(1) At any time after dissolution is authorized under
RCW 23B.14.010 or 23B.14.020, the corporation may dissolve by
delivering to the secretary of state for filing:
(a) A copy of a revenue clearance certificate issued
pursuant to RCW 82.32.260; and
(b) Articles of dissolution setting forth:
(i) The name of the corporation;
(ii) The date dissolution was authorized; and
(iii) A statement that dissolution was duly authorized by
the initial directors, the incorporators, or the board of
directors in accordance with RCW 23B.14.010, or was duly proposed
by the board of directors and approved by the shareholders in
accordance with RCW 23B.14.020.
(2) A corporation is dissolved upon the effective date of
its articles of dissolution.
(3) A dissolved corporation shall, within thirty days after
the effective date of its articles of dissolution, publish notice
of its dissolution and request that persons with claims against
the dissolved corporation present them in accordance with the
notice. The notice must be published once a week for three
consecutive weeks in a newspaper of general circulation in the
county where the dissolved corporation's principal office (or, if
none in this state, its registered office) is or was last
located. The notice must also describe the information that must
be included in a claim, provide a mailing address where a claim
may be sent, and state that claims against the dissolved
corporation may be barred in accordance with the provisions of
this chapter if not timely asserted. A dissolved corporation's
failure to publish notice in accordance with this subsection does
not affect the validity or the effective date of its dissolution.
(4) For purposes of this chapter, "dissolved corporation"
means a corporation whose dissolution has been authorized in
accordance with RCW 23B.14.010 or 23B.14.020 and whose articles
of dissolution have become effective, and includes any trust or
other successor entity to which the remaining assets of such a
corporation are transferred subject to its liabilities for
purposes of liquidation in accordance with RCW 23B.14.050.
[2006 c 52 § 7; 1989 c 165 § 156.]