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AGO Opinions with Topic: CORPORATIONS
AGO 1971 No. 6 >  February 2, 1971
INITIATIVE AND REFERENDUM - CORPORATIONS - FINANCING AN INITIATIVE OR REFERENDUM CAMPAIGN WITH FUNDS OF OUT-OF-STATE CORPORATION
INITIATIVE AND REFERENDUM ‑- CORPORATIONS ‑- FINANCING AN INITIATIVE OR REFERENDUM CAMPAIGN WITH FUNDS OF OUT-OF-STATE CORPORATION The provisions of RCW 29.79.490 (6) are applicable to a corporation whose principal office is, or a majority of whose members or stockholders have their residence outside, the state of Washington, even though such corporation may possess a certificate of authority to transact business within the state of Washington under RCW 23A.32.020.
AGO 1991 No. 5 >  February 13, 1991
PUBLIC RECORDS - OPEN PUBLIC MEETINGS ACT - CORPORATIONS - SMALL BUSINESS EXPORT FINANCE ASSISTANCE CENTER
PUBLIC RECORDS ‑- OPEN PUBLIC MEETINGS ACT ‑- CORPORATIONS ‑- SMALL BUSINESS EXPORT FINANCE ASSISTANCE CENTER 1.  The Open Public Meetings Act and public records provisions of the Public Disclosure Act apply to state agencies.  An organization or entity is a state agency for these purposes if it is the functional equivalent of a state agency. 2.  A four-part analysis is used to determine if an organization or entity is the functional equivalent of a state agency:  (1) whether the organization performs a governmental function; (2) the level of government funding; (3) the extent of government involvement or regulation; and (4) whether the organization was created by the government. 3.  The Small Business Export Finance Assistance Center is not the functional equivalent of a state agency under this four-part analysis.  Therefore, the Center is not subject to the Open Public Meetings Act or the public records provisions of the Public Disclosure Act.
AGO 2003 No. 4 >  March 26, 2003
INSURANCE COMMISSIONER - HEALTH INSURANCE POOL - HEALTH INSURANCE - CORPORATIONS
Authority of Washington State Health Insurance Pool to incorporate 1.  The Washington State Health Insurance Pool is an entity created by statute for specified state purposes and lacks the authority to assume the form of a non-profit corporation.  2.  The Washington State Health Insurance Pool cannot effectively, through amending its plan of operation and obtaining the approval of the Insurance Commissioner, change the extent to which its board members, officers, or employees are liable for their actions.
AGO 1983 No. 30 >  December 13, 1983
OFFICES AND OFFICERS - STATE - SECRETARY OF STATE - CORPORATIONS
INVOLUNTARY DISSOLUTION OF CORPORATIONS FOR FAILURE TO PAY ANNUAL LICENSE FEES. (1) The earliest date upon which the Secretary of State may send a notice of delinquency to a corporation failing to pay its annual license fee is the first day of delinquency; i.e., the day following the last day permitted for timely payment. (2) The minimum amount of time which must elapse before the Secretary of State is to administratively dissolve the corporation for nonpayment of its annual license fee is a period of sixty-five days from the date of mailing the notice of delinquency referred to in RCW 23A.28.125.
AGO 1962 No. 147 >  July 25, 1962
CORPORATIONS - FORMATION - NATURAL PERSONS
CORPORATIONS ‑- FORMATION ‑- NATURAL PERSONS Under § 2, chapter 185, Laws of 1933 (RCW 23.01.020) a corporation may not be one of the required three or more natural persons required to form a corporation.
AGO 1962 No. 179 >  November 27, 1962
CORPORATIONS - OFFICERS - PRESIDENT CONCURRENTLY HOLDING OFFICE OF TREASURER
CORPORATIONS ‑- OFFICERS ‑- PRESIDENT CONCURRENTLY HOLDING OFFICE OF TREASURER The president of a domestic corporation, incorporated pursuant to the provisions of Title 23 RCW may not concurrently hold the office of treasurer of the same corporation.
