Corporate records requirements for a Washington corporation
Washington corporations maintain corporate records under RCW § 23B.16.010. The Washington Business Corporation Act is MBCA-based with standard records and inspection provisions.
| RCW § 23B.16.010 | Required corporate records |
|---|---|
| RCW § 23B.16.020 | Inspection rights |
| RCW § 23B.16.040 | Court-ordered inspection |
| Records location | Principal office of the corporation |
| Inspection rights | Shareholders with proper purpose; 5 business days notice |
| Format | Paper or electronic in reproducible form |
- Records under RCW § 23B.16.010: articles, bylaws, minutes, resolutions, share register, accounting records
- Washington follows the MBCA framework
- Shareholders have proper-purpose inspection rights with 5 business days notice
- Articles and bylaws inspectable without restriction
- Court-ordered inspection available under RCW § 23B.16.040
What RCW § 23B.16.010 requires
Section 23B.16.010 of the Revised Code of Washington requires every Washington corporation to maintain articles and bylaws, minutes of meetings and resolutions, the share register, and accounting records. Records are kept at the principal office. Washington adopted the MBCA, so the framework follows MBCA Chapter 16 closely.
Inspection rights under RCW § 23B.16.020
The standard MBCA two-tier inspection structure applies. Articles, bylaws, and minutes of shareholder meetings are inspectable without restriction. The share register, board minutes, and accounting records require a proper-purpose showing with 5 business days' written notice.
Court-ordered inspection under RCW § 23B.16.040
If the corporation refuses a properly-noticed inspection, the shareholder can apply to the Washington superior court for an order. Washington courts apply the proper-purpose test consistent with MBCA principles.
What's distinctive about Washington
Washington is largely an MBCA-aligned state with no significant divergences in corporate-records substance. Washington's lack of a state corporate income tax (B&O tax instead) is meaningful for ongoing cost. The CCFS online portal makes Washington's filing process one of the more efficient in the US. For corporations operating in the Pacific Northwest, Washington's combination of moderate fees ($70 annual report), no corporate income tax, and standard MBCA records framework compares favourably to Oregon and California.
Octelligence keeps the corporate record up to date as the corporation evolves: articles and amendments, bylaws, registers of directors and shareholders, written resolutions, and share certificates, all in one structured place with a complete activity log.
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