United States · Washington

How to amend articles of incorporation in Washington

Washington amendment procedure under the Washington Business Corporation Act § 23B.10.030 follows the MBCA pattern. The default threshold is a majority of votes cast at a meeting where a quorum is present. Articles of amendment are filed with the Washington Secretary of State.

Governing statute and threshold
Washington Business Corporation Act, RCW Title 23B
InstrumentArticles of incorporation
Amendment filingArticles of amendment
Approval thresholdMajority of votes cast at meeting where quorum present
WA BCA § 23B.10.030Procedure for amendment by shareholders
WA BCA § 23B.10.040Class voting on amendments
WA BCA § 23B.10.060Articles of amendment
WA BCA § 23B.13.020Right to dissent
WA BCA § 23B.07.040Action by shareholders without meeting
WA BCA § 23B.10.020Amendment by board of directors without shareholder action
At a glance
  • Amendment under WA BCA § 23B.10.030; board recommendation plus shareholder approval
  • Default threshold: majority of votes cast at meeting where quorum present
  • Class voting under § 23B.10.040 for amendments adversely affecting a class
  • Articles of amendment filed with WA Secretary of State under § 23B.10.060
  • Dissent rights under § 23B.13.020 for specific amendments

Board recommendation under § 23B.10.030

The board adopts a resolution recommending the amendment to shareholders. The resolution may be adopted at a board meeting or by unanimous written consent.

Shareholder approval threshold under § 23B.10.030

The default threshold is a majority of votes cast at a meeting where a quorum is present (MBCA pattern). The articles may set a higher threshold.

Class voting under § 23B.10.040

Washington requires a separate class vote for amendments that adversely affect a class. The class-vote analysis tracks the MBCA pattern.

Articles of amendment filing under § 23B.10.060

The articles of amendment are signed by an authorized officer, accompanied by the filing fee, and filed with the Washington Secretary of State. The amendment becomes effective on filing or a specified later date up to 90 days.

Dissent rights under § 23B.13.020

Washington dissent rights apply to certain amendment categories including changes to class rights. The procedure under § 23B.13 has notice and demand requirements similar to other MBCA states.

Procedure

The amendment procedure as it applies in Washington, in seven steps:

  1. Confirm the articles provision to amend

    Identify the provision being amended. Review the existing articles. Confirm whether the amendment adversely affects any class (triggering § 23B.10.040 class voting).

  2. Draft the amendment in clean replacement form

    Draft the amendment as the new text.

  3. Pass the board resolution under § 23B.10.030

    The board adopts a resolution recommending the amendment and calling a meeting.

  4. Obtain shareholder approval at the § 23B.10.030 threshold

    Majority of votes cast at a meeting where quorum is present is the default. If a class vote is required, obtain a separate class vote.

  5. File the articles of amendment with the Washington Secretary of State

    The articles are signed, accompanied by the filing fee, and submitted to the Washington Secretary of State.

  6. Record the amendment in the minute book

    Place the filed articles, board resolution, and shareholder approval in the minute book.

  7. Process dissent rights and notify counterparties

    If the amendment triggers dissent rights under § 23B.13.020, comply with the notice and demand procedure. Notify counterparties to material contracts. Update downstream records.

Common mistakes

Common Washington-specific failure points in amending articles:

  • Missing the § 23B.10.040 class-vote requirement
  • Failing to comply with § 23B.13.020 dissent rights procedure
  • Treating Washington as if it has Delaware-style majority-of-outstanding threshold (WA uses majority of votes cast)
  • Not maintaining § 23B.16.010 corporate records
In Octelligence
Articles amendments recorded against the records they change.

Octelligence stores the articles of incorporation, the amendments, and the supporting resolutions together with the share register and cap table they govern. The WA BCA amendment thresholds and filing forms are jurisdiction-aware. Diligence sees the chain of amendments in order, with the corporate record before and after each.

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FAQ

Common questions in Washington

WA BCA § 23B.10.030 sets the default at majority of votes cast at a meeting where quorum is present. The articles may set a higher threshold. This tracks the MBCA pattern.

Yes, under § 23B.13.020 for specific amendment categories: changes to class rights, certain class restrictions, and other fundamental changes. The procedure has tight notice and demand deadlines.

Yes. Washington adopted the MBCA framework with minor Washington-specific variations.
Amendments that survive scrutiny
Amend articles of incorporation the right way in Washington.

Octelligence stores the amendment, the resolution, and the post-amendment record together with full WA BCA statute awareness.

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