RCW 24.03A.820
404 words·~2 min read·
/wa/title-24/chapter-24-03a/24-03a-820·A research copy — for the controlling text, always check the official state or federal source. Not legal advice.
(1)Articles of for-profit conversion must be executed on behalf of the converting corporation by an officer of the corporation. The articles shall set forth:
(a)If the surviving corporation is a domestic business corporation, the name of the corporation immediately before the filing of the articles of for-profit conversion and if that name does not satisfy the requirements of RCW 23B.04.010 , or the corporation desires to change its name in connection with the conversion, a name that satisfies the requirements of RCW 23B.04.010 ;
(b)Whether the corporation is holding assets for charitable purposes;
(c)If the corporation is holding assets for charitable purposes, that the attorney general has approved, or is deemed to have approved, the for-profit conversion pursuant to RCW 24.03A.770 (4);
(d)If the surviving corporation is a foreign for-profit corporation, its name after the conversion and its jurisdiction of incorporation;
(e)If the nonprofit corporation has members with voting rights with respect to the for-profit conversion, a statement that the plan of for-profit conversion was approved by the members in the manner required by this chapter and the articles or bylaws; and
(f)Where there are no members or no members having voting rights with respect to the for-profit conversion, a statement to that effect, the date of the meeting of the board at which the amendment was adopted, and a statement that the amendment received the vote of a majority of directors in office.
(2)If the surviving corporation is a domestic for-profit corporation, then the articles of for-profit conversion shall either contain all of the provisions that RCW 23B.02.020 requires to be set forth in articles of incorporation of a domestic for-profit corporation and any other desired provisions permitted under Title 23B RCW, or have attached articles of incorporation that satisfy the requirements of RCW 23B.02.020 . In either case, provisions that would not be required to be included in restated articles of incorporation of a domestic for-profit corporation may be omitted, except that the name and address of the initial registered agent of the for-profit corporation must be included.
(3)The articles of for-profit conversion and articles of incorporation, if a separate document, must be delivered to the secretary of state for filing, and take effect at the effective time provided in RCW 23.95.210 .
[ 2021 c 176 s 3314 .]
Notes:
Effective date — 2021 c 176: See note following RCW 24.03A.005 .