Corporate Shareholder Books-and-Records Inspection Requirements in Washington

At a glance

Requirements one by one

Core records have no purpose test

Washington's core tier covers current articles and bylaws, three years of shareholder minutes and no-meeting actions, three years of annual financial statements, three years of general shareholder communications, the current director/officer list, and the latest initial or annual report (RCW 23B.16.010(5)).

A shareholder may inspect and copy those records at the principal office during regular business hours after giving executed written notice at least five business days before the requested date. The core tier states no proper-purpose, duration, or ownership-percentage test (RCW 23B.16.020(1)).

Broader records require purpose and connection

The broader tier covers board and committee minutes or no-meeting actions, remaining shareholder action records, accounting records, and the shareholder record. The same executed five-business-day notice applies, but inspection may occur at a reasonable location specified by the corporation (RCW 23B.16.020(2)).

The demand must be made in good faith for a proper purpose, describe the purpose and desired records with reasonable particularity, and seek records directly connected with that purpose (RCW 23B.16.020(3)). No ownership-duration or percentage floor appears. For this section, shareholder includes a beneficial owner whose shares are held in a voting trust or by a nominee.

Retention does not equal universal inspection

The corporation must permanently keep shareholder and board minutes and executed-consent actions, maintain accounting records, and maintain a current shareholder record (RCW 23B.16.010(1)-(3)). Those retention duties do not put all of those categories in the no-purpose core tier; the direct inspection categories remain divided by RCW 23B.16.020(1)-(3).

Records must be capable of conversion into paper form within a reasonable time. The corporation may furnish reasonable copies through electronic transmission, but the statutes do not separately classify email, text, metadata, or informal communications as general inspection categories (RCW 23B.16.010(4), 23B.16.030(2)).

The corporation controls reasonable copy mechanics

An agent or attorney has the shareholder's inspection and copying rights. The corporation may choose a reasonable copy method, including electronic transmission, and may charge no more than estimated labor-and-material cost of production or reproduction (RCW 23B.16.030(1)-(3)).

For a shareholder-record demand, the corporation may provide a list compiled no earlier than the demand date (RCW 23B.16.030(4)). The surveyed pre-order sections do not expressly authorize a corporate confidentiality condition, but the court may restrict later use or distribution.

Court relief differs by tier

The superior court in the principal-office county, or the registered-office county if there is no Washington principal office, may summarily order core- record inspection and copying at the corporation's expense. Broader-record applications receive expedited disposition (RCW 23B.16.040(1)-(2)).

If inspection is ordered, the court must award the shareholder costs, including reasonable counsel fees, unless the corporation proves it refused in good faith because it reasonably doubted the inspection right. The court may impose reasonable use or distribution restrictions (RCW 23B.16.040(3)-(4)).

Meeting lists are available before and during the meeting

The meeting list shows names, addresses, and shares, arranged by voting group, class, and series. It becomes available 10 days before the meeting and remains available through it at a physical location or reasonably accessible electronic network. For a remote-only meeting, it remains electronically inspectable throughout the meeting (RCW 23B.07.200(1)-(3)).

Any shareholder, agent, or attorney may inspect. Copying the meeting list and other inspection/copying of the shareholder record follow the broader proper- purpose test. A court may summarily compel inspection at corporate expense and postpone the meeting; refusal does not invalidate approved action (RCW 23B.07.200(4)-(6)).

Annual financial statements are prepared and delivered separately

Within four months after fiscal year close and before the annual meeting, the corporation prepares a balance sheet and income statement. They may consolidate or combine the corporation and subsidiaries and must disclose their accounting basis as prescribed (RCW 23B.16.200(1)).

On a shareholder's written request, the corporation promptly delivers the most recent balance sheet and income statement, plus sources-and-applications and shareholders'-equity statements if prepared for other purposes. Accountant or responsible-officer reporting accompanies the statements, and voting-trust or nominee beneficial owners qualify (RCW 23B.16.200(2)-(4)).

What trips people up

• Five business days applies to both inspection tiers. The proper-purpose conditions apply only to the broader records.
• There is no six-month or 5% floor. Beneficial owners through voting trusts or nominees are expressly included.
• Meeting-list copying is not automatic. It imports the broader-tier test even though inspection is open to any shareholder.
• Fee shifting is mandatory after an order unless the corporation proves the statutory good-faith reasonable-doubt defense.

Common questions

May a new shareholder inspect the bylaws?

Yes. Current bylaws are core records, and the core route has no duration or percentage condition.

Can the corporation provide electronic copies?

Yes, if that is a reasonable way to satisfy the copying right. It may also charge estimated labor-and-material cost within the statutory cap.

Does Washington require a written demand for financial statements?

Yes. The corporation must promptly deliver the most recent specified statements after the shareholder's written request.

Can the court limit later disclosure?

Yes. An inspection order may impose reasonable restrictions on the use or distribution of the records.

Statutes and sources

• RCW 23B.16.010-.040 — records maintained, inspection tiers, demands, purpose, beneficial owners, copy method and cost, court relief, fees, and restrictions. Official Chapter 23B.16.
• RCW 23B.16.200 — annual financial preparation, requested delivery, accounting reports, and beneficial owners. Official statute.
• RCW 23B.07.200 — meeting shareholder list, electronic access, court relief, postponement, and validity. Official statute.