News and Press

Product Updates and Company News

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

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

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

Todd Gomes – 916.313.8917
Pat Fitzgibbon – 781.392.7089