Washington Code 30B.08.070 – Application of general business corporation laws
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(1) A state trust company shall be deemed a distinct type of corporation or limited liability trust company whose certificate of authority may be granted, conditioned, canceled, or revoked only by the department.
Terms Used In Washington Code 30B.08.070
- Capital: has the meaning ascribed to that term by generally accepted accounting principles and applicable rules of the financial accounting standards board, and includes surplus and undivided profits. See Washington Code 30B.04.005
- Company: includes a bank, trust company, corporation, limited liability company, partnership, association, business trust, or another trust. See Washington Code 30B.04.005
- 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.
- Department: means the Washington state department of financial institutions. See Washington Code 30B.04.005
- Director: means the director of the Washington state department of financial institutions. See Washington Code 30B.04.005
- Limited liability trust company: means an entity organized or reorganized under the provisions of RCW 30B. See Washington Code 30B.04.005
- State: means a state of the United States, the District of Columbia, a territory of the United States, Puerto Rico, Guam, American Samoa, the Trust Territory of the Pacific Islands, the Virgin Islands, and the Northern Mariana Islands. See Washington Code 30B.04.005
- State trust company: means a corporation or a limited liability company organized or reorganized under this title, including a trust company organized under the laws of Washington state before January 5, 2015. See Washington Code 30B.04.005
- Trust company: means a state trust company or any other company chartered to act as a fiduciary that is neither a depository institution nor a foreign bank. See Washington Code 30B.04.005
(2) Title 23B RCW applies to a state trust company in corporation form and chapter 25.15 RCW in limited liability company form to the extent not inconsistent with this title or the business of a state trust company, except that:
(a) Any reference to the secretary of state means the director unless the context requires otherwise; and
(b) The right of shareholders or participants to cumulative voting in the election of directors or managers exists only if granted by the state trust company’s articles of incorporation or limited liability company agreement.
(3) Unless expressly authorized by this title or a rule of the department, a state trust company may not take an action authorized by Title 23B RCW or chapter 25.15 RCW regarding its corporate status, capital structure, or a matter of corporate governance, of the type for which Title 23B RCW or chapter 25.15 RCW would require a filing with the secretary of state if the state trust company were a business corporation, without first submitting the filing to the director for the same purposes for which it otherwise would be required to be submitted to the secretary of state.