Ongoing Obligations
ClAfter a corporation is formed, the corporation must
observe several ongoing formalities under Washington law in order to maintain
its corporate status. These ongoing obligations include the following.
Annual Shareholders’ Meetings – A corporation must hold at least one shareholders’
meeting a year. The meeting can be held in or out of Washington, and need not
be in person.
Board of Directors’ Meetings – The board of directors must also meet on a regular basis, though again, the meetings can be held in or out of Washington and need not be in person. Board meetings may be held without notice unless it is a special meeting, in which case the directors must be given at least two days’ notice. The Board of Directors may also approve actions by unanimous written consent.
Special Meetings – Special Meetings are any meetings aside from the regular meetings of the board of directors or the shareholders. They can be called by the board or at least 10% of the holders of votes entitled to vote on any issue proposed for consideration at the special meeting. Special meetings for shareholders, unlike other meetings, require that notice to the shareholders include the purpose of the special meeting. As with all other meetings, special meetings can be held in or out of Washington.
Corporate Action Without Meeting – Any corporate action that requires a vote at a meeting can also be approved without such a meeting or a vote if all those entitled to vote at the meeting provide their written consent to the corporate action. Any corporate action may also be approved by the written consent of as many shareholders as would be necessary to approve the corporate action at a meeting if the Articles of Incorporation specifically authorize such approval pursuant to RCW 23B.07.040(1)(a)(ii).
Corporate Records – A corporation must maintain, at its principal place of business, complete and accurate records of the corporation. These records should include at least the following documents:
· Governance documents of the corporation (such as the Articles of Incorporation and the Bylaws);
· The minutes of shareholders’ and directors’ meetings and approvals;
· Appropriate accounting records of the corporation; and
· A record list of its shareholders.
Any shareholder is entitled to inspect and copy corporate records after giving the corporation five days’ written notice.
Annual Reports and Fees – A corporation must file an annual report with the Secretary of State by the last day of the anniversary month of incorporation. The current license renewal fee is $71 per year. The annual report must include:
· The corporation’s name and state of incorporation;
· The address of the registered office and registered agent;
· The corporation’s phone number;
· The address of the principal place of business in Washington;
· The names and addresses of all directors, the chairperson, and all officers;
· A description of the nature of the corporation’s business.
Board of Directors’ Meetings – The board of directors must also meet on a regular basis, though again, the meetings can be held in or out of Washington and need not be in person. Board meetings may be held without notice unless it is a special meeting, in which case the directors must be given at least two days’ notice. The Board of Directors may also approve actions by unanimous written consent.
Special Meetings – Special Meetings are any meetings aside from the regular meetings of the board of directors or the shareholders. They can be called by the board or at least 10% of the holders of votes entitled to vote on any issue proposed for consideration at the special meeting. Special meetings for shareholders, unlike other meetings, require that notice to the shareholders include the purpose of the special meeting. As with all other meetings, special meetings can be held in or out of Washington.
Corporate Action Without Meeting – Any corporate action that requires a vote at a meeting can also be approved without such a meeting or a vote if all those entitled to vote at the meeting provide their written consent to the corporate action. Any corporate action may also be approved by the written consent of as many shareholders as would be necessary to approve the corporate action at a meeting if the Articles of Incorporation specifically authorize such approval pursuant to RCW 23B.07.040(1)(a)(ii).
Corporate Records – A corporation must maintain, at its principal place of business, complete and accurate records of the corporation. These records should include at least the following documents:
· Governance documents of the corporation (such as the Articles of Incorporation and the Bylaws);
· The minutes of shareholders’ and directors’ meetings and approvals;
· Appropriate accounting records of the corporation; and
· A record list of its shareholders.
Any shareholder is entitled to inspect and copy corporate records after giving the corporation five days’ written notice.
Annual Reports and Fees – A corporation must file an annual report with the Secretary of State by the last day of the anniversary month of incorporation. The current license renewal fee is $71 per year. The annual report must include:
· The corporation’s name and state of incorporation;
· The address of the registered office and registered agent;
· The corporation’s phone number;
· The address of the principal place of business in Washington;
· The names and addresses of all directors, the chairperson, and all officers;
· A description of the nature of the corporation’s business.