Title: Understanding Washington's Proposal to Amend Articles of Incorporation for Reverse Stock Split and Share Dividend Introduction: In Washington state, corporations have an option to propose amendments to their articles of incorporation to make changes related to their common stocks. This article aims to provide a detailed description of Washington's proposal to amend articles of incorporation to effect a reverse stock split of common stock and authorize a share dividend on common stock. It will shed light on the purpose, process, and potential benefits of these actions. Keywords: Washington proposal, amend articles of incorporation, reverse stock split, common stock, share dividend 1. What is a Reverse Stock Split? A reverse stock split is a process wherein a corporation reduces the number of outstanding shares by combining multiple shares into a single share, effectively increasing the stock's value. Washington-based corporations can propose this amendment to restructure their capitalization and improve their marketability. 2. Purpose of a Reverse Stock Split: — Enhancing Stock Price: A higher stock price can attract more investors and increase the perception of company value. — Meeting Listing Requirements: Some stock exchanges have minimum share price requirements, and a reverse stock split can help ensure compliance. — Reducing Volatility: A reverse stock split can reduce stock price volatility, making the shares more stable and predictable. 3. How to Initiate a Reverse Stock Split in Washington? — Board Proposal: The corporation's board of directors proposes the amendment, outlining the desired reverse stock split ratio and any additional changes to the articles of incorporation. — Shareholder Approval: The proposal is presented to the shareholders, who must approve it through a majority vote at a duly called meeting. — Filing and Documentation: Once approved, the corporation must file the amendment with the Washington Secretary of State and update the articles of incorporation. 4. What is a Share Dividend? A share dividend, also known as a stock dividend, is a distribution of additional shares to existing shareholders instead of cash dividends. It represents a proportionate increase in the number of outstanding shares held by each shareholder. 5. Purpose of Share Dividend: — Rewarding Shareholders: Share dividends provide an incentive to shareholders by allowing them to receive additional shares without additional investment. — Preserving Cash: Companies may choose share dividends to conserve cash by distributing earnings without immediate cash outflows. — Indicating Growth: A share dividend can be seen as a positive signal, indicating the company's confidence in its future earnings potential and growth prospects. 6. How to Implement a Share Dividend in Washington? — Board Proposal: The corporation's board of directors proposes the share dividend, specifying the ratio or percentage of additional shares to be distributed. — Shareholder Approval: Similar to a reverse stock split, shareholder approval through a majority vote is required. — Filing and Documentation: Following the approval, the corporation files the necessary documentation with the Washington Secretary of State, updating the articles of incorporation. Conclusion: Washington's proposal to amend articles of incorporation for a reverse stock split of common stock and authorization of a share dividend aims to provide corporations with flexibility in managing their capital structure and rewarding shareholders. These measures can impact stock price, attract investors, ensure stock exchange compliance, and signal growth. Through a well-structured proposal, approval by the shareholders, and proper regulatory filings, corporations can successfully implement reverse stock splits and share dividends to achieve their objectives.