2011 Washington Code
Title 23B Washington business corporation act
23B.01 General provisions.
23B.01.200 Filing requirements.

(1) A record must satisfy the requirements of this section, and of any other section that adds to or varies from these requirements, to be entitled to filing by the secretary of state.

     (2) The secretary of state may permit records to be filed through electronic transmission. The secretary of state may adopt rules varying from these requirements to facilitate electronic filing. These rules shall detail the circumstances under which the electronic filing of records shall be permitted and how such records shall be filed. These rules may also impose additional requirements related to implementation of electronic filing processes including but not limited to: File formats; signature technologies; the manner of delivery; and the types of entities or records permitted.

     (3) This title must require or permit filing the record in the office of the secretary of state.

     (4) The record must contain the information required by this title. It may contain other information as well.

     (5) The record must: (a) Be typewritten or printed, and must meet such legibility or other standards as may be prescribed by the secretary of state; or (b) meet the standards for electronic filing as may be prescribed by the secretary of state.

     (6) The record must be in the English language. A corporate name need not be in English if written in English letters or Arabic or Roman numerals, and the certificate of existence required of foreign corporations need not be in English if accompanied by a reasonably authenticated English translation.

     (7) Unless otherwise indicated in this title, all records submitted for filing must be executed:

     (a) By the chairperson of the board of directors of a domestic or foreign corporation, by its president, or by another of its officers;

     (b) If directors have not been selected or the corporation has not been formed, by an incorporator; or

     (c) If the corporation is in the hands of a receiver, trustee, or other court-appointed fiduciary, by that fiduciary.

     (8) The person executing the record shall sign it and state beneath or opposite the signature the name of the person and the capacity in which the person signs. The record may but need not contain: (a) The corporate seal; (b) an attestation by the secretary or an assistant secretary; or (c) an acknowledgment, verification, or proof.

     (9) If the secretary of state has prescribed a mandatory form for the record under RCW 23B.01.210, the record must be in or on the prescribed form.

     (10) The record must be received by the office of the secretary of state for filing and, except in the case of an electronic filing, must be accompanied by one exact or conformed copy, the correct filing fee or charge, including license fee, penalty and service fee, and any attachments which are required for the filing.

[2002 c 297 § 1; 1991 c 72 § 24; 1989 c 165 § 3.]