reglab/housing_qa huggingface dataset:
WA Rev Code § 23B.04.030 (2021)
2021 Revised Code of Washington|Title 23B - Washington Business Corporation Act|Chapter 23B.04 - Name.|23B.04.030 - Registered name.

RCW 23B.04.030 Registered name.A foreign corporation may register its corporate name in accordance with RCW 23.95.315.[ 2015 c 176 § 2116; 1989 c 165 § 39.]NOTES:Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
WA Rev Code § 23B.04.035 (2021)
2021 Revised Code of Washington|Title 23B - Washington Business Corporation Act|Chapter 23B.04 - Name.|23B.04.035 - Certificate of authority as insurance company—Filing of records.

RCW 23B.04.035 Certificate of authority as insurance company—Filing of records.For those corporations that have a certificate of authority, are applying for, or intend to apply for a certificate of authority from the insurance commissioner as an insurance company under chapter 48.05 RCW, whenever under this chapter corporate records are required to be filed with the secretary of state, the records shall be filed with the insurance commissioner rather than the secretary of state.[ 2002 c 297 § 14; 1998 c 23 § 7.]
WA Rev Code § 23B.04.037 (2021)
2021 Revised Code of Washington|Title 23B - Washington Business Corporation Act|Chapter 23B.04 - Name.|23B.04.037 - Certificate of authority as insurance company—Registration or reservation of name.

RCW 23B.04.037 Certificate of authority as insurance company—Registration or reservation of name.For those corporations that intend to apply for a certificate of authority from the insurance commissioner as an insurance company under chapter 48.05 RCW, whenever under this chapter a corporation may register or reserve a corporate name, the registration or reservation shall be filed with the insurance commissioner rather than the secretary of state. The secretary of state and insurance commissioner shall cooperate with each other in registering or reserving a corporate name so that there is no duplication of the name.[ 1998 c 23 § 8.]
WA Rev Code § 23B.05.010 (2021)
2021 Revised Code of Washington|Title 23B - Washington Business Corporation Act|Chapter 23B.05 - Office and Agent.|23B.05.010 - Registered agent.

RCW 23B.05.010 Registered agent.Each corporation must continuously maintain in this state a registered agent in accordance with Article 4 of chapter 23.95 RCW.[ 2015 c 176 § 2117; 2002 c 297 § 15; 1989 c 165 § 40.]NOTES:Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
WA Rev Code § 23B.05.020 (2021)
2021 Revised Code of Washington|Title 23B - Washington Business Corporation Act|Chapter 23B.05 - Office and Agent.|23B.05.020 - Change of registered agent.

RCW 23B.05.020 Change of registered agent.(1) A corporation may change its registered agent in accordance with RCW 23.95.430.(2) A registered agent may change its information on file with the secretary of state in accordance with RCW 23.95.435 or 23.95.440.[ 2015 c 176 § 2118; 2002 c 297 § 16; 1989 c 165 § 41.]NOTES:Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
WA Rev Code § 23B.05.030 (2021)
2021 Revised Code of Washington|Title 23B - Washington Business Corporation Act|Chapter 23B.05 - Office and Agent.|23B.05.030 - Resignation of registered agent.

RCW 23B.05.030 Resignation of registered agent.A registered agent may resign as agent by delivering to the secretary of state for filing a statement of resignation in accordance with RCW 23.95.445.[ 2015 c 176 § 2119; 1989 c 165 § 42.]NOTES:Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
WA Rev Code § 23B.05.040 (2021)
2021 Revised Code of Washington|Title 23B - Washington Business Corporation Act|Chapter 23B.05 - Office and Agent.|23B.05.040 - Service on corporation.

RCW 23B.05.040 Service on corporation.Service of process, notice, or demand required or permitted by law to be served on the corporation may be made in accordance with RCW 23.95.450.[ 2015 c 176 § 2120; 1989 c 165 § 43.]NOTES:Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
WA Rev Code § 23B.05.050 (2021)
2021 Revised Code of Washington|Title 23B - Washington Business Corporation Act|Chapter 23B.05 - Office and Agent.|23B.05.050 - Annual meeting of shareholders—Limitations—Terms of directors.

