[WSBAPT] [WSBARP] Clear title on dissolved corporation

[John McCrady]

Make sure you are complying with RCW 23B.14.050  which provides that a dissolved corporation continues its corporate existence for purposes of winding up and liquidation.
Section 5 of this statute sets up the procedure for the Board of Directors approving the transaction, including a call for a meeting to approve the action, which meeting can be called by “any person who was an officer, director, or shareholder of the corporation at the effective date of the dissolution.”

If there are no living officers, directors or shareholders, then perhaps the personal representative can do as Inge states below, but I would state “only officer, director and shareholder of xyz corporation, a dissolved Washington corporation”

Maybe I am being too cautious?  I would appreciate hearing other views.

John McCrady
Counsel
Puget Sound Title Company
5350 Orchard Street West
University Place WA 98467
253-476-5721
j.mccrady at pstitle.com

From: wsbapt-bounces at lists.wsbarppt.com [mailto:wsbapt-bounces at lists.wsbarppt.com] On Behalf Of Inge Fordham
Sent: Tuesday, July 30, 2019 4:12 PM
To: WSBA Real Property Listserv <wsbarp at lists.wsbarppt.com>; wsbapt at lists.wsbarppt.com
Subject: Re: [WSBAPT] [WSBARP] Clear title on dissolved corporation

If the corporation was 100% owned by one person (as you say below), the corporate form may be disregarded, and a PR deed should suffice.  I would have the PR sign as the PR for the estate of Mr(s). so-and-so, 100% shareholder of XYZ corporation, dissolved effective (date).


[cid:image002.png at 01D5477D.F2E892F0]

Inge A. Fordham | Attorney
Fordham Law, PLLC
3218 Sixth Avenue | Tacoma, WA 98406
Office: (253) 348-2657 | Mobile: (206) 778-3131


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From: <wsbarp-bounces at lists.wsbarppt.com<mailto:wsbarp-bounces at lists.wsbarppt.com>> on behalf of Timothy Lehr <timothy at stileslaw.com<mailto:timothy at stileslaw.com>>
Reply-To: WSBA Real Property Listserv <wsbarp at lists.wsbarppt.com<mailto:wsbarp at lists.wsbarppt.com>>
Date: Tuesday, July 30, 2019 at 4:06 PM
To: "wsbapt at lists.wsbarppt.com<mailto:wsbapt at lists.wsbarppt.com>" <wsbapt at lists.wsbarppt.com<mailto:wsbapt at lists.wsbarppt.com>>
Cc: 'WSBA Real Property Listserv' <wsbarp at lists.wsbarppt.com<mailto:wsbarp at lists.wsbarppt.com>>
Subject: [WSBARP] Clear title on dissolved corporation

All,

Corporation was dissolved about 20 years ago. Real property was owned by Corp. at time of dissolution but was never transferred out of Corp.’s name. Sole shareholder held 100% interest in Corp. Shareholder has now died and the real property needs to be transferred either into shareholder’s estate or directly to beneficiaries of shareholder’s estate per his Will. Title company is drawing a blank on who needs to sign what to clear title from Corp. to Estate or directly to beneficiaries. Maybe just accompany the PR Deed with an affidavit signed by PR setting out the above facts and reasons as to where the real property rightfully goes?

I imagined there would be a statute to cover this as I’m sure it’s not the first time it has occurred but I’m not having any luck finding one.

Timothy C. Lehr
Attorney at Law
Stiles Law Inc., P.S.

p:   360.855.0131
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w:  www.stileslaw.com<http://www.stileslaw.com>

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