Wash. Rev. Code » Title 23B · Chapter 23B.13
Revised Code of Washington

Wash. Rev. Code § 23B.13.300 (2026)

Court action

✓ current as of May 2026
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(1) If a demand for payment under RCW 23B.13.280 remains unsettled, the corporation shall commence a proceeding within sixty days after receiving the payment demand and petition the court to determine the fair value of the shares and accrued interest. If the corporation does not commence the proceeding within the sixty-day period, it shall pay each dissenter whose demand remains unsettled the amount demanded.
(2) The corporation shall commence the proceeding in the superior court of the county where a corporation's principal office, or, if none in this state, its registered office, is located. If the corporation is a foreign corporation without a registered office in this state, it shall commence the proceeding in the county in this state where the registered office of the domestic corporation merged with or whose shares were acquired by the foreign corporation was located.
(3) The corporation shall make all dissenters, whether or not residents of this state, whose demands remain unsettled, parties to the proceeding as in an action against their shares and all parties must be served with a copy of the petition. Nonresidents may be served by registered or certified mail or by publication as provided by law.
(4) The corporation may join as a party to the proceeding any shareholder who claims to be a dissenter but who has not, in the opinion of the corporation, complied with the provisions of this chapter. If the court determines that such shareholder has not complied with the provisions of this chapter, the shareholder shall be dismissed as a party.
(5) The jurisdiction of the court in which the proceeding is commenced under subsection (2) of this section is plenary and exclusive. The court may appoint one or more persons as appraisers to receive evidence and recommend decision on the question of fair value. The appraisers have the powers described in the order appointing them, or in any amendment to it. The dissenters are entitled to the same discovery rights as parties in other civil proceedings.
(6) Each dissenter made a party to the proceeding is entitled to judgment (a) for the amount, if any, by which the court finds the fair value of the dissenter's shares, plus interest, exceeds the amount paid by the corporation, or (b) for the fair value, plus accrued interest, of the dissenter's after-acquired shares for which the corporation elected to withhold payment under RCW 23B.13.270.
[ 1989 c 165 s 152.]
Notes of Decisions
Cited in 10 cases (1 in the last 5 years), 2002–2024 · leading case: SentinelC3, Inc. v. Hunt, 331 P.3d 40 (Wash. 2014).
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SentinelC3, Inc. v. Hunt, 331 P.3d 40 (Wash. 2014). · cites it 3× “RCW 23B.13.300 requires a corporation to commence such a proceeding within 60 days after receiving a dissenting *134 shareholder’s demand for payment, unless the corporation elects to meet the demand instead.”
Sound Infiniti, Inc. ex rel. Pisheyar v. Snyder, 169 Wash. 2d 199 (Wash. 2010). “RCW 23B.13.300. The WBCA also states that unless the corporate action falls into one of a few limited exceptions, a dissenting shareholder cannot challenge the corporate action outside the appraisal proceeding: A shareholder entitled to dissent and obtain payment for the…”
Matthew G. Norton Co. v. Smyth, 112 Wash. App. 865 (Wash. Ct. App. 2002). “MGN, being unwilling to pay the dissenting shareholders any more money, filed its Petition for Determination of Fair Value of Shares of Dissenting Shareholder, pursuant to RCW 23B.13.300. In due course, Mssrs. Clapp and Smyth filed a motion for (partial) summary judgment, asking…”
Matthew G. Norton Co. v. Smyth, 51 P.3d 159 (Wash. Ct. App. 2002). “Norton Company, being unwilling to pay the dissenting shareholders any more money, filed its Petition for Determination of Fair Value of Shares of Dissenting Shareholder, pursuant to RCW 23B.13.300. In due course, Mssrs. Clapp and Smyth filed a motion for (partial) summary…”
SentinelC3, Inc. v. Hunt, 309 P.3d 582 (Wash. Ct. App. 2013). · cites it 2× “310 governs the award of costs and attorney fees in these actions, which provides: (1) The court in a proceeding commenced under RCW 23B.13.300 shall determine all costs of the proceeding, including the reasonable compensation and expenses of appraisers appointed by the court.”
Sound Infiniti, Inc. Ex Rel. Wa LLC Ex Rel. Rda v. Snyder, 237 P.3d 241 (Wash. 2010). “RCW 23B.13.300. The WBCA also states that unless the corporate action falls into one of a few limited exceptions, a dissenting shareholder cannot challenge the corporate action outside the appraisal proceeding: A shareholder entitled to dissent and obtain payment for the…”
King & Mockovak Eye Ctr., Inc. P.s., Et Ano, Resps v. Michael E. Mockovak, M.d., App (Wash. Ct. App. 2020). · cites it 2× “On appeal, this court decided the trial court should not have allowed the jury to determine the value of the shares because RCW 23B.13.300 requires the court to do this.”
Sentinel C3 v. Chris Hunt, et ux (Wash. Ct. App. 2013). · cites it 3× “Hunt Sentinel instituted an action January 31, 2011, in the Spokane County Superior Court to establish the fair value of the dissenting shares in accordance with RCW 23B.13.300. Discovery ensued; Mr. Hunt requested that Sentinel provide business records, contracts, and marketing…”
SentinelC3 v. Hunt (Wash. 2014). · cites it 3× “Pursuant to RCW 23B.13.300, Sentinel petitioned the superior court for a determination of the shares' fair value.”
Pipe Fitters Local Union 120 Pension Plan, V. Scott Mcfarlane (Wash. Ct. App. 2024). “280(1) and RCW 23B.13.300). The WBCA also requires that, unless the corporate action falls into one of a few limited exceptions, including fraudulent conduct, the appraisal process is the exclusive remedy: A shareholder entitled to dissent and obtain payment for the…”
— Wash. Rev. Code § 23B.13.300(1) — 1 case
Sentinel C3 v. Chris Hunt, et ux (Wash. Ct. App. 2013). “Hunt Sentinel instituted an action January 31, 2011, in the Spokane County Superior Court to establish the fair value of the dissenting shares in accordance with RCW 23B.13.300. Discovery ensued; Mr. Hunt requested that Sentinel provide business records, contracts, and marketing…”
— Wash. Rev. Code § 23B.13.300(5) — 3 cases
SentinelC3, Inc. v. Hunt, 331 P.3d 40 (Wash. 2014). “RCW 23B.13.300 requires a corporation to commence such a proceeding within 60 days after receiving a dissenting *134 shareholder’s demand for payment, unless the corporation elects to meet the demand instead.”
SentinelC3, Inc. v. Hunt, 309 P.3d 582 (Wash. Ct. App. 2013). “310 governs the award of costs and attorney fees in these actions, which provides: (1) The court in a proceeding commenced under RCW 23B.13.300 shall determine all costs of the proceeding, including the reasonable compensation and expenses of appraisers appointed by the court.”
SentinelC3 v. Hunt (Wash. 2014). “Pursuant to RCW 23B.13.300, Sentinel petitioned the superior court for a determination of the shares' fair value.”
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