Revised Code of Washington
Wash. Rev. Code § 23B.14.340 (2026)
Survival of remedy after dissolution
✓ current as of May 2026
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The dissolution of a corporation either (1) by the filing with the secretary of state of its articles of dissolution, (2) by administrative dissolution by the secretary of state, (3) by a decree of court, or (4) by expiration of its period of duration shall not take away or impair any remedy available against such corporation, its directors, officers, or shareholders, for any right or claim existing, or any liability incurred, prior to such dissolution or arising thereafter, unless action or other proceeding thereon is not commenced within two years after the effective date of any dissolution that was effective prior to June 7, 2006, or within three years after the effective date of any dissolution that is effective on or after June 7, 2006. Any such action or proceeding against the corporation may be defended by the corporation in its corporate name.
Notes:
Effective date—1990 c 178: See note following RCW 23B.01.220.
Notes of Decisions
Cited in 25
cases (4 in the last 5 years), 1990–2024 · leading case: BALLARD SQUARE Condo. v. Dynasty Constr. Co., 146 P.3d 914 (Wash. 2006).
BALLARD SQUARE Condo. v. Dynasty Constr. Co., 146 P.3d 914 (Wash. 2006). “¶ 2 However, a 2006 amendment to former RCW 23B.14.340 (1995) applies retroactively and bars this suit.”
Ballard Square Condo. Owners Ass'n v. Dynasty Constr. Co., 158 Wash. 2d 603 (Wash. 2006). “RCW 23B.14.340 then provided that dissolution of a corporation “shall not take away or impair any remedy available against such corporation, its directors, officers, or shareholders, for any right or claim existing, or any liability incurred, prior to such dissolution if.”
Ballard Square Condo. Owners Ass'n v. Dynasty Constr. Co., 126 Wash. App. 285 (Wash. Ct. App. 2005). “” 14 ¶8 Citing RCW 23B.14.340, Dynasty argues that the Association’s claim is barred because Dynasty dissolved in 1995 and the Association did not file its claim within two years of the dissolution.”
Jacob's Meadow Owners Ass'n v. PLATEAU 44, 162 P.3d 1153 (Wash. Ct. App. 2007). “¶ 48 RCW 23B.14.340, the claim survival statute, provides: The dissolution of a corporation .”
Ballard Square Condo. Owners Ass'n v. Dynasty Constr. Co., 108 P.3d 818 (Wash. Ct. App. 2005). “Washington's survival statute, RCW 23B.14.340, states that a corporation's dissolution "shall not take away or impair any remedy available against such corporation [.”
Jacob's Meadow Owners Ass'n v. Plateau 44 II, LLC, 139 Wash. App. 743 (Wash. Ct. App. 2007). “3d 914 (2006), RCW 23B.14.340 expressly provides for the survival of claims against a corporation arising after its dissolution if proceedings on those claims are brought within the time limitation specified by the statute.”
Chadwick Farms Owners Ass'n v. FHC LLC, 207 P.3d 1251 (Wash. 2009). “[2] RCW 23B.14.340 (providing a two-year survival period for claims against a corporation dissolved prior to June 7, 2006, and a three-year period for claims against corporations dissolved on or after June 7, 2006); S.”
Mut. of Enumclaw Ins. Co. v. T & G CONST., INC., 199 P.3d 376 (Wash. 2008). “Former RCW 23B.14.340 (1995). Since this lawsuit was filed more than two years after T & G had been administratively dissolved, its counsel moved for summary judgment dismissal.”
Edward P. Leren, Resp v. Kaiser Gypsum Co., Inc., App, 442 P.3d 273 (Wash. Ct. App. 2019). “Additionally, the limitations period in RCW 23B.14.340 regarding claims against dissolved corporations and their shareholders does not apply to defeat the product line doctrine of successor liability.”
Cameron v. Murray, 214 P.3d 150 (Wash. Ct. App. 2009). “RCW 23B.14.340. Alaska Distributors Company remained in the case as the successor to Meyers for its alleged liability for supplying the kegs.”
Smith v. Sea Ventures, Inc., 969 P.2d 1090 (Wash. Ct. App. 1999). “RCW 23B.14.340, the corporate survival statute in effect in 1993 when Sea Ventures was administratively dissolved, reads: Survival of remedy after dissolution The dissolution of a corporation either: (1) By the issuance of a certificate of dissolution by the secretary of state,…”
Chadwick Farms Owners Ass'n v. FHC, LLC, 160 P.3d 1061 (Wash. Ct. App. 2007). “[13] RCW 23B.14.340 provides a two-year survival period for claims against a corporation dissolved prior to June 7, 2006, and a three-year period for claims against corporations dissolved on or after June 7, 2006.”
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