Form with which a corporation advises that it has resolved that some shareholders shall be required to give the corporation the opportunity to purchase shares before selling them to another.
The Washington Corporate Right of First Refusal is a legal concept and corporate resolution that grants a company the first opportunity or option to purchase specific assets or securities before they are sold or transferred to a third party. This right ensures that the corporation has the chance to match the terms and conditions of any proposed sale or transfer and potentially acquire the assets or securities for itself. The Right of First Refusal is usually outlined in a corporate resolution, which is a formal decision or agreement made by a company's board of directors or shareholders. This resolution is typically adopted during a corporate meeting and becomes a binding rule that governs the rights and obligations of the corporation, its shareholders, and potentially other parties involved. In Washington State, there are different types of Corporate Right of First Refusal resolutions that can be implemented, depending on the specific circumstances and intentions of the corporation. These may include: 1. Stockholder Agreement Right of First Refusal: This type of resolution grants existing stockholders the right to purchase additional shares before they are offered to outside parties. It ensures that the current stockholders have the opportunity to maintain their proportional ownership in the company. 2. Asset Sale Right of First Refusal: This resolution applies to the sale of specific company assets, such as equipment, real estate, or intellectual property. It allows the corporation to be proactive in acquiring these assets and potentially expand its operations or protect its intellectual property rights. 3. Business Partnership Right of First Refusal: In cases where the company is engaged in a business partnership, this resolution ensures that the corporation has the first chance to acquire the partner's interest should they wish to sell or transfer ownership. It helps in maintaining stability and control within the partnership. 4. Licensing or Distribution Right of First Refusal: This type of resolution is pertinent to companies involved in licensing or distributing products or services. It grants the corporation the first opportunity to acquire any new licensing or distribution agreements before they are offered to other potential parties, thus maintaining exclusivity or market advantage. Implementing a Washington Corporate Right of First Refusal resolution requires careful drafting and consideration of legal provisions, corporate governance, and shareholder interests. It is advisable to seek the guidance of legal professionals and ensure compliance with Washington State corporate laws throughout the process.
