Senate committee reviews updates to Washington Business Corporation Act amid Delaware challenges

March 14, 2025 | Civil Rights & Judiciary, House of Representatives, Legislative Sessions, Washington


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Senate committee reviews updates to Washington Business Corporation Act amid Delaware challenges
In a pivotal discussion during the House Civil Rights & Judiciary Committee meeting on March 14, 2025, the focus was on the evolving landscape of corporate law in Washington State, particularly in light of recent shifts in Delaware's corporate environment. The chair of the corporate activism committee, who has served for 15 years, emphasized the importance of keeping the Washington Business Corporation Act current and competitive as corporations reconsider their incorporation choices.

Delaware has long been the preferred state for corporate incorporation, housing around 90% of public companies due to its efficient judiciary and favorable case law. However, recent developments, including rising costs and controversial court decisions, have prompted companies like Meta and Tesla to explore reincorporation outside of Delaware. This trend has sparked interest in Washington as a viable alternative, with the chair advocating for a robust legal framework to attract and retain corporations.

The committee also addressed a significant legislative change regarding the voting threshold for corporate dissolution. Previously set at two-thirds, the default was changed to a simple majority to align with national standards and reduce confusion for new corporations. This adjustment aims to streamline corporate processes and enhance Washington's appeal to businesses.

The chair expressed optimism about Washington's potential to become a more attractive option for corporations, highlighting ongoing efforts to refine the state's corporate laws. As the committee prepares for further discussions, the implications of these changes could reshape the corporate landscape in Washington, positioning it as a competitive alternative to Delaware.

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Scribe from Workplace AI
Scribe from Workplace AI