RCW 23B.05.050 Annual meeting of shareholders—Limitations—Terms of directors.A corporation registered under the investment company act of 1940 that limits the requirement to hold an annual meeting of shareholders in accordance with RCW 23B.07.010(2) may include in its articles of incorporation or bylaws a provision establishing terms of directors which terms may be longer than one year.[ 1994 c 256 § 31.]NOTES:Findings—Construction—1994 c 256: See RCW 43.320.007.
WA Rev Code § 23B.06.010 (2021)
2021 Revised Code of Washington|Title 23B - Washington Business Corporation Act|Chapter 23B.06 - Shares and Distributions.|23B.06.010 - Authorized shares.

RCW 23B.06.010 Authorized shares.(1) The articles of incorporation must prescribe the classes of shares and the number of shares of each class that the corporation is authorized to issue.(a) If more than one class of shares is authorized, the articles of incorporation must prescribe a distinguishing designation for each class, and, prior to the issuance of shares of a class, the preferences, limitations, voting powers, and relative rights of that class must be described in the articles of incorporation.(b) Preferences, limitations, voting powers, or relative rights of or on any class or series of shares or the holders thereof may be made dependent upon facts objectively ascertainable outside the articles of incorporation in accordance with RCW 23B.01.200(3).(c) All shares of a class must have preferences, limitations, voting powers, and relative rights identical with those of other shares of the same class except to the extent otherwise permitted by (b) of this subsection or RCW 23B.06.020.(2) The articles of incorporation must authorize (a) one or more classes of shares that together have unlimited voting rights, and (b) one or more classes of shares, which may be the same class or classes as those with voting rights, that together are entitled to receive the net assets of the corporation upon dissolution.(3) The articles of incorporation may authorize one or more classes of shares that:(a) Have special, conditional, or limited voting rights, or no right to vote, except to the extent prohibited by this title;(b) Are redeemable or convertible as specified in the articles of incorporation (i) at the option of the corporation, the shareholder, or another person or upon the occurrence of a designated event, (ii) for cash, indebtedness, securities, or other property, (iii) in a designated amount or in an amount determined in accordance with a designated formula;(c) Entitle the holders to distributions calculated in any manner, including dividends that may be cumulative, noncumulative, or partially cumulative; or(d) Have preference over any other class of shares with respect to distributions, including dividends and distributions upon the dissolution of the corporation.(4) Terms of shares may be made dependent on facts objectively ascertainable outside the articles of incorporation in accordance with RCW 23B.01.200(3).(5) The description of the designations, preferences, limitations, and relative rights of share classes in subsection (3) of this section is not exhaustive.[ 2020 c 194 § 5; 1998 c 104 § 1; 1989 c 165 § 44.]
WA Rev Code § 23B.06.020 (2021)
2021 Revised Code of Washington|Title 23B - Washington Business Corporation Act|Chapter 23B.06 - Shares and Distributions.|23B.06.020 - Terms of class or series.

RCW 23B.06.020 Terms of class or series.(1) If the articles of incorporation so provide, the board of directors may determine, in whole or part, the preferences, limitations, voting powers, and relative rights, within the limits set forth in RCW 23B.06.010(1)(b) and this section of (a) any class of shares before the issuance of any shares of that class, or (b) one or more series within a class, and designate the number of shares within that series, before the issuance of any shares of that series.(2) Each series of a class must be given a distinguishing designation.(3) All shares of a series must have preferences, limitations, voting powers, and relative rights identical with those of other shares of the same series, except to the extent otherwise permitted by RCW 23B.06.010(1)(b). All shares of a series must have preferences, limitations, voting powers, and relative rights identical with those of shares of other series of the same class, except to the extent otherwise provided in the description of the series.(4) Before issuing any shares of a class or series created under this section, the corporation must deliver to the secretary of state for filing articles of amendment, which are effective without shareholder approval, that set forth:(a) The name of the corporation;(b) The text of the amendment determining the terms of the class or series of shares;(c) The date it was adopted; and(d) The statement that the amendment was duly adopted by the board of directors.(5) Unless the articles of incorporation provide otherwise, the board of directors may, after the issuance of shares of a series whose number it is authorized to designate, amend the resolution establishing the series to decrease, but not below the number of shares of such series then outstanding, the number of authorized shares of that series, by filing articles of amendment, which are effective without shareholder approval, in the manner provided in subsection (4) of this section.[ 2009 c 189 § 6; 1998 c 104 § 2; 1989 c 165 § 45.]
WA Rev Code § 23B.06.030 (2021)
2021 Revised Code of Washington|Title 23B - Washington Business Corporation Act|Chapter 23B.06 - Shares and Distributions.|23B.06.030 - Issued and outstanding shares.

