2015 New Legislation (HUB) Presented by Pam Floyd, Director Corporations & Charities Division Office of the Secretary of State And Tsering Cornell, Assistant Attorney General May 15, 2015

What’s New This Year SB 5387 – HUB SB 5810 – Electronic signatures use For copies of the law see: OR

HUB - What and How 2011 – ULC ( aka NCCUSL)adopted Uniform Business Organization Code “Hub and spoke” model Common procedures in specific types of entities are harmonized across various entity laws

Which WA Entities Affected Business corporations RCW23.B * Nonprofit corporations 24.03/06 Limited liability partnerships Limited partnerships25.10 Limited liability companies25.15 Cooperative associations23.86

Which Procedures Forms, effective date/time Executes, Fees, Waiver of Penalties Naming – Permitted, Required Name Reservation or Registration Administrative Dissolution Reinstatement

Procedures Continued Registered Agent – Commerical RA Listing or Termination Statement – Statement of Change by Entity, Commerical RA, or Non-Commerical RA – Resignation of RA Service of Process

Procedures Continued Foreign Entity – Registration Statement – Amendment to Registration Statement – Statement of Withdrawal (different one) – Application for transfer of Registration (merger) Termination of Registration by OSOS (revocation)

Part I Articles (First 38 pages of bill) Article I – General Provisions Article II – Filing Requirements Article III – Name Requirements Article IV – Registered Agent Article V – Foreign Entities Article VI – Administrative Dissolution Article VII – Miscellaneous Provisions Article VIII - Implementation

Article I – General Provisions Definitions for chapter Establishes delivery standards - by hand, US mail, private courier, and electronic transmission Commercial Registered Agent SOS authority to make rules

Article II – Filing Requirements Effective Date and Time of Filings Withdrawing or Correcting Filings Duty of SOS to file (ministerial) Certificates of Existence/Registration Annual Report Requirements Fees and Waiver of Penalties

Article III - Names Permitted Names Name Requirements for certain types of entities Reservation of name (domestic or foreign)) Registration of name (foreign only)

Article IV – Registered Agent Registered agent required Commercial RA designation Rules for changing RA information Duties of RA Standards for Service of Process Resignation procedure

Article V – Foreign Entities List of activities constituting NOT doing business Registration requirements Standards for withdrawal (and when deemed) Standards for transfer of registration (merger) Action by Attorney General

Article VI – Administrative Dissolution Grounds for administrative dissolution Procedures and effect Reinstatement process/requirements Judicial review of denial of reinstatement Entity name not distinguishable from name of governmental entity

Articles VII and VIII Miscellaneous Implementation

Amends/Repeals Current Law (Last 200 pages of bill) Deletes requirements in entity law, refers to new HUB chapter Amends or deletes duplicative provisions regarding SOS in – 23B, 24.03, 24.06, 25.05, 25.10, 25.15, 43.07, 23.78, 23.86, 23.90, 24.12, 24.20, 24.24, 24.28, RCW. Effective date January 1, 2016

New System Design Set up account – login to make changes Develop your organic records online or upload them Commercial RA or Noncommercial RA 90% can be filed online upon submission Will still accept paper

Resources at OSOS Our Phone Team Patrick Reed, Mgr Dan Speigle, Deputy

Questions?