Washington · statute · Wash. Rev. Code ch. 23B.06 · 17 active provisions
(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 for each class, and, prior to the issuan…
(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 issuance of any shares of that class, or (…
(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 outstanding shares is subject to the limitat…
(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 enough scrip to equal a full share.(2) E…
(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 subscriptions for shares that were entered…
(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 directors from time to time consisting of any…
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 23B.06.200.
(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) Shares of one class or series may not be issu…
(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 warrants are issued and may become exercis…
(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 certificate must state on its face:(a)…
(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 by certificates until they are surrende…
(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 before the restriction was adopted unless the…
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.
(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 incorporation that "the corporation elects to…
(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 amendment of the articles of incorporati…
(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 shareholders entitled to a distribution, whi…
(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 required to, include a change in the author…