John Morey Maurice, The 1990 Washington Business Corporation Act, 25 Gonz. L. Rev. 373, (1989)
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The 1989 regular session of the Washington State Legislature passed a new Washington Business Corporation Act, effective July 1, 1990 (here- inafter the Act). The Act marks the first complete statutory revision of Washington corporation law since the adoption in 1965 of the current statute (hereinafter prior law). The prior law was based on the 1964 ABA-ALI Model Business Corporation Act. The Act is to a large extent based on the 1984 ABA-ALI Revised Model Business Corporation Act. However, there are important differences among the prior law, the Act, and either of the model acts.
The Act applies to all Washington corporations in existence on July 1, 1990, and any incorporated thereafter. The Washington Constitution specifically states “[aill law relating to corporations may be altered, amended or repealed by the legislature at any time, and all corporations doing business in this state may, as to such business, be regulated, limitedor restrained by law.” RCW 23B.01.020 of the Act states that “[tihe leg- islature has the power to amend or repeal all or part of this title at any time and all domestic and foreign corporations subject to this title are governed by the amendment or repeal.” The combined constitutional and statutory provisions make it clear that a corporation and its share- holders do not have a contractual or vested right in any existing statutory provision. The state, therefore, can modify the corporation statute and require existing corporations to comply with the modifications. Otherwise, a corporation and its shareholders could continue to rely on prior corpo- ration statutes and ignore the constitutional provisions providing for cor- poration law amendments…. Read More