Title 23B — Title 23B WASHINGTON BUSINESS CORPORATION ACT
22 chapters · 253 sections in this title.
RCW 23B.06.010 Authorized shares.
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(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 …
RCW 23B.06.020 Terms of class or series.
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(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 is…
RCW 23B.06.030 Issued and outstanding shares.
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(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 outs…
RCW 23B.06.040 Fractional shares.
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(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 …
RCW 23B.06.200 Subscription for shares before incorporation.
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(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 sub…
RCW 23B.06.210 Issuance of shares.
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(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 direc…
RCW 23B.06.220 Liability of shareholders.
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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 …
RCW 23B.06.230 Share dividends.
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(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) Share…
RCW 23B.06.240 Share rights, options, warrants, and awards.
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(1) Unless the articles of incorporation provide otherwise, a corporation may issue rights, options, or warrants for the purchase of shares or other securities of the corporation. The board of directors must determine the terms and conditions upon which the rights, options, or wa…
RCW 23B.06.250 Certificates.
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(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…
RCW 23B.06.260 Shares without certificates.
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(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…
RCW 23B.06.270 Restriction on transfer of shares and other securities.
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(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 befor…
RCW 23B.06.280 Expense of issue.
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A corporation may pay the expenses of selling or underwriting its shares, and of organizing or reorganizing the corporation, from the consideration received for shares.[ 1989 c 165 s 56.]
RCW 23B.06.300 Shareholders' preemptive rights.
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(1) The shareholders of a corporation do not have a preemptive right to acquire the corporation's unissued shares except to the extent the articles of incorporation provide otherwise or as set forth in subsection (2) of this section. A statement included in the articles of incorp…
RCW 23B.06.310 Corporation's acquisition of its own shares.
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(1) A corporation may acquire its own shares and shares so acquired constitute authorized but unissued shares.(2) If the articles of incorporation prohibit the reissue of acquired shares, the number of authorized shares is reduced by the number of shares acquired, effective upon …
RCW 23B.06.400 Distributions to shareholders.
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(1) A board of directors may approve and the corporation may make distributions to its shareholders subject to restriction by the articles of incorporation and the limitation in subsection (3) of this section.(2) The board of directors may fix the record date for determining shar…
RCW 23B.06.410 Stock split.
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(1) A corporation may effect a stock split by means of an amendment to the articles of incorporation stating the effect of the stock split on the outstanding shares of the affected class.(2) An amendment to the articles of incorporation to effect a stock split may, but is not req…