[WSBAPT] [WSBARP] Clear title on dissolved corporation

Wed Jul 31 11:26:13 PDT 2019

I had a case where some tidelands were still owned by a timber company, acquired in the 1930’s from the State of WA.  That timber company was acquired in the 1960’s by another company and ultimately became a part of Kimberly Clark Co.  I filed a quiet title action and the attorney for Koch Industries, which owns Kimberly Clark, ultimately prepared a quit claim deed for me.  That was kind of fun.

From: wsbapt-bounces at lists.wsbarppt.com <wsbapt-bounces at lists.wsbarppt.com> On Behalf Of John McCrady
Sent: Wednesday, July 31, 2019 9:25 AM
To: WSBA Probate & Trust Listserv <wsbapt at lists.wsbarppt.com>
Subject: Re: [WSBAPT] [WSBARP] Clear title on dissolved corporation

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 <mailto:j.mccrady at pstitle.com> 

From: wsbapt-bounces at lists.wsbarppt.com <mailto: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 <mailto:wsbarp at lists.wsbarppt.com> >; wsbapt at lists.wsbarppt.com <mailto: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).

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

e:   timothy at stileslaw.com <mailto:timothy at stileslaw.com> 

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

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