WAS LEG Corporation Board, Dissolution

Published on: May 21, 2025

On Apr. 4, WAS LEG enacted bill updating provisions on corporations.

  • WAS LEG enacted SB 5006 making amendments to provisions related to corporations.
  • Amended WAS LEG 23B.06.240, WAS LEG 23B.08.250, WAS LEG 23B.11A.070, WAS LEG 23B.13.020, WAS LEG 23B.14.020, WAS LEG 24.03A.5.575, WAS LEG 24.06.145.
  • Document dated Apr. 4, 2025, was received on May 16, 2025, due to a fixed feed.
  • Legislative Provisions
  • Board committees may consist of one or more directors; corporate boards, committee members, may appoint another director act in place of absent or disqualified member.
  • Limitations on corporate board committee actions regarding amending articles of incorporation, approving plan of merger not requiring shareholder approval removed.
  • Shares or other securities considered authorized to be issued if board authorizes the corporation to issue rights, options, warrants for purchase of such shares, securities.
  • Clarified former holders of shares exchanged in share exchange transaction entitled only to rights provided to them in the plan of share exchange or as dissenters' rights.
  • Conversion of WAS corp to another entity not foreign corp trigger dissenters' rights.
  • Dissolution proposal approved if percentage of shareholders entitled to vote on the proposal and each other voting group entitled to vote approve the dissolution
  • Unless article of incorporation requires different vote for corps formed before Aug. 1, 2024, two-thirds of shareholders; and on or after Aug. 1, 2024, shareholder majority.
  • Legislative History
  • On Dec. 30, 2025, bill introduced into Senate; on Feb. 5, 2025, bill passed Senate.
  • On Feb. 7, 2025, bill introduced into House; on Mar. 26, 2025, bill passed House.
  • On Apr. 1, 2025, bill delivered to governor; on Apr. 4, 2025, governor signed, Ch 4.
  • Effectiveness
  • Act effective on Jul. 27, 2025.
Regulators
WAS LEG
Entity Types
Corp
Reference
Ch 4, Bill SB5006, 4/4/2025; Citation: *WAS LEG* 23B.06.240, 23B.08.250, 23B.11A.070, 23B.13.020, 23B.14.020, 24.03A.5.575, 24.06.145;
Functions
Compliance; C-Suite; Financial; Legal; Reporting
Countries
United States of America
Category
State
N/A
Products
Corporate; Issuance/IPO; Securities
Rule Type
Final
Regions
Am
Rule Date
Apr 4, 2025
Effective Date
Jul 27, 2025
Rule ID
255137
Linked to
N/A
Reg. Last Update
Apr 4, 2025
Report Section
US Consumer