Page 302 - Washington Nonprofit Handbook 2018 Edition

cure the problem, the Secretary of State is only required to send this notice to the
corporation’s registered office. Consequently, if the corporation has not
maintained an accurate, current filing with the Secretary of State as to its registered
office, then the corporation may not receive the notice. Nonetheless, the
administrative dissolution will be valid.

The loss of corporate status may jeopardize the organization’s federal tax-
exempt status because that status is dependent upon the existence of the
corporation. In addition, the corporation may find that, during its dissolution
period, another entity took its name. Corporate names must be distinguishable
from those of other entities on file with the Secretary of State. If, during an
administrative dissolution period, another corporation reserves or adopts the same
or similar name, then the dissolved corporation may be required to change its
name as a condition of reinstatement.

A corporation’s opportunity to reinstate as a matter of right is limited to the

first three years after the date of dissolution. If more than three years have
elapsed, then the corporation can seek reinstatement only through a special
application process. This late reinstatement option, however, requires a statement
under oath by a responsible corporate officer describing the reasons why the
corporation failed to make its legally required filings. The Secretary of State can
reinstate the corporation only if each of following conditions exists:

• There are sufficient exigent or mitigating circumstances;

• The corporation has acted in good faith;

• The failure to reinstate would cause disproportionate harm to the
corporation; and

• Reinstatement would not be contrary to the public interest.

(ii) Judicial Dissolution

Under rare circumstances, the superior court can dissolve a nonprofit
corporation by decree. In an action commenced by the attorney general, the
superior court has the authority to dissolve the corporation if the corporation has
either procured its articles of incorporation through fraud or has continued to
exceed or abuse the authority conferred upon it by law. There are no reported
cases in Washington’s appellate courts of any proceeding under this statute. This

WASHINGTON NONPROFIT HANDBOOK -291- 2018