Washington modernized its business corporation act, and one change quietly split corporations into two groups based on when they were formed. The dividing line—August 1, 2024—determines how large a shareholder vote you need to voluntarily dissolve. If your corporation predates that date, the old two-thirds supermajority still applies unless you take action.
The two-track rule
Under SB 5006 (Chapter 4, Laws of 2025), the Legislature amended RCW 23B.14.020, which governs voluntary dissolution. For a corporation formed on or after August 1, 2024, shareholder approval of a dissolution defaults to a majority of the votes entitled to be cast. But for a corporation formed before August 1, 2024, approval still defaults to two-thirds of the votes entitled to be cast, unless the articles of incorporation provide otherwise.
Why this bites at the worst time
Dissolution votes usually happen under pressure—an owner wants out, a business is winding down, or a deal requires a clean shutdown. Discovering at that moment that you need two-thirds rather than a simple majority can hand a blocking position to a minority shareholder who would not have one under the newer default. The time to fix the vote threshold is now, while everyone is aligned—not during a contentious wind-down.
You can change it—by amending your articles
The statute lets a pre-August-2024 corporation set a different threshold in its articles of incorporation, so long as it is not less than a majority. A short amendment now can move your default from two-thirds to majority (or to whatever the owners agree), avoiding a future deadlock. This is a simple, cheap governance fix that pays off only if done in advance.
What to do
- Check when your corporation was formed—before or on/after August 1, 2024.
- If it predates August 1, 2024 and you want a majority-vote dissolution default, amend your articles of incorporation now.
- Fold this into any broader review of buy-sell and shareholder-agreement provisions so your exit mechanics are consistent.
It is a small clause with outsized leverage. Sorting it out while ownership is cooperative is far easier than litigating it later.
If you have questions about your corporation’s dissolution or governance provisions, or need other services, you can reach us at martinkreshon.com, northcitylaw.com, or call (206) 929-0609. You can also find reviews for Martin on Google and Avvo.