reglab/statecodes huggingface dataset:
2023 Revised Code of Washington › Title 23B - Washington Business Corporation Act › Chapter 23B.01 - General Provisions. › 23B.01.230 - Effective time and date of document.

RCW 23B.01.230
Effective time and date of document.
A document filed with the secretary of state is effective as provided in RCW 23.95.210, and may state a delayed effective date and time in accordance with RCW 23.95.210.
[ 2020 c 57 § 35; 2015 c 176 § 2103; 2002 c 297 § 4; 1989 c 165 § 6.]
NOTES:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
2023 Revised Code of Washington › Title 23B - Washington Business Corporation Act › Chapter 23B.01 - General Provisions. › 23B.01.240 - Correcting filed documents.

RCW 23B.01.240
Correcting filed documents.
A domestic or foreign corporation may correct a document filed by the secretary of state in accordance with RCW 23.95.220.
[ 2020 c 57 § 36; 2015 c 176 § 2104; 2002 c 297 § 5; 1989 c 165 § 7.]
NOTES:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
2023 Revised Code of Washington › Title 23B - Washington Business Corporation Act › Chapter 23B.01 - General Provisions. › 23B.01.250 - Filing duty of secretary of state.

RCW 23B.01.250
Filing duty of secretary of state.
RCW 23.95.225 governs the secretary of state's duty to file documents delivered to the secretary of state for filing, the manner and effect of filing, and procedures that apply when the secretary of state refuses to file a document.
[ 2020 c 57 § 37; 2015 c 176 § 2105; 2002 c 297 § 6; 1989 c 165 § 8.]
NOTES:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
2023 Revised Code of Washington › Title 23B - Washington Business Corporation Act › Chapter 23B.01 - General Provisions. › 23B.01.280 - Certificate of existence or registration.

RCW 23B.01.280
Certificate of existence or registration.
Any person may apply to the secretary of state under RCW 23.95.235 to furnish a certificate of existence for a domestic corporation or a certificate of registration for a foreign corporation.
[ 2015 c 176 § 2106; 1991 c 72 § 27; 1989 c 165 § 11.]
NOTES:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
2023 Revised Code of Washington › Title 23B - Washington Business Corporation Act › Chapter 23B.01 - General Provisions. › 23B.01.290 - Penalty for signing false document.

RCW 23B.01.290
Penalty for signing false document.
RCW 23.95.240 governs the penalty that applies for executing a false document that is intended to be delivered to the secretary of state for filing.
[ 2020 c 57 § 38; 2015 c 176 § 2107; 1989 c 165 § 12.]
NOTES:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
2023 Revised Code of Washington › Title 23B - Washington Business Corporation Act › Chapter 23B.01 - General Provisions. › 23B.01.300 - Powers.

RCW 23B.01.300
Powers.
The secretary of state has the power reasonably necessary to perform the duties required of the secretary of state by this title, including adoption, amendment, or repeal of rules for the efficient administration of this title.
[ 1989 c 165 § 13.]
2023 Revised Code of Washington › Title 23B - Washington Business Corporation Act › Chapter 23B.01 - General Provisions. › 23B.01.420 - Notice—Common address—Address defined—Shareholders consent.

RCW 23B.01.420
Notice—Common address—Address defined—Shareholders consent.
(1) A corporation has delivered written notice or any other report or statement to all shareholders of record who share a common address if all of the following requirements are met:
(a) The corporation delivers one copy of the notice, report, or statement to the common address;
(b) The corporation addresses the notice, report, or statement to the shareholders who share that address either as a group or to each of the shareholders individually or in any other manner to which each of those shareholders has consented; and
(c) Each of those shareholders consents to delivery of a single copy of such notice, report, or statement to the shareholders' common address.
(2) For purposes of this section, "address" means a street address, a post office box number, a facsimile telephone number, an address, location, or system for electronic transmissions, an electronic mail address, or another similar destination to which documents are delivered.
(3) Any consent described in subsection (1) of this section is revocable by any shareholder who delivers written notice of revocation to the corporation. If the written notice of revocation is delivered, the corporation must begin providing individual notices, reports, or statements to the revoking shareholder within thirty days after delivery of the written notice of revocation.
(4) Any shareholder who fails to object by written notice to the corporation, within 60 days of written notice by the corporation of its intention to deliver single copies of notices, reports, or statements to shareholders who share a common address as permitted by subsection (1) of this section, will be deemed to have consented to receiving single copies at the common address, on condition that the notice of intention explains that consent may be revoked and the method for revoking consent.
[ 2021 c 84 § 3; 2020 c 57 § 41; 2003 c 35 § 1.]
2023 Revised Code of Washington › Title 23B - Washington Business Corporation Act › Chapter 23B.01 - General Provisions. › 23B.01.520 - Domestic corporations—Filing, initial, and annual license fees.

