Corporate Governance
Good governance is invisible until it isn’t, until a board decision is challenged, a minority owner demands the records, or an investor’s lawyer asks how the company actually makes decisions. We’ve kept the boards, records, and bylaws of closely-held Pacific Northwest companies in order for six decades, so when the question comes, the record already holds.
Talk to an attorneyFounded
1965
Attorneys
11
AV-rated
Martindale-Hubbell
Office
Bellevue, WA
Founded
1965
Attorneys
11
AV-rated
Martindale-Hubbell
Office
Bellevue, WA
Corporate governance attorneys for Bellevue and Seattle companies
Oseran Hahn keeps the governance of closely-held companies in order: bylaws and operating agreements, board and shareholder minutes, resolutions, and the records that prove how a decision was made. We advise boards and managers on their fiduciary duties under Washington law, set up the structure investors and lenders expect, and handle the federal beneficial-ownership filings now required of most companies. The aim is a record that already answers the question before anyone thinks to ask it.
Governance is the ongoing work of proving a company decided things the right way. We advise the board on its fiduciary duties and the decisions most likely to be second-guessed; keep the meetings, minutes, and records that show the company acted properly; manage the shareholder and member relations that turn into disputes when they're neglected; keep the bylaws, policies, and director indemnification current; and stay ahead of the annual compliance and beneficial-ownership reporting the state and FinCEN now require.
Boards, directors, and fiduciary duties
The board, or an LLC’s managers, makes the decisions that bind the company, and the law holds them to fiduciary duties of care and loyalty while they do it. In Washington, the general standards of conduct for corporate directors are set by RCW 23B.08.300: act in good faith, with the care of a reasonably prudent person, in a manner the director reasonably believes is in the corporation’s best interests. The business judgment rule then protects directors who follow a sound process even when a decision turns out badly, which is why how a board decides often matters more than what it decides. LLC managers and managing members owe parallel duties under the Washington Limited Liability Company Act (RCW 25.15).
We advise boards and managers on the decisions most likely to be challenged later: related-party transactions, executive compensation, conflicts of interest, and major strategic moves. The protection isn’t in the outcome; it’s in the documented, conflict-screened process. We build that process so a director’s good-faith judgment is defensible if an owner ever questions it.
Meetings, minutes, and corporate records
A company proves it acted properly through its records, and the records are only good if they’re kept as decisions happen. We set the annual and special meeting cadence for shareholders and directors under RCW 23B.07, handle notice and quorum, and draft the minutes and resolutions that document board action. Most closely-held decisions happen by unanimous written consent rather than a live meeting, which RCW 23B.08.040 expressly allows, but the consent still has to be papered and filed in the minute book. Washington requires every corporation to keep specified permanent records, including minutes and a current shareholder list, under RCW 23B.16.
The minute book is the first thing a buyer’s lawyer, a lender, or an investor asks to see, and a thin or backdated one is an immediate red flag in diligence. We keep the record current as decisions happen, not reconstructed under deadline pressure the week before a closing.
Shareholder and member relations
The relationships among owners are where governance most often turns into conflict, and the documents written early decide how those conflicts resolve. We draft and maintain the shareholder and buy-sell agreements that govern transfers, voting, and what happens when an owner exits, dies, or is forced out, plus the voting and protective provisions an investor negotiates on the way in. Minority owners have real statutory leverage: a shareholder’s right to inspect the company’s books and records under RCW 23B.16.020, and dissenters’ (appraisal) rights to be cashed out at fair value in certain mergers and major transactions under RCW 23B.13.
We advise both the company responding to a records demand and the owners asserting their rights, and we draft the agreements that set expectations before anyone has a reason to test them. Most owner disputes we see trace back to terms no one wrote down while the relationship was still good.
Bylaws, policies, and director protection
Governance documents drift out of date as a company grows, and stale bylaws are the ones that fail at the worst moment. We keep bylaws and LLC operating agreements current, draft committee charters, conflict-of-interest and related-party policies, and the delegation-of-authority rules that say who can actually sign for the company. For the people who serve on the board, indemnification and director-and-officer protection matter: Washington permits a corporation to indemnify directors and officers and to advance defense costs within the limits of RCW 23B.08.510 through .560, and we coordinate those provisions with the company’s D&O insurance so the protection is real rather than nominal.
