Wash. Rev. Code § 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.
Revised Code of Washington Chapter 23B.02 — Incorporation
Washington · statute · Wash. Rev. Code ch. 23B.02 · 9 active provisions
Wash. Rev. Code § 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…
Wash. Rev. Code § 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…
Wash. Rev. Code § 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 record…
Wash. Rev. Code § 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.
Wash. Rev. Code § 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…
Wash. Rev. Code § 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…
Wash. Rev. Code § 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 m…
Wash. Rev. Code § 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 co…