How to issue shares in Washington corporations
Washington is the state of incorporation for several major US technology companies and is a common choice for Pacific-Northwest-focused private corporations. The WA Business Corporation Act follows the Model Business Corporation Act with Washington-specific variations.
| WA BCA § 23B.06.200 | Subscriptions for shares |
|---|---|
| WA BCA § 23B.06.210 | Issuance of shares |
| WA BCA § 23B.06.250 | Stock certificates; uncertificated shares |
| WA BCA § 23B.16.010 | Corporate records |
| WA BCA § 23B.16.020 | Inspection of records by shareholders |
| RCW 21.20.320 | Washington Securities Act exemptions |
- Authorized by the board under WA BCA § 23B.06.210
- Future services and promissory notes permitted as consideration
- Uncertificated shares permitted under § 23B.06.260
- Inspection rights under § 23B.16.020 with proper-purpose standard
- Washington Securities Act under RCW 21.20 for state filings
Board authorization under WA BCA § 23B.06.210
Stock issuance is authorized by the board under Washington Business Corporation Act § 23B.06.210. The board determines the consideration. WA BCA permits a broad range of consideration similar to other MBCA-based statutes: tangible or intangible property, services rendered, contracts for services to be performed, promissory notes, and other benefits to the corporation.
Consideration: broad permission including future services and notes
Like Florida, Texas, and Nevada (all MBCA-influenced), Washington permits consideration in the form of promissory notes and future services. The board determines value and the determination is conclusive absent fraud. Washington-incorporated corporations may rely on this breadth more freely than Delaware corporations can.
Uncertificated shares under § 23B.06.260
Washington Business Corporation Act § 23B.06.260 permits the corporation to issue uncertificated shares by board resolution. The corporation provides a statement of holdings rather than physical certificates. Most modern Washington-incorporated corporations are uncertificated by default.
Corporate records and inspection under §§ 23B.16.010 and 23B.16.020
WA BCA § 23B.16.010 requires every corporation to maintain corporate records including articles, bylaws, minutes, consents, and a shareholder list. § 23B.16.020 grants shareholders an inspection right on written notice 5 business days in advance, with the demand stating purpose with reasonable particularity. The standard is similar to Florida (also MBCA-based) and is less restrictive than Nevada's 15% threshold.
Washington Securities Act compliance
Offerings to Washington residents are governed by the Washington Securities Act (RCW 21.20). RCW 21.20.320 lists exemptions including the limited offering and accredited investor exemptions. NSMIA pre-empts WSA for Rule 506 offerings but not the notice filing. The Washington Department of Financial Institutions administers the Act.
Common mistakes
Common Washington-specific failure points in share issuance:
- Failing to file the Washington Securities Act notice for offerings to Washington residents
- Not maintaining the § 23B.16.010 corporate records inventory
- Inspection demand from shareholders without 5-business-day advance written notice
- Treating Washington as if it were Delaware on inspection or fiduciary-duty questions
Octelligence handles WA BCA specifics in the share register, certificates, board resolutions, and beneficial-ownership filings: jurisdiction-aware templates, statute citations on each record, and the right reconciliation cadence for the corporation.
See Digital Corporate RecordsCommon questions in Washington
Octelligence handles WA BCA-specific share issuance: register, certificates, resolutions, and beneficial-ownership records aligned with statute.