Wash. Rev. Code » Title 23B · Chapter 23B.12
Revised Code of Washington

Wash. Rev. Code § 23B.12.010 (2026)

Sale of property and assets in usual and regular course of business or for benefit of creditors

✓ current as of May 2026
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(1) Unless the articles of incorporation provide otherwise, approval by a corporation's shareholders is not required:
(a) To sell, lease, exchange, or otherwise dispose of any or all of the corporation's property and assets in the usual and regular course of its business; or
(b) To mortgage, pledge, dedicate to the repayment of indebtedness, whether with or without recourse, or otherwise encumber any or all of the corporation's property and assets, regardless of whether or not these actions are in the usual and regular course of its business.
(2) Unless the articles of incorporation provide otherwise, approval by a corporation's shareholders is not required to dedicate the corporation's property and assets to the repayment of its creditors through an assignment for the benefit of creditors in accordance with chapter 7.08 RCW that is approved by the board of directors, or by the appointment of a general receiver in a proceeding under chapter 7.60 RCW that is approved by the board of directors. The assumption of control over the corporation's property and assets by an assignee for the benefit of creditors or by a general receiver relieves the directors of any further duties with respect to the liquidation of the corporation's property and assets or the application of any property and assets or proceeds toward satisfaction of the claims of creditors.
[ 2019 c 141 s 6; 2017 c 28 s 10; 2006 c 52 s 4; 1990 c 178 s 12; 1989 c 165 s 138.]

Notes:

Effective date—1990 c 178: See note following RCW 23B.01.220.
Notes of Decisions
Cited in 3 cases, 1995–2008 · leading case: Saviano v. Westport Amusements, Inc., 180 P.3d 874 (Wash. Ct. App. 2008).
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Saviano v. Westport Amusements, Inc., 180 P.3d 874 (Wash. Ct. App. 2008). “RCW 23B.12.010(1)(b). He also points to a provision of Westport's articles of incorporation stating that "[a]ny directors individually .”
Saviano v. Westport Amusements, Inc., 144 Wash. App. 72 (Wash. Ct. App. 2008). “RCW 23B.12.010(l)(b). He also points to a provision of Westport’s articles of incorporation stating that “[a]ny directors individually .”
Spokane Concrete Prods., Inc. v. U.S. Bank, 892 P.2d 98 (Wash. 1995). “While the extent of the tangible benefit received by Spokane Concrete is not clear from the record, it is clear there was at *279 least some benefit received.”
— Wash. Rev. Code § 23B.12.010(1)(b) — 1 case
Saviano v. Westport Amusements, Inc., 180 P.3d 874 (Wash. Ct. App. 2008). “RCW 23B.12.010(1)(b). He also points to a provision of Westport's articles of incorporation stating that "[a]ny directors individually .”
— Wash. Rev. Code § 23B.12.010(l)(b) — 1 case
Saviano v. Westport Amusements, Inc., 144 Wash. App. 72 (Wash. Ct. App. 2008). “RCW 23B.12.010(l)(b). He also points to a provision of Westport’s articles of incorporation stating that “[a]ny directors individually .”
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