(1) To be entitled to filing by the secretary of state, a record delivered for filing under this chapter must:

(a) Satisfy the requirements set forth in RCW 23.95.200;

(b) Contain all information required under this chapter and chapter 23.95 RCW;

(c) Be executed on behalf of the domestic or foreign entity as follows:

(i) If the entity is a domestic or foreign nonprofit corporation, by an officer;

(ii) If the entity is not a domestic or foreign nonprofit corporation, by a person with authority to sign for the entity; or

(iii) If the entity is in the hands of a custodian, receiver, trustee, or other court-appointed fiduciary, by that fiduciary; and

(d) Satisfy the requirements of any other provision of this chapter or chapter 23.95 RCW that adds to or varies any of the requirements in this section.

(2) A filed record may include additional information not in conflict with the requirements of subsection (1) of this section.

(3)(a) Whenever a provision of this chapter permits any of the terms of a plan or a filed record to be dependent on facts objectively ascertainable outside the plan or filed record, the following provisions apply:

(i) The plan or filed record shall set forth the manner in which the facts will operate upon the terms of the plan or filed record.

(ii) The facts may include:

(A) Any of the following that is available in a nationally recognized news or information medium either in print or electronically: Statistical or market indices, market prices of any security or group of securities, interest rates, currency exchange rates, or similar economic or financial data;

(B) A determination or action by any person or body, including the nonprofit corporation or any other party to a plan or filed record; or

(C) The terms of, or actions taken under, an agreement to which the corporation is a party, or any other agreement or record.

(d)[(b)] As used in this subsection [section]:

(i) "Filed record" means a record filed by the secretary of state under any provision of the uniform business organizations code or any provision of this chapter except RCW 24.03A.260 through 24.03A.310, except an annual report filed pursuant to RCW 24.03A.070; and

(ii) "Plan" means a plan of domestication, business conversion, entity conversion, distribution, or merger.

Effective date—2021 c 176: See note following RCW 24.03A.005.