Washington Code 23B.25.040 – Articles of incorporation — Required and optional provisions — Notice — Availability of copies
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(1) In addition to the matters required to be set forth in the articles of incorporation pursuant to *RCW 23B.02.020 (1) and (2), the articles of incorporation of a social purpose corporation must set forth:
Terms Used In Washington Code 23B.25.040
- 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.
- Quorum: The number of legislators that must be present to do business.
(a) A corporate name for the social purpose corporation that contains the words “social purpose corporation” or “SPC” as an abbreviation of those words;
(b) A statement that the corporation is organized as a social purpose corporation governed by this chapter;
(c) A statement setting forth the general social purpose or purposes for which the corporation is organized pursuant to RCW 23B.25.020;
(d) If the corporation has designated one or more specific social purpose or purposes pursuant to RCW 23B.25.030, a statement setting forth such specific social purpose or purposes; and
(e) A provision that states the following: “The mission of this social purpose corporation is not necessarily compatible with and may be contrary to maximizing profits and earnings for shareholders, or maximizing shareholder value in any sale, merger, acquisition, or other similar actions of the corporation.”
(2) In addition to the matters that must be set forth in the articles of incorporation in accordance with subsection (1) of this section and the provisions that may be set forth in the articles of incorporation pursuant to *RCW 23B.02.020 (5) and (6), the articles of incorporation of a social purpose corporation may contain the following provisions:
(a) A provision requiring the corporation’s directors or officers to consider the impacts of any corporate action or proposed corporate action upon one or more of the social purposes of the corporation;
(b) A provision requiring the corporation to furnish to the shareholders an assessment of the overall performance of the corporation with respect to its social purpose or purposes, prepared in accordance with a third-party standard;
(c) A provision requiring, for any or all corporate actions, the vote of a larger proportion or of all of the shares of any class or series, or the vote or quorum for taking action of a larger proportion or of all of the directors, than is otherwise required by this title or this chapter;
(d) A provision requiring the approval of the shareholders for any corporate action, even though not otherwise required by this title; and
(e) A provision limiting the duration of the corporation’s existence to a specified date.
(3) Prior to the issuance of shares, the corporation shall furnish a prospective shareholder with a copy of the articles of incorporation.
(4) Prior to the transfer of shares, the transferor shareholder must deliver written notice of the transfer to the corporation. Within a reasonable time after receiving notice, the corporation shall provide the prospective transferee with a copy of the articles of incorporation.
NOTES:
*Reviser’s note: RCW 23B.02.020 was amended by 2020 c 194 § 2, deleting subsection (2) and changing subsections (5) and (6) to subsections (2) and (3), respectively.