2015 New Legislation (HUB) Presented by Pam Floyd, Director Tobi Snyder, Supervisor Corporations & Charities Division Office of the Secretary of State November 19, 2015

What’s New This Year SB 5387 – HUB (Codified as RCW 23.95) SB 5030 – New LLC Rewrite (RCW 25.15) SB 5031 – Corp Opportunities (RCW 23B) For copies of the law see:

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

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 only Establishes delivery standards - by hand, US mail, private courier, and electronic transmission 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 Service of Process Procedure (NEW) Resignation procedure (No Fee)

Article V – Foreign Entities List of activities constituting NOT doing business Foreign Entity Registration requirements Standards for withdrawal (and when deemed) Transfer of foreign registration (NEW) Grounds for administrative termination 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

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

Questions?