Failure of the corporation to file its annual report
within the time required shall not derogate from the rights of
its creditors, or prevent the corporation from being sued and
from defending lawsuits, nor shall it release the corporation
from any of the duties or liabilities of a corporation under law.
A corporation shall be dissolved by the secretary of state
upon the conditions prescribed in this section when the
corporation:
(1) Has failed to file or complete its annual report within
the time required by law;
(2) Has failed for thirty days to appoint or maintain a
registered agent in this state; or
(3) Has failed for thirty days, after change of its
registered agent or registered office, to file in the office of
the secretary of state a statement of such change.
A corporation shall not be dissolved under this section
unless the secretary of state has given the corporation not less
than sixty days' notice of its delinquency or omission, by
first-class mail, postage prepaid, addressed to the registered
office, or, if there is no registered office, to the last known
address of any officer or director as shown by the records of the
secretary of state, and unless the corporation has failed to
correct the omission or delinquency before expiration of the
sixty-day period.
When a corporation has given cause for dissolution under
this section, and has failed to correct the delinquency or
omission as provided in this section, the secretary of state
shall dissolve the corporation by issuing a certificate of
involuntary dissolution containing a statement that the
corporation has been dissolved and the date and reason for which
it was dissolved. The original certificate of involuntary
dissolution shall be filed in the records of the secretary of
state, and a copy of the certificate shall forthwith be mailed to
the corporation at its registered office or, if there is no
registered office, to the last known address of the corporation
or any officer, director, or incorporator of the corporation, as
shown by the records of the secretary of state. Upon the filing
of the certificate of involuntary dissolution, the existence of
the corporation shall cease, except as otherwise provided in this
chapter, and its name shall be available to and may be adopted by
another corporation after the dissolution.
A corporation which has been dissolved by operation of this
section may be reinstated within a period of three years
following its dissolution if it completes and files a current
annual report for the current reinstatement year or it appoints
or maintains a registered agent, or files a required statement of
change of registered agent or registered office and in addition
pays the reinstatement fee as set by rule by the secretary of
state, plus the full amount of all annual fees that would have
been assessed for the years of administrative dissolution had the
corporation been in active status, including the reinstatement
year plus any penalties as established by rule by the secretary
of state. If during the period of dissolution another person or
corporation has reserved or adopted a corporate name which is
identical or deceptively similar to the dissolved corporation's
name, the dissolved corporation seeking reinstatement shall be
required to adopt another name consistent with the requirements
of this chapter and to amend its articles accordingly. When a
corporation has been dissolved by operation of this section,
remedies available to or against it shall survive in the manner
provided by RCW 24.06.335 and thereafter the directors of the
corporation shall hold title to the property of the corporation
as trustees for the benefit of its creditors and shareholders.
[1994 c 287 § 10; 1993 c 356 § 18; 1982 c 35 § 141; 1973 c 70 § 1; 1969 ex.s. c 120 § 58.]
NOTES:
Effective date -- 1993 c 356: See note following RCW 24.03.046.
Intent -- Severability -- Effective dates -- Application -- 1982 c 35: See notes following RCW 43.07.160.