RCW 23B.01.520
Domestic corporations—Filing, initial, and annual license fees.
For the privilege of doing business, every domestic corporation, except one for which existing law provides a different fee schedule, shall pay a fee for the filing of its articles of incorporation and its first year's license, and an annual license fee for each year following incorporation on or before the expiration of its corporate license, in an amount established by the secretary of state under RCW 23.95.260.
[ 2015 c 176 § 2109; 1989 c 165 § 18.]
NOTES:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
2023 Revised Code of Washington › Title 23B - Washington Business Corporation Act › Chapter 23B.01 - General Provisions. › 23B.01.540 - Foreign corporations—Filing and annual license fees.

RCW 23B.01.540
Foreign corporations—Filing and annual license fees.
A foreign corporation doing an intrastate business or seeking to do an intrastate business in the state of Washington shall pay for the privilege of so doing the same filing and annual license fees prescribed in RCW 23B.01.520 for domestic corporations.
[ 2015 c 176 § 2110; 1989 c 165 § 20.]
NOTES:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
2023 Revised Code of Washington › Title 23B - Washington Business Corporation Act › Chapter 23B.01 - General Provisions. › 23B.01.570 - Penalty for nonpayment of annual corporate license fees and failure to file a substantially complete annual report—Payment of delinquent fees—Rules.

RCW 23B.01.570
Penalty for nonpayment of annual corporate license fees and failure to file a substantially complete annual report—Payment of delinquent fees—Rules.
In the event any domestic corporation fails to file a full and complete initial report under RCW 23.95.255, or in the event any corporation, foreign or domestic, does business in this state without having paid its annual corporate license fee and without having filed a substantially complete annual report under RCW 23.95.255 when either is due, there shall become due and owing the state of Washington a penalty as established by rule by the secretary under RCW 23.95.260.
A corporation organized under this title may at any time prior to its dissolution as provided in Article 6 of chapter 23.95 RCW, and a foreign corporation registered to do business in this state may at any time prior to the termination of its registration as provided in RCW 23.95.550, pay to the state of Washington its current annual license fee, provided it also pays an amount equal to all previously unpaid annual license fees plus the penalty established by rule by the secretary under RCW 23.95.260.
[ 2017 c 31 § 4; 2015 c 176 § 2111; 1994 c 287 § 6; 1991 c 72 § 30; 1989 c 165 § 23.]
NOTES:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
2023 Revised Code of Washington › Title 23B - Washington Business Corporation Act › Chapter 23B.01 - General Provisions. › 23B.01.590 - Public service companies entitled to deductions.

RCW 23B.01.590
Public service companies entitled to deductions.
The annual fee required to be paid to the Washington utilities and transportation commission by any public service corporation shall be deducted from the annual license fee provided in this title and the excess only shall be collected.
It shall be the duty of the commission to furnish to the secretary of state on or before July 1st of each year a list of all public service corporations with the amount of annual license fees paid to the commission for the current year.
[ 1989 c 165 § 25.]
2023 Revised Code of Washington › Title 23B - Washington Business Corporation Act › Chapter 23B.02 - Incorporation. › 23B.02.010 - Incorporators.

RCW 23B.02.010
Incorporators.
One or more persons may act as the incorporator or incorporators of a corporation by delivering articles of incorporation to the secretary of state for filing.
[ 1989 c 165 § 26.]
2023 Revised Code of Washington › Title 23B - Washington Business Corporation Act › Chapter 23B.02 - Incorporation. › 23B.02.020 - Articles of incorporation.