RCW 23B.06.030 Issued and outstanding shares.(1) A corporation may issue the number of shares of each class or series authorized by the articles of incorporation. Shares that are issued are outstanding shares until they are reacquired, redeemed, converted, or canceled.(2) The reacquisition, redemption, or conversion of outstanding shares is subject to the limitations of subsection (3) of this section and to RCW 23B.06.400.(3) At all times that shares of the corporation are outstanding, one or more shares that together have unlimited voting rights and one or more shares that together are entitled to receive the net assets of the corporation upon dissolution must be outstanding.[ 2020 c 194 § 14; 2002 c 297 § 17; 1989 c 165 § 46.]
WA Rev Code § 23B.06.040 (2021)
2021 Revised Code of Washington|Title 23B - Washington Business Corporation Act|Chapter 23B.06 - Shares and Distributions.|23B.06.040 - Fractional shares.

RCW 23B.06.040 Fractional shares.(1) A corporation may:(a) Issue fractions of a share or pay in money the value of fractions of a share;(b) Arrange for disposition of fractional shares by the shareholders;(c) Issue scrip in registered or bearer form entitling the holder to receive a full share upon surrendering enough scrip to equal a full share.(2) Each certificate representing scrip must be conspicuously labeled "scrip" and must contain the information required by RCW 23B.06.250(2).(3) The holder of a fractional share is entitled to exercise the rights of a shareholder, including the right to vote, to receive dividends, and to participate in the assets of the corporation upon liquidation. The holder of scrip is not entitled to any of these rights unless the scrip provides for them.(4) The board of directors may approve the issuance of scrip subject to any condition considered desirable, including:(a) That the scrip will become void if not exchanged for full shares before a specified date; and(b) That the shares for which the scrip is exchangeable may be sold and the proceeds paid to the scripholders.[ 2009 c 189 § 7; 1989 c 165 § 47.]
WA Rev Code § 23B.06.200 (2021)
2021 Revised Code of Washington|Title 23B - Washington Business Corporation Act|Chapter 23B.06 - Shares and Distributions.|23B.06.200 - Subscription for shares before incorporation.

RCW 23B.06.200 Subscription for shares before incorporation.(1) A written subscription for shares entered into before incorporation is irrevocable for six months unless the subscription agreement provides a longer or shorter period or all the subscribers agree to revocation.(2) The board of directors may determine the payment terms of subscriptions for shares that were entered into before incorporation, unless the subscription agreement specifies them. A call for payment by the board of directors must be uniform so far as practicable as to all shares of the same class or series, unless the subscription agreement specifies otherwise.(3) Shares issued pursuant to subscriptions entered into before incorporation are fully paid and nonassessable when the corporation receives the consideration specified in the subscription agreement.(4) If a subscriber defaults in payment of money or property under a subscription agreement entered into before incorporation, the corporation may collect the amount owed as any other debt. Alternatively, unless the subscription agreement provides otherwise, the corporation may rescind the agreement and may sell the shares if the debt remains unpaid more than twenty days after the corporation delivers a written demand for payment to the subscriber.(5) A subscription agreement entered into after incorporation is a contract between the subscriber and the corporation subject to RCW 23B.06.210.[ 2020 c 57 § 43; 1989 c 165 § 48.]
WA Rev Code § 23B.06.210 (2021)
2021 Revised Code of Washington|Title 23B - Washington Business Corporation Act|Chapter 23B.06 - Shares and Distributions.|23B.06.210 - Issuance of shares.

