Washington State adds chapter on defective corporate actions to business entity law

Washington legislators approved substantive amendments to the state’s business corporation act during the 2017 session. The new amendments include the following:

  • Establish procedures for the ratification or validation of defective corporate actions.
  • Allow a corporation’s articles of incorporation or bylaws to contain forum selection provisions with respect to internal corporate proceedings.
  • Provide that approval of the shareholders of a parent corporation is not required for the transfer of any or all of the parent corporation’s property and assets to one or more wholly owned subsidiaries.
  • Provide that the disposition of all or substantially all of the assets of a subsidiary of a corporation, if not in the usual and regular course of business, is to be treated as a disposition by the parent corporation if the subsidiary constitutes all or substantially all the assets of the parent corporation.
  • Eliminate the 10-year limit on the duration of voting trust agreements and shareholder agreements.
  • Provide that a parent corporation owning at least 90 percent of the outstanding shares of each class of a subsidiary corporation may merge itself into the subsidiary without approval of the shareholders of the subsidiary.

The amendments became effective July 23, 2017.

The 2018 edition of CSC®Publishing’s Washington Laws Governing Business Entities captures these and other changes made during the 2017 session. This comprehensive resource provides corporate attorneys and in-house counsel in Washington and the Northwest with up-to-date business entity statutes and case law needed to conduct research, complete transactions, and advise clients.

In addition to the legislative changes made during the 2017 Washington legislative session, the book includes the latest new case notes from state and federal courts interpreting the law, as well as three full-text cases exploring the latest legal developments concerning corporate records, continuation, and “doing business as” objections.

The companion CD-ROM provides more than 30 Washington forms for incorporation/formation, qualification, mergers, dissolution, and name reservation for all entity types. A listing of forms and contact information for Washington’s Division of Revenue, Business Services, can be found in the book’s appendix.

 To learn more about the 2018 Edition of Washington Laws Governing Business Entities, call 1.800.533.1637 or visit us online at www.lexisnexis.com/csc.

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CSC® Publishing: Washington Laws Governing Business Entities