Legislative Changes in Washington Take Effect This Month

Posted by Incserv
July 18, 2017

Incorporating Services, Ltd. (Incserv) is an active member of the National Public Records Research Association (NPRRA).  One of the many benefits of this membership is the continuous flow of information from other members regarding changes in policy, law and processing of public records searching and filing across the US. We received the below information from the NPRRA.

Washington has enacted the following business entity legislation (Laws of 2017), effective July 23, 2017.  Amendments relevant to corporate services:

Senate Bill 5011

Business Corporation Act Amendments:

  • Authorizes ratification of defective corporate acts, including over-issuances of stock, with a related required filing of a Articles of Validation if the defective act that is validated required a filing to be made.
  • Authorizes parent/subsidiary mergers with a subsidiary surviving (i.e. downstream short form mergers).

The Bill may be accessed at http://lawfilesext.leg.wa.gov/biennium/2017-18/Pdf/Bills/Senate%20Passed%20Legislature/5011.PL.pdf

Senate Bill 5040

Business Organizations Code Amendments:

  • Revises contents of foreign entity status certificates issued by the Secretary of State.
  • Revises contents of business corporation Annual Reports.
  • Clarifies that the tax clearance requirement upon foreign withdrawal applies to only foreign corporations.

Partnership Law Amendment:

  • Requires LLPs to file an Annual Report instead of an Annual Notice.

The Bill may be accessed at http://lawfilesext.leg.wa.gov/biennium/2017-18/Pdf/Bills/Senate%20Passed%20Legislature/5040.PL.pdf