Annual meeting requirements under Washington RCW § 23B.07.010
Washington corporations must hold an annual shareholders' meeting under RCW § 23B.07.010 at a time fixed by the bylaws. The meeting can be replaced by majority written consent under RCW § 23B.07.040.
| RCW § 23B.07.010 | Annual meeting required |
|---|---|
| RCW § 23B.07.040 | Action without meeting |
| RCW § 23B.07.050 | Notice of meeting |
| RCW § 23B.07.210 | Voting |
| Deadline | Each year as fixed by bylaws |
| Written consent | Majority sufficient for most actions |
- Annual meeting under RCW § 23B.07.010 at time fixed by bylaws
- Washington follows the MBCA framework
- Written consent under RCW § 23B.07.040 permits majority for most actions
- Notice 10-60 days before the meeting under RCW § 23B.07.050
- Court-ordered meeting available under RCW § 23B.07.030
RCW § 23B.07.010 requirements
Section 23B.07.010 of the Revised Code of Washington requires every Washington corporation to hold an annual shareholders' meeting at a time fixed by the bylaws. The meeting elects directors and addresses other proper business. Washington adopted the MBCA, so the framework follows MBCA Chapter 7 closely.
Written consent under RCW § 23B.07.040
Washington's consent regime permits action by written consent signed by holders of the minimum votes required at a meeting. For most actions including director elections, majority consent is sufficient.
Notice under RCW § 23B.07.050
Notice must be sent not less than 10 nor more than 60 days before the meeting, consistent with MBCA conventions.
What's distinctive about Washington
Washington is largely MBCA-aligned for annual-meeting purposes. The state's combination of no state corporate income tax (B&O tax instead), moderate $70 annual report fee, and standard MBCA annual-meeting framework makes Washington one of the more efficient US jurisdictions for ongoing compliance, particularly for closely-held corporations.
Octelligence generates the annual unanimous written consent or meeting minutes for every corporation, with director election, financial statement approval, and auditor appointment or waiver pre-formatted.
See Digital Corporate RecordsTracked deadlines, jurisdiction-specific templates, electronic written consents, and a complete minute book record.