Washington · statute · Wash. Rev. Code ch. 24.06 · 114 active provisions
As used in this chapter, unless the context otherwise requires, the term:(1) "An officer of the corporation" means, in connection with the execution of documents submitted for filing with the secretary of state, the president, a vice president, the secretary, or the treasurer of the corporation.(2) "Articles of incorpo…
The provisions of this chapter relating to domestic corporations shall apply to:(1) All corporations organized hereunder; and(2) All corporations which were heretofore organized under any act repealed by the Washington nonprofit corporation act and which are not organized for a purpose or in a manner provided for by sa…
Corporations may be organized under this chapter for any lawful purpose including but not limited to mutual, social, cooperative, fraternal, beneficial, service, labor organization, and other purposes; but excluding purposes which by law are restricted to corporations organized under other statutes.
One or more individuals, partnerships, corporations or governmental bodies or agencies may incorporate a corporation by signing and delivering articles of incorporation in duplicate to the secretary of state.
The articles of incorporation shall set forth:(1) The name of the corporation.(2) The period of duration, which may be perpetual or for a stated number of years.(3) The purpose or purposes for which the corporation is organized.(4) The qualifications and the rights and responsibilities of the members and the manner of…
Each corporation shall have power:(1) To have perpetual succession by its corporate name unless a limited period of duration is stated in its articles of incorporation.(2) To sue and be sued, complain and defend, in its corporate name.(3) To have a corporate seal which may be altered at pleasure, and to use the same by…
(1) In addition to any other rights and powers granted under this chapter, any mutual or miscellaneous corporation that was organized under this chapter prior to June 10, 2004, and conducts its business on a cooperative basis is entitled, by means of an express election contained in its articles of incorporation or byl…
(1) A corporation subject to the provisions of this chapter shall not engage in any business, trade, a vocation or profession for profit: PROVIDED, That nothing contained herein shall be construed to forbid such a corporation from accumulating reserve, equity, surplus or other funds through subscriptions, fees, dues or…
No act of a corporation and no conveyance or transfer of real or personal property to or by a corporation shall be invalid by reason of the fact that the corporation was without capacity or power to do such act or to make or receive such conveyance or transfer, but such lack of capacity or power may be asserted:(1) In…
See RCW 23B.17.030.
The corporate name must comply with the requirements of Article 3 of chapter 23.95 RCW.
The exclusive right to the use of a corporate name may be reserved in accordance with RCW 23.95.310.
Any corporation, organized and existing under the laws of any state or territory of the United States[,] may register its corporate name in accordance with RCW 23.95.315.
A corporation[,] which has in effect a registration of its corporate name, may renew such registration in accordance with RCW 23.95.315.
Each domestic corporation and foreign corporation authorized to do business in this state shall have and continuously maintain in this state a registered agent in accordance with Article 4 of chapter 23.95 RCW.
A corporation may change its registered agent by delivering to the secretary of state for filing a statement of change in accordance with RCW 23.95.430.Any registered agent of a corporation may resign as agent by delivering to the secretary of state for filing a statement of resignation in accordance with RCW 23.95.445…
Service of any process, notice or demand required or permitted by law to be served upon the corporation may be made in accordance with RCW 23.95.450.
A corporation may have one or more classes of members. The designation of such class or classes, the manner of election, appointment or admission to membership, and the qualifications, responsibilities and rights of the members of each class shall be set forth in the articles of incorporation. A corporation may issue c…
(1) Each corporation which is organized with capital stock shall have the power to create and issue the number of shares stated in its articles of incorporation. Such shares may be divided into one or more classes, any or all of which classes may consist of shares with par value or shares without par value, with such d…
(1) Shares having a par value may be issued for such consideration expressed in dollars, not less than the par value thereof, as shall be fixed from time to time by the board of directors.(2) Shares without par value shall be issued for such consideration expressed in dollars as may be fixed from time to time by the bo…
The shares of a corporation shall be represented by certificates signed by the president or vice president and the secretary or an assistant secretary of the corporation, and may be sealed with the seal of the corporation or a facsimile thereof. The signatures of the president or vice president and the secretary or ass…
A holder of or subscriber to shares of a corporation shall be under no obligation to the corporation or its creditors with respect to such shares other than the obligation to pay to the corporation the full consideration for which such shares were issued or to be issued.Any person becoming an assignee or transferee of…
The preemptive right of a shareholder to acquire unissued shares of a corporation may be limited or denied to the extent provided in the articles of incorporation.
The initial bylaws of a corporation shall be adopted by its board of directors. The power to alter, amend or repeal the bylaws or adopt new bylaws shall be vested in the board of directors unless otherwise provided in the articles of incorporation or the bylaws. The bylaws may contain any provisions for the regulation…
Meetings of members and/or shareholders may be held at such place, either within or without this state, as may be provided in the bylaws. In the absence of any such provision, all meetings shall be held at the registered office of the corporation in this state.An annual meeting of the members and shareholders shall be…