The attorneys with Althauser Rayan Abbarno have been helping small businesses and large corporations navigate the legal complexities of Washington business law for over 75 years. There are a lot of factors to consider when creating and operating an successful business.

The Washington Business Corporations Act (WBCA) provides requirements for creating, organizing, and operating corporations and the relationship between shareholders, directors, and officers of a corporation. Many of the provisions of the WBCA provide default rules that may be altered in a corporation’s articles of incorporation or bylaws. The articles of incorporation and the bylaws are the governing documents for a corporation and set forth rules for numerous organizational and operational issues. The WBCA is modeled largely after the American Bar Association’s revised Model Business Corporations Act (MBCA).

This year, the State Legislature passed, and the Governor signed, Senate Bill 5005. The WBCA, as originally adopted, required notice be provided using a paper copy. The legislation changes the WBCA in the following ways:

Corporations may give notices and other communications to shareholders and directors by email and other forms of electronic transmission without obtaining their consent. If a corporation previously gave notices to a shareholder only by mail or other methods of delivery not involving electronic transmission, the corporation must notify the shareholder it intends to give notices by electronic transmission before starting them.

A notice may not be given by email or other electronic transmission:

  • to a shareholder after the shareholder notifies the corporation in writing of an objection to receiving notice by email or other electronic transmission; or
  • to a shareholder or director after the corporation is unable to deliver two consecutive notices by email or other electronic transmission to the email address, network, or processing system, and the inability becomes known to the corporation.

For more information or to meet with our Althauser Rayan Abbarno attorney in Olympia or Centralia call (360) 736-1301 or visit

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