The bill updates Washington's corporation acts by amending several sections of the Revised Code of Washington (RCW) to enhance corporate governance and clarify shareholder rights. Key provisions include allowing corporations to issue rights, options, or warrants for the purchase of shares or other securities, with the board of directors responsible for determining the terms and conditions of these issuances. The bill also establishes that board committees must consist solely of directors and outlines their powers, including the ability to appoint alternate members.

Additionally, the bill addresses shareholder dissent rights in relation to mergers and share exchanges, specifying that dissenting shareholders can obtain payment for their shares under certain conditions. It clarifies that a dissenting shareholder's right to payment ceases if the corporate action is abandoned, legally enjoined, or if the shareholder withdraws their demand with the corporation's consent. The bill also sets different approval requirements for corporate dissolution based on the formation date of the corporation, requiring a two-thirds majority for those formed before August 1, 2024, and a simple majority for those formed on or after that date. Overall, these amendments aim to streamline corporate governance and improve transparency and accountability within corporate structures.

Statutes affected:
Original Bill: 23B.06.240, 23B.08.250, 23B.11A.070, 23B.13.020, 23B.14.020, 24.03A.575, 24.06.145
Bill as Passed Legislature: 23B.06.240, 23B.08.250, 23B.11A.070, 23B.13.020, 23B.14.020, 24.03A.575, 24.06.145
Session Law: 23B.06.240, 23B.08.250, 23B.11A.070, 23B.13.020, 23B.14.020, 24.03A.575, 24.06.145