RCW 23B.02.020
Articles of incorporation.
(1) The articles of incorporation must include:
(a) A corporate name for the corporation that satisfies the requirements of Article 3 of chapter 23.95 RCW;
(b) The number of shares the corporation is authorized to issue in accordance with RCW 23B.06.010 and 23B.06.020;
(c) The name and address of the corporation's initial registered agent designated in accordance with Article 4 of chapter 23.95 RCW; and
(d) The name and address of each incorporator in accordance with RCW 23B.02.010.
(2) The articles of incorporation may include:
(a) The names and addresses of the individuals who are to serve as initial directors;
(b) The par value of any authorized shares or classes of shares;
(c) Provisions not inconsistent with law regarding:
(i) The purpose or purposes for which the corporation is organized;
(ii) Managing the business and regulating the affairs of the corporation; or
(iii) Defining, limiting, and regulating the powers of the corporation, its board of directors, and shareholders;
(d) Any provision that under this title is required or permitted to be set forth in the bylaws;
(e) A provision eliminating or limiting a director's personal liability to the corporation or its shareholders for monetary damages for conduct as a director in accordance with RCW 23B.08.320;
(f) A provision permitting or making obligatory indemnification of a director made a party to a proceeding, or advancement or reimbursement of expenses incurred by a director in a proceeding to the extent permitted by RCW 23B.08.560; and
(g) A provision limiting or eliminating any duty of a director or any other person to offer the corporation the right to have or participate in any, or one or more classes or categories of, business opportunities, prior to the pursuit or taking of the opportunity by the director or other person in accordance with RCW 23B.08.735(1)(b).
(3) The articles of incorporation need not set forth any of the corporate powers enumerated in this title.
(4) Provisions in the articles of incorporation may be made dependent on facts objectively ascertainable outside the articles of incorporation in accordance with RCW 23B.01.200(3).
[ 2020 c 194 § 2; 2019 c 141 § 1. Prior: 2015 c 176 § 2112; 2015 c 20 § 2; 2009 c 189 § 3; 2002 c 297 § 11; 1997 c 19 § 1; 1996 c 155 § 5; 1994 c 256 § 27; 1989 c 165 § 27.]
NOTES:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
Findings—Construction—1994 c 256: See RCW 43.320.007.
2023 Revised Code of Washington › Title 23B - Washington Business Corporation Act › Chapter 23B.02 - Incorporation. › 23B.02.030 - Effect of filing.

RCW 23B.02.030
Effect of filing.
(1) Unless a delayed effective date is specified, the corporate existence begins when the articles of incorporation are filed.
(2) The secretary of state's filing of the articles of incorporation is conclusive proof that the incorporators satisfied all conditions precedent to the incorporation except in a proceeding by the state to cancel or revoke the incorporation or involuntarily to dissolve the corporation.
[ 1989 c 165 § 28.]
2023 Revised Code of Washington › Title 23B - Washington Business Corporation Act › Chapter 23B.02 - Incorporation. › 23B.02.032 - Certificate of authority as insurance company—Filing of records.

RCW 23B.02.032
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 § 12; 1998 c 23 § 6.]
2023 Revised Code of Washington › Title 23B - Washington Business Corporation Act › Chapter 23B.02 - Incorporation. › 23B.02.040 - Liability for preincorporation transactions.

RCW 23B.02.040
Liability for preincorporation transactions.
All persons purporting to act as or on behalf of a corporation, knowing there was no incorporation under this title, are jointly and severally liable for liabilities created while so acting except for any liability to any person who also knew that there was no incorporation.
[ 1989 c 165 § 29.]
2023 Revised Code of Washington › Title 23B - Washington Business Corporation Act › Chapter 23B.02 - Incorporation. › 23B.02.050 - Organization of corporation.

RCW 23B.02.050
Organization of corporation.
(1) After incorporation:
(a) If initial directors are named in the articles of incorporation, the initial directors shall hold an organizational meeting, at the call of a majority of the directors, to complete the organization of the corporation by appointing officers, adopting bylaws, and carrying on any other business brought before the meeting;
(b) If initial directors are not named in the articles, the incorporator or incorporators shall hold an organizational meeting at the call of a majority of the incorporators:
(i) To elect directors and complete the organization of the corporation; or
(ii) To elect a board of directors who shall complete the organization of the corporation.
(2) Corporate action required or permitted by this title to be approved by incorporators at an organizational meeting may be approved without a meeting if the approval is evidenced by one or more written consents describing the corporate action so approved and executed by each incorporator.
(3) An organizational meeting may be held in or out of this state.
(4) A corporation must deliver an initial report to the secretary of state in accordance with RCW 23.95.255.
[ 2020 c 57 § 42; 2015 c 176 § 2113; 2009 c 189 § 4; 2002 c 297 § 13; 1991 c 72 § 31; 1989 c 165 § 30.]
NOTES:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
2023 Revised Code of Washington › Title 23B - Washington Business Corporation Act › Chapter 23B.02 - Incorporation. › 23B.02.060 - Bylaws.

