Washington Code 23B.12.010 – Sale of property and assets in usual and regular course of business or for benefit of creditors
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(1) Unless the articles of incorporation provide otherwise, approval by a corporation‘s shareholders is not required:
Terms Used In Washington Code 23B.12.010
- Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Lease: A contract transferring the use of property or occupancy of land, space, structures, or equipment in consideration of a payment (e.g., rent). Source: OCC
- Mortgage: The written agreement pledging property to a creditor as collateral for a loan.
- Recourse: An arrangement in which a bank retains, in form or in substance, any credit risk directly or indirectly associated with an asset it has sold (in accordance with generally accepted accounting principles) that exceeds a pro rata share of the bank's claim on the asset. If a bank has no claim on an asset it has sold, then the retention of any credit risk is recourse. Source: FDIC
(a) To sell, lease, exchange, or otherwise dispose of any or all of the corporation’s property and assets in the usual and regular course of its business; or
(b) To mortgage, pledge, dedicate to the repayment of indebtedness, whether with or without recourse, or otherwise encumber any or all of the corporation’s property and assets, regardless of whether or not these actions are in the usual and regular course of its business.
(2) Unless the articles of incorporation provide otherwise, approval by a corporation’s shareholders is not required to dedicate the corporation’s property and assets to the repayment of its creditors through an assignment for the benefit of creditors in accordance with chapter 7.08 RCW that is approved by the board of directors, or by the appointment of a general receiver in a proceeding under chapter 7.60 RCW that is approved by the board of directors. The assumption of control over the corporation’s property and assets by an assignee for the benefit of creditors or by a general receiver relieves the directors of any further duties with respect to the liquidation of the corporation’s property and assets or the application of any property and assets or proceeds toward satisfaction of the claims of creditors.
NOTES:
Effective date—1990 c 178: See note following RCW 23B.01.220.