Corporation Charter Amendment and Legal-Name-Change Requirements in Washington
At a glance
| Governing law, document, entity, and scope | Washington Business Corporation Act; amend the public articles of incorporation by filing articles of amendment with the Secretary of State. This page covers an ordinary domestic profit corporation, not a nonprofit, professional-service, social-purpose, public-utility, foreign, merger, conversion, reorganization, validation, insolvency, or disputed-control route (chapter 23B.10 RCW) |
|---|---|
| Amendable provisions and name-change boundary | The articles may add or change a provision required or permitted when the amendment takes effect, or delete a provision no longer required. A new name needs a permitted designator, lawful wording, and record distinguishability. Unless the articles provide otherwise, changing the corporate name is expressly board-only (RCW 23B.10.010, 23B.10.020(5), 23.95.305) |
| Authority before shares issue | Before any shares issue, the board may amend; incorporators may amend only if initial directors were neither named nor elected. After shares issue, use an express board-only route or the board/shareholder procedure (RCW 23B.10.050) |
| Board proposal, recommendation, and abandonment | For a shareholder-required amendment, the board first approves it, submits it, recommends approval unless conflicts, special circumstances, or RCW 23B.08.245 justify proceeding without a recommendation, and explains that basis. The board may condition approval or effectiveness. Chapter 23B.10 contains no separate ordinary-amendment abandonment certificate procedure (RCW 23B.10.030(1)-(3)) |
| Shareholder notice, consent, quorum, and vote | Meeting notice goes to every shareholder, voting or not, 20-60 days beforehand, identifies amendment consideration, and includes the amendment. Default voting-group quorum is a majority of entitled votes. For corporations formed before August 1, 2024, default approval is two-thirds of entitled votes and each separate group's entitled votes (majority for a public company); articles may vary it but not below a majority of entitled votes. For corporations formed on/after that date, default is a majority of each group's entitled votes unless articles/board require more. Unanimous consent always works; minimum-vote consent requires articles authorization, notices, and a 60-day window (RCW 23B.07.040, .050, .250; 23B.10.030) |
| Class, series, nonvoting shares, and appraisal | Affected classes and series vote separately for listed authorized-share, exchange, reclassification, rights, share-number, superior/equal-class, preemptive-right, accrued-distribution, and redemption/cancellation changes; similarly affected groups may vote together. The rule expressly reaches otherwise nonvoting shares, subject to limited express articles opt-outs. Dissent rights attach when an amendment redeems or cancels all of a holder's shares for cash or nonshare consideration, and when governing records or a board resolution add the right (RCW 23B.10.040; 23B.13.020) |
| Board-only, agent, correction, and bylaw routes | Unless the articles provide otherwise, board-only amendments include par-value changes for a one-class corporation, deletion of initial directors or superseded agent/office data, specified proportional stock splits/dividends, a corporate-name change, and other express routes; board-set class/series terms also file without shareholders. Agent information uses a separate statement of change. Correction reaches an inaccurate statement, defective execution, or defective transmission and relates back subject to reliance protection. Bylaws use RCW 23B.10.200 (RCW 23B.06.020, 23B.10.020, 23B.10.200, 23.95.220, 23.95.430) |
| Contents, signer, fee, and effective time | Articles state the current name, each amendment, implementation terms for an exchange/reclassification/cancellation, adoption date, and the applicable no-shareholder or shareholder-approval statement. An authorized person signs with name and capacity; no seal, attestation, acknowledgment, or verification is required. File online or by mail. Base fee is $30; expedited service adds $100. Effectiveness is filing or a specified time/date up to 90 days later (RCW 23B.10.060, 23.95.200, 23.95.210; SOS form Rev. 6.2025) |
| Restatement, publication, and name follow-up | An officer may prepare a clean restatement; each new amendment retains board-only or shareholder approval as applicable. Articles of restatement contain the complete text and a certificate stating amendment status and approval; duly adopted restated articles supersede the originals and amendments. The current Act and form impose no statewide publication/proof or separate corporate-name follow-up filing (RCW 23B.10.070) |
| Special-entity and disputed-change boundaries | Nonprofit, professional-service, social-purpose, public-utility, regulated, public, foreign, insolvent, merger, securities, tax, lender/investor, licensing, fiduciary, fraud, defective-action, and disputed-control matters remain outside the ordinary answer. Formation date, public-company status, articles voting terms, nonvoting-class rights, appraisal, and shareholder-agreement limits require record-specific review (RCW 23B.10.030-.040; 23B.13.020) |
Requirements one by one
Washington makes a general name change board-only
Unless the articles say otherwise, the board may change the corporate name without shareholders (§ 23B.10.020). The new name still must satisfy the designator, restricted-word, and distinguishability rules in § 23.95.305.
