24.06.275 - Articles of dissolution. - Washington Statutes

Articles of dissolution.

If voluntary dissolution proceedings have not been revoked, then after all debts, liabilities and obligations of the corporation shall have been paid and discharged, or adequate provision shall have been made therefor, and all of the remaining property and assets of the corporation shall have been transferred, conveyed or distributed in accordance with the provisions of this chapter, articles of dissolution shall be executed in duplicate by the corporation, by an officer of the corporation; and such statement shall set forth:

     (1) The name of the corporation.

     (2) The date of the meeting of members or shareholders at which the resolution to dissolve was adopted, certifying that:

     (a) A quorum was present at such meeting;

     (b) Such resolution received at least two-thirds of the votes which members and shareholders present in person or by mail or by electronic transmission at such meeting or represented by proxy were entitled to cast or was adopted by a consent in writing signed by all members and shareholders;

     (c) All debts, obligations, and liabilities of the corporation have been paid and discharged or that adequate provision has been made therefor;

     (d) All the remaining property and assets of the corporation have been transferred, conveyed or distributed in accordance with the provisions of this chapter;

     (e) There are no suits pending against the corporation in any court or, if any suits are pending against it, that adequate provision has been made for the satisfaction of any judgment, order or decree which may be entered; and

     (f) A copy of a revenue clearance certificate issued pursuant to chapter 82.32 RCW.

[2000 c 167 § 14; 1993 c 356 § 17; 1982 c 35 § 138; 1969 ex.s. c 120 § 55.]

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.