Revised Code of Washington

Wash. Rev. Code § 23B.06.040 (2026)

Fractional shares

✓ current as of May 2026
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(1) A corporation may:
(a) Issue fractions of a share or pay in money the value of fractions of a share;
(b) Arrange for disposition of fractional shares by the shareholders;
(c) Issue scrip in registered or bearer form entitling the holder to receive a full share upon surrendering enough scrip to equal a full share.
(2) Each certificate representing scrip must be conspicuously labeled "scrip" and must contain the information required by RCW 23B.06.250(2).
(3) The holder of a fractional share is entitled to exercise the rights of a shareholder, including the right to vote, to receive dividends, and to participate in the assets of the corporation upon liquidation. The holder of scrip is not entitled to any of these rights unless the scrip provides for them.
(4) The board of directors may approve the issuance of scrip subject to any condition considered desirable, including:
(a) That the scrip will become void if not exchanged for full shares before a specified date; and
(b) That the shares for which the scrip is exchangeable may be sold and the proceeds paid to the scripholders.
[ 2009 c 189 s 7; 1989 c 165 s 47.]
Notes of Decisions
Cited in 4 cases, 1993–2010 · leading case: Lerner v. Lerner Corp., 750 A.2d 709 (Md. Ct. Spec. App. 2000).
Lerner v. Lerner Corp., 750 A.2d 709 (Md. Ct. Spec. App. 2000). “1-641 (Michie 1999); Wash. Rev.Code Ann. § 23B.06.040 (West 1999); W.”
Lerner v. Lerner Corp., 750 A.2d 709 (Md. Ct. Spec. App. 2000). “1-641 (Michie 1999); Wash. Rev.Code Ann. § 23B.06.040 (West 1999); W.”
Sound Infiniti, Inc. Ex Rel. Wa LLC Ex Rel. Rda v. Snyder, 237 P.3d 241 (Wash. 2010). “[i]ssue fractions of a share or pay in money the value of fractions of a share," RCW 23B.06.040(1)(a), and "[e]ffect a reverse split of the corporation's outstanding shares and the number of authorized shares of that class in the same proportions.”
China Prods. North Am., Inc. v. Manewal, 850 P.2d 565 (Wash. Ct. App. 1993). “pursuant to a plan by which all or substantially all of the net proceeds of the sale will be distributed to the shareholders within one year after the date of sale; "(d) An amendment of the articles of incorporation that materially reduces the number of shares owned by the…”
— Wash. Rev. Code § 23B.06.040(1)(a) — 1 case
Sound Infiniti, Inc. Ex Rel. Wa LLC Ex Rel. Rda v. Snyder, 237 P.3d 241 (Wash. 2010). “[i]ssue fractions of a share or pay in money the value of fractions of a share," RCW 23B.06.040(1)(a), and "[e]ffect a reverse split of the corporation's outstanding shares and the number of authorized shares of that class in the same proportions.”
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