How to maintain a minute book in Washington
Washington's WA BCA § 23B.16.010 prescribes the records inventory and § 23B.16.020 governs inspection. The Washington framework tracks the MBCA pattern closely, similar to Florida. No 5% threshold (unlike Nevada or NY); any shareholder may inspect on 5-business-day written demand with stated purpose.
| Statutory records | Corporate records and shareholder list |
|---|---|
| Inspection right | Shareholder with 5-business-day written demand stating purpose |
| Retention period | Common law and IRS rules |
| WA BCA § 23B.16.010 | Records to be kept |
| WA BCA § 23B.16.020 | Inspection of records |
| WA BCA § 23B.16.030 | Court-ordered inspection |
| WA BCA § 23B.16.040 | Information furnished to shareholders |
| Federal CTA | FinCEN BOI register |
| WA BCA § 23B.16.220 | Annual report to Secretary of State |
- WA BCA § 23B.16.010 prescribes the records inventory
- Inspection under § 23B.16.020: any shareholder, 5-business-day demand, stated purpose
- Court-ordered inspection under § 23B.16.030
- Annual report to WA Secretary of State under § 23B.16.220
- Federal FinCEN BOI applies separately
Records inventory under § 23B.16.010
Washington Business Corporation Act § 23B.16.010 requires every corporation to maintain articles of incorporation, bylaws, board and shareholder meeting minutes, written consents in lieu of meetings, accounting records, and a record of shareholders. The records inventory tracks the MBCA pattern closely.
Inspection rights under § 23B.16.020
Section 23B.16.020 grants any shareholder the right to inspect the records described in § 23B.16.010 on at least 5 business days' written demand stating a purpose with reasonable particularity and the records sought. No minimum holding or threshold (unlike Nevada or NY). The standard is similar to Florida § 607.1602.
Court-ordered inspection under § 23B.16.030
If the corporation refuses inspection, the shareholder may petition the superior court for an order compelling production. The court may award costs and attorney's fees. Refusal without proper documentation exposes the corporation.
Records location and form
Washington permits records in any form including digital. Records may be kept at any location including outside Washington. The bylaws designate the records location.
Annual report and FinCEN BOI
Washington requires an annual report filed with the Secretary of State. The annual report is a separate public filing alongside internal records. Federal FinCEN BOI applies separately to most Washington private corporations.
Procedure
The minute book maintenance routine as it applies in Washington, in seven steps:
Establish records at the bylaw-designated location
At incorporation, establish records following § 23B.16.010 inventory: articles, bylaws, minutes, consents, accounting records, and shareholder record.Maintain the records inventory under § 23B.16.010
Update records as actions occur. Maintain minutes and resolutions indefinitely (statutory minimums are baseline; common practice exceeds them).Record corporate actions on the date of the action
Board and shareholder actions on the date they occur.Maintain the shareholder record
Shareholder record lists every shareholder with name, address, and share count.Respond to § 23B.16.020 inspection demands
On a § 23B.16.020 inspection demand: confirm the 5-business-day notice and stated-purpose requirements, produce responsive records. If refusing, document reasoning; the shareholder may seek § 23B.16.030 court relief.File the annual report with WA Secretary of State
Annual report due within the corporation's anniversary month. Late filing attracts penalties.Maintain FinCEN BOI register
FinCEN BOI report maintained alongside corporate records.
Common mistakes
Common Washington-specific failure points in maintaining corporate records:
- Refusing § 23B.16.020 inspection without proper documentation
- Missing the annual report deadline
- Treating Washington as restrictive on inspection (it follows the broad MBCA pattern)
- Failing to maintain FinCEN BOI updates within 30-day window
Octelligence keeps the minute book, the share register, the certificates, and the cap table in one record. Every resolution, meeting, issuance, and transfer is dated, indexed, and linked to its supporting documents. The WA BCA inspection right, the retention period, and the beneficial-ownership register requirement are jurisdiction-aware. Diligence can reproduce the corporate record at any past date.
See Digital Corporate RecordsCommon questions in Washington
Octelligence keeps the minute book, the share register, and the cap table reconciled together with full WA BCA awareness of inspection rights and retention periods.