AGO 1963 No. 52 >  September 3, 1963
CORPORATIONS - DOMESTIC - FEE OWNERSHIP OF LAND - WASHINGTON CORPORATION OWNED WHOLLY BY CANADIAN CORPORATION
CORPORATIONS ‑- DOMESTIC ‑- FEE OWNERSHIP OF LAND ‑- WASHINGTON CORPORATION OWNED WHOLLY BY CANADIAN CORPORATION A Washington corporation which is wholly owned by a Canadian corporation may hold fee ownership in land within this state.
AGO 1978 No. 9 >  March 28, 1978
GAMBLING - LICENSES - CORPORATIONS - CONDUCT OF FUND-RAISING EVENT
GAMBLING ‑- LICENSES ‑- CORPORATIONS ‑- CONDUCT OF FUND-RAISING EVENT Although a bona fide charitable or nonprofit organization organized primarily for purposes other than the conduct of gambling activities may, under the circumstances set forth in RCW 9.46.030(3), conduct bingo, raffles and amusement games without obtaining a license from the State Gambling Commission to do so, that organization may not lawfully conduct a "fund-raising event" as defined in RCW 9.46.020(23) without obtaining such a license.
AGO 1965 No. 9 >  February 26, 1965
PUBLIC CONTRACTS - CORPORATIONS - CONTRACTOR ON PUBLIC WORKS PROJECT - EMPLOYMENT OF NONRESIDENT SHAREHOLDERS - APPLICATION OF STATE RESIDENT EMPLOYEES ON PUBLIC WORKS STATUTE
PUBLIC CONTRACTS ‑- CORPORATIONS ‑- CONTRACTOR ON PUBLIC WORKS PROJECT ‑- EMPLOYMENT OF NONRESIDENT SHAREHOLDERS ‑- APPLICATION OF STATE RESIDENT EMPLOYEES ON PUBLIC WORKS STATUTE A corporation which is a contractor on a public works project for a municipality in the state of Washington may not employ its nonresident shareholders on such work in excess of the percentages of nonresident employees permitted by RCW 39.16.010.
AGO 1992 No. 30 >  December 22, 1992
MEDICINE - CORPORATIONS - DRUGS AND MEDICINE - PROFESSIONAL REGULATION
Applicability of RCW 19.68.010 to Referrals for Infusion Therapy 1.  RCW 19.68.010 prohibits a person licensed to practice medicine in Washington from receiving a rebate, commission, or other consideration in connection with the referral of a patient.  RCW 19.68.040 provides that a licensed physician is not prohibited from collecting compensation for services provided by an employee.2.  RCW 19.68.010 prohibits a physician from referring a patient to an infusion therapy company in which the physician is a shareholder.  However, under RCW 19.68.040 this prohibition would not apply if the persons performing the services for the infusion therapy company are under the control of the physician such that they are employees of the physician.3.  RCW 19.68.010 does not prohibit a physician from receiving a set fee from an infusion therapy company for providing various services to the company's customers.  However, the fees must actually provide the services, and the fee paid must reflect the market value of the services provided.
AGO 1968 No. 13 >  March 20, 1968
CORPORATIONS - OFFICERS - PRESIDENT CONCURRENTLY HOLDING ANOTHER OFFICE IN A CORPORATION
CORPORATIONS - OFFICERS - PRESIDENT CONCURRENTLY HOLDING ANOTHER OFFICE IN A CORPORATION In the absence of a contrary provision in the corporate articles or bylaws, the president of a domestic corporation to which the provisions of Title 23A RCW apply, may concurrently hold any other office in the same corporation except the office of secretary; conversely, under such circumstances the secretary may hold any other office in the corporation except the office of president.
