Title 23B — Title 23B WASHINGTON BUSINESS CORPORATION ACT

This title shall be known and may be cited as the "Washington business corporation act."[ 1989 c 165 s 1.]

The legislature has power to amend or repeal all or part of this title at any time and all domestic and foreign corporations subject to this title are governed by the amendment or repeal.[ 1989 c 165 s 2.]

(1) A document required or permitted by this title to be filed in the office of the secretary of state must satisfy the requirements of Article 2 of chapter 23.95 RCW, this section, and any other section that adds to or varies from these requirements, to be entitled to filing by …

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…

For those corporations that have a certificate of authority, are applying for, or intend to apply for a certificate of authority from the department of financial institutions as a bank, trust company, or the holding company thereof, under *Title 30 RCW, or as a savings bank or ho…

Corporations are subject to the applicable fees, charges, and penalties established by the secretary of state under RCW 23.95.260 and 43.07.120.[ 2015 c 176 s 2102; 2002 c 297 s 3; 1993 c 269 s 2; 1992 c 107 s 7; 1991 c 72 s 26; 1990 c 178 s 1; 1989 c 165 s 5.]Notes:Effective dat…

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 s 35; 2015 c 176 s 2103; 2002 c 297 s 4; 1989 c 165 s 6.]Notes:Effective date—Contingent effective …

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 s 36; 2015 c 176 s 2104; 2002 c 297 s 5; 1989 c 165 s 7.]Notes:Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.1…

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 s 37; 2015 c 176 s 2105; 2002 c 297 …

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 s 2106; 1991 c 72 s 27; 1989 c 165 s 11.]Notes:Effective date—Contingent eff…

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 s 38; 2015 c 176 s 2107; 1989 c 165 s 12.]Notes:Effective date—Contingent effective date—2015 c 176: See note following …

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 s 13.]

The definitions in this section apply throughout this title unless the context clearly requires otherwise.(1) "Articles of incorporation" include amended and restated articles of incorporation and articles of merger.(2) "Authorized shares" means the shares of all classes a domest…

(1) A notice under this title must be in writing, except that oral notice of any meeting of the board of directors may be given if expressly authorized by the articles of incorporation or bylaws. A notice includes material that this title or the corporation's articles of incorpor…

(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…

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 in…

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 s 2110; 1989 c…

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 substantia…

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 fur…

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.]

(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 …

(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 …

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…

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…

(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…

(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…

(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,…

(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…

(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 no…

(1) Unless its articles of incorporation provide otherwise, every corporation has perpetual duration and succession in its corporate name.(2) Unless its articles of incorporation provide otherwise, every corporation has the same powers as an individual to do all things necessary …

(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, de…

(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 enjo…

A corporate name must comply with the requirements of Article 3 of chapter 23.95 RCW.[ 2015 c 176 s 2114; 2012 c 215 s 18; 1998 c 102 s 1; 1994 c 211 s 1304. Prior: 1991 c 269 s 36; 1991 c 72 s 32; 1989 c 165 s 37.]Notes:Effective date—Contingent effective date—2015 c 176: See no…

A person may reserve the exclusive use of a corporate name in accordance with RCW 23.95.310.[ 2015 c 176 s 2115; 1989 c 165 s 38.]Notes:Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.

A foreign corporation may register its corporate name in accordance with RCW 23.95.315.[ 2015 c 176 s 2116; 1989 c 165 s 39.]Notes:Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.

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…

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…

Each corporation must continuously maintain in this state a registered agent in accordance with Article 4 of chapter 23.95 RCW.[ 2015 c 176 s 2117; 2002 c 297 s 15; 1989 c 165 s 40.]Notes:Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.

(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 s 2118; 2002 c 297 s 16; 1989 c 165 s 41.]Notes:Effe…

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 s 2119; 1989 c 165 s 42.]Notes:Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.

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 s 2120; 1989 c 165 s 43.]Notes:Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.

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 te…

(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 …

(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…

(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…

(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 …

(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…

(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…

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 …

(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…