Washington Law Review


The new Washington Domestic and Foreign Corporation Act was enacted by the State of Washington at the session of its Legislature convened January 9, and adjourned March 9, 1933. The Act was approved by the Governor on March 21, 1933, and by an express provision therein became effective on and after January 1, 1934. The Act is patterned upon the Uniform Business Corporation Act and may be cited as such. The history of, and the consideration given to, the drafting of this Act is treated in a note introductory to the draft originally submitted to the Legislature, published in an earlier issue of this Law Review. Naturally, many and various lines of approach suggest themselves, as the Act in its entirety reflects approximately the entire law of corporations, and the changes made involve policies and problems which for an adequate treatment would require volumes rather than the space allotted here. For example, the new Ohio Corporation Act enacted in 1927 and amended in 1929 has already brought forth three leading articles dealing each with one of the many problems suggested by the Act. Incidentally, it may be observed that the Ohio Act is in many respects quite similar to the Uniform Business Corporation Act, in fact, being enacted after various interchanges of views with the Committee of the Commissioners on Uniform State Laws.6 Accordingly, the reports. of the proceedings leading to the enactment of the Ohio Act furnish much illustrative and enlightening material for the consideration of the Uniform Business Corporation Act. When, with the foregoing, one considers the many recent articles concerning corporate problems forming a background for the recently enacted corporation acts," treating among other subjects the historical development, the changing concepts," the reserved power," and the rights of dissenting stockholders,—it is apparent that it must presently be desirable to limit this consideration of the Washington Act to a summary and somewhat more or less clerical treatment. This will comprise a comparison of the new with the existing law, noting the changes effected, with occasional comments as to the desirability of such changes. It is hoped thereby that later articles may be incited with detailed analysis and consideration which will lead to further improvement in our corporation law

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