23B.10.080 - Amendment of articles of incorporation pursuant to reorganization. - Washington Statutes

Amendment of articles of incorporation pursuant to reorganization.

(1) A corporation's articles of incorporation may be amended without approval by the board of directors or shareholders to carry out a plan of reorganization ordered or decreed by a court of competent jurisdiction under federal statute if the articles of incorporation after amendment contain only provisions required or permitted by RCW 23B.02.020.

     (2) The individual or individuals designated by the court shall deliver to the secretary of state for filing articles of amendment setting forth:

     (a) The name of the corporation;

     (b) The text of each amendment approved by the court;

     (c) The date of the court's order or decree approving the articles of amendment;

     (d) The title of the reorganization proceeding in which the order or decree was entered; and

     (e) A statement that the court had jurisdiction of the proceeding under federal statute.

     (3) Shareholders of a corporation undergoing reorganization do not have dissenters' rights except as and to the extent provided in the reorganization plan.

     (4) This section does not apply after entry of a final decree in the reorganization proceeding even though the court retains jurisdiction of the proceeding for limited purposes unrelated to consummation of the reorganization plan.

[2009 c 189 § 34; 1989 c 165 § 127.]