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| Home > Statutes > USA Washington |
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USA Statutes : washington
Title : Washington business corporation act
Chapter : Records and reports
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RCW 23B.16.220Initial and annual reports for secretary of state.(1) Each domestic corporation, and each foreign corporation authorized to transact business in this state, shall deliver to the secretary of state for filing initial and annual reports that set forth: (a) The name of the corporation and the state or country under whose law it is incorporated; (b) The street address of its registered office and the name of its registered agent at that office in this state; (c) In the case of a foreign corporation, the address of its principal office in the state or country under the laws of which it is incorporated; (d) The address of the principal place of business of the corporation in this state; (e) The names and addresses of its directors, if the corporation has dispensed with or limited the authority of its board of directors pursuant to RCW 23B.08.010, in an agreement authorized under RCW 23B.07.320, or analogous authority, the names and addresses of persons who will perform some or all of the duties of the board of directors; (f) A brief description of the nature of its business; and (g) The names and addresses of its chairperson of the board of directors, if any, president, secretary, and treasurer, or of individuals, however designated, performing the functions of such officers. (2) Information in an initial report or an annual report must be current as of the date the report is executed on behalf of the corporation. (3) A corporation's initial report must be delivered to the secretary of state within one hundred twenty days of the date on which the articles of incorporation for a domestic corporation were filed, or on which a foreign corporation's certificate of authority was filed. Subsequent annual reports must be delivered to the secretary of state on, or prior to, the date on which the domestic or foreign corporation is required to pay its annual corporate license fee, and at such additional times as the corporation elects. (4)(a) The secretary of state may allow a corporation to file an annual report through electronic means. If allowed, the secretary of state shall adopt rules detailing the circumstances under which the electronic filing of such reports shall be permitted and how such reports may be filed. (b) For purposes of this section only, a person executing an electronically filed annual report may deliver the report to the office of the secretary of state without a signature and without an exact or conformed copy, but the person's name must appear in the electronic filing as the person executing the filing, and the filing must state the capacity in which the person is executing the filing.[2001 c 307 § 1; 1993 c 290 § 5; 1991 c 72 § 41; 1989 c 165 § 187.]Notes:Effective date -- 2001 c 307: "This act is necessary for the immediate preservation of the public peace, health, or safety, or support of the state government and its existing public institutions, and takes effect May 1, 2001." [2001 c 307 § 5.] RCW 23B.16.010Corporate records.(1) A corporation shall keep as permanent records minutes of all meetings of its shareholders and board of directors, a record of all actions taken by the shareholders or board of directors without a meeting, and a record of all actions taken by a committee of the board of directors exercising the authority of the board of directors on behalf of the corporation. (2) A corporation shall maintain appropriate accounting records. (3) A corporation or its agent shall maintain a record of its shareholders, in a form that permits preparation of a list of the names and addresses of all shareholders, in alphabetical order by class of shares showing the number and class of shares held by each. (4) A corporation shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time. (5) A corporation shall keep a copy of the following records at its principal office: (a) Its articles or restated articles of incorporation and all amendments to them currently in effect; (b) Its bylaws or restated bylaws and all amendments to them currently in effect; (c) The minutes of all shareholders' meetings, and records of all action taken by shareholders without a meeting, for the past three years; (d) The financial statements described in RCW 23B.16.200(1), for the past three years; (e) All communications in the form of a record to shareholders generally within the past three years; (f) A list of the names and business addresses of its current directors and officers; and (g) Its initial report or most recent annual report delivered to the secretary of state under RCW 23B.16.220.[2002 c 297 § 45; 1991 c 72 § 40; 1989 c 165 § 182.] RCW 23B.16.020Inspection of records by shareholders.(1) A shareholder of a corporation is entitled to inspect and copy, during regular business hours at the corporation's principal office, any of the records of the corporation described in RCW 23B.16.010(5) if the shareholder gives the corporation notice of the shareholder's demand at least five business days before the date on which the shareholder wishes to inspect and copy. (2) A shareholder of a corporation is entitled to inspect and copy, during regular business hours at a reasonable location specified by the corporation, any of the following records of the corporation if the shareholder meets the requirements of subsection (3) of this section and gives the corporation notice of the shareholder's demand at least five business days before the date on which the shareholder wishes to inspect and copy: (a) Excerpts from minutes of any meeting of the board of directors, records of any action of a committee of the board of directors while exercising the authority of the board of directors, minutes of any meeting of the shareholders, and records of action taken by the shareholders or board of directors without a meeting, to the extent not subject to inspection under subsection (1) of this section; (b) Accounting records of the corporation; and (c) The record of shareholders. (3) A shareholder may inspect and copy the records