Change to Secretary of State Corporate Formation Documents

In case you missed it…

As a result of a change in Washington’s Business Code (RCW 23.95), the DFI sent an e-mail to Washington State credit union CEOs regarding corporate formation documents filed with the Secretary of State’s office.

The email was:

Dear CEOs,

New laws (RCW 23.95) will soon take effect with regard to the Office of Secretary of State (OSOS).  As of December 1, 2016, the corporate formation documents filed with the OSOS will change and will be less descriptive. Primarily, all positions will now be reflected as “Governor” as seen in the attachment to this email.

Many credit unions rely on the OSOS public web search, or copies of OSOS filed documents, to confirm a Governor’s designation (President, VP, Treasurer, Member, Manager, Partner, etc.) when opening or servicing accounts. This information will no longer be available and will now only state that the person is a Governor.

Credit Unions will need to develop alternative procedures to verify a Governor’s position of authority for all business entities including Corporations, LLCs, LPs, LLPs, LLLPs, and Nonprofit Corporations. Additionally, credit unions will likely need to obtain additional documentation to verify that such Governor has the appropriate authority to open and service an account.  Possible solutions may include, but are not limited to:

  • Requiring copies of corporate resolutions designating the Governor as having the ability to open and service an account,
  • Creating a credit union attestation form for the Governor to sign when opening an account, or
  • Requiring copies of corporate meeting minutes appointing the Governor to his or her position of authority.

As the DFI’s email instructs, if credit unions use documents filed with the Secretary of State to determine who can act on part of a business, to open or service accounts, it will need to rely on other evidence.  If the credit union’s procedures or policies allow using the public documents on the Secretary of State’s website, it will need to update them to use other resources.

Passwords to access the blog posts, and blog posts are only for NWCG owners and retained clients. These should not be shared outside of the credit union. Blog posts generally contain only a summary of any requirements, and do not represent all potential impact on the credit unions. For further details on any blog post, contact NWCG or references cited in the blog post. The information contained on this site is provided for informational purposes only, and should not be construed as legal advice.

Leave a Reply

Your email address will not be published.