Corporate Shareholder Books-and-Records Inspection Requirements in District of Columbia

At a glance

Requirements one by one

The District separates principal-office records from purpose-tested internal records. Both tiers require five-business-day advance notice in a record; meeting lists and annual financials operate separately.

The direct tier has no purpose test

The principal-office set includes current articles and bylaws, outstanding share-class resolutions, three years of shareholder minutes and no-meeting actions, three years of general shareholder communications and furnished financials, current directors and officers, and the latest biennial report (§ 29-313.01(e)).

A shareholder may inspect and copy these records during regular business hours at the principal office after giving notice in a record at least five business days before the requested date. This tier states no purpose, signature, oath, verification, ownership-duration, percentage, or documentary-proof requirement (§ 29-313.02(a)).

For the inspection section, shareholder includes a beneficial owner whose shares are held in a voting trust or by a nominee (§ 29-313.02(f)).

Internal minutes, accounts, and the shareholder record use a second tier

The broader tier covers board-meeting excerpts, committee actions taken for the board, shareholder or board actions outside the direct set, accounting records, and the shareholder record. Inspection occurs during regular business hours at a reasonable location selected by the corporation (§ 29-313.02(b)).

The shareholder gives the same five-business-day notice, acts in good faith for a proper purpose, describes the purpose and records with reasonable particularity, and seeks records directly connected with that purpose. The statute states no affidavit, presumption, or express burden allocation (§ 29-313.02(c)).

Available electronic copies and estimated costs are express

An agent or attorney has the shareholder's rights. If reasonable, copying includes electronic transmission when available and requested. The corporation may charge no more than the estimated labor-and-material cost of production, reproduction, or transmission (§ 29-313.03).

For a shareholder-record demand, the corporation may instead provide at its expense a list compiled no earlier than the demand date. Records may be written or convertible into writing within a reasonable time, but the statute does not separately name internal email, texts, metadata, native-format files, informal messages, or subsidiary records (§§ 29-313.01, -313.03).

Meeting-list copying imports the proper-purpose conditions

The meeting list is inspectable from two business days after meeting notice through the meeting at the principal office or an identified place in the meeting city. A shareholder, agent, or attorney may inspect on demand in a record and copy during regular hours at shareholder expense, but copying is subject to the broader-tier good-faith, proper-purpose, particularity, and direct-connection requirements (§§ 29-305.20(b), 29-313.02(c)).

On refusal, Superior Court may summarily order access at corporate expense and postpone the meeting. Failure to provide the list does not invalidate meeting action (§ 29-305.20(d)-(e)).

Annual financials go to every shareholder within 120 days

The corporation delivers annual balance-sheet, income, and shareholder-equity statements, with the specified accountant report or internal statement. The statements may consolidate or combine the corporation and subsidiaries (§ 29-313.07(a)-(b)).

They must be mailed to each shareholder within 120 days after fiscal-year close. A shareholder not sent them may later request the latest statements in writing; the statute states no response deadline for that fallback. A public corporation may use an SEC-permitted delivery or availability method (§ 29-313.07(c)-(d)).

Superior Court uses summary and expedited routes

Direct-tier records may be summarily ordered at corporate expense. A qualifying broader-tier application follows when the corporation does not allow access within a reasonable time, and the court must decide it on an expedited basis (§ 29-313.04(a)-(b)). D.C. Code § 29-313.04 governs both routes.

If access is ordered, the corporation also pays the shareholder's expenses unless it proves a good-faith refusal based on reasonable doubt about the right to inspect. The court may impose reasonable use or distribution restrictions. The Act's definition says expenses are reasonable expenses of any kind; it does not expressly identify attorney fees (§§ 29-301.02(11), 29-313.04(c)-(d)).

What trips people up

• Five business days applies to both tiers. Proper purpose and particularity apply only to the broader records.
• Meeting-list inspection and copying are not identical. The list is available for inspection, while copying expressly imports the Section 29-313.02(c) purpose conditions.
• The annual financial route is automatic first. Written request is the fallback for a shareholder who was not sent the statements.

Common questions

Does a beneficial owner have standing?

Yes, when the shares are held in a voting trust or by a nominee on that owner's behalf (§ 29-313.02(f)).

Can a shareholder ask for electronic copies?

Yes, when electronic transmission is available and reasonable. The corporation may include transmission cost in its reasonable estimated charge (§ 29-313.03(b), (d)).

Does a court order automatically include attorney fees?

The court must shift the shareholder's “expenses” subject to the good-faith defense, but the statutory definition states only reasonable expenses of any kind and does not expressly name attorney fees (§§ 29-301.02(11), 29-313.04(c)).

Statutes and sources

• D.C. Code § 29-301.02 — expenses definition.
• D.C. Code § 29-305.20 — meeting-list inspection, copying, and summary relief.
• D.C. Code §§ 29-313.01 to 29-313.04 — records, two inspection tiers, standing, copies, costs, and court relief.
• D.C. Code § 29-313.07 — annual financial statements.

All were fetched from the current official D.C. Code and accessed August 25, 2026.