Bill > SB5006

This bill makes several technical updates to Washington state's corporation laws across multiple sections of the Revised Code of Washington (RCW). The bill modifies provisions related to corporate governance, including: clarifying rules for issuing rights, options, and warrants for shares and securities; expanding board of directors' ability to establish committees with more flexibility in membership and powers; updating provisions around corporate mergers, share exchanges, and conversions; modifying shareholder dissent and dissolution procedures; and adjusting committee formation and authority rules for both profit and nonprofit corporations. Specifically, the bill introduces changes such as allowing board committees to have as few as one member (instead of two), providing more detailed guidelines for issuing corporate securities, creating new provisions for alternate committee members, and establishing different shareholder voting requirements for corporate dissolutions based on when the corporation was formed. These amendments are intended to provide corporations with more operational flexibility and clarity in their governance structures and procedures.

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https://app.leg.wa.gov/billsummary?BillNumber=5006&Year=2025&Initiative=false