Washington State Statutes - Washington Attorney Directory

(1) A dissolved corporation continues its corporate existence but may not carry on any business except that appropriate to wind up and liquidate its business and affairs, including:

     (a) Collecting its assets;

     (b) Disposing of its properties that will not be distributed in kind to its shareholders;

     (c) Discharging or making provision for discharging its liabilities;

     (d) Distributing its remaining property among its shareholders according to their interests; and

     (e) Doing every other act necessary to wind up and liquidate its business and affairs.

     (2) Dissolution of a corporation does not:

     (a) Transfer title to the corporation's property;

     (b) Prevent transfer of its shares or securities, although the authorization to dissolve may provide for closing the corporation's share transfer records;

     (c) Subject its directors or officers to standards of conduct different from those prescribed in chapter 23B.08 RCW;

     (d) Change quorum or voting requirements for its board of directors or shareholders; change provisions for selection, resignation, or removal of its directors or officers or both; or change provisions for amending its bylaws;

     (e) Prevent commencement of a proceeding by or against the corporation in its corporate name;

     (f) Abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution; or

     (g) Terminate the authority of the registered agent of the corporation.

[1989 c 165 § 158.]

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