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Washington Business Corporation Act (RCW 23B) Sourcebook

Publication Year: 5th ed. 2016   Publication Type: Deskbook


The Washington Business Corporation Act (RCW 23B) Sourcebook assembles in one volume the text of the original Act and any amendments, official legislative history, the commentary of the Corporate Act Revision Committee of  the WSBA Business Law Section used to explain the proposed amendments to the WSBA Board of Governors and the Washington Legislature, and selected judicial case notes. The fifth edition includes all changes to Chapter 23B RCW enacted since the fourth edition was published in April 2015.

Attention members of the WSBA Business Law Section: Current members of the section receive a complimentary annual subscription to the Washington Business Corporation Act (RCW 23B) Sourcebook (5th ed. 2016). For instructions on how to setup your complimentary subscription, please visit the WSBA Business Law Section, members-only, page, here, and log in to view the instructions. You will need to enter the password provided to all WSBA Business Law Section members to access this members-only page. Before subscribing, please check with your law firm administrator as you may already have access to the Sourcebook if your firm has purchased a subscription to other WSBA deskbooks on Casemaker.

Prepared by Corporate Act Revision Committee of the Washington State Bar Association. Members: Eric DeJong (Co-Chair), Michael Hutchings (Co-Chair), John A. Reed, C. Kent Carlson, Chuck O’Kelley, Dori E. Brewer, John M. Steel, Pam Floyd, Jason Farber, Stephan Coonrod, Peter Kraus, J. Todd Taylor, Kellye Y. Testy

Table of Contents:

 Introduction and Explanatory Notes
 A Special Acknowledgement for the Reporter
Chapter 1 General Provisions
Chapter 2 Incorporation
Chapter 3 Powers and Purposes
Chapter 4 Name
Chapter 5 Office and Agent
Chapter 6 Shares and Distributions
Chapter 7 Shareholders
Chapter 8 Directors and Officers
Chapter 9 Corporate Entities - Conversions
Chapter 10 Amendment of Articles of Incorporation and Bylaws
Chapter 11 Merger and Share Exchange
Chapter 12 Sale of Assets
Chapter 13 Dissenters- Rights
Chapter 14 Dissolution
Chapter 15 Foreign Corporations
Chapter 16 Records and Reports
Chapter 17 Miscellaneous Provisions
Chapter 18 Nonadmitted Organizations
Chapter 19 Significant Business Transactions
Chapter 20 Social purpose corporations
Chapter 21 Construction
Chapter 22 Uniform Business Organizations Code
 APPENDIX A Significant Discussion of RCW 23B Provisions Washington Decisions
 APPENDIX B States with Substantial Number of Sections of Revised Model Business Corporation Act (1984)
 APPENDIX C Significant Discussion of Language in RCW 23B Provisions by Courts in Other Jurisdictions
 APPENDIX D Cross Reference Table Title 23B Provisions to Related Title 23A Provisions
 APPENDIX E Subject Index to RCW 23B Washington Business Corporation Act