These provisions rarely get attention until a claim arrives, and then they decide whether a director’s personal assets are exposed. We draft them deliberately, not from a form.
Annual compliance and beneficial-ownership reporting
Every Washington entity carries a recurring compliance calendar, and missing items quietly erodes the liability shield governance is meant to protect. Under the Washington Uniform Business Organizations Code (RCW 23.95), every entity must maintain a registered agent and file an annual report with the Secretary of State to stay in good standing. On top of that, the federal Corporate Transparency Act (31 U.S.C. § 5336) can require a company to report its beneficial owners to FinCEN, though its reach has narrowed. Under FinCEN’s March 2025 interim final rule, domestic companies and their U.S. owners are exempt, and only foreign reporting companies registered to do business here still file. A final rule sent to OMB on June 5, 2026 could widen that scope again, so we check each client’s obligation against the rule in force.
We keep the annual cycle on a calendar, coordinate the beneficial-ownership filings with the company’s cap table, and make sure changes in ownership, management, or registered agent get reported on time. The point is steady maintenance, so good standing is never something the company has to scramble to restore.
Six decades of corporate work means we’ve drafted the bylaws and minutes and, when an owner challenged a decision, defended them. We know which governance shortcuts come back as disputes and which records a buyer’s lawyer actually checks. That perspective shapes how we keep a company’s house in order.
We keep records a buyer’s lawyer will check.
The minute book, the resolutions, the cap table, the consents, maintained as decisions happen, so diligence is a confirmation rather than a fire drill. The lawyer who keeps the records is the one who knows what diligence looks for.
Governance and litigation under one roof.
When a board decision or a records demand turns into a dispute, the litigators are down the hall, on the same client matters. We draft governance documents knowing how they read to a judge, and we defend them when challenged.
Built for closely-held companies.
Most of our clients are owner-run companies and family businesses, not public registrants. We right-size the formalities, enough to protect the shield and satisfy investors, without burying a small board in process it doesn’t need.
The attorneys behindthe work.
Our business and corporate attorneys handle this work alongside our litigation team, so you have coverage whether your matter stays transactional or becomes something more.
What clientsask us first.
How much governance does a closely-held company actually need?
Enough to protect the liability shield, satisfy investors and lenders, and keep owners aligned, and no more. That usually means current bylaws or an operating agreement, real minutes and resolutions, an annual report and beneficial-ownership filing, and a buy-sell agreement among owners. We right-size it to the company rather than imposing public-company process.
Do you handle both corporations and LLCs?
Yes. We advise corporate boards under RCW 23B and LLC managers and members under RCW 25.15, including the manager-managed and member-managed structures and the operating agreements that govern them. The duties rhyme across both, but the documents and formalities differ.
Can you represent the company and its directors or owners at the same time?
Usually we represent the entity, and we say so clearly. When a director or an individual owner needs separate advice, on a conflict, a records dispute, or personal indemnification, we recommend independent counsel. We set that expectation in the engagement letter before it matters.
Do you help with the new beneficial-ownership (Corporate Transparency Act) filings?
Yes. The first question is usually whether a filing is even required. Under FinCEN’s March 2025 interim final rule, most domestic companies and their U.S. owners are exempt, and only foreign reporting companies file. We confirm where a client lands, make the FinCEN report when one is due, and keep it current as ownership changes, coordinating it with the cap table so the filing matches the company’s actual structure. We also track the final rule now under OMB review (sent June 5, 2026), which could bring more companies back in.
What happens if a board decision or shareholder dispute escalates?
Our business litigation team is in the same office, on the same client matters. If a board action is challenged, a records demand turns adversarial, or a minority owner asserts dissenters’ rights, you don’t need to find new counsel. We draft the governance knowing what gets contested.
When is it time to bring in corporate governance counsel?
When the board is about to make a decision big enough to be second-guessed later. When an investor wants a board seat and veto rights. When a minority shareholder has asked to inspect the books. Or when a company that’s run on handshakes needs real minutes, resolutions, and bylaws before it raises or sells. Governance is the record someone reads back later, and it’s far easier to build before it’s contested than during.
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Oseran Hahn P.S. · 11225 SE 6th St, Suite 100 · Bellevue, WA 98004
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