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Business Dissolution and Reinstatement - Law Office of Lani Cao

Business Dissolution and Reinstatement

Administrative dissolutions occur for a number of reasons. The most common reason is failure to file an initial or annual report.

When the dissolution is cancelled, does it mean the incorporation period covers the entire period from the formation or it is a new entity?

Per RCW 23.95.615, the reinstatement relates back to the original effective date as if the dissolution had never occurred and therefore is not considered a new entity:

(4) When reinstatement under this section is effective as provided in RCW 23.95.210:

(a) It relates back to and takes effect as of the effective date of the administrative dissolution; and

(b) The domestic entity resumes carrying on its activities and affairs as if the administrative dissolution had never occurred, except for the rights of a person arising out of an act or omission in reliance on the dissolution before the person knew or had reason to know of the reinstatement.