Does Washington use the MBCA?

Yes. Washington adopted the Model Business Corporation Act in 1989. Most of Title 23B (the WBCA) tracks MBCA provisions closely. The two-tier inspection regime under RCW 23B.16.020 is a hallmark MBCA feature, shared by Florida (FBCA) and Massachusetts (M.G.L. c. 156D).

When is the Washington annual report due?

By the end of the corporation's anniversary month each year. For a corporation incorporated on March 15, the report is due by March 31 each year. Online filing through the Corporations and Charities Filing System (CCFS) is $60; paper filing is $80.

Is Washington a tax-friendly state for corporations?

No state corporate income tax, which is attractive. However, Washington has a Business and Occupation (B&O) tax on gross receipts that effectively functions as a state-level tax. The combination is generally favorable for small-to-mid corporations but worth modeling for specific business types.

🇺🇸 United States · Washington

Washington corporate records guide

Washington is MBCA-based, with the two-tier inspection structure and a modest annual report fee. No state income tax. Common for technology corporations in the Seattle area and for businesses operating primarily in the Pacific Northwest.

Quick facts

Washington Business Corporation Act, RCW Title 23B

Registry	Washington Secretary of State (CCFS)
Records location	Any place, by or on behalf of the corporation
Director residency	None required
State income tax	None
Annual report	End of anniversary month, $60

Topic guides for Washington

Four jurisdiction-specific guides covering the records you must keep and the filings you must make under WA BCA:

Minute book

Records under RCW 23B.16.010, closely follows the MBCA template.

View Washington corporate records

Share certificate

Share certificates under RCW 23B.06.250; uncertificated under .260.

View Washington share certificate

Annual return

Annual report due by end of anniversary month, $60 online via CCFS.

View Washington annual report

Share register

Shareholder record under RCW 23B.16.010; two-tier inspection under .020.

View Washington shareholder records

Directors’ resolutions

Action without meeting under RCW § 23B.08.210; conflict rules under §§ 23B.08.700-.730.

View resolutions guide

Annual meeting

Annual meeting under RCW § 23B.07.010; written consent under § 23B.07.040.

View annual meeting guide

About Washington incorporation

Washington's Business Corporation Act follows the Model Business Corporation Act closely, with the two-tier inspection regime and modern provisions on uncertificated stock. The combination of no state income tax, modest annual filing costs ($60), and proximity to the Pacific Northwest tech ecosystem makes Washington attractive for early-stage technology corporations in the Seattle area.

Washington corporations operating in Oregon or California register as foreign corporations in those states, with extra-state annual filings. The most common multi-state pattern for Pacific Northwest tech corporations is Washington (home) + California (operating) + Delaware (where some founders re-incorporate later for VC fundraising).

Two-tier inspection

Washington's RCW 23B.16.020 follows the MBCA two-tier structure: basic records freely accessible, sensitive records (accounting, board minutes, shareholder list) require proper purpose. Same as Florida (§ 607.1602) and Massachusetts (§ 16.02).

In Octelligence

Washington corporations, MBCA-aligned.

Octelligence's Washington structure follows the MBCA-based RCW Title 23B framework, with the two-tier inspection regime reflected in record access, and the simple annual report cycle tracked in the filings calendar.

See Digital Corporate Records

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