Title 23B — Title 23B WASHINGTON BUSINESS CORPORATION ACT
22 chapters · 253 sections in this title.
RCW 23B.02.010 Incorporators.
0.2K chars
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 s 26.]
RCW 23B.02.020 Articles of incorporation.
2.4K chars
(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 …
RCW 23B.02.030 Effect of filing.
0.4K chars
(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 …
RCW 23B.02.032 Certificate of authority as insurance company—Filing of records.
0.4K chars
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…
RCW 23B.02.040 Liability for preincorporation transactions.
0.3K chars
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.[ 198…
RCW 23B.02.050 Organization of corporation.
1.3K chars
(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 by…
RCW 23B.02.060 Bylaws.
0.6K chars
(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 infrin…
RCW 23B.02.070 Emergency bylaws.
1.1K chars
(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,…
RCW 23B.02.080 Forum selection.
2.0K chars
(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 a…