Fill and Sign the Washington Dissolution Form

CORPORATE DISSOLUTION PACKAGE STATE OF WASHINGTON Electronic Version INTRODUCTION AND LAW SUMMARY STATUTORY REFERENCE REVISED CODE OF WASHINGTON, §§ 23B.14.010 through 23B.14.400 There are three ways to dissolve a business corporation in the State of Washington: administratively, judicially, and voluntarily. THIS FORM PACKAGE ONLY ADDRESSES VOLUNTARY DISSOLUTION. A majority of the incorporators or initial directors of a corporation that has not issued shares or has not commenced business may dissolve a corporation by delivering to the Secretary of State a copy of a revenue clearance certificate issued pursuant to RCW 82.32.260 and articles of dissolution that set forth: 1. The name of the corporation; 2. The date of its incorporation; 3. Either that none of the corporation's shares has been issued or that the corporation has not commenced business; 4. That no debt of the corporation remains unpaid; 5. That the net assets of the corporation remaining after winding up have been distributed to the shareholders if shares were issued; and 6. That a majority of the incorporators or initial directors authorized the dissolution. A corporation's board of directors may propose dissolution for submission to the shareholders. For a proposal to dissolve to be adopted: 1. The board of directors must recommend dissolution to the shareholders unless the board of directors determines that because of conflict of interest or other special circumstances it should make no recommendation and communicates the basis for its determination to the shareholders; and 2. The shareholders entitled to vote must approve the proposal to dissolve. The board of directors may condition its submission of the proposal to dissolve on any basis. The corporation must notify each shareholder, whether or not entitled to vote, of the proposed shareholders' meeting in accordance with § 23B.14.020(5). The notice must also state that the purpose or one of the purposes of the meeting is to consider dissolving the corporation. Unless the articles of incorporation or the board of requires a greater vote or a vote by voting groups, the proposal to dissolve to be adopted must be approved by a two-thirds majority of all the votes entitled to be cast on the proposal to dissolve. At any time after dissolution is authorized, the corporation may dissolve by delivering to the Secretary of State a copy of a revenue clearance certificate issued pursuant to RCW 82.32.260 and articles of dissolution that set forth: 1. The name of the corporation; 2. The date dissolution was authorized; 3. If shareholder approval was required for dissolution, a statement that dissolution was duly approved by the shareholders in accordance with RCW 23B.14.020. A corporation is dissolved upon the effective date of its articles of dissolution. A dissolved corporation continues its corporate existence but may not carry on any business, except that appropriate to wind up and liquidate its business and affairs, including: 1. Collecting its assets; 2. Disposing of its properties that will not be distributed in kind to its shareholders; 3. Discharging or making provision for discharging its liabilities; 4. Distributing its remaining property among its shareholders according to their interests; and 5. Doing every other act necessary to wind up and liquidate its business and affairs. Dissolution of a corporation does not: 1. Transfer title to the corporation's property; 2. Prevent transfer of its shares or securities, although the authorization to dissolve may provide for closing the corporation's share transfer records; 3. Subject its directors or officers to standards of conduct different from those prescribed in chapter 23B.08 RCW; 4. Change quorum or voting requirements for its board of directors or shareholders, change provisions for selection, resignation, or removal of its directors or officers or both, or change provisions for amending its bylaws; 5. Prevent commencement of a proceeding by or against the corporation in its corporate name; 6. Abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution; or 7. Terminate the authority of the registered agent of the corporation. A dissolved corporation may dispose of the known claims against it by following the statutory procedures. The dissolved corporation can notify its known claimants in writing of the dissolution at any time after its effective date. The written notice must: 1. Describe the information that must be included in a claim; 2. Provide a mailing address where a claim may be sent; 3. State the deadline, which may not be fewer than one hundred twenty days from the effective date of the written notice, by which the dissolved corporation must receive the claim; and 4. State that the claim will be barred if not received by the deadline. A claim against the dissolved corporation is be barred: 1. If a claimant who was given the statutory written notice does not deliver the claim to the dissolved corporation by the deadline; or 2. If a claimant whose claim was rejected by the dissolved corporation does not commence a proceeding to enforce the claim within ninety days from the effective date of the rejection notice. A claim does not include a contingent liability or a claim based on an event occurring after the effective date of dissolution. Assets of a dissolved corporation that should be transferred to a creditor, claimant, or shareholder of the corporation who cannot be found or who is not competent to receive them may be reduced to cash and deposited with the state treasurer for safekeeping. If assets are transferred to the state treasurer, and if the creditor, claimant, or shareholder furnishes satisfactory proof of entitlement to the amount deposited, the state treasurer or other appropriate state official shall pay such person or such person's representative that amount. STEPS AND GUIDELINES TO DISSOLVE A WASHINGTON CORPORATION Step 1: SEE FORM 1 - ARTICLES OF DISSOLUTION If the corporation has not issued stock or has not commenced business, then the Articles of Dissolution form should be completed as follows (If the corporation has issued stock or commenced business, got to Step 2.): Follow the instructions on the form, making sure to check the second box in Section 2. Mail the original and one copy of the ARTICLES OF DISSOLUTION and a revenue clearance certificate to: Corporation Division PO Box 40234 Olympia, WA 98504-0234 