Washington Business Entity Legislation

Washington has enacted the following business entity legislation (Laws of 2017), effective July 23, 2017.

Senate Bill 5011 – Business Corporation Act amendments:
• authorizes ratification of defective corporate acts, including over-issuances of stock, with a related required filing of a Articles of Validation if the defective act that is validated required a filing to be made.
• authorizes parent/subsidiary mergers with a subsidiary surviving (i.e. downstream short form mergers).

The Bill may be accessed at http://lawfilesext.leg.wa.gov/biennium/2017-18/Pdf/Bills/Senate%20Passed%20Legislature/5011.PL.pdf

Senate Bill 5040
• Business Organizations Code Amendments:
o revises contents of foreign entity status certificates issued by the Secretary of State.
o revises contents of business corporation Annual Reports.
o clarifies that the tax clearance requirement upon foreign withdrawal applies to only foreign corporations.
• Partnership law Amendment:
o requires LLPs to file an Annual Report instead of an Annual Notice.

The Bill may be accessed at http://lawfilesext.leg.wa.gov/biennium/2017-18/Pdf/Bills/Senate%20Passed%20Legislature/5040.PL.pdf