SENATE BILL REPORT

ESB 5583

BYSenators Pullen, Newhouse, Nelson, Rasmussen and Talmadge

Replacing the Washington business corporation act.

Senate Committee on Law & Justice

Senate Hearing Date(s):January 26, 1989; February 8, 1989

Majority Report:  Do pass as amended.

      Signed by Senators Pullen, Chairman; McCaslin, Vice Chairman; Madsen, Nelson, Newhouse, Niemi, Rinehart, Talmadge, Thorsness.

Senate Staff:Ben Barnes (786-7465)

                  February 23, 1989

AS PASSED SENATE, FEBRUARY 22, 1989

BACKGROUND:

The present Washington Business Corporation Act (RCW 23A) was adopted in 1965, based largely on the Model Business Corporation Act proposed by the Committee on Corporate Laws of the American Bar Association.  In 1984, the Model Business Corporation Act was completely revised in response to extensive comments by parties throughout the country.  The 1984 Revised Model Business Corporation Act contains significant improvements over the prior version in organization, language, and concepts.

Concern exists that the provisions contained in the existing Washington Business Corporation Act are outdated.  It is suggested that the present act be amended to incorporate important provisions of the 1984 Revised Model Business Corporation Act.

SUMMARY:

The Washington Business Corporation Act is substantially revised to incorporate important provisions of the 1984 Revised Model Business Corporation Act.

Technical changes in language are added.

Appropriate methods of written and oral notice are clarified.

Appropriation:    none

Revenue:    none

Fiscal Note:      requested January 25, 1989

Senate Committee - Testified: Cameron DeVore, Washington State Bar Association (pro); Kevin McMahon, Washington State Bar Association (pro); Don Whiting, Secretary of State (pro)