AGO 1993 No. 18 >  December 9, 1993
COLLEGES AND UNIVERSITIES - CONTRACTS - CORPORATIONS - EMPLOYERS AND EMPLOYEES - SALARIES AND WAGES - GIFTS - INVESTMENTS
Relationship between universities and nonprofit organizations that engage in fund-raising activities for them 1.  Institutions of higher education have the authority to enter into contracts deemed essential to the institution and to accept and solicit gifts.  If there is consideration flowing to the institution, it has the authority to provide goods and services to a private nonprofit organization, including the use of institution employees to solicit gifts, in exchange for fund-raising and other assistance from the organization. 2.  The statute of frauds, RCW 19.36.010, provides that any agreement not to be performed in one year from the making thereof shall be void.  Thus, any agreement between an institution of higher education and a nonprofit organization should be in writing if it is not to be performed in one year.
AGO 1960 No. 147 >  September 29, 1960
VETERINARIAN - CORPORATIONS
FORMATION OF BY LICENSED VETERINARIANS AND EMPLOYMENT OF BY CORPORATION A corporation cannot practice the profession of veterinarian medicine nor can veterinarians be employed to carry on such a business for a corporation.
AGO 1956 No. 220 >  March 9, 1956
CORPORATIONS - AGRICULTURAL COOPERATIVE ASSOCIATIONS - TERM OF CORPORATE EXISTENCE
CORPORATIONS ‑- AGRICULTURAL COOPERATIVE ASSOCIATIONS ‑- TERM OF CORPORATE EXISTENCE. The life of an agricultural cooperative association is limited by statute to a term not exceeding fifty years, and the corporate existence cannot be prolonged by an amendment to the articles of incorporation providing for a term in excess of fifty years without remedial legislation.
AGO 1955 No. 29 >  February 21, 1955
TAX - REAL ESTATE SALES - AGENTS - UNDISCLOSED PRINCIPAL - CORPORATIONS
TAX ‑- REAL ESTATE SALES ‑- AGENTS ‑- UNDISCLOSED PRINCIPAL ‑- CORPORATIONS.

The excise tax on real estate sales applies to a transfer of real property by nominees for an undisclosed principal to a corporation, which is not the undisclosed principal, for consideration; but not to a transfer from such nominees to the corporation, which is the undisclosed principal, where no consideration is paid or delivered for the transfer.The excise tax on real estate applies to the transfer of real property to a corporation after it is formed, by nominees, who were subscribers for stock in the corporation to be formed and who purchased the real property after their subscription and before the corporation is formed.

AGO 1953 No. 490 >  March 5, 1953
REAL ESTATE SALES TAX - CORPORATIONS - EXCHANGE OF LAND FOR CAPITAL STOCK
REAL ESTATE SALES TAX ‑- CORPORATIONS ‑- EXCHANGE OF LAND FOR CAPITAL STOCK. The county real estate sales tax applies to the transfer of real property by a corporation to a stockholder in exchange for his stock whether or not the stock is cancelled and capital reduced.
AGO 1952 No. 280 >  April 4, 1952
TAXES, REAL ESTATE ‑- COUNTY EXCISE TAX ON SALE OF REAL PROPERTY - TRANSFER OF REAL PROPERTY TO CORPORATION - CORPORATIONS
TAXES, REAL ESTATE ‑- COUNTY EXCISE TAX ON SALE OF REAL PROPERTY ‑- TRANSFER OF REAL PROPERTY TO CORPORATION ‑- CORPORATIONS A partnership transfer of land to a corporation in which the partners have the same proportionate interest as in the partnership, for a consideration, is taxable.
AGLO 1980 No. 18 >  April 25, 1980
CORPORATIONS - PROFESSIONAL SERVICES
FORMATION OF PROFESSIONAL SERVICE CORPORATION TO PROVIDE HEALTH CARE SERVICES (1) It is not permissible for a professional services corporation organized under chapter 18.100 RCW for the purpose of providing medical services to admit as a shareholder a non-physician health care professional such as a psychologist or midwife who is licensed under applicable provisions of the Revised Code of Washington.
