§ 23.100.1007 — Rescinding dissolution.

Washington § 23.100.1007

• Jurisdiction: Washington
• Title 23: CORPORATIONS AND ASSOCIATIONS (PROFIT) (Business Corporation Act: See Title 23B RCW)
• Ch. 23.100: LIMITED COOPERATIVE ASSOCIATIONS

Text

(1) A limited cooperative association may rescind its dissolution, unless a statement of termination applicable to the association is effective, a superior court has entered an order under RCW 23.100.1003 dissolving the association, or the secretary of state has dissolved the association under RCW 23.95.610 .

(2) Rescinding dissolution under this section requires:

(a) The affirmative vote or consent of each member;

(b) If a statement of dissolution applicable to the limited cooperative association has been filed by the secretary of state but has not become effective, the delivery to the secretary of state for filing of a statement of withdrawal applicable to the statement of dissolution; and

(c) If a statement of dissolution applicable to the limited cooperative association is effective, the delivery to the secretary of state for filing of a statement of rescission stating the name of the association and that dissolution has been rescinded under this section.

(3) If a limited cooperative association rescinds its dissolution:

(a) The association resumes carrying on its activities and affairs as if dissolution had never occurred;

(b) Subject to (c) of this subsection, any liability incurred by the association after the dissolution and before the rescission is effective is determined as if dissolution had never occurred; and

(c) The rights of a third party arising out of conduct in reliance on the dissolution before the third party knew or had notice of the rescission may not be adversely affected.

Legislative History

[2019 c 37 s 1007.]