RCW on which a corporation determines the identity of
its shareholders and their shareholdings for purposes of this title.
The determinations shall be made as of the close of business on the
record date unless another time for doing so is specified when the
record date is fixed.
(((28))) (29) "Secretary" means the corporate officer to whom the
board of directors has delegated responsibility under RCW 23B.08.400(3)
for custody of the minutes of the meetings of the board of directors
and of the shareholders and for authenticating records of the
corporation.
(((29))) (30) "Shares" means the units into which the proprietary
interests in a corporation are divided.
(((30))) (31) "Shareholder" means the person in whose name shares
are registered in the records of a corporation or the beneficial owner
of shares to the extent of the rights granted by a nominee certificate
on file with a corporation.
(((31))) (32) "Social purpose" includes any general social purpose
and any specific social purpose.
(33) "Social purpose corporation" means a corporation that has
elected to be governed as a social purpose corporation under chapter
23B.--- RCW (the new chapter created in section 19 of this act).
(34) "Specific social purpose" means the specific social purpose or
purposes for which a social purpose corporation is organized as set
forth in the articles of incorporation of the corporation in accordance
with section 5(2)(a) of this act.
(35) "State," when referring to a part of the United States,
includes a state and commonwealth, and their agencies and governmental
subdivisions, and a territory and insular possession, and their
agencies and governmental subdivisions, of the United States.
(((32))) (36) "Subscriber" means a person who subscribes for shares
in a corporation, whether before or after incorporation.
(((33))) (37) "Tangible medium" means a writing, copy of a writing,
or facsimile, or a physical reproduction, each on paper or on other
tangible material.
(((34))) (38) "United States" includes a district, authority,
bureau, commission, department, and any other agency of the United
States.
(((35))) (39) "Voting group" means all shares of one or more
classes or series that under the articles of incorporation or this
title are entitled to vote and be counted together collectively on a
matter at a meeting of shareholders. All shares entitled by the
articles of incorporation or this title to vote generally on the matter
are for that purpose a single voting group.
(((36))) (40) "Writing" does not include an electronic
transmission.
(((37))) (41) "Written" means embodied in a tangible medium.
Sec. 18 RCW 23B.04.010 and 1998 c 102 s 1 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 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 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 25.10 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; and
(ix) The name or reserved name of a social purpose corporation
registered under chapter 23B.--- RCW (the new chapter created in
section 19 of this act).
(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, 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:
(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 any of the following designations for the same
name: "Corporation," "incorporated," "company," "limited,"
"partnership," "limited partnership," "limited liability company,"
((or)) "limited liability partnership," or "social purpose
corporation," or the abbreviations "corp.," "inc.," "co.," "ltd.,"
"LP," "L.P.," "LLP," "L.L.P.," "LLC," ((or)) "L.L.C." "SPC," or
"S.P.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.
NEW SECTION. Sec. 19 Sections 1 through 16 of this act
constitute a new chapter in Title