AGLO 1977 No. 46 >  October 21, 1977
CEMETERIES - CORPORATIONS - CHURCHES
OPERATION OF CEMETERY BY NONPROFIT CORPORATION CONTROLLED BY RELIGIOUS ORGANIZATION A nonprofit corporation formed under chapter 24.06 RCW which is wholly owned and controlled by a religious corporation sole and organized for the purpose of operating a cemetery will qualify for the exemptions granted under RCW 68.48.070 and RCW 68.05.280 in conducting its operations.
AGLO 1979 No. 25 >  June 11, 1979
LICENSES - REAL ESTATE - CORPORATIONS - ELIGIBILITY OF A CORPORATION TO BE LICENSED AS AN ASSOCIATE REAL ESTATE BROKER
LICENSES ‑- REAL ESTATE ‑- CORPORATIONS ‑- ELIGIBILITY OF A CORPORATION TO BE LICENSED AS AN ASSOCIATE REAL ESTATE BROKER A corporation may be licensed as an "associate real estate broker" under RCW 18.85.010, et seq.
AGLO 1978 No. 14 >  April 17, 1978
OFFICES AND OFFICERS - STATE - SECRETARY OF STATE - CORPORATIONS - LICENSES - FEES - RESTORATION OF PRIVILEGE TO DO BUSINESS
OFFICES AND OFFICERS ‑- STATE ‑- SECRETARY OF STATE ‑- CORPORATIONS ‑- LICENSES ‑- FEES ‑- RESTORATION OF PRIVILEGE TO DO BUSINESS Under the provisions of RCW 23A.40.075 and related statutes, the Secretary of State does not have the legal authority to exercise discretion and restore the privilege of doing business to a corporation which has failed to acquire an annual license fee for three years and which has failed to reinstate within the following two years.
AGLO 1974 No. 10 >  January 25, 1974
CORPORATIONS - ENGINEERING AND LAND SURVEY
LEGALITY OF PROFESSIONAL SERVICE CORPORATION TO PRACTICE ENGINEERING If a firm of professional engineers incorporates in order to practice that profession as a professional service corporation under the provisions of chapter 122, Laws of 1969 (now codified as chapter 18.100 RCW), it is nevertheless still required to comply with the various registration and filing requirements of RCW 18.43.130 (8) in order to engage in the corporate practice of engineering in this state.
AGLO 1973 No. 65 >  June 15, 1973
OFFICES AND OFFICERS - STATE - SECRETARY OF STATE - CORPORATIONS - NOTIFICATION TO APPOINT REGISTERED AGENTS
OFFICES AND OFFICERS ‑- STATE ‑- SECRETARY OF STATE ‑- CORPORATIONS ‑- NOTIFICATION TO APPOINT REGISTERED AGENTS Nonprofit corporations which were notified of the need to appoint a registered agent as required by RCW 24.03.915 and which did not do so within ninety days of the effective date of chapter 163, Laws of 1969, Ex. Sess., thereby have ceased to exist; however, those corporations which were not so notified because of the secretary of state's lack of a sufficient mailing address are not now to be deemed to have ceased to exist as provided for in RCW 24.03.915.
AGLO 1973 No. 99 >  October 15, 1973
INITIATIVE NO. 276 - PUBLIC RECORDS - FEES - CORPORATIONS
INITIATIVE NO. 276 ‑- PUBLIC RECORDS ‑- FEES ‑- CORPORATIONS (1) The provisions of RCW 42.17.300 which relate to the charges that may be imposed for providing copies of certain "public records" under Initiative No. 276 do not supersede the preexisting fees for copies of UCC security transaction filings under RCW 62A.9-407 or of corporation papers under RCW 23A.40.030, RCW 24.03.410 and RCW 24.06.455 in any cases because those documents do not constitute "public records" within the meaning of that initiative.
 
(2) RCW 42.17.300 does not supersede the preexisting fees for copies of state records provided for in RCW 43.07.120 in those cases where the individual seeking such copies is asking for them as a matter of right under RCW 43.07.030(7), supra, rather than merely requesting to inspect them and then to be allowed to use the secretary of state's facilities to himself make the copies he desires.
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