Telephone: (360) 753-0377 NOTE: You must file a revenue clearance certificate with the Articles of Dissolution. There is a link to obtain this form in the Instructions section of the Articles of Dissolution form. A sample cover letter to send with ARTICLES OF DISSOLUTION is included in this packet. SEE FORM 2 – SAMPLE TRANSMITTAL LETTER Step 2: If the corporation has issued stock or has commenced business, follow the following procedures: 1. Have the Board adopt a resolution recommending the dissolution of the corporation to the shareholders SEE FORM A - RESOLUTION OF DIRECTORS 2. Mail a Notice of Special Meeting to EVERY shareholder. SEE FORM B - NOTICE OF SPECIAL MEETING 3. At the special Meeting the shareholders must approve the resolution. In the alternative, the shareholders can sign a Written Consent. SEE FORM C - WRITTEN CONSENT OF SHAREHOLDERS 4. SEE FORM 1 - ARTICLES OF DISSOLUTION Follow the instructions on the form, making sure to check the first box in Section 2. Mail the original and one copy of the ARTICLES OF DISSOLUTION and a revenue clearance certificate to: Corporation Division PO Box 40234 Olympia, WA 98504-0234 Telephone: (360) 753-0377 NOTE: You must file a revenue clearance certificate with the Articles of Dissolution. See instructions in the Articles of Dissolution form. A sample cover letter to send with ARTICLES OF DISSOLUTION is included in this packet. SEE FORM 2 – SAMPLE TRANSMITTAL LETTER Step 3: SEE FORM 3 - NOTICE OF DISSOLUTION AND REQUEST FOR CLAIMS Disclaimer: If you are not an attorney, you are advised to seek the advice of an attorney for all serious legal matters. The information and forms contained herein are not legal advice and are not to be construed as such. Although the information contained herein is believed to be correct, no warranty of fitness or any other warranty shall apply. All use is subject to the U.S. Legal Forms, Inc. Disclaimer and License located at http://www.uslegalforms.com/disclaimer.htm FORM A RESOLUTION OF DIRECTORS RESOLUTION OF THE DIRECTORS OF _________________________________ Pursuant to Notice or Waiver of Notice, at a regular or special meeting of the Directors of _________________________________________________________, a Washington corporation, upon motion duly made and seconded, the following resolution was adopted by a majority of the Directors present in person entitled to vote thereon: RESOLVED by the Directors of the Corporation as follows: ______________________________________________________________________________ ______________________________________________________________________________ Dated this the ______ day of _____________________________, 20___. _____________________________________ Director _____________________________________ Director _____________________________________ Director Attest: _____________________________________ Secretary FORM B NOTICE OF SPECIAL MEETING NOTICE OF SPECIAL MEETING OF STOCKHOLDERS OF _______________________________________ Pursuant to the By-Laws of the Corporation, a special meeting of the Shareholders of __________________________________________________________, a Washington corporation is called for the ______ day of ____________, 20__, at ______ ___.m., to be held at the following address: ___________________________________________ ___________________________________________ ___________________________________________ The Purpose of the meeting is to seek stockholder approval of the Resolution to Dissolve Corporation heretofore adopted by the Board of Directors. This Notice given on this the _________ day of ___________, 20___, by the Secretary of the Corporation at the direction of the Board of Directors, by mailing a true and correct copy of this Notice to the address of each shareholder on the records of the Corporation at least 10 days prior to such special meeting. __________________________ Secretary FORM C WRITTEN CONSENT OF THE STOCKHOLDERS WRITTEN CONSENT OF THE STOCKHOLDERS OF _________________________________ The undersigned, being all the shareholders of _______________________________________, a Washington corporation, hereby consent to the dissolution of the corporation. Dated this the ______ day of ______________________________, 20___. ____________________________________ Shareholder ____________________________________ Shareholder ____________________________________ Shareholder FORM 1 ARTICLES OF DISSOLUTION Download by clicking this link: http://www.uslegalforms.com/dissolution/WA/WA-Diss.pdf FORM 2 SAMPLE TRANSMITTAL LETTER Return Name and Address ____________________________________ ____________________________________ ____________________________________ ____________________________________ Date: ________________ Secretary of State PO Box 40228 Olympia, WA 98504-0228 Re: Articles of Dissolution Dear Sir: Enclosed please find an original and one copy of Articles of Dissolution. Also enclosed you will find a revenue clearance certificate from the Department of Revenue. Please file and provide a filed copy to me. Please contact me at the above address if you require anything further. With kindest regards, I am Sincerely yours, __________________________ Signature Enclosures Check # __________ Enclosed for $___________ FORM 3 NOTICE OF DISSOLUTION AND REQUEST FOR CLAIMS NOTICE OF DISSOLUTION AND REQUEST FOR CLAIMS Notice is given that Articles of Dissolution to dissolve ______________________________________________________________________________ (name of corporation), a Washington corporation with its office at ______________________________________________________________________________ (address of office), has been filed with the Secretary of State in accordance with the laws of the State of Washington. The corporation requests that all Claimants against the corporation provide written proof of their claims to the corporation at the following address: ______________________________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________ All claims must be in writing and must contain sufficient information reasonably to inform the corporation of the identity of the claimant and the substance of the claim. All claims must be received _________________________________________ (this date can be no earlier than 120 days from the date of this notice). All claims will be barred if not received by this date. DATE OF NOTICE: ______________________________ BY: _________________________________________ Name and Title