RCW 23B.02.060
Bylaws.
(1) The incorporators or board of directors of a corporation must adopt initial bylaws for the corporation.
(2) The bylaws of a corporation may contain any provision for managing the business and regulating the affairs of the corporation to the extent the provision does not infringe upon or limit the exclusive authority of the board of directors under RCW 23B.08.010(2)(b) or otherwise conflict with this title or any other law, the articles of incorporation, or a shareholders' agreement authorized by RCW 23B.07.320.
[ 2020 c 194 § 3; 2011 c 328 § 1; 2009 c 189 § 5; 1989 c 165 § 31.]
2023 Revised Code of Washington › Title 23B - Washington Business Corporation Act › Chapter 23B.02 - Incorporation. › 23B.02.070 - Emergency bylaws.

RCW 23B.02.070
Emergency bylaws.
(1) Unless the articles of incorporation provide otherwise, the board of directors of a corporation may adopt bylaws to be effective only in an emergency defined in subsection (4) of this section. The emergency bylaws, which are subject to amendment or repeal by the shareholders, may make all provisions necessary for managing the corporation during the emergency, including:
(a) Procedures for calling a meeting of the board of directors;
(b) Quorum requirements for the meeting; and
(c) Designation of additional or substitute directors.
(2) All provisions of the regular bylaws consistent with the emergency bylaws remain effective during the emergency. The emergency bylaws are not effective after the emergency ends.
(3) Corporate action taken in good faith in accordance with the emergency bylaws:
(a) Binds the corporation; and
(b) May not be used to impose liability on a corporate director, officer, employee, or agent.
(4) An emergency exists for purposes of this section if a quorum of the corporation's directors cannot readily be assembled because of some catastrophic event.
[ 1989 c 165 § 32.]
2023 Revised Code of Washington › Title 23B - Washington Business Corporation Act › Chapter 23B.02 - Incorporation. › 23B.02.080 - Forum selection.

RCW 23B.02.080
Forum selection.
(1) The articles of incorporation or bylaws may contain provisions that require any or all internal corporate proceedings to be commenced and maintained exclusively in any specified court or courts of this state and, if so specified, in any additional courts in this state or in any other jurisdictions with which the corporation has a reasonable relationship.
(2) A provision permitted under subsection (1) of this section:
(a) May not confer jurisdiction on any court, over any person, or of any proceeding; and
(b) May not (i) prohibit commencing or maintaining an internal corporate proceeding in the courts of this state or (ii) require claims asserted in an internal corporate proceeding to be determined by arbitration.
(3) If the court or courts of this state specified in a provision permitted under subsection (1) of this section do not have jurisdiction, but any other court or courts specified in the provision do have jurisdiction, then the internal corporate proceeding may be commenced and maintained:
(a) In any court of this state that has jurisdiction; or
(b) In any other court specified in the provision that has jurisdiction.
(4) If no court specified in a provision permitted under subsection (1) of this section has jurisdiction, then the internal corporate proceeding may be commenced and maintained in any court that has jurisdiction.
(5) For purposes of this section, "internal corporate proceeding" means (a) any proceeding asserting a claim based on a violation of a duty under the laws of this state by a current or former director, officer, or shareholder in such capacity, (b) any proceeding commenced or maintained in the right of the corporation, (c) any proceeding asserting a claim arising pursuant to any provision of the act or the corporation's articles of incorporation or bylaws, or (d) any proceeding asserting a claim concerning the internal affairs of the corporation that is not included in (a) through (c) of this subsection.
[ 2017 c 28 § 9.]
2023 Revised Code of Washington › Title 23B - Washington Business Corporation Act › Chapter 23B.03 - Powers and Purposes. › 23B.03.010 - Purposes.

RCW 23B.03.010
Purposes.
(1) Every corporation incorporated under this title has the purpose of engaging in any lawful business unless a more limited purpose is set forth in the articles of incorporation.
(2) Corporations organized for the purposes of banking or engaging in business as an insurer shall not be organized under this title.
[ 1989 c 165 § 33.]
2023 Revised Code of Washington › Title 23B - Washington Business Corporation Act › Chapter 23B.03 - Powers and Purposes. › 23B.03.030 - Emergency powers.

