(1) A
corporation may revoke its dissolution within one hundred twenty
days of its effective date.
(2) Revocation of dissolution must be approved in the same
manner as the dissolution was approved unless that approval
permitted revocation upon approval by the board of directors
alone, in which event the board of directors may revoke the
dissolution without shareholder approval.
(3) After the revocation of dissolution is approved, the
corporation may revoke the dissolution by delivering to the
secretary of state for filing articles of revocation of
dissolution, together with a copy of its articles of dissolution,
that set forth:
(a) The name of the corporation and a statement that such
name satisfies the requirements of RCW 23B.04.010; if the name is
not available, the corporation must file articles of amendment
changing its name with the articles of revocation of dissolution;
(b) The effective date of the dissolution that was revoked;
(c) The date that the revocation of dissolution was
approved;
(d) If the corporation's board of directors, or
incorporators, revoked the dissolution, a statement to that
effect;
(e) If the corporation's board of directors revoked a
dissolution authorized by the shareholders, a statement that
revocation was permitted by action by the board of directors
alone pursuant to that authorization; and
(f) If shareholder approval was required to revoke the
dissolution, a statement that revocation of the dissolution was
duly approved by the shareholders in accordance with RCW 23B.14.040(2) [subsection (2) of this section] and 23B.14.020.
(4) Revocation of dissolution is effective upon the
effective date of the articles of revocation of dissolution.
(5) When the revocation of dissolution is effective, it
relates back to and takes effect as of the effective date of the
dissolution and the corporation resumes carrying on its business
as if dissolution had never occurred.
[2009 c 189 § 52; 1989 c 165 § 157.]