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Business Entity Legislation From The State Of Washington

July 25, 2017

The state of Washington (Laws of 2017) has enacted the following Business Entity legislation, effective July 23, 2017:

Senate Bill 5011 – Business Corporation Act Amendments

  • Authorizes ratification of defective corporate acts, including over-issuances of stock, with a related required filing of an 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)

You can access the bill here http://lawfilesext.leg.wa.gov/biennium/2017-18/Pdf/Bills/Senate%20Passed%20Legislature/5011.PL.pdf

Senate Bill 5040

  • Business Organizations Code Amendments
    o   revises contents of foreign entity status certificates issued by the Secretary of State
    o   revises contents of business corporation Annual Reports
    o   clarifies that the tax clearance requirement upon foreign withdrawal applies to only foreign corporations
  • Partnership law Amendment
    o   requires LLPs to file an Annual Report instead of an Annual Notice

You can access the bill here http://lawfilesext.leg.wa.gov/biennium/2017-18/Pdf/Bills/Senate%20Passed%20Legislature/5040.PL.pdf

For more information regarding this Business Entity legislation in Washington, please contact:

Paul Hagan – 916.313.8925
Todd Gomes – 916.313.8917
Pat Fitzgibbon – 781.392.7089

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