Revised Code of Washington

Wash. Rev. Code § 23B.14.300 (2026)

✓ current as of May 2026

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The superior courts may dissolve a corporation:

(1) In a proceeding by the attorney general if it is established that:

(a) The corporation obtained its articles of incorporation through fraud; or

(b) The corporation has continued to exceed or abuse the authority conferred upon it by law;

(2) In a proceeding by a shareholder if it is established that:

(a) The directors are deadlocked in the management of the corporate affairs, the shareholders are unable to break the deadlock, and irreparable injury to the corporation is threatened or being suffered, or the business and affairs of the corporation can no longer be conducted to the advantage of the shareholders generally, because of the deadlock;

(b) The directors or those in control of the corporation have acted, are acting, or will act in a manner that is illegal, oppressive, or fraudulent;

(c) The shareholders are deadlocked in voting power and have failed, for a period that includes at least two consecutive annual meeting dates, to elect successors to directors whose terms have expired, and irreparable injury to the corporation is threatened or being suffered, or the business and affairs of the corporation can no longer be conducted to the advantage of the shareholders generally, because of the deadlock;

(d) The corporate assets are being misapplied or wasted; or

(e) The corporation has ceased all business activity and has failed, within a reasonable time, to dissolve, to liquidate its assets, or to distribute its remaining assets among its shareholders;

(3) In a proceeding by a creditor if it is established that:

(a) The creditor's claim has been reduced to judgment, the execution on the judgment was returned unsatisfied, and the corporation is not able to pay its liabilities as they become due in the usual course of business or its assets are less than the sum of its total liabilities; or

(b) The corporation has admitted in writing that the creditor's claim is due and owing and the corporation is not able to pay its liabilities as they become due in the usual course of business or its assets are less than the sum of its total liabilities.

The superior courts may also assume control over a dissolved corporation's assets and the process for winding up and liquidating its business and affairs, in a proceeding instituted by the dissolved corporation to have its voluntary dissolution continued under court supervision.

[ 2006 c 52 s 14; 1995 c 47 s 3; 1993 c 290 s 3; 1989 c 165 s 163.]

Notes of Decisions

Cited in 15 cases (3 in the last 5 years), 2002–2025 · leading case: Scott v. Trans-Sys., Inc., 64 P.3d 1 (Wash. 2003).

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Scott v. Trans-Sys., Inc., 64 P.3d 1 (Wash. 2003). · cites it 9× “Judicial Dissolution Pursuant to RCW 23B.14.300 The grounds upon which a trial court may order the dissolution of a corporation are *5 provided in RCW 23B.”

Scott v. Trans-Sys., Inc., 148 Wash. 2d 701 (Wash. 2003). · cites it 8× “Judicial Dissolution Pursuant to RCW 23B.14.300 The grounds upon which a trial court may order the dissolution of a corporation are provided in RCW 23B.”

Richard Fortin, V. Callum Herdson, 530 P.3d 220 (Wash. Ct. App. 2023). · cites it 6× “Herdson’s shares in XCar at a fair value or dissolution of XCar pursuant to RCW 23B.14.300. (Emphasis added.) An injunction is an order to act (or refrain from acting).”

McCormick v. Dunn & Black, PS, 167 P.3d 610 (Wash. Ct. App. 2007). · cites it 3× “¶ 25 RCW 23B.14.300 does not define the term "oppressive," nor does the MBCA.”

Donlin v. Murphy, 300 P.3d 424 (Wash. Ct. App. 2013). · cites it 3× “RCW 23B.14.300(2)(a) permits judicial dissolution where “[t]he directors are deadlocked in the management of the corporate affairs, the shareholders are unable to break the deadlock, and irreparable injury to the corporation is *292 threatened or being suffered, or the business…”

McCormick v. Dunn & Black, PS, 140 Wash. App. 873 (Wash. Ct. App. 2007). · cites it 2× “200 (administrative dissolution); RCW 23B.14.300 (judicial dissolution). This is based on Model Business Corporation Act section 14.”

Nakata v. Blue Bird, Inc., 191 P.3d 900 (Wash. Ct. App. 2008). “RCW 23B.14.300(2)(b). “Oppression” is “ ‘burdensome, harsh and wrongful conduct; a lack of probity and fair dealing in the affairs of a company to the prejudice of some of its members; or a visible departure from the standards of fair dealing, and a violation of fair play on…”

Nakata v. Blue Bird, Inc., 191 P.3d 900 (Wash. Ct. App. 2008). “RCW 23B.14.300(2)(b). "Oppression" is "`burdensome, harsh and wrongful conduct; a lack of probity and fair dealing in the affairs of a company to the prejudice of some of its members; or a visible departure from the standards of fair dealing, and a violation of fair play on…”

Scott v. Trans-Sys., Inc., 38 P.3d 379 (Wash. Ct. App. 2002). · cites it 6× “, doing business as Northwest Career Training Center, appeals the judicial dissolution of the corporation pursuant to RCW 23B.14.300, due to a finding of oppression, misapplication, or wasting of corporate assets.”

Scott v. Trans-Sys., Inc., 110 Wash. App. 44 (Wash. Ct. App. 2002). · cites it 5× “, doing business as Northwest Career Training Center, appeals the judicial dissolution of the corporation pursuant to RCW 23B.14.300 due to a finding of oppression, misapplication, or wasting of corporate assets.”

Jay M. Friedman, Md v. Steve H. Kim (Wash. Ct. App. 2019). · cites it 3× “025(u), and RCW 23B.14.300. It appointed a general receiver to wind up PRS’s business with the power and authority identified in RCW 7.”

Real Carriage Door Co., Inc., V. Don T. Rees (Wash. Ct. App. 2021). · cites it 3× “53991-8-II The foundation of a minority shareholder oppression claim is RCW 23B.14.300(2)(b). See Scott v. Trans-System, Inc.”

Show all 15 citing cases →

— Wash. Rev. Code § 23B.14.300(2)(a) — 3 cases

Donlin v. Murphy, 300 P.3d 424 (Wash. Ct. App. 2013). “RCW 23B.14.300(2)(a) permits judicial dissolution where “[t]he directors are deadlocked in the management of the corporate affairs, the shareholders are unable to break the deadlock, and irreparable injury to the corporation is *292 threatened or being suffered, or the business…”

Jay M. Friedman, Md v. Steve H. Kim (Wash. Ct. App. 2019). “025(u), and RCW 23B.14.300. It appointed a general receiver to wind up PRS’s business with the power and authority identified in RCW 7.”

John L. Donlin v. Jerry Murphy (Wash. Ct. App. 2013).

— Wash. Rev. Code § 23B.14.300(2)(b) — 12 cases

Scott v. Trans-Sys., Inc., 64 P.3d 1 (Wash. 2003). “Judicial Dissolution Pursuant to RCW 23B.14.300 The grounds upon which a trial court may order the dissolution of a corporation are *5 provided in RCW 23B.”

Scott v. Trans-Sys., Inc., 148 Wash. 2d 701 (Wash. 2003). “Judicial Dissolution Pursuant to RCW 23B.14.300 The grounds upon which a trial court may order the dissolution of a corporation are provided in RCW 23B.”

Richard Fortin, V. Callum Herdson, 530 P.3d 220 (Wash. Ct. App. 2023). “Herdson’s shares in XCar at a fair value or dissolution of XCar pursuant to RCW 23B.14.300. (Emphasis added.) An injunction is an order to act (or refrain from acting).”

— Wash. Rev. Code § 23B.14.300(2)(d) — 2 cases

John L. Donlin v. Jerry Murphy (Wash. Ct. App. 2013).

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