RCW 23B.03.030
Emergency powers.
(1) In anticipation of or during an emergency defined in subsection (4) of this section, the board of directors of a corporation may:
(a) Modify lines of succession to accommodate the incapacity of any director, officer, employee, or agent; and
(b) Relocate the principal office, designate alternative principal offices or regional offices, or authorize the officers to do so.
(2) During an emergency defined in subsection (4) of this section, unless emergency bylaws provide otherwise:
(a) Notice of a meeting of the board of directors need be given only to those directors whom it is practicable to reach and may be given in any practicable manner, including by publication and radio; and
(b) One or more officers of the corporation present at a meeting of the board of directors may be deemed to be directors for the meeting in order of rank and within the same rank in order of seniority, as necessary to achieve a quorum.
(3) Corporate action taken in good faith during an emergency under this section to further the business affairs of the corporation:
(a) Binds the corporation; and
(b) May not be used to impose liability on a corporate director, officer, employee, or agent.
(4) An emergency exists for purposes of this section if a quorum of the corporation's directors cannot readily be assembled because of some catastrophic event.
[ 1989 c 165 § 35.]
2023 Revised Code of Washington › Title 23B - Washington Business Corporation Act › Chapter 23B.03 - Powers and Purposes. › 23B.03.040 - Ultra vires.

RCW 23B.03.040
Ultra vires.
(1) Except as provided in subsection (2) of this section, corporate action may not be challenged on the ground that the corporation lacks or lacked power to act.
(2) A corporation's power to act may be challenged:
(a) In a proceeding by a shareholder against the corporation to enjoin the act;
(b) In a proceeding by the corporation, directly, derivatively, or through a receiver, trustee, or other legal representative, against an incumbent or former director, officer, employee, or agent of the corporation; or
(c) In a proceeding by the attorney general under RCW 23B.14.300.
(3) In a shareholder's proceeding under subsection (2)(a) of this section to enjoin an unauthorized corporate act, the court may enjoin or set aside the act, and may award damages for loss suffered by the corporation or another party because of enjoining or setting aside the unauthorized act.
[ 1989 c 165 § 36.]
2023 Revised Code of Washington › Title 23B - Washington Business Corporation Act › Chapter 23B.04 - Name. › 23B.04.010 - Corporate name.

RCW 23B.04.010
Corporate name.
A corporate name must comply with the requirements of Article 3 of chapter 23.95 RCW.
[ 2015 c 176 § 2114; 2012 c 215 § 18; 1998 c 102 § 1; 1994 c 211 § 1304. Prior: 1991 c 269 § 36; 1991 c 72 § 32; 1989 c 165 § 37.]
NOTES:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
Effective date—1994 c 211: See note following RCW 18.04.025.
2023 Revised Code of Washington › Title 23B - Washington Business Corporation Act › Chapter 23B.04 - Name. › 23B.04.020 - Reserved name.

RCW 23B.04.020
Reserved name.
A person may reserve the exclusive use of a corporate name in accordance with RCW 23.95.310.
[ 2015 c 176 § 2115; 1989 c 165 § 38.]
NOTES:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
2023 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.
2023 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.]
2023 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.]
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.]
2023 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.]
2023 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.]
2023 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.]
2023 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.]
2023 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:
(a) For consideration determined by the board of directors from time to time 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; or
(b) As a share dividend or upon a stock split, reclassification of outstanding shares into shares of another class or series, or conversion of outstanding shares into shares of another class or series.
(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. Shares issued as a share dividend or upon a stock split, reclassification of outstanding shares into shares of another class or series, or conversion of outstanding shares into shares of another class or series 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.
[ 2023 c 432 § 2; 2009 c 189 § 8; 1989 c 165 § 49.]
2023 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.]
2023 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.
(3) The board of directors may fix the record date for determining shareholders entitled to a share dividend, which date may not precede the date on which the resolution fixing the record date is approved by the board of directors. If the board of directors does not fix the record date for determining shareholders entitled to a share dividend, the record date is the date the board of directors authorizes the share dividend.
[ 2022 c 42 § 102; 1989 c 165 § 51.]
2023 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.]
2023 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.]
2023 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.]
2023 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 state
securities 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.]