Before shares issue, either the board or incorporators may act
The board uses the pre-share route. Incorporators may use it only when initial directors were neither named nor elected (§ 23B.10.050). Once shares issue, use an express board-only category or the board/shareholder route.
Formation date controls the ordinary amendment vote
The board first approves and submits the amendment and normally recommends it, or explains the statutory basis for proceeding without a recommendation. Notice goes to every shareholder 20 to 60 days before the meeting and includes the amendment (§§ 23B.07.050 and 23B.10.030).
For a corporation formed before August 1, 2024, the default is two-thirds of all votes entitled to be cast by each required voting group; a public company's default is a majority. The articles may vary the vote but cannot reduce it below a majority of entitled votes. For a corporation formed on or after August 1, 2024, the default is a majority of each group's entitled votes unless the articles or board require more (§ 23B.10.030). Default quorum is a majority of the group's entitled votes (§ 23B.07.250).
Unanimous written consent always works. Minimum-vote consent works only if the articles authorize it, with the required solicitation and completion notices and a 60-day delivery window (§ 23B.07.040).
Nonvoting shares can receive a separate vote
The affected class or series votes for the listed authorized-share, exchange, reclassification, rights, share-number, senior-class, preemptive-right, accumulated-distribution, and redemption/cancellation changes. Section 23B.10.040 expressly applies these rights to otherwise nonvoting shares, while allowing limited express opt-outs for specified categories.
Dissent rights are narrower. They attach when an amendment redeems or cancels all of a holder's shares for cash or other nonshare consideration, and when the articles, bylaws, or board resolution independently add the right (§ 23B.13.020).
Filing, correction, and restatement remain separate
Articles of amendment state the name, amendment text, adoption date, any share- change implementation terms, and the applicable approval recital (§ 23B.10.060). The current filing fee is $30; optional expedited service adds $100. Filing may be online or by mail. Effectiveness is filing or a specified time/date up to 90 days later (§ 23.95.210).
A correction is limited to an inaccurate statement, defective execution, or defective electronic transmission and relates back subject to reliance protection (§ 23.95.220). A restatement may be prepared by an officer, but each new amendment keeps its board-only or shareholder approval requirement; duly adopted restated articles supersede the prior articles and amendments (§ 23B.10.070).
What trips people up
The board-only name rule is broad, but the corporation's own articles can turn it off (§ 23B.10.020).
The 2024 threshold change did not rewrite older corporations into the new majority default. Check the formation date before counting votes (§ 23B.10.030).
The Secretary of State amendment form can collect agent or governor changes, but the statute separately authorizes a registered-agent statement of change without interest-holder or governor approval (§ 23.95.430). Do not use a substantive charter amendment merely to update a separate record.
Common questions
Must a Washington corporate-name amendment be published?
No statewide publication or proof-of-publication step appears in the current Act or amendment form.
Does changing the name end a case under the old name?
No. A name amendment does not abate a proceeding brought by or against the corporation in its former name (§ 23B.10.090).
Can bylaws be changed in articles of amendment?
The articles can contain some bylaw-type provisions, but an ordinary internal bylaw change follows § 23B.10.200 and does not require an articles filing merely because the board or shareholders changed the bylaws.
Statutes and sources
- Chapter 23B.10 RCW — authority, board-only and shareholder amendments, voting groups, pre-share action, filing, restatement, effect, and bylaws. Official chapter index, accessed 2026-08-15.
- RCW 23B.07.040, 23B.07.050, and 23B.07.250 — written consent, notice, and quorum. Official current sections, accessed 2026-08-15.
- RCW 23.95.200, 23.95.210, 23.95.220, 23.95.305, and 23.95.430 — execution, effectiveness, correction, name, and agent changes. Official current sections, accessed 2026-08-15.
- RCW 23B.13.020 — amendment-related dissent rights. Official current section, accessed 2026-08-15.
- Washington Secretary of State, Articles of Amendment, Profit Corporation (Rev. 6.2025) — $30 filing, $100 optional expedite, online/mail route, and filing fields, accessed 2026-08-15.
Source links
Every statute quoted above, linked, with the date we checked it.
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