HB 1148

This analysis was prepared by non-partisan legislative staff for the use of legislative members in their deliberations. This analysis is not a part of the legislation nor does it constitute a statement of legislative intent.

C 97 L 13

Synopsis as Enacted

Brief Description: Addressing dissenters' rights under the Washington business corporation act.

Sponsors: Representatives Pedersen, Rodne, Goodman and Ryu; by request of Washington State Bar Association.

House Committee on Judiciary

Senate Committee on Law & Justice


Dissenters' Rights Under the Washington Business Corporation Act.

The Washington Business Corporation Act (WBCA) governs the creation, organization, and operation of corporations and the relationship between corporate directors, officers, and shareholders.

Actions Which Trigger Dissenters' Rights.

A shareholder is entitled to dissent from, and obtain payment of the fair value of his or her shares in the event of the following corporate actions:

In the event of certain, specified corporate actions triggering dissenters' rights, the corporation must deliver a notice to all shareholders that:


Three amendments are made to dissenters' rights:

  1. A provision regarding dissenters' rights in the event of a subsidiary's merger with its parent is amended to make clear that the corporate action approving the merger, and not the occurrence of the merger, is what triggers the notice provisions. In the event of a subsidiary's merger with its parent, where the plan of merger provided for the merger of the subsidiary, notice must be delivered to all shareholders of the subsidiary (other than the parent) within 10 days of the effective date of the corporate action.

  2. Specific reference is added to social purpose corporations.

  3. Language is added specifically requiring notice in the case of an amendment to articles of incorporation that effects a reverse split of the corporation's sole class of outstanding shares and the number of authorized shares of that class in the same proportions, that is not required to be approved by shareholders, and that effects a redemption or cancellation of shares in exchange for cash or consideration other than shares. The corporation must deliver notice, within 10 days after the effective date of the corporate action, to all shareholders entitled to dissent.

Votes on Final Passage:








July 28, 2013