[WSBARP] Corporation Gurus

[Rick Hoss]

In the olden days, de jure and de facto corporations and corporations by
estoppel existed to avoid harsh results from missing strict compliance with
the organization statutes. If there is no harm to any corporate creditor
there may be no foul - but I would still take the time to document some type
of ratification.

 

>From Mootz v. Spokane Racing, 189 Wash 225 (1937): If the corporation is
liable, it must, as it appears to us, be on one of two theories, either that
it was a de facto corporation at the time the agreement was claimed to have
been made, or that the corporation, subsequent to its organization, ratified
the same. Before there can be a de facto corporation, three essentials are
necessary: (a) A charter or general law under which such corporation as it
purports to be might lawfully be organized; (b) an attempt to organize
thereunder; and (c) actual users of the corporate franchise.

From: wsbarp-bounces at lists.wsbarppt.com
[mailto:wsbarp-bounces at lists.wsbarppt.com] On Behalf Of Craig Gourley
Sent: Wednesday, November 22, 2017 2:21 PM
To: WSBA Real Property Listserv
Subject: Re: [WSBARP] Corporation Gurus

 

We will state tbat it is to address statutory changes since 1932 and bring
the whole this up to date. 

 

 

 

Sent from my Verizon, Samsung Galaxy smartphone

 

 

-------- Original message --------

From: "Douglas W. Scott" <doug at davisscottlaw.com> 

Date: 11/22/17 1:26 PM (GMT-08:00) 

To: WSBA Real Property Listserv <wsbarp at lists.wsbarppt.com> 

Subject: Re: [WSBARP] Corporation Gurus 

 

When and if you amend the Articles don't mention anything about a sunset
date. Just mention perpetual existence.

Sent from my iPhone


On Nov 22, 2017, at 12:04 PM, Craig Gourley <craig at glgmail.com> wrote:

Thank you all for the corporate responses. 

 

Gourley Law Group

Snohomish Escrow

The Exchange Connection

 

1002 10th Street / PO Box 1091

Snohomish, WA 98291

 

360.568.5065

360.568.8092  fax

Craig at glgmail.com

 

From: wsbarp-bounces at lists.wsbarppt.com
[mailto:wsbarp-bounces at lists.wsbarppt.com] On Behalf Of Robert Pampell
Sent: Tuesday, November 21, 2017 10:08 PM
To: 'WSBA Real Property Listserv' <wsbarp at lists.wsbarppt.com>
Subject: Re: [WSBARP] Corporation Gurus

 

That approach seems sound to me.  The corporation is subject to
administrative dissolution, but the Secretary of State obviously has not
done that and probably has no interest in doing so.  Not having faced this
question, I suppose it is possible that filing the amendment might attract
some questions from the Sec of State staff, but I doubt that would happen as
well. 

 

The main issue may be whether the amendment would have to be reported in the
corporation's Form 990 and whether that would imperil their tax-exempt
status - questions for their CPA or whoever prepares the 990.

 

Bob Pampell

 

Robert Pampell, Attorney

21st Century Law Office (r)

19125 Northcreek Parkway, Suite 120

Bothell, WA 98011

voice: 425-329-2629
fax: 877-640-6403
cell: 425-501-4784
email:  <mailto:rpampell at swcp.com> rpampell at swcp.com

 <http://www.linkedin.com/in/robertpampell>
http://www.linkedin.com/in/robertpampell

 

 

 

From: wsbarp-bounces at lists.wsbarppt.com
[mailto:wsbarp-bounces at lists.wsbarppt.com] On Behalf Of Craig Gourley
Sent: Tuesday, November 21, 2017 2:16 PM
To: wsbarp at lists.wsbarppt.com
Subject: [WSBARP] Corporation Gurus

 

Listmates,  A local nonprofit has approached me with a question that I don't
know the answer to.  I am hoping the corporate types on the list can shed
some light.   Nonprofit corporation in incorporated in 1932 with a sunset
date of 50 years.   Naturally nobody is paying attention. They dutifully pay
their annual fee and are today considered an active corporation by both the
State and Federal government.  Corporation holds substantial amounts of real
property, buildings and personal property assets. 

 

Should they file amended articles stating they are now perpetual and ratify
all actions back to 1982?  Any other better solutions?   Both the nonprofit
and I appreciate any enlightenment.  Craig 

 

Gourley Law Group

Snohomish Escrow

The Exchange Connection

 

1002 10th Street / PO Box 1091

Snohomish, WA 98291

 

360.568.5065

360.568.8092  fax

Craig at glgmail.com

 

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