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WashingtonSB 50062025-2026 Regular SessionSenateWALLET

Making updates to Washington's corporation acts.

Sponsored By: Jamie Pedersen (Democratic)

Became Law

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Bill Overview

Analyzed Economic Effects

5 provisions identified: 1 benefits, 0 costs, 4 mixed.

Stronger cash rights for dissenting shareholders

Shareholders can dissent and be paid the fair value of their shares when a corporation converts to certain other entity types, if they were entitled to vote and follow the procedures. If a merger leaves an out-of-state company as the survivor, that company appoints the Washington Secretary of State to accept legal papers for dissenters and agrees to pay amounts owed promptly. This makes it easier to enforce payment after a merger.

Boards control and limit equity awards

Companies can issue rights, options, or warrants to buy shares. The board sets all terms, and its approval also covers the underlying shares. The board can write rules that block exercise or transfer by people over a set ownership percent, and can void those rights. The board can let officers choose who gets awards and how many within board-set limits, but officers cannot grant to themselves or others the board marks as ineligible.

Limits on committees, setup made easier

Boards can create committees with one or more directors and can name alternates to fill in. Committees cannot do major actions, like change bylaws or articles, approve mergers or big asset sales, authorize dissolution, fill most board seats, or approve actions that need a shareholder vote. Committees also cannot approve distributions except within a board-set formula or limits. If allowed by the articles, bylaws, or resolution, committee members can unanimously appoint a director to fill in. Creating committees does not remove directors’ legal duties.

New vote rules to dissolve companies

For corporations formed on or after August 1, 2024, dissolving the company needs a majority of all votes and a majority of each voting group, unless a higher vote is required. Corporations formed before August 1, 2024 usually still need two‑thirds of all votes and two‑thirds of each voting group, unless their articles or board require a different rule within legal limits. These rules shape how and when companies can wind up and return cash to shareholders.

Nonprofit boards get committee updates

Nonprofit boards can create committees with one or more directors. Voting members are generally directors only, except when insurance law, ERISA plan duties, or other law require non-directors. Advisory committees with non-directors can advise but cannot use board powers. Committees cannot take major actions like authorizing distributions, changing bylaws, major asset deals, or voluntary dissolution.

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Sponsors & Cosponsors

Sponsor

  • Jamie Pedersen

    Democratic • Senate

Cosponsors

  • Jeff Holy

    Republican • Senate

  • Lisa Wellman

    Democratic • Senate

  • T'wina Nobles

    Democratic • Senate

Roll Call Votes

All Roll Calls

Yes: 141 • No: 6

House vote • 3/26/2025

3rd Reading & Final Passage

Yes: 92 • No: 6

Senate vote • 2/5/2025

3rd Reading & Final Passage

Yes: 49 • No: 0

Actions Timeline

  1. Effective date 7/27/2025.

    4/4/2025Senate

  2. Chapter 4, 2025 Laws.

    4/4/2025Senate

  3. Governor signed.

    4/4/2025legislature

  4. Delivered to Governor.

    4/1/2025legislature

  5. Speaker signed.

    3/31/2025legislature

  6. President signed.

    3/28/2025legislature

  7. Third reading, passed; yeas, 92; nays, 6; absent, 0; excused, 0.

    3/26/2025Senate

  8. Rules suspended. Placed on Third Reading.

    3/26/2025Senate

  9. Rules Committee relieved of further consideration. Placed on second reading.

    3/25/2025Senate

  10. Referred to Rules 2 Review.

    3/21/2025Senate

  11. CRJ - Executive action taken by committee.

    3/19/2025Senate

  12. Minority; without recommendation.

    3/19/2025Senate

  13. CRJ - Majority; do pass.

    3/19/2025Senate

  14. First reading, referred to Civil Rights & Judiciary.

    2/7/2025Senate

  15. Third reading, passed; yeas, 49; nays, 0; absent, 0; excused, 0.

    2/5/2025Senate

  16. Rules suspended. Placed on Third Reading.

    2/5/2025Senate

  17. Placed on second reading consent calendar.

    1/29/2025Senate

  18. Passed to Rules Committee for second reading.

    1/17/2025Senate

  19. LAW - Majority; do pass.

    1/16/2025Senate

  20. First reading, referred to Law & Justice.

    1/13/2025Senate

  21. Introduced

    1/13/2025Senate

Bill Text

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