RCW 23B.06.210 Issuance of shares.(1) The powers granted in this section to the board of directors may be reserved to the shareholders by the articles of incorporation.(2) Any issuance of shares must be approved by the board of directors. Shares may be issued for consideration consisting of any tangible or intangible property or benefit to the corporation, including cash, promissory notes, services performed, contracts for services to be performed, or other securities of the corporation.(3) A good faith determination by the board of directors that the consideration received or to be received for the shares to be issued is adequate is conclusive insofar as the adequacy of consideration relates to whether the shares are validly issued, fully paid and nonassessable. When the board of directors has made such a determination and the corporation has received the consideration, the shares issued therefor are fully paid and nonassessable.(4) The corporation may place in escrow shares issued for a contract for future services or benefits or a promissory note, or make other arrangements to restrict the transfer of the shares, and may credit distributions in respect to the shares against their purchase price, until the services are performed, the benefits are received, or the note is paid. If the services are not performed, the benefits are not received, or the note is not paid, the shares escrowed or restricted and the distributions credited may be canceled in whole or part.(5) Where it cannot be determined that outstanding shares are fully paid and nonassessable, there shall be a conclusive presumption that such shares are fully paid and nonassessable if the board of directors makes a good faith determination that there is no substantial evidence that the full consideration for such shares has not been paid.[ 2009 c 189 § 8; 1989 c 165 § 49.]
WA Rev Code § 23B.06.220 (2021)
2021 Revised Code of Washington|Title 23B - Washington Business Corporation Act|Chapter 23B.06 - Shares and Distributions.|23B.06.220 - Liability of shareholders.

RCW 23B.06.220 Liability of shareholders.A purchaser from a corporation of its own shares is not liable to the corporation or its creditors with respect to the shares except to pay the consideration for which the shares were approved to be issued under RCW 23B.06.210 or specified in the subscription agreement under RCW 23B.06.200.[ 2009 c 189 § 9; 1989 c 165 § 50.]
WA Rev Code § 23B.06.230 (2021)
2021 Revised Code of Washington|Title 23B - Washington Business Corporation Act|Chapter 23B.06 - Shares and Distributions.|23B.06.230 - Share dividends.

RCW 23B.06.230 Share dividends.(1) Unless the articles of incorporation provide otherwise, shares may be issued pro rata and without consideration to the corporation's shareholders or to the shareholders of one or more classes or series. An issuance of shares under this subsection is a share dividend.(2) Shares of one class or series may not be issued as a share dividend in respect to shares of another class or series unless (a) the articles of incorporation so authorize, (b) a majority of the votes entitled to be cast by the class or series to be issued approve the issue, or (c) there are no outstanding shares of the class or series to be issued.[ 1989 c 165 § 51.]
WA Rev Code § 23B.06.240 (2021)
2021 Revised Code of Washington|Title 23B - Washington Business Corporation Act|Chapter 23B.06 - Shares and Distributions.|23B.06.240 - Share options.

RCW 23B.06.240 Share options.(1) Unless the articles of incorporation provide otherwise, a corporation may issue rights, options, or warrants for the purchase of shares of the corporation. The board of directors shall determine the terms upon which the rights, options, or warrants are issued, their form and content, and the terms and conditions relating to their exercise, including the time or times, the conditions precedent, and the consideration for which and the holders by whom the rights, options, or warrants may be exercised.(2) The terms of rights, options, or warrants, including the time or times, the conditions precedent, and the consideration for which and the holders by whom the rights, options, or warrants may be exercised, as well as their duration (a) may preclude or limit the exercise, transfer, or receipt of such rights, options, or warrants or invalidate or void any rights, options, or warrants and (b) may be made dependent upon facts ascertainable outside the documents evidencing them or outside the resolution or resolutions adopted by the board of directors creating such rights, options, or warrants if the manner in which those facts operate on the rights, options, or warrants or the holders thereof is clearly set forth in the documents or the resolutions. For purposes of this section, "facts ascertainable outside the documents evidencing them or outside the resolution or resolutions adopted by the board of directors creating such rights, options, or warrants" includes, but is not limited to, the existence of any condition or the occurrence of any event, including, without limitation, a determination or action by any person or body, including the corporation, its board of directors, or an officer, employee, or agent of the corporation.[ 2020 c 194 § 6; 1998 c 104 § 3; 1989 c 165 § 52.]
WA Rev Code § 23B.06.250 (2021)
2021 Revised Code of Washington|Title 23B - Washington Business Corporation Act|Chapter 23B.06 - Shares and Distributions.|23B.06.250 - Certificates.

