Washington Code 23.95.235 – Certificate of existence or registration — Definitions
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(1) On request of any person, the secretary of state shall issue a certificate of existence for a domestic entity or a certificate of registration for a registered foreign entity.
Terms Used In Washington Code 23.95.235
- Annual report: means the report required by RCW 23. See Washington Code 23.95.105
- Entity: means :
Washington Code 23.95.105Evidence: Information presented in testimony or in documents that is used to persuade the fact finder (judge or jury) to decide the case for one side or the other. Interest: means :
Washington Code 23.95.105Person: means an individual, business corporation, nonprofit corporation, partnership, limited partnership, limited liability company, general cooperative association, limited cooperative association, unincorporated nonprofit association, statutory trust, business trust, common-law business trust, estate, trust, association, joint venture, public corporation, government or governmental subdivision, agency, or instrumentality, or any other legal or commercial entity. See Washington Code 23.95.105 Proceeding: means civil suit and criminal, administrative, and investigatory action. See Washington Code 23.95.105 Public organic record: means the record the filing of which by the secretary of state is required to form an entity and any amendment to or restatement of that record. See Washington Code 23.95.105 Record: means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form. See Washington Code 23.95.105 Registered foreign entity: means a foreign entity that is registered to do business in this state pursuant to a certificate of registration filed by the secretary of state. See Washington Code 23.95.105 State: means a state of the United States, the District of Columbia, Puerto Rico, the United States Virgin Islands, or any territory or insular possession subject to the jurisdiction of the United States. See Washington Code 23.95.105
(2) A certificate under subsection (1) of this section must state:
(a) The domestic entity’s name or the registered foreign entity’s name used in this state;
(b) In the case of a domestic entity:
(i) That its public organic record has been filed and has taken effect;
(ii) The date the public organic record became effective;
(iii) The period of the entity’s duration if the records of the secretary of state reflect that the entity’s period of duration is less than perpetual; and
(iv) That the records of the secretary of state do not reflect that the entity has been dissolved;
(c) In the case of a registered foreign entity:
(i) That it is registered to do business in this state;
(ii) The date the foreign entity registered to do business in this state; and
(iii) That the records of the secretary of state do not reflect that the foreign entity’s registration to do business in the state has been terminated;
(d) That all fees, interest, and penalties owed to this state by the domestic or foreign entity and collected through the secretary of state have been paid, if:
(i) Payment is reflected in the records of the secretary of state; and
(ii) Nonpayment affects the existence or registration of the domestic or foreign entity;
(e) That the most recent annual report required by RCW 23.95.255 has been delivered to the secretary of state for filing;
(f) That a proceeding is not pending under RCW 23.95.610 as to a domestic entity or under RCW 23.95.550 as to a registered foreign entity; and
(g) Other facts reflected in the records of the secretary of state pertaining to the domestic or foreign entity which the person requesting the certificate reasonably requests.
(3) Subject to any qualification stated in the certificate, a certificate issued by the secretary of state under subsection (1) of this section may be relied upon as conclusive evidence of the facts stated in the certificate, and that as of the date of its issuance: (a) In the case of a domestic entity, it is in existence and duly formed or incorporated, as applicable; and (b) in the case of a foreign entity, it is registered and authorized to do business in this state.
NOTES:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.