Washington Code 24.03A.910 – Articles of dissolution
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(1) At any time after dissolution is authorized, the nonprofit corporation may dissolve by filing with the secretary of state articles of dissolution, accompanied by a revenue clearance certificate issued pursuant to RCW 82.32.260. The articles of dissolution shall set forth:
Terms Used In Washington Code 24.03A.910
- Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
(a) The name of the corporation;
(b) The date of its incorporation;
(c) The effective date of the dissolution, which may be the date on which the articles of dissolution are filed or any date and time up to thirty days thereafter;
(d) Whether it is a membership corporation and, if it is a membership corporation, whether it has members that have a right to vote on its dissolution;
(e) If the corporation is not a membership corporation or has no members that have a right to vote on its dissolution, that the dissolution was authorized by the requisite number of directors;
(f) If the corporation is a membership corporation that has members that have a right to vote on its dissolution, that the requisite number of members has approved the proposal to dissolve;
(g) Whether the corporation is a charitable corporation or is holding property for charitable purposes;
(h) If the corporation is a charitable corporation or is holding property for charitable purposes, that the attorney general has approved, or is deemed to have approved, the corporation’s plan of distribution pursuant to RCW 24.03A.908; and
(i) That the net assets of the corporation remaining after winding up have been, or will be, distributed in accordance with the corporation’s articles and bylaws and the corporation’s adopted plan of distribution.
(2) A nonprofit corporation is dissolved upon the effective date of its articles of dissolution.
(3) For purposes of RCW 24.03A.904 through 24.03A.926, “dissolved corporation” means a nonprofit corporation whose articles of dissolution have become effective and includes a liquidating trust, if any, or other acquirer entity to which the remaining assets of the corporation are transferred subject to its liabilities for purposes of liquidation.
NOTES:
Effective date—2021 c 176: See note following RCW 24.03A.005.