described in subsection (2) of this section only if: (a) The shareholder's demand is made in good faith and for a proper purpose; (b) The shareholder describes with reasonable particularity the shareholder's purpose and the records the shareholder desires to inspect; and (c) The records are directly connected with the shareholder's purpose. (4) The right of inspection granted by this section may not be abolished or limited by a corporation's articles of incorporation or bylaws. (5) This section does not affect: (a) The right of a shareholder to inspect records under RCW 23B.07.200 or, if the shareholder is in litigation with the corporation, to the same extent as any other litigant; or (b) The power of a court, independently of this title, to compel the production of corporate records for examination. (6) For purposes of this section, "shareholder" includes a beneficial owner whose shares are held in a voting trust or by a nominee on the beneficial owner's behalf.[2002 c 297 § 46; 1989 c 165 § 183.] RCW 23B.16.030Scope of inspection right.(1) A shareholder's agent or attorney has the same inspection and copying rights as the shareholder. (2) The right to copy records under *RCW 23B.16.020 includes, if reasonable, the right to receive copies made by photographic, xerographic, or other means, including copies in electronic or other nonwritten form if the shareholder so requests. (3) The corporation may impose a reasonable charge, covering the costs of labor and material, for copies of any records provided to the shareholder. The charge may not exceed the estimated cost of production or reproduction of the records. (4) The corporation may comply with a shareholder's demand to inspect the record of shareholders under RCW 23B.16.020(2)(c) by providing the shareholder with a list of its shareholders that was compiled no earlier than the date of the shareholder's demand.[1989 c 165 § 184.]Notes:*Reviser's note: The reference to "section 184 of this act" has been translated to "RCW 23B.16.020." A literal translation would be "RCW 23B.16.030" which is the section above and appears to be erroneous. RCW 23B.16.040Court-ordered inspection.(1) If a corporation does not allow a shareholder who complies with RCW 23B.16.020(1) to inspect and copy any records required by that subsection to be available for inspection, the superior court of the county where the corporation's principal office, or, if none in this state, its registered office, is located may summarily order inspection and copying of the records demanded at the corporation's expense upon application of the shareholder. (2) If a corporation does not within a reasonable time allow a shareholder to inspect and copy any other record, the shareholder who complies with RCW 23B.16.020 (2) and (3) may apply to the superior court of the county where the corporation's principal office, or, if none in this state, its registered office, is located for an order to permit inspection and copying of the records demanded. The court shall dispose of an application under this subsection on an expedited basis. (3) If the court orders inspection and copying of the records demanded, it shall also order the corporation to pay the shareholder's costs, including reasonable counsel fees, incurred to obtain the order unless the corporation proves that it refused inspection in good faith because it had a reasonable basis for doubt about the right of the shareholder to inspect the records demanded. (4) If the court orders inspection and copying of the records demanded, it may impose reasonable restrictions on the use or distribution of the records by the demanding shareholder.[1989 c 165 § 185.] RCW 23B.16.200Financial statements for shareholders.(1) Not later than four months after the close of each fiscal year, and in any event prior to the annual meeting of shareholders, each corporation shall prepare (a) a balance sheet showing in reasonable detail the financial condition of the corporation as of the close of its fiscal year, and (b) an income statement showing the results of its operation during its fiscal year. Such statements may be consolidated or combined statements of the corporation and one or more of its subsidiaries, as appropriate. If financial statements are prepared by the corporation for any purpose on the basis of generally accepted accounting principles, the annual statements must also be prepared, and disclose that they are prepared, on that basis. If financial statements are prepared only on a basis other than generally accepted accounting principles, they must be prepared, and disclose that they are prepared, on the same basis as other reports and statements prepared by the corporation for the use of others. (2) Upon request, the corporation shall promptly deliver to any shareholder a copy of the most recent balance sheet and income statement, which request shall be set forth either (a) in a written record or (b) if the corporation has designated an address, location, or system to which the request may be electronically transmitted and the request is electronically transmitted to the corporation at the designated address, location, or system, in an electronically transmitted record. If prepared for other purposes, the corporation shall also furnish upon the request a statement of sources and applications of funds, and a statement of changes in shareholders' equity, for the most recent fiscal year. (3) If the annual financial statements are reported upon by a public accountant, the accountant's report must accompany them. If not, the statements must be accompanied by a statement of the president or the person responsible for the corporation's accounting records: (a) Stating the person's reasonable belief whether the statements were prepared on the basis of generally accepted accounting principles and, if not, describing the basis of preparation; and (b) Describing any respects in which the statements were not prepared on a basis of accounting consistent with the basis used for statements prepared for the preceding year. (4) For purposes of this section, "shareholder" includes a beneficial owner whose shares are held in a voting trust or by a nominee on the beneficial owner's behalf.[2002 c 297 § 47; 1989 c 165 § 186.]
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