Late last month, Governor Jay Inslee signed into law amendments to the Washington Business Corporation Act.
Among the changes which will affect businesses:
- A shareholder of a corporation formed on or after January 1, 2020, has no preemptive right to acquire the corporation’s unissued shares…
- RCW 23B.06.300 and 2002 c 297 s 19 are each amended to read as follows:
- (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 have preemptive rights,” or words of similar import, means that the provisions set forth in subsection (3) of this section apply except to the extent that the articles of incorporation provide otherwise.
- (2) Unless the articles of incorporation provide otherwise, the shareholders of a corporation formed before January 1, 2020, have a preemptive right to acquire the corporation’s unissued shares.
- A sale, lease, exchange, or other disposition of a corporation’s property and assets, other than in the usual and regular course of its business requires approval of the corporation’s shareholders if the disposition would leave the corporation without a significant continuing business activity.
While the changes may not be groundbreaking, they should be taken into consideration by companies.