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Washington – Legislation Amends the Business Corporation Act

Senate Bill 5011 (Chapter 28) signed by the governor April 17 and effective July 23 amended the business corporation act to permit (1) ratification of defective corporation actions; (2) designation of forum court for filing internal disputes in governing documents;  (3) transfer of assets to a wholly-owned subsidiary corporation without a shareholder vote approving the transfer; (4) a short form merger without shareholder approval if the parent owns 90% of the subsidiary; and (5) a shareholder voting agreement is not presumed to have a 10 year maximum duration.