[WSBARP] Corporation Gurus
Rick Hoss
rhoss at hctc.com
Wed Nov 22 14:42:13 PST 2017
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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