RCW 23B.06.250 Certificates.(1) Shares may, but need not, be represented by certificates. Unless this title or another statute expressly provides otherwise, the rights and obligations of shareholders are identical regardless of whether their shares are represented by certificates.(2) At a minimum each share certificate must state on its face:(a) The name of the issuing corporation and that it is organized under the laws of this state;(b) The name of the person to whom issued; and(c) The number and class of shares and the designation of the series, if any, the certificate represents.(3) If the issuing corporation is authorized to issue different classes of shares or different series within a class, the designations, relative rights, preferences, and limitations applicable to each class and the variations in rights, preferences, and limitations determined for each series, and the authority of the board of directors to determine variations for future series, must be summarized on the front or back of each certificate. Alternatively, each certificate may state conspicuously on its front or back that the corporation will furnish the shareholder this information without charge on request in writing.(4) Each share certificate (a) must be executed by two officers designated in the bylaws or by the board of directors and (b) may bear the corporate seal or its facsimile.(5) If the person who executed a share certificate no longer holds office when the certificate is issued, the certificate is nevertheless valid.[ 2020 c 57 § 44; 1989 c 165 § 53.]
WA Rev Code § 23B.06.260 (2021)
2021 Revised Code of Washington|Title 23B - Washington Business Corporation Act|Chapter 23B.06 - Shares and Distributions.|23B.06.260 - Shares without certificates.

RCW 23B.06.260 Shares without certificates.(1) Unless the articles of incorporation or bylaws provide otherwise, the board of directors of a corporation may approve the issuance of some or all of the shares of any or all of its classes or series without certificates. The approval does not affect shares already represented by certificates until they are surrendered to the corporation.(2) Within a reasonable time after the issuance or transfer of shares without certificates, the corporation shall deliver to the shareholder a written statement containing the information required on certificates by RCW 23B.06.250 (2) and (3), and, if applicable, RCW 23B.06.270.[ 2020 c 57 § 45; 2009 c 189 § 10; 2002 c 297 § 18; 1989 c 165 § 54.]
WA Rev Code § 23B.06.270 (2021)
2021 Revised Code of Washington|Title 23B - Washington Business Corporation Act|Chapter 23B.06 - Shares and Distributions.|23B.06.270 - Restriction on transfer of shares and other securities.

RCW 23B.06.270 Restriction on transfer of shares and other securities.(1) The articles of incorporation, bylaws, an agreement among shareholders, or an agreement between shareholders and the corporation may impose restrictions on the transfer or registration of transfer of shares of the corporation. A restriction does not affect shares issued before the restriction was adopted unless the holders of the shares are parties to the restriction agreement or voted in favor of the restriction.(2) A restriction on the transfer or registration of transfer of shares is valid and enforceable against the holder or a transferee of the holder if the restriction is authorized by this section and its existence is noted conspicuously on the front or back of the certificate or is contained in the information statement required by RCW 23B.06.260(2). Unless so noted, a restriction is not enforceable against a person without knowledge of the restriction.(3) A restriction on the transfer or registration of transfer of shares is authorized:(a) To maintain the corporation's status when it is dependent on the number or identity of its shareholders;(b) To preserve exemptions under federal or statesecurities law; or(c) For any other reasonable purpose.(4) A restriction on the transfer or registration of transfer of shares may:(a) Obligate the shareholder first to offer the corporation or other persons, separately, consecutively, or simultaneously, an opportunity to acquire the restricted shares;(b) Obligate the corporation or other persons, separately, consecutively, or simultaneously, to acquire the restricted shares;(c) Require the corporation, the holders of any class of its shares, or another person to approve the transfer of the restricted shares, if the requirement is not manifestly unreasonable; or(d) Prohibit the transfer of the restricted shares to designated persons or classes of persons, if the prohibition is not manifestly unreasonable.(5) For purposes of this section, "shares" includes a security convertible into or carrying a right to subscribe for or acquire shares.[ 1989 c 165 § 55.]