Washington § 23.100.1006 Winding up.

Washington Statutes

§ 23.100.1006 — Winding up.

Washington § 23.100.1006

Title 23CORPORATIONS AND ASSOCIATIONS (PROFIT) (Business Corporation Act: See Title 23B RCW)

Ch. 23.100LIMITED COOPERATIVE ASSOCIATIONS

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Bluebook

Wash. Rev. Code § 23.100.1006 (2026).

Text

(1)A dissolved limited cooperative association shall wind up its activities and affairs, and except as provided in RCW 23.100.1007 , the association continues after dissolution only for the purpose of winding up.

(2)In winding up its activities and affairs, the board of directors:

(a)Shall discharge the association's debts, obligations, or other liabilities, settle and close the association's activities, and marshal and distribute the assets of the association; and

(b)May:

(i)Deliver to the secretary of state for filing a statement of dissolution stating the name of the association and that the association is dissolved;

(ii)Preserve the association's activities, affairs, and property as a going concern for a reasonable time;

(iii)Prosecute and defend actions and proceedings, w

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(1) A dissolved limited cooperative association shall wind up its activities and affairs, and except as provided in RCW 23.100.1007 , the association continues after dissolution only for the purpose of winding up.

(2) In winding up its activities and affairs, the board of directors:

(a) Shall discharge the association's debts, obligations, or other liabilities, settle and close the association's activities, and marshal and distribute the assets of the association; and

(b) May:

(i) Deliver to the secretary of state for filing a statement of dissolution stating the name of the association and that the association is dissolved;

(ii) Preserve the association's activities, affairs, and property as a going concern for a reasonable time;

(iii) Prosecute and defend actions and proceedings, whether civil, criminal, or administrative;

(iv) Transfer the association's property;

(v) Settle disputes by mediation or arbitration;

(vi) Deliver to the secretary of state for filing a statement of termination stating the name of the company and that the company is terminated; and

(vii) Perform other acts necessary or appropriate to the winding up.

(3) After dissolution and upon application of a limited cooperative association, a member, or a holder of financial rights, a superior court may order judicial supervision of the winding up of the association, including the appointment of a person to wind up the association's activities, if:

(a) After a reasonable time, the association has not wound up its activities; or

(b) The applicant establishes other good cause.

(4) If a person is appointed pursuant to subsection (3) of this section to wind up the activities of a limited cooperative association, the association shall promptly deliver to the secretary of state for filing an amendment to the